Common use of Closing Actions and Deliverables Clause in Contracts

Closing Actions and Deliverables. 7.3.1 On Closing, Seller shall: (a) 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 procure the delivery) to Buyers 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 Shareholder Support Agreement; (h) deliver to Buyers letters of resignation signed by each board member and deputy board member of each Acquired Company (other than employee representatives), pursuant to which 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) if requested by Buyer five (5) Business Days prior to Closing deliver to Buyers a letter of resignation signed by the auditor of the Acquired 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) as applicable; (j) deliver to Buyers so-called general power of attorneys (Sw. generalfullmakt) of ÅAB and ÅSAB (acceptable to Buyers), appointing the persons specified by Buyers to independently and without restriction administer and represent all financial and legal interests of each Acquired Company in Sweden and abroad until new board members of ÅAB and ÅSAB have been duly registered; and (k) deliver to Buyers a certificate (the “FIRPTA Certificate”) signed under penalties of perjury and dated within thirty (30) days prior to the Closing Date, 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 date of the certification, a “United States real property holding corporation” as defined in Code Section 897, together with a copy of notice to the 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 amount of USD 26,500,000.

Closing Actions and Deliverables. 7.3.1 On Closing, Seller shallAt the Closing the following shall occur simultaneously: (a) subject Holdings shall pay (or cause to payment 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 Bank Pay-Off Amount as set forth in Clause 7.3.2(g), deliver to Buyers SPV specified by 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 procure the delivery) to Buyers 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 Shareholder Support Agreement; (h) deliver to Buyers letters of resignation signed by each board member and deputy board member of each Acquired Company (other than employee representatives), pursuant to which 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) if requested by Buyer SPV within five (5) Business Days prior to Closing deliver to Buyers a letter of resignation signed by following the auditor delivery of the Acquired Companies, pursuant to which the auditor resign on the Closing Date and Exercise Notice) by which the auditor confirms that he does not have any claim on the relevant Acquired Company, together with the auditor’s statement wire transfer of immediately available funds; (b) Unless an Underlying Interest Election is made in accordance with Chap. 9 Secs. 23 and 23a Section 2.02(b), upon payment of the Swedish Companies Act 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 (Sw. aktiebolagslagen or, if applicable, its Holdings Designees), free and clear of all Liens (2005:551) as 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); (jc) deliver 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 Buyers so-called general power of attorneys Holdings (Sw. generalfullmakt) of ÅAB and ÅSAB (acceptable to Buyersor, if applicable, its Holdings Designees), appointing free and clear of all Liens (other than Liens pursuant to the persons specified by Buyers organizational documents of the issuer of such Underlying Interests or applicable securities Laws), and shall execute and deliver evidence thereof reasonably satisfactory to independently and without restriction administer and represent all financial and legal interests of each Acquired Company in Sweden and abroad until new board members of ÅAB and ÅSAB have been duly registeredHoldings (or, if applicable, its Holdings Designees); and (kii) deliver 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 Buyers a certificate (Mosaic Feeder of the “FIRPTA Certificate”) signed under penalties Purchase Price by wire transfer of perjury and dated within thirty (30) days prior immediately available funds to the Closing Dateaccount set forth in the Exercise Notice. For the avoidance of doubt, that satisfies the requirements provisions of US Treasury Regulation Sections 1.897-2(h2.04(b) and 1.1445-2(c)(32.04(c) and confirms that RTI is shall not and occur until such time as the Purchase Price has not been within five (5) years of the date of the certification, a “United States real property holding corporation” as defined paid in Code Section 897, together with a copy of notice to the 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 amount of USD 26,500,000full.

Closing Actions and Deliverables. 7.3.1 On (a) At the Closing, Seller Buyer shall: (ai) subject pay the Closing Payment by wire transfer of immediately available funds to payment 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 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 Bank Escrow Agreement; (iii) pay, in accordance with the Pay-Off Amount 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 set forth applicable and in Clause 7.3.2(gno event later than the next payroll period in which such payment can be reasonably processed), deliver or (B) with respect to Buyers any other Person, by wire transfer of immediately available funds in accordance with the share certificates representing Invoices; (iv) issue the ÅAB Shares and Seller Mezzanine Note by Buyer to the Seller; and (iivi) cause Parent to issue to the ÅSAB Shares duly endorsed to US Buyer together with all pertaining coupons, if any, and Seller the stock certificates representing the RTI Shares, accompanied by duly executed stock powers to US Buyer;Rollover Interests. (b) procure that US At the Closing, 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, shall also deliver to Buyers Seller the original of the Converting Note; (e) deliver (or procure the delivery) to Buyers evidencefollowing, 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, each in form and substance reasonably satisfactory to Buyers; (g) execute the Shareholder Support Agreement; (h) deliver to Buyers letters of resignation signed by each board member and deputy board member of each Acquired Company (other than employee representatives), pursuant to which 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;Seller: (i) if requested the Escrow Agreement, duly executed by Buyer five (5) Business Days prior to Closing deliver to Buyers a letter of resignation signed by and the auditor Escrow Agent, which shall be in full force and effect as of the Acquired 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) as applicableClosing; (jii) deliver 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 Buyers so-called general power of attorneys (Sw. generalfullmakt) of ÅAB and ÅSAB (acceptable to Buyers)the Rollover Interests, appointing the persons specified duly executed by Buyers to independently and without restriction administer and represent all financial and legal interests of each Acquired Company in Sweden and abroad until new board members of ÅAB and ÅSAB have been duly registeredParent; and (kvi) 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 Buyers a certificate 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 form attached hereto as Exhibit C (the “FIRPTA CertificateSubscription Agreement”), duly executed by the Seller; (vii) signed under penalties of perjury and dated within thirty (30) days prior a counterpart signature page to the Closing DateParent LLC Agreement, that satisfies the requirements of US duly executed by Seller; (viii) a duly executed certificate prepared in accordance with Treasury Regulation Sections 1.897-2(h) and Regulations Section 1.1445-2(c)(32 certifying Seller’s non-foreign status, duly executed by Seller; (ix) and confirms that RTI is not and has not been within five (5) years duly executed copies of the date agreements and other documents evidencing and effecting the Restructuring, which shall be in substantially the form as attached to Schedule 3.21(b); (x) a closing bonus acknowledgement and general release of the certificationclaims, a “United States real property holding corporation” duly executed by (i) Xxxx Xxxxxx and (ii) each Business Employee receiving any an transaction bonus, change of control or similar payment as defined in Code Section 897clause (a)(iii) of the definition of Transaction Expenses; (xi) a CD-ROM containing all of the material that has been made available to Buyer through the Dataroom; and (xii) the Trademark License Agreement, together with a copy of notice to the 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 duly executed by NewCo 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 amount of USD 26,500,000NewIPCo.