Common use of Closing Deliveries by Parent Clause in Contracts

Closing Deliveries by Parent. At the Closing (or prior to Closing as specified below), Parent shall deliver or cause to be delivered to Buyer: (a) one or more stock certificates for all Purchased Shares owned by Seller, in customary form, duly endorsed in blank or accompanied by stock powers or other instruments of transfer, duly executed by Seller and evidencing transfer of the Purchased Shares to Buyer free and clear of all Liens (other than restrictions on transfer arising under applicable securities Laws); (b) a duly executed counterpart to a transition services agreement, substantially in the form attached hereto as Exhibit C (the “Transition Services Agreement”); (c) a duly executed counterpart to an intellectual property assignment agreement, substantially in the form attached hereto as Exhibit D (the “IP Assignment Agreement”); (d) a duly executed counterpart to Amendment number 81 to the Reseller Agreement, by and between Seller and Buyer, dated September 28, 2005, substantially in the form attached hereto as Exhibit E (the “Buyer Commercial Agreement” and, together with the Company Commercial Agreement, the “Commercial Agreements”); (e) a certificate of a duly authorized officer of Parent and the Seller certifying as to the matters set forth in Section 8.03(a); (f) a duly completed and executed IRS Form W-9 of Seller; (g) executed documentation that provides that, upon consummation of the transactions contemplated hereby, all obligations of the Transferred Companies with respect to any Closing Date Indebtedness, the Parent Credit Agreement and the Securitization Credit Agreement (other than, solely with respect to the Securitization Credit Agreement, contingent and unmatured indemnification obligations thereunder that are not reasonably expected to become due or payable), and all Liens securing the obligations under any Closing Date Indebtedness and each of the Parent Credit Agreement and Securitization Credit Agreement with respect to the Purchased Shares, the Transferred Companies and the assets of the Business owned by any Transferred Company, shall, in each case, be released in full; (h) if any of the Transferred Companies incurs any indebtedness for borrowed money that is outstanding as of immediately prior to Closing which is not indebtedness of the Retained Entities in respect of which the Transferred Companies will be released pursuant to Section 2.05(g), then, at least two (2) Business Days prior to the Closing, pay-off letters (the “Pay-Off Letters”) in a form reasonably satisfactory to Buyer with respect to the payoff amounts of such indebtedness and all Liens and guarantees related to such intendedness shall either be terminated and released or the Pay-Off Letters shall specify they will be so terminated and released after satisfaction of the conditions specified therein and Buyer shall have received evidence of the foregoing reasonably satisfactory to it; (i) evidence in a form reasonably satisfactory to Buyer that, subject to Section 5.09(b), all Affiliate Arrangements and intercompany arrangements or Contracts (whether written or oral) between any Transferred Company, on the one hand, and Parent or its Affiliates (other than the Transferred Companies), on the other hand, have been terminated in a manner that provides that neither the Transferred Companies nor the Business shall have any further obligations or liabilities to the counterparties to such Affiliate Arrangements other than as mutually agreed by Buyer and Parent to survive such termination; and (j) at least two (2) Business Days prior to the Closing, invoices and wire instructions for any Transaction Expenses to be paid at the Closing.

Closing Deliveries by Parent. At the Closing (or prior to Closing as specified below)Closing, Parent shall deliver or cause to be delivered to Buyerthe following: (a) one or more stock certificates for all Purchased Shares owned by Seller, in customary form, duly endorsed in blank or accompanied by stock powers or other instruments of transfer, duly executed by Seller and evidencing transfer of the Purchased Closing Equity Consideration to paid as follows: (i) 111,936.48 Multiple Voting Shares to Buyer free and clear of all Liens the Stockholders Escrow; and (other than restrictions on transfer arising under applicable securities Laws);ii) 41,515.93 Multiple Voting Shares to the Stockholders Trust. (b) a duly executed counterpart the Indemnification Escrow Amount to a transition services agreement, substantially in the form attached hereto as Exhibit C (the “Transition Services Agreement”)Indemnity Escrow Account; (c) a duly executed counterpart the Adjustment Escrow Amount to an intellectual property assignment agreement, substantially in the form attached hereto as Exhibit D (the “IP Assignment Agreement”)Adjustment Escrow Account; (d) a duly executed counterpart the Closing Cash Payment, to Amendment number 81 to the Reseller Agreement, by and between Seller and Buyer, dated September 28, 2005, substantially be paid in the form attached hereto as Exhibit E (the “Buyer Commercial Agreement” and, together accordance with the Company Commercial Agreement, the “Commercial Agreements”Schedule 2.14(d); (e) a certificate to the holders of a the Senior Secured Notes, the Senior Secured Debt Payment; (f) the Agreement of Merger, duly executed by an authorized officer of Parent and the Seller certifying as to the matters set forth in Section 8.03(a); (f) a duly completed and executed IRS Form W-9 of SellerMerger Sub; (g) executed documentation that provides thatcounterparts of each of the Ancillary Agreements (as applicable); (h) a certificate of status for Parent from the jurisdiction in which Parent is incorporated, upon dated as of a date not earlier than ten (10) days prior to the Closing; (i) a certificate from a duly authorized officer of Parent, dated as of the Closing, certifying and attaching true and complete copies of the resolutions duly and validly adopted by the Board of Directors of Parent authorizing the execution, delivery and performance of this Agreement, the Ancillary Agreements (as applicable) and the consummation of the transactions contemplated hereby, all obligations of the Transferred Companies with respect to any Closing Date Indebtedness, the Parent Credit Agreement hereby and the Securitization Credit Agreement (other than, solely with respect to the Securitization Credit Agreement, contingent and unmatured indemnification obligations thereunder that are not reasonably expected to become due or payable), and all Liens securing the obligations under any Closing Date Indebtedness and each of the Parent Credit Agreement and Securitization Credit Agreement with respect to the Purchased Shares, the Transferred Companies and the assets of the Business owned by any Transferred Company, shall, in each case, be released in fullthereby; (hj) countersigned releases and resignations, effective as of the Closing, of such of the officers and directors of the Company and each Subsidiary, as are designated by Parent, in such form as are acceptable to counsel to Parent; (k) if any required pursuant to CSE rules applicable to Parent, the consent of the Transferred Companies incurs any indebtedness for borrowed money that is outstanding as of immediately prior to Closing which is not indebtedness of the Retained Entities CSE in respect of which the Transferred Companies will be released pursuant to Section 2.05(g), then, at least two (2) Business Days prior to the Closing, pay-off letters (the “Pay-Off Letters”) in a form reasonably satisfactory to Buyer with respect to the payoff amounts of such indebtedness and all Liens and guarantees related to such intendedness shall either be terminated and released or the Pay-Off Letters shall specify they will be so terminated and released after satisfaction issuance of the conditions specified therein and Buyer shall have received evidence of the foregoing reasonably satisfactory to it; (i) evidence Merger Consideration as contemplated in a form reasonably satisfactory to Buyer that, subject to Section 5.09(b), all Affiliate Arrangements and intercompany arrangements or Contracts (whether written or oral) between any Transferred Company, on the one hand, and Parent or its Affiliates (other than the Transferred Companies), on the other hand, have been terminated in a manner that provides that neither the Transferred Companies nor the Business shall have any further obligations or liabilities to the counterparties to such Affiliate Arrangements other than as mutually agreed by Buyer and Parent to survive such terminationthis Agreement; and (jl) at least two (2) Business Days prior such other certificates, documents, schedules, agreements, resolutions, consents, approvals, rulings or other instruments as may be reasonably requested by the Stockholder Representative in order to effectuate or evidence the Closing, invoices and wire instructions for any Transaction Expenses to be paid at the Closingtransactions contemplated hereby.

Closing Deliveries by Parent. At the Closing (or prior to Closing as specified below)Closing, Parent shall deliver or cause to be delivered to Buyerthe following: (a) one or more stock certificates for all Purchased Shares owned by Seller, in customary form, duly endorsed in blank or accompanied by stock powers or other instruments of transfer, duly executed by Seller and evidencing transfer of the Purchased Shares to Buyer free and clear of all Liens (other than restrictions on transfer arising under applicable securities Laws)Initial Equity Consideration; (b) a duly executed counterpart copies of the Carryover Notes, to a transition services agreement, substantially in the form attached hereto as Exhibit C (the “Transition Services Agreement”)respective holders thereof; (c) a duly executed counterpart the Harborside Warrant to an intellectual property assignment agreement, substantially in the form attached hereto as Exhibit D (the “IP Assignment Agreement”)Sole Stockholder; (d) a duly executed counterpart to Amendment number 81 the Indemnification Escrow Shares to the Reseller Agreement, by and between Seller and Buyer, dated September 28, 2005, substantially in the form attached hereto as Exhibit E (the “Buyer Commercial Agreement” and, together with the Company Commercial Agreement, the “Commercial Agreements”)Escrow Agent; (e) a certificate the Adjustment Escrow Amount to the Adjustment Escrow Account; (f) the Agreement of a Merger, duly executed by an authorized officer of Parent and the Seller certifying as to the matters set forth in Section 8.03(a); (f) a duly completed and executed IRS Form W-9 of SellerMerger Sub; (g) executed documentation counterparts of each of the Ancillary Agreements (as applicable); (h) an executed resolution of the Parent Board (the “Appointment Resolution”): (i) appointing Xxx Xxxxxx and Xxxx Xxxxxx to the Parent Board for a term ending no sooner than the date of the first annual meeting of Parent at which elections for the Parent Board are held that provides thatoccurs following the Closing Date; and (ii) authorizing the Parent to nominate Xxx Xxxxxx and Xxxx Xxxxxx as directors on the Parent Board at each of the next two annual meetings of shareholders following the Closing Date; (i) certificates of status/good standing for Parent and each of its Subsidiaries from the jurisdiction in which such Person is organized, upon dated as of a date not earlier than ten (10) days prior to the Closing; (j) a certificate from a duly authorized officer of Parent, dated as of the Closing, (i) certifying and attaching (A) true and complete copies of the resolutions duly and validly adopted by (x) the Board of Directors of Parent and (y) the Board of Directors and sole stockholder of Merger Sub authorizing the execution, delivery and performance of this Agreement, the Ancillary Agreements (as applicable) and the consummation of the transactions contemplated herebyhereby and thereby, all obligations (B) the articles of incorporation of Parent; and (C) the bylaws of Parent, as amended to date and as currently in effect; and (ii) certifying the names and specimen signatures of the Transferred Companies with respect officers of Parent and Merger Sub authorized to any Closing Date Indebtedness, the Parent Credit sign this Agreement and the Securitization Credit Agreement Ancillary Agreements to which Parent and/or Merger Sub, as the case may be, is a party and the other documents to be delivered hereunder and thereunder; (k) payment for a duly executed, valid and binding binder for the Tail Policy, or other thanevidence reasonably satisfactory to Sole Stockholder that Harborside has remitted payment for the Tail Policy and such Tail Policy has been bound and is in full force and effect; (l) payment of the Transaction Expenses as set forth on the Closing Statement, solely together with respect to such additional reasonable closing costs that have been approved in writing by Parent since the Securitization Credit Agreementdelivery of such Closing Statement. (m) countersigned releases and resignations, contingent effective as of the Closing, of such of the officers and unmatured indemnification obligations thereunder that are not reasonably expected to become due or payable), and all Liens securing directors of the obligations under any Closing Date Indebtedness Company and each of the Parent Credit Agreement and Securitization Credit Agreement with respect its Subsidiaries, as are designated by Parent, in such form as are acceptable to counsel to the Purchased Shares, the Transferred Companies and the assets of the Business owned by any Transferred Company, shall, in each case, be released in full; (h) if any of the Transferred Companies incurs any indebtedness for borrowed money that is outstanding as of immediately prior to Closing which is not indebtedness of the Retained Entities in respect of which the Transferred Companies will be released pursuant to Section 2.05(g), then, at least two (2) Business Days prior to the Closing, pay-off letters (the “Pay-Off Letters”) in a form reasonably satisfactory to Buyer with respect to the payoff amounts of such indebtedness and all Liens and guarantees related to such intendedness shall either be terminated and released or the Pay-Off Letters shall specify they will be so terminated and released after satisfaction of the conditions specified therein and Buyer shall have received evidence of the foregoing reasonably satisfactory to it; (i) evidence in a form reasonably satisfactory to Buyer that, subject to Section 5.09(b), all Affiliate Arrangements and intercompany arrangements or Contracts (whether written or oral) between any Transferred Company, on the one hand, and Parent or its Affiliates (other than the Transferred Companies), on the other hand, have been terminated in a manner that provides that neither the Transferred Companies nor the Business shall have any further obligations or liabilities to the counterparties to such Affiliate Arrangements other than as mutually agreed by Buyer and Parent to survive such termination; and (jn) at least two (2) Business Days prior such other certificates, documents, schedules, agreements, resolutions, consents, approvals, rulings or other instruments as may be reasonably requested by the Sole Stockholder in order to effectuate or evidence the Closing, invoices and wire instructions for any Transaction Expenses to be paid at the Closingtransactions contemplated hereby.

Closing Deliveries by Parent. At the Closing (or prior to Closing as specified below)Closing, Parent shall deliver or cause to be delivered to Buyerthe following: (a) one or the Merger Consideration to be paid as follows: (i) A number of shares equal to the Merger Consideration, based on the Preliminary Closing Statement less subsections (ii) and (iii) below, to the Adjustment Escrow Account; (ii) A number of shares determined by the Preliminary Closing Statement, as more stock certificates for all Purchased particularly set forth in Section 2.18(a), to the Contingent Liability Escrow Account; and (iii) 50,000,000 Subordinate Voting Shares owned by Seller, in customary form, duly endorsed in blank or accompanied by stock powers or other instruments to the Shareholders Escrow. (b) the Certificate of transferXxxxxx, duly executed by Seller an authorized officer of Parent and evidencing transfer of the Purchased Shares to Buyer free and clear of all Liens (other than restrictions on transfer arising under applicable securities Laws); (b) a duly executed counterpart to a transition services agreement, substantially in the form attached hereto as Exhibit C (the “Transition Services Agreement”)Merger Sub; (c) a the Agreement of Xxxxxx, duly executed counterpart to by an intellectual property assignment agreement, substantially in the form attached hereto as Exhibit D (the “IP Assignment Agreement”)authorized officer of Parent and Merger Sub; (d) a duly executed counterpart to Amendment number 81 to counterparts of each of the Reseller Agreement, by and between Seller and Buyer, dated September 28, 2005, substantially in the form attached hereto Ancillary Agreements (as Exhibit E (the “Buyer Commercial Agreement” and, together with the Company Commercial Agreement, the “Commercial Agreements”applicable); (e) a certificate of status for Parent from the jurisdiction in which Parent is incorporated, dated as of a duly authorized officer of Parent and the Seller certifying as date not earlier than ten (10) days prior to the matters set forth in Section 8.03(a)Closing; (f) a certificate from a duly completed authorized officer of Parent, dated as of the Closing, certifying and executed IRS Form W-9 attaching true and complete copies of Sellerthe resolutions duly and validly adopted by the Board of Directors of Parent authorizing the execution, delivery and performance of this Agreement, the Ancillary Agreements (as applicable) and the consummation of the transactions contemplated hereby and thereby; (g) executed documentation that provides thatcountersigned releases and resignations, upon consummation effective as of the transactions contemplated herebyClosing, all obligations of such of the Transferred Companies with respect officers and directors of the Company and each Subsidiary, as are designated by Parent, in such form as are acceptable to any Closing Date Indebtedness, the Parent Credit Agreement and the Securitization Credit Agreement (other than, solely with respect counsel to the Securitization Credit Agreement, contingent and unmatured indemnification obligations thereunder that are not reasonably expected to become due or payable), and all Liens securing the obligations under any Closing Date Indebtedness and each of the Parent Credit Agreement and Securitization Credit Agreement with respect to the Purchased Shares, the Transferred Companies and the assets of the Business owned by any Transferred Company, shall, in each case, be released in full; (h) if any required pursuant to CSE rules applicable to Parent, the consent of the Transferred Companies incurs any indebtedness for borrowed money that is outstanding as of immediately prior to Closing which is not indebtedness of the Retained Entities CSE in respect of which the Transferred Companies will be released pursuant to Section 2.05(g), then, at least two (2) Business Days prior to the Closing, pay-off letters (the “Pay-Off Letters”) in a form reasonably satisfactory to Buyer with respect to the payoff amounts of such indebtedness and all Liens and guarantees related to such intendedness shall either be terminated and released or the Pay-Off Letters shall specify they will be so terminated and released after satisfaction issuance of the conditions specified therein and Buyer shall have received evidence of the foregoing reasonably satisfactory to it;Merger Consideration as contemplated in this Agreement; and (i) such other certificates, documents, schedules, agreements, resolutions, consents, approvals, rulings or other instruments as may be reasonably requested by the Shareholder Representative in order to effectuate or evidence in a form reasonably satisfactory to Buyer that, subject to Section 5.09(b), all Affiliate Arrangements and intercompany arrangements or Contracts (whether written or oral) between any Transferred Company, on the one hand, and Parent or its Affiliates (other than the Transferred Companies), on the other hand, have been terminated in a manner that provides that neither the Transferred Companies nor the Business shall have any further obligations or liabilities to the counterparties to such Affiliate Arrangements other than as mutually agreed by Buyer and Parent to survive such termination; and (j) at least two (2) Business Days prior to the Closing, invoices and wire instructions for any Transaction Expenses to be paid at the Closingtransactions contemplated hereby.