Closing Deliveries by Element Sample Clauses

Closing Deliveries by Element. At the Closing, Element shall authorize, execute and/or deliver to Ardagh or NewCo, as the case may be: (i) a duly executed counterpart to each of the Related Agreements to which Element or any of its Affiliates is to be a party; (ii) a certificate duly executed by an authorized representative of Element, certifying as to (A) the fulfillment of the conditions set forth in Section ‎7.3(a) and Section ‎7.3(b) and (B) the termination by Element or its Affiliates of all material intercompany arrangements effective as of the Closing, in accordance with Section ‎5.8(a)(ii); (iii) for Exal Purchased Entities that are organized under the Laws of a jurisdiction located in the United States, a certificate dated as of the Closing Date to the effect that such Exal Purchased Entity is not a “United States real property holding corporation” in accordance with U.S. Treasury Regulation Section 1.1445-2(c)(3) and a corresponding notice to the U.S. Internal Revenue Service in accordance with U.S. Treasury Regulation Section 1.897-2(h); (iv) the Local Transfer Documents in such form as the Parties mutually agree is necessary or appropriate to effect the transfer of the Exal Equity Interests to NewCo or its designated Subsidiary in each jurisdiction, free and clear of all Encumbrances (other than Encumbrances arising under securities Laws or the Shareholders Agreement), duly executed by Element and/or its applicable Affiliates; (v) such other customary instruments of transfer, assumptions, filings or documents, in form and substance reasonably satisfactory to Ardagh or NewCo, as the case may be, required to give effect to this Agreement.