Common use of Closing Actions and Deliveries Clause in Contracts

Closing Actions and Deliveries. (a) On or prior to the Closing Date, the Company and/or Stockholder Representative shall have taken the following actions and/or delivered, or cause to be delivered, the following documents and instruments to Parent: (i) a calculation of the Estimated Adjustment Amount, in the form of Exhibit D attached hereto and in accordance with Section 3.4; (ii) all corporate, accounting, business and Tax records of the Company; (iii) a legal opinion from Xxxxxxx Xxxxxx & Xxxx, Chartered, counsel to the Company, in the form set forth on Exhibit F; (iv) all waivers, consents and approvals from third parties and Governmental Authorities necessary for the transfer of the contracts set forth on Exhibit G attached hereto, or necessary for the consummation of the Merger and the transactions contemplated hereby, shall have been obtained and be in effect at the Closing Date; (v) a certificate, dated as of the Closing Date, executed by an executive officer of the Company, confirming the matters set forth in Sections 7.2(a) and (b); (vi) a certificate, dated as of the Closing Date, executed by the secretary of the Company, in accordance with the provisions of Section 7.2(c)(ii); (vii) an executed certificate, dated within 30 days of the Closing Date, of the Secretary of the State of Delaware and of comparable authority in other jurisdictions in which the Company or its Subsidiaries are incorporated or qualified to do business, establishing that each is a validly existing corporation in good standing to transact business; (viii) an estoppel certificate, executed by each of the landlords of the leased Business Facilities listed on Exhibit H attached hereto, in accordance with the provisions of Section 7.2(i); (ix) executed releases, in a form acceptable to Parent, from each of the directors and officers of the Company and each of its Subsidiaries, effective as of the Effective Time, releasing Parent and its Affiliates from all claims of such director or officer relating to any agreement or other understanding with respect to the appointment, employment or other retention of such director or officer (the “Releases”); (x) the Resignations that have been executed and delivered to the Company prior to the Effective Time; (xi) a file-stamped copy (from the Delaware Secretary of State) of the amendment to the Company’s Certificate of Incorporation (the “Charter Amendment”) attached hereto as Exhibit B; (xii) the executed Escrow Agreement in the form set forth on Exhibit I; (xiii) all executed Option Termination Agreements in the form attached hereto as Exhibit C; (xiv) the executed Stockholder Defense Fund Agreement in the form attached hereto as Exhibit E; and (xv) such other documents as may be required by this Agreement or reasonably requested by Parent. (b) On or prior to the Closing Date, Parent and Merger Sub, as applicable, shall have taken the following actions and/or delivered the following documents, instruments, monies or other items to: (i) the Paying Agent, the Payment Fund in accordance with Sections 3.1 and 3.5; (ii) the Escrow Agent, the Escrow Amount in accordance with Section 3.5; (iii) the Stockholder Representative, the Stockholder Defense Amount in accordance with Section 3.5 and 3.10; (iv) the Company, a certificate, dated as of the Closing Date, executed by an executive officer of Parent, confirming the matters set forth in Sections 7.3(a) and (b); (v) the Company, a legal opinion from Xxxxx Liddell & Xxxx LLP, counsel to Parent and Merger Sub, in the form set forth on Exhibit J attached hereto; (vi) the executed Escrow Agreement in the form set forth on Exhibit I; (vii) the Company, certificates, dated within five days of the Closing Date, of the Secretary of the State of Delaware establishing that each of Parent and Merger Sub is in existence and is in good standing to transact business in the state of incorporation; and (viii) such other documents as may be required by this Agreement or reasonably requested by the Company.

Closing Actions and Deliveries. (a) On At the Closing the Purchaser shall deliver to or as directed by the Sellers an amount equal to the Purchase Price, less the Deposit (and any interest thereon) in accordance with Section 2.2.2(b)(i), by wire transfer in immediately available funds to an account or accounts designated at least three (3) Business Days prior to the Closing DateDate by the Sellers and the Monitor in a written notice to the Purchaser, together with a copy of the Company and/or Stockholder Representative bring-down and officer's certificates required to be delivered pursuant to Section 9.2(c) and Section 9.2(d); (b) At the Closing the Sellers, Purchaser and Parent shall have taken cause the following actions and/or deliveredMonitor to deliver to or as directed by the Sellers the Deposit (together with any interest accrued thereon), but excluding any portion thereof attributable to CQIM, by wire transfer in immediately available funds to an account or accounts designated at least three (3) Business Days prior to the Closing Date by the Sellers in a written notice to the Purchaser; (c) At the Closing the Sellers shall deliver, or cause to be delivered, to the following documents and instruments to ParentPurchaser: (i) certificates representing the Purchased Shares; (ii) a calculation transfer of the Estimated Adjustment AmountPurchased Shares, in the form of Exhibit D attached hereto and in accordance with Section 3.4; (ii) all corporate, accounting, business and Tax records of E duly executed by the Companyapplicable Seller; (iii) a legal opinion from Xxxxxxx Xxxxxx & Xxxx, Chartered, counsel to the Company, in the form set forth on Exhibit F; (iv) all waivers, consents and approvals from third parties and Governmental Authorities necessary for the transfer copy of the contracts set forth on Exhibit G attached hereto, or necessary for the consummation of the Merger Approval and the transactions contemplated hereby, shall have been obtained and be in effect at the Closing Date; (v) a certificate, dated as of the Closing Date, executed by an executive officer of the Company, confirming the matters set forth in Sections 7.2(a) and (b); (vi) a certificate, dated as of the Closing Date, executed by the secretary of the Company, in accordance with the provisions of Section 7.2(c)(ii); (vii) an executed certificate, dated within 30 days of the Closing Date, of the Secretary of the State of Delaware and of comparable authority in other jurisdictions in which the Company or its Subsidiaries are incorporated or qualified to do business, establishing that each is a validly existing corporation in good standing to transact business; (viii) an estoppel certificate, executed by each of the landlords of the leased Business Facilities listed on Exhibit H attached hereto, in accordance with the provisions of Section 7.2(i); (ix) executed releases, in a form acceptable to Parent, from each of the directors and officers of the Company and each of its Subsidiaries, effective as of the Effective Time, releasing Parent and its Affiliates from all claims of such director or officer relating to any agreement or other understanding with respect to the appointment, employment or other retention of such director or officer (the “Releases”); (x) the Resignations that have been executed and delivered to the Company prior to the Effective Time; (xi) a file-stamped copy (from the Delaware Secretary of State) of the amendment to the Company’s Certificate of Incorporation (the “Charter Amendment”) attached hereto as Exhibit B; (xii) the executed Escrow Agreement in the form set forth on Exhibit I; (xiii) all executed Option Termination Agreements in the form attached hereto as Exhibit C; (xiv) the executed Stockholder Defense Fund Agreement in the form attached hereto as Exhibit E; and (xv) such other documents as may be required by this Agreement or reasonably requested by Parent. (b) On or prior to the Closing Date, Parent and Merger Sub, as applicable, shall have taken the following actions and/or delivered the following documents, instruments, monies or other items to: (i) the Paying Agent, the Payment Fund in accordance with Sections 3.1 and 3.5; (ii) the Escrow Agent, the Escrow Amount in accordance with Section 3.5; (iii) the Stockholder Representative, the Stockholder Defense Amount in accordance with Section 3.5 and 3.10Vesting Order; (iv) the Company, a certificate, dated as of the Closing Date, executed by an executive officer of Parent, confirming the matters set forth in Sections 7.3(a) and (bbring-down certificates required to be delivered pursuant to Section 9.3(i); (v) the Company, a legal opinion from Xxxxx Liddell & Xxxx LLP, counsel officer's certificates required to Parent and Merger Sub, in the form set forth on Exhibit J attached heretobe delivered pursuant to Section 9.3(j); (vi) the executed Escrow Agreement written resignation of all the officers and directors of the Targets together with a release and discharge in the form set forth on of Exhibit IF; (vii) an opening balance sheet for Amalco, which opening balance sheet shall, for greater certainty, demonstrate to the Company, certificates, dated within five days reasonable satisfaction of the Closing Date, Purchaser and Parent that the covenant of the Secretary of the State of Delaware establishing that each of Parent and Merger Sub is Sellers set out in existence and is in good standing to transact business in the state of incorporationSection 6.5 has been fulfilled; and (viii) such other documents as may be required by this Agreement all minute books and share ledgers of the Targets, Cliffs Far North and Cliffs Ontario to the extent in the possession of or reasonably requested by available to Sellers. (d) Within a reasonable time following the CompanyClosing Date, but in any event no later than 90 days following the Closing Date, the Sellers shall deliver, or cause to be delivered to the Purchaser, the accounting, Tax and corporate records of the Targets, Cliffs Far North and Cliffs Ontario to the extent in the possession of or reasonably available to the Sellers.

Closing Actions and Deliveries. Upon the terms and subject to the satisfaction or waiver by the appropriate party of the conditions set forth in Article 6, the parties shall take the following actions on the Closing Date: (a) On or prior Purchaser shall execute and deliver to the Closing Date, the Company and/or Stockholder Representative shall have taken the following actions and/or delivered, or cause to be delivered, the following documents and instruments to ParentSeller: (i) a calculation one or more instruments of the Estimated Adjustment Amountassumption, in form and substance mutually agreeable to the form of Exhibit D attached hereto and in accordance with Section 3.4parties, sufficient for the applicable Purchaser to assume the Assumed Liabilities from each applicable Seller Entity; (ii) all corporate, accounting, business and Tax records evidence that Purchaser has paid the Purchase Price by wire transfer to an account designated by Seller or by other delivery of the Companyimmediately available funds; (iii) a legal opinion from Xxxxxxx Xxxxxx & Xxxx, Chartered, counsel certificate duly executed by the Secretary of the applicable Purchaser pursuant to which such Secretary shall certify (A) to the Companydue adoption by the board of directors or general partner, as the case may be, of such Purchaser of resolutions attached to such certificate authorizing the Transactions and the execution and delivery of the Transaction Documents and the taking of all actions contemplated hereby and thereby; and (B) to the incumbency and true signatures of those officers of such Purchaser duly authorized to act on its behalf in connection with the form set forth Transaction Documents and the Transaction and to execute and deliver, the Transaction Documents on Exhibit Fbehalf of such Purchaser; (iv) all waivers, consents and approvals from third parties and Governmental Authorities necessary a good standing certificate for the transfer applicable Purchaser from the Secretary of State of such Purchaser’s state of incorporation or organization, dated within five (5) days of the contracts set forth on Exhibit G attached hereto, or necessary for the consummation of the Merger and the transactions contemplated hereby, shall have been obtained and be in effect at the Closing Date;Closing; and (v) a certificate, dated as of the Closing Date, executed certificates and other documents required to be delivered by an executive officer of the Company, confirming the matters set forth in Sections 7.2(a) and (b); (vi) a certificate, dated as of the Closing Date, executed by the secretary of the Company, in accordance with the provisions of Section 7.2(c)(ii); (vii) an executed certificate, dated within 30 days of the Closing Date, of the Secretary of the State of Delaware and of comparable authority in other jurisdictions in which the Company Purchaser at or its Subsidiaries are incorporated or qualified to do business, establishing that each is a validly existing corporation in good standing to transact business; (viii) an estoppel certificate, executed by each of the landlords of the leased Business Facilities listed on Exhibit H attached hereto, in accordance with the provisions of Section 7.2(i); (ix) executed releases, in a form acceptable to Parent, from each of the directors and officers of the Company and each of its Subsidiaries, effective as of the Effective Time, releasing Parent and its Affiliates from all claims of such director or officer relating to any agreement or other understanding with respect to the appointment, employment or other retention of such director or officer (the “Releases”); (x) the Resignations that have been executed and delivered to the Company prior to the Effective Time; (xi) a file-stamped copy (from the Delaware Secretary of State) of the amendment to the Company’s Certificate of Incorporation (the “Charter Amendment”) attached hereto as Exhibit B; (xii) the executed Escrow Agreement in the form set forth on Exhibit I; (xiii) all executed Option Termination Agreements in the form attached hereto as Exhibit C; (xiv) the executed Stockholder Defense Fund Agreement in the form attached hereto as Exhibit E; and (xv) such other documents as may be required by this Agreement or reasonably requested by ParentClosing under Section 6.2. (b) On Seller shall, or prior shall cause the applicable Seller Entities to, execute and deliver to the Closing Date, Parent and Merger Sub, as applicable, shall have taken the following actions and/or delivered the following documents, instruments, monies or other items toPurchaser: (i) one or more instruments of assignment, in form and substance mutually agreeable to the Paying Agentparties, sufficient to assign the Payment Fund in accordance with Sections 3.1 and 3.5Seller Assigned Licenses to Purchaser; (ii) one or more instruments of assignment and conveyance, in form and substance to be agreed upon by the Escrow Agentparties, sufficient to assign and transfer all right, title and interest of the Escrow Amount applicable Seller Entities in accordance with Section 3.5and to the Seller Assigned Customer Assets to Purchaser or its designated Affiliate; (iii) a certificate duly executed by the Stockholder RepresentativeSecretary of Seller pursuant to which such Secretary shall certify (A) to the due adoption by the board of directors of Seller of resolutions attached to such certificate authorizing the Transactions and the execution and delivery of the Transaction Documents and the taking of all actions contemplated hereby and thereby; and (B) to the incumbency and true signatures of those officers of Seller duly authorized to act on its behalf in connection with the Transaction Documents and the Transaction and to execute and deliver, the Stockholder Defense Amount in accordance with Section 3.5 and 3.10Transaction Documents on behalf of Seller; (iv) a good standing certificate for Seller from the Company, a certificateSecretary of State of the State of Delaware, dated as within five (5) days of the Closing Date, executed by an executive officer of Parent, confirming the matters set forth in Sections 7.3(a) and (b);Closing; and (v) the Company, a legal opinion from Xxxxx Liddell & Xxxx LLP, counsel to Parent certificates and Merger Sub, in the form set forth on Exhibit J attached hereto; (vi) the executed Escrow Agreement in the form set forth on Exhibit I; (vii) the Company, certificates, dated within five days of the Closing Date, of the Secretary of the State of Delaware establishing that each of Parent and Merger Sub is in existence and is in good standing to transact business in the state of incorporation; and (viii) such other documents as may required to be required delivered by this Agreement Seller at or reasonably requested by the Companyprior to Closing under Section 6.1.

Closing Actions and Deliveries. Upon the terms and subject to the satisfaction or, to the extent permitted by applicable Law, waiver by the appropriate party of the conditions set forth in Article VII, the parties shall take the following actions on the Closing Date: (a) On or prior to the Closing Date, the Company and/or Stockholder Representative shall have taken the following actions and/or deliveredUSCC shall, or shall cause the applicable USCC Affiliate to, execute and deliver to be delivered, the following documents and instruments to ParentALLTEL: (i) a calculation one or more instruments of assignment and assumption of the Estimated Adjustment Amount, in the form of Exhibit D attached hereto and in accordance with Section 3.4; (ii) all corporate, accounting, business and Tax records of the Company; (iii) a legal opinion from Xxxxxxx Xxxxxx & Xxxx, Chartered, counsel to the Company, in the form set forth on Exhibit F; (iv) all waivers, consents and approvals from third parties and Governmental Authorities necessary for the transfer of the contracts set forth on Exhibit G attached hereto, or necessary for the consummation of the Merger and the transactions contemplated hereby, shall have been obtained and be in effect at the Closing Date; (v) a certificate, dated as of the Closing Date, executed by an executive officer of the Company, confirming the matters set forth in Sections 7.2(a) and (b); (vi) a certificate, dated as of the Closing Date, executed by the secretary of the Company, in accordance with the provisions of Section 7.2(c)(ii); (vii) an executed certificate, dated within 30 days of the Closing Date, of the Secretary of the State of Delaware and of comparable authority in other jurisdictions in which the Company or its Subsidiaries are incorporated or qualified to do business, establishing that each is a validly existing corporation in good standing to transact business; (viii) an estoppel certificate, executed by each of the landlords of the leased Business Facilities listed on Exhibit H attached hereto, in accordance with the provisions of Section 7.2(i); (ix) executed releases, in a form acceptable to Parent, from each of the directors and officers of the Company and each of its Subsidiaries, effective as of the Effective Time, releasing Parent and its Affiliates from all claims of such director or officer relating to any agreement or other understanding with respect to the appointment, employment or other retention of such director or officer (the “Releases”); (x) the Resignations that have been executed and delivered to the Company prior to the Effective Time; (xi) a file-stamped copy (from the Delaware Secretary of State) of the amendment to the Company’s Certificate of Incorporation (the “Charter Amendment”) attached hereto as Exhibit B; (xii) the executed Escrow Agreement in the form set forth on Exhibit I; (xiii) all executed Option Termination Agreements ALLTEL Newco Interests in the form attached hereto as Exhibit CA-1 (collectively, the “ALLTEL Assignment and Assumption”); (xivii) one or more instruments of assignment and assumption of the executed Stockholder Defense Fund Agreement USCC Newco Interests in the form attached hereto as Exhibit EA-2 (collectively, the “USCC Assignment and Assumption”), together with a certificate or certificates representing 100 percent of the USCC Newco Interests (to the extent such Newco Interests are represented in certificated form); (iii) a resignation from each of the managers, directors and officers of USCC Newco; (iv) the original minute book, stock transfer book, corporate seal and other corporate records of USCC Newco, which shall include true, correct and complete copies of certificate of formation and the limited liability company operating agreement or other applicable organizational documents (and all amendments, supplements and modifications thereto) and the minutes of meetings of directors, members or managers; (v) evidence that USCC has made the Cash Payment, as adjusted pursuant to Section 1.03, by wire transfer to an account designated by ALLTEL or by other delivery of immediately available funds; (vi) with respect to USCC or any Affiliate who holds the USCC Newco Interests at Closing, a FIRPTA certificate as required by Section 1445 of the Code, and any other similar certificates or documents required by state law; and (xvvii) such the certificates and other documents as may required to be required delivered by this Agreement USCC at or reasonably requested by Parentprior to Closing under Section 7.01. (b) On ALLTEL shall, or prior shall cause the applicable ALLTEL Affiliate to, execute and deliver to the Closing Date, Parent and Merger Sub, as applicable, shall have taken the following actions and/or delivered the following documents, instruments, monies or other items toUSCC: (i) the Paying AgentALLTEL Assignment and Assumption, together with a certificate or certificates representing 100 percent of the Payment Fund ALLTEL Newco Interests (to the extent such Newco Interests are represented in accordance with Sections 3.1 and 3.5certificated form); (ii) the Escrow Agent, the Escrow Amount in accordance with Section 3.5USCC Assignment and Assumption; (iii) a resignation from each of the Stockholder Representativemanagers, the Stockholder Defense Amount in accordance with Section 3.5 directors and 3.10officers of ALLTEL Newco; (iv) the Companyoriginal minute book, a certificatestock transfer book, dated as corporate seal and other corporate records of ALLTEL Newco, which shall include true, correct and complete copies of the Closing Datecertificate of formation and the limited liability company operating agreement or other applicable organizational documents (and all amendments, executed by an executive officer of Parent, confirming the matters set forth in Sections 7.3(asupplements and modifications thereto) and (b)the minutes of meetings of directors, members or managers; (v) with respect to ALLTEL or any Affiliate who holds the CompanyALLTEL Newco Interests at Closing, a legal opinion from Xxxxx Liddell & Xxxx LLPFIRPTA certificate as required by Section 1445 of the Code, counsel to Parent and Merger Sub, in the form set forth on Exhibit J attached hereto;any other similar certificates or documents required by state law; and (vi) the executed Escrow Agreement in the form set forth on Exhibit I; (vii) the Company, certificates, dated within five days of the Closing Date, of the Secretary of the State of Delaware establishing that each of Parent certificates and Merger Sub is in existence and is in good standing to transact business in the state of incorporation; and (viii) such other documents as may required to be required delivered by this Agreement ALLTEL at or reasonably requested by the Companyprior to Closing under Section 7.02.

Closing Actions and Deliveries. At the Closing: (a) On The Purchaser shall deliver to the Distribution Agent, as distribution agent for the Sellers, an amount equal to the Purchase Price minus the Good Faith Deposit (together with any actual earnings thereon) by wire transfer in immediately available funds to an account or accounts designated at least two Business Days prior to the Closing Date, Date by the Company and/or Stockholder Representative Distribution Agent in a written notice to the Purchaser; (b) The Sellers shall have taken the following actions and/or delivereddeliver, or cause to be delivered, to the following documents and instruments to ParentPurchaser: (i) a calculation all duly executed instruments of conveyance and assignment as the Estimated Adjustment Amount, Purchaser shall reasonably deem necessary or appropriate to vest in the form of Exhibit D attached hereto Purchaser (or its designee, as the case may be) each Seller’s right, title and in accordance with Section 3.4interest in, to and under the Assets and Assigned Contracts; (ii) all corporate, accounting, business and Tax records a copy of the Company; (iii) a legal opinion from Xxxxxxx Xxxxxx & Xxxx, Chartered, counsel to the Company, in the form set forth on Exhibit F; (iv) all waivers, consents and approvals from third parties and Governmental Authorities necessary for the transfer of the contracts set forth on Exhibit G attached hereto, or necessary for the consummation of the Merger and the transactions contemplated hereby, shall have been obtained and be in effect at the Closing Date; (v) a certificate, dated as of the Closing Date, executed by an executive officer of the Company, confirming the matters set forth in Sections 7.2(a) and (b); (vi) a certificate, dated as of the Closing Date, executed by the secretary of the Company, in accordance with the provisions of Section 7.2(c)(ii); (vii) an executed certificate, dated within 30 days of the Closing Date, of the Secretary of the State of Delaware and of comparable authority in other jurisdictions in which the Company or its Subsidiaries are incorporated or qualified to do business, establishing that each is a validly existing corporation in good standing to transact business; (viii) an estoppel certificate, executed by each of the landlords of U.S. Sale Order and the leased Business Facilities listed on Exhibit H attached hereto, in accordance with the provisions of Section 7.2(i); (ix) executed releases, in a form acceptable to Parent, from each of the directors Canadian Approval and officers of the Company and each of its Subsidiaries, effective as of the Effective Time, releasing Parent and its Affiliates from all claims of such director or officer relating to any agreement or other understanding with respect to the appointment, employment or other retention of such director or officer (the “Releases”); (x) the Resignations that have been executed and delivered to the Company prior to the Effective Time; (xi) a file-stamped copy (from the Delaware Secretary of State) of the amendment to the Company’s Certificate of Incorporation (the “Charter Amendment”) attached hereto as Exhibit B; (xii) the executed Escrow Agreement in the form set forth on Exhibit I; (xiii) all executed Option Termination Agreements in the form attached hereto as Exhibit C; (xiv) the executed Stockholder Defense Fund Agreement in the form attached hereto as Exhibit E; and (xv) such other documents as may be required by this Agreement or reasonably requested by Parent. (b) On or prior to the Closing Date, Parent and Merger Sub, as applicable, shall have taken the following actions and/or delivered the following documents, instruments, monies or other items to: (i) the Paying Agent, the Payment Fund in accordance with Sections 3.1 and 3.5; (ii) the Escrow Agent, the Escrow Amount in accordance with Section 3.5Vesting Order; (iii) the Stockholder Representative, the Stockholder Defense Amount in accordance with officer’s certificate required to be delivered pursuant to Section 3.5 and 3.107.2(c); (iv) an executed Monitor’s certificate substantially in the Companyform attached to the Canadian Approval and Vesting Order, a certificate, dated as of provided that all events to be certified therein by the Closing Date, executed by an executive officer of Parent, confirming the matters set forth in Sections 7.3(a) and (b)Monitor have occurred; (v) the Companysubject to Section 5.11, a legal opinion from Xxxxx Liddell & Xxxx LLPtrue, counsel complete and (except to Parent the extent executed copies thereof are not theretofore obtained pursuant to Section 5.8(d), the Contracts listed in Section 2.3.2(b) of the Sellers Disclosure Schedule) executed copy of each (A) Outbound License Agreement, Cross License Agreement, Joint Ownership Agreement and Merger SubContinuing Unlisted License (if any), (B) agreement and other document at any time contained in the form set forth on Exhibit J attached hereto; (vi) Data Room and available to the executed Escrow Agreement Purchaser, other than documents that have been updated or superseded by subsequent drafts of such documents the latest drafts of which are available in the form set forth on Exhibit I; (vii) the Company, certificates, dated within five days Data Room as of the Closing Datedate hereof, of the Secretary of the State of Delaware establishing that each of Parent and Merger Sub is in existence and is in good standing to transact business in the state of incorporation; (C) Transferred License and (viii) such other documents as may be required by this Agreement or reasonably requested by the Company.

Closing Actions and Deliveries. Upon the terms and subject to the satisfaction or waiver by the appropriate party of the conditions set forth in Article 7, the parties shall take the following actions on the Closing Date: (a) On or prior to the Closing Date, the Company and/or Stockholder Representative shall have taken the following actions and/or deliveredAWS shall, or shall cause the applicable AWS Entities to, execute and deliver to be delivered, the following documents and instruments to ParentUSCC: (i) a calculation one or more instruments of the Estimated Adjustment Amountassumption, in the form of Exhibit D attached hereto and in accordance with Section 3.4; (ii) all corporate, accounting, business and Tax records of the Company; (iii) a legal opinion from Xxxxxxx Xxxxxx & Xxxx, Chartered, counsel to the Company, in the form set forth on Exhibit F; (iv) all waivers, consents and approvals from third parties and Governmental Authorities necessary for the transfer of the contracts set forth on Exhibit G attached hereto, or necessary for the consummation of the Merger and the transactions contemplated hereby, shall have been obtained and be in effect at the Closing Date; (v) a certificate, dated as of the Closing Date, executed by an executive officer of the Company, confirming the matters set forth in Sections 7.2(a) and (b); (vi) a certificate, dated as of the Closing Date, executed by the secretary of the Company, in accordance with the provisions of Section 7.2(c)(ii); (vii) an executed certificate, dated within 30 days of the Closing Date, of the Secretary of the State of Delaware and of comparable authority in other jurisdictions in which the Company or its Subsidiaries are incorporated or qualified to do business, establishing that each is a validly existing corporation in good standing to transact business; (viii) an estoppel certificate, executed by each of the landlords of the leased Business Facilities listed on Exhibit H attached hereto, in accordance with the provisions of Section 7.2(i); (ix) executed releases, in a form acceptable to Parent, from each of the directors and officers of the Company and each of its Subsidiaries, effective as of the Effective Time, releasing Parent and its Affiliates from all claims of such director or officer relating to any agreement or other understanding with respect to the appointment, employment or other retention of such director or officer (the “Releases”); (x) the Resignations that have been executed and delivered to the Company prior to the Effective Time; (xi) a file-stamped copy (from the Delaware Secretary of State) of the amendment to the Company’s Certificate of Incorporation (the “Charter Amendment”) attached hereto as Exhibit B; (xii) the executed Escrow Agreement in the form set forth on Exhibit I; (xiii) all executed Option Termination Agreements substantially in the form attached hereto as Exhibit CA, sufficient for the applicable AWS Entities to assume the USCC Assumed Liabilities from each applicable USCC Entity; (xivii) evidence that AWS has made the Cash Payment by wire transfer to an account designated by USCC or by other delivery of immediately available funds; and (iii) the executed Stockholder Defense Fund Agreement certificates and other documents required to be delivered by AWS at or prior to Closing under Section 7.2. (b) USCC shall, or shall cause the applicable USCC Entities to, execute and deliver to AWS: (i) one or more instruments of assignment, substantially in the form attached hereto as Exhibit E; and (xv) such other documents as may be required by this Agreement B, sufficient to assign the USCC Assigned Licenses to AWS or reasonably requested by Parent. (b) On or prior to the Closing Date, Parent and Merger Sub, as applicable, shall have taken the following actions and/or delivered the following documents, instruments, monies or other items to: (i) the Paying Agent, the Payment Fund in accordance with Sections 3.1 and 3.5its designated Affiliate; (ii) one or more bills of sale and other instruments of assignment and conveyance, substantially in the Escrow Agentforms attached hereto as Exhibit C, sufficient to assign and transfer all right, title and interest of the Escrow Amount applicable USCC Entities in accordance with Section 3.5;and to the USCC Assets to AWS or its designated Affiliate; and (iii) the Stockholder Representative, the Stockholder Defense Amount in accordance with Section 3.5 certificates and 3.10; (iv) the Company, a certificate, dated as of the Closing Date, executed by an executive officer of Parent, confirming the matters set forth in Sections 7.3(a) and (b); (v) the Company, a legal opinion from Xxxxx Liddell & Xxxx LLP, counsel to Parent and Merger Sub, in the form set forth on Exhibit J attached hereto; (vi) the executed Escrow Agreement in the form set forth on Exhibit I; (vii) the Company, certificates, dated within five days of the Closing Date, of the Secretary of the State of Delaware establishing that each of Parent and Merger Sub is in existence and is in good standing to transact business in the state of incorporation; and (viii) such other documents as may required to be required delivered by this Agreement USCC at or reasonably requested by the Companyprior to Closing under Section 7.1.

Closing Actions and Deliveries. (a) On or prior to the Closing Date, the Company and/or Stockholder Representative Shareholders shall have taken the following actions and/or delivered, or cause to be delivered, delivered the following documents and instruments to Parent: (i) a calculation of certificates representing the Estimated Adjustment Amount, in the form of Exhibit D attached hereto and in accordance with Section 3.4Company Common Stock; (ii) a Release of Claims Agreement executed by each of the Shareholders, Xx. Xxxxx and Xxx. Xxxxx releasing the Company, the Surviving Corporation and Parent from any and all prior claims of such Shareholder, in a form reasonably satisfactory to Parent; (iii) all corporate, accounting, business and Tax records of the Company; (iiiiv) a legal opinion from Xxxxxxx Xxxxxx & Xxxx, Charteredand Company Inc., counsel to the Shareholders and the Company, in the a form set forth on Exhibit Freasonably satisfactory to Parent; (ivv) an executed Nondisclosure and Non-Solicitation Agreement between Parent and each of Xx. Xxxxx and Xxx. Xxxxx, in a form reasonably satisfactory to Parent; (vi) an executed Employment Agreement (including restrictive covenant provisions) between Parent and each of Xx. Xxxxx and Xx. Xxx Xxxxxxxx, in a form reasonably satisfactory to each of the parties thereto; (vii) all waivers, consents and approvals from third parties and Governmental Authorities governmental authorities necessary for the transfer of any material contracts, financial assurances and any other rights and benefits in connection with the contracts set forth on Exhibit G attached heretoMerger, or necessary for the consummation of the Merger and the transactions contemplated hereby, shall have been obtained and be in effect at the Closing Date; (vviii) the board of directors of the Company and the Shareholders shall have approved this Agreement and the closing of the transactions contemplated herein; (ix) a certificate, dated as of the Closing Date, executed by an executive officer of the Company, confirming the matters set forth in Sections 7.2(a) and (b); (vi) a certificate, dated as of the Closing Date, executed by the secretary of the Company, in accordance with the provisions of Section 7.2(c)(ii); (vii) an executed certificate, dated within 30 five days of the Closing Date, of the Secretary of the State of Delaware and of comparable authority in other jurisdictions in which California establishing that the Company or its Subsidiaries are incorporated or qualified to do business, establishing that each is a validly existing corporation in existence and is in good standing to transact business; (viii) an estoppel certificate, executed by each business in the state of the landlords of the leased Business Facilities listed on Exhibit H attached hereto, in accordance with the provisions of Section 7.2(i); (ix) executed releases, in a form acceptable to Parent, from each of the directors and officers of the Company and each of its Subsidiaries, effective as of the Effective Time, releasing Parent and its Affiliates from all claims of such director or officer relating to any agreement or other understanding with respect to the appointment, employment or other retention of such director or officer (the “Releases”)incorporation; (x) the Resignations that have been executed resignations of Xx. Xxxxx, Xxx. Xxxxx, Xx. Xxxxx X. Greif and delivered to the Company prior to the Effective Time; (xi) a file-stamped copy (from the Delaware Secretary of State) Xx. Xxxxx X. Calabrese as an employee, officer and/or director of the amendment to the Company’s Certificate of Incorporation (the “Charter Amendment”) attached hereto , as Exhibit B; (xii) the executed Escrow Agreement in the form set forth on Exhibit I; (xiii) all executed Option Termination Agreements in the form attached hereto as Exhibit C; (xiv) the executed Stockholder Defense Fund Agreement in the form attached hereto as Exhibit Eapplicable; and (xvxi) such other documents as may be required by this Agreement or reasonably requested by Parent. (b) On or prior to the Closing Date, Parent and Merger Sub, as applicable, Sub shall have taken the following actions and/or delivered the following documents, instruments, monies instruments or other items to:to each of the Shareholders (as applicable): (i) the Paying AgentMerger Consideration, the Payment Fund determined in accordance with Sections 3.1 Section 3.1(a) and 3.5Section 3.2; (ii) the Escrow Agentboard of directors of Parent and the Merger Sub, and the Escrow Amount in accordance with Section 3.5;shareholders of the Merger Sub, shall have approved this Agreement and the closing of the transactions contemplated herein; and (iii) the Stockholder Representativean executed Employment Agreement between Parent and each of Messrs. Waltz and Xxxxxxxx, the Stockholder Defense Amount in accordance with Section 3.5 and 3.10; (iv) the Company, a certificate, dated as form reasonably satisfactory to each of the Closing Date, executed by an executive officer of Parent, confirming the matters set forth in Sections 7.3(a) and (b); (v) the Company, a legal opinion from Xxxxx Liddell & Xxxx LLP, counsel to Parent and Merger Sub, in the form set forth on Exhibit J attached hereto; (vi) the executed Escrow Agreement in the form set forth on Exhibit I; (vii) the Company, certificates, dated within five days of the Closing Date, of the Secretary of the State of Delaware establishing that each of Parent and Merger Sub is in existence and is in good standing to transact business in the state of incorporation; and (viii) such other documents as may be required by this Agreement or reasonably requested by the Companyparties thereto.