Closing Deliveries of the Parties. At or prior to the Closing:
(a) Purchaser and the Sellers shall execute and deliver the Bill of Sale and Assignment and Assumption Agreement and the IP Assignment Agreement;
(b) Purchaser shall deliver, or cause to be delivered, to the Casa Seller or the applicable Person each of the following:
(i) a certificate, dated as of the Closing Date, executed by or on behalf of Purchaser as to the satisfaction of the conditions set forth in Section 8.3(a) and Section 8.3(b);
(ii) payment of the closing payments set forth in Section 2.8 and payment or reservation of the Determined Cure Costs as set forth in Section 5.2(c);
(iii) a duly executed counterpart to each of the Related Documents; and
(iv) such other instruments of assumption and other instruments or documents, including bills of sale and/or assignment and assumption agreements, in form and substance reasonably acceptable to the Casa Seller, as may be necessary to effect Purchaser’s assumption of the Assumed Liabilities and the assignment of any Transferred Assets in accordance with the requirements of applicable Law and this Agreement, in each case duly executed by Purchaser.
(c) the Sellers shall deliver, or cause to be delivered, to Purchaser or the applicable Person each of the following:
(i) a certificate, dated as of the Closing Date, executed by or on behalf of the Sellers as to the satisfaction of the conditions set forth in Section 8.2(a) and Section 8.2(b);
(ii) an IRS Form W-9 duly completed and executed by the Casa Seller;
(iii) a copy of the Sale Order as entered by the Bankruptcy Court, vesting the Transferred Assets of the Casa Seller in Purchaser Free and Clear;
(iv) a duly executed counterpart to each of the Related Documents;
(v) a schedule of Cure Costs; and
(vi) such other instruments of assumption and other instruments or documents, including bills of sale and/or assignment and assumption agreements and the Intellectual Property assignments, in form and substance reasonably acceptable to Purchaser, as may be necessary for the effective assignment of any Transferred Assets to Purchaser and the recordation of the assignments, in accordance with the requirements of applicable Law and this Agreement, in each case duly executed by the Sellers.
Closing Deliveries of the Parties. At or prior to the Closing:
(a) Purchaser and the Seller (or the applicable member of Seller Group) shall execute and deliver the Bill of Sale and Assignment and Assumption Agreement;
(b) Purchaser and the Seller shall execute and deliver the Transition Services Agreement;
(c) Purchaser and the relevant Seller Group Members shall execute and deliver the Trademark Assignment Agreement;
(d) Purchaser (or one or more Affiliates of Purchaser) and the Seller (or one or more of the applicable members of Seller Group) shall execute and deliver any Local Transfer Agreements required pursuant to Section 2.16;
(e) Purchaser shall deliver, or cause to be delivered, to the Seller or the applicable Person each of the following:
(i) a certificate, dated as of the Closing Date, executed by or on behalf of Purchaser as to the satisfaction of the conditions set forth in Section 8.3(a) and Section 8.3(b);
(ii) payment of the Estimated Purchase Price minus (x) the Deposit Escrow Amount, which shall be released to Seller by the Escrow Agent pursuant to Section 2.9(c), plus (y) the QOE Adjustment Amount (which may be a negative number) by irrevocable wire transfer of immediately available funds in accordance with payment instructions delivered by Seller, to Purchaser prior to the Closing; and
(iii) deposit of the Adjustment Escrow Amount into the Adjustment Escrow Account by wire transfer of immediately available funds in accordance with the Escrow Agreement, which shall be the sole source of funds to make the applicable payment (if any) to Purchaser in accordance with Section 2.11(d)(ii).
(f) the Seller shall deliver, or cause to be delivered, to Purchaser each of the following:
(i) a certificate, dated as of the Closing Date, executed by or on behalf of the Seller as to the satisfaction of the conditions set forth in Section 8.2(a) and Section 8.2(b);
(ii) a properly completed IRS Form W-9, xxxx completed and executed; and
(iii) a copy of the Sale Order as entered by the Bankruptcy Court.
Closing Deliveries of the Parties. 38 6.1 Closing Deliveries of the Company and the Sellers........................38 6.2 Closing Deliveries of the Buyer..........................................40
Closing Deliveries of the Parties. Seller Parties, Buyer and the Company, as applicable, shall execute and deliver the following documents:
3.2.3.1. A consulting agreement, by and between the Company and Mr. David Lucatz (Parent CEO) (or any company controlled by him) in the form attached hereto as Exhibit 3.2.3.1, effective immediately after the Closing; and
3.2.3.2. any other instruments, documents and certificates that are required to be delivered pursuant to this Agreement or as may be reasonably requested by any Party in order to consummate the transactions contemplated hereby.
Closing Deliveries of the Parties. At the Closing:
(a) Purchaser, the Stockholder Representative and the Escrow Agent shall execute and deliver the Escrow Agreement;
(b) Purchaser, the Stockholder Representative and the Paying Agent shall execute and deliver the Paying Agent Agreement;
(c) Purchaser shall deliver to the Company a certificate executed by or on behalf of Purchaser and Merger Sub as to the satisfaction of the conditions set forth in Sections 8.3(a) and 8.3(b); and
(d) the Company shall deliver to Purchaser each of the following:
(i) a certificate executed by or on behalf of the Company as to the satisfaction of the conditions set forth in Sections 8.2(a) and 8.2(b);
(ii) a statement certifying that the Company is not and has not been a “United States real property holding corporation” (within the meaning of Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, together with a copy of any notice required to be sent to the IRS in accordance with Treasury Regulation Section 1.897-2(h)(2) (which required notices, if any, shall be mailed by the Company); provided that in the event that the Company fails to furnish such statement, Purchaser’s exclusive remedy shall be to withhold to the extent required under Section 1445 of the Code and the Treasury Regulations promulgated thereunder; and
(iii) the Payoff Letters for the Credit Facility and the other Payoff Letters the Company was able to obtain pursuant to Section 5.3.
Closing Deliveries of the Parties. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing:
(a) The Selling Funds shall deliver to Sterling for cancellation the Sterling Convertible Notes to be exchanged by them for Sterling Common Stock in accordance with Section 1.1(a) hereof;
(b) Sterling shall issue and deliver to the Selling Funds duly executed certificates representing the Sterling Common Stock to be acquired by the Selling Funds in exchange for the Sterling Convertible Notes in accordance with Section 1.1(b); -3- 74
(c) The Selling Funds shall deliver to the Purchaser certificates representing the Sterling Shares to be sold to the Purchaser in accordance with Section 1.2(a) hereof, together with duly executed stock powers;
Closing Deliveries of the Parties. At the Closing:
(a) the Parties shall execute and deliver to Alcatel: (i) a joint request to the United States District Court for the Southern District of New York to suspend the Confirmation Proceeding, in the form of Exhibit 2.2(a)(1), and (ii) the “Consent Judgment” in the form of Exhibit 2.2(a)(2), which Alcatel shall file if required pursuant to Section 7.1 below, with the United States District Court for the Southern District of New York in order to award the Deferred Payment to Alcatel as the final judgment in the Confirmation Proceeding;
(b) the Parties shall execute and deliver to Alcatel: (i) a joint request to the ICC to suspend the ICC Arbitration, in the form of Exhibit 2.2(b)(1), which Alcatel shall file promptly with the ICC, and (ii) the letter attached as Exhibit 2.2(b)(2) (the “ICC Termination Letter”) which Alcatel shall file (if required pursuant to Section 7.1 below) requesting the ICC to terminate the ICC Arbitration and return to Alcatel and the Loral Parties, on a 50/50 basis, any unused amounts paid by the Parties to the ICC for costs of the ICC Arbitration (including any costs of the independent auditor), with the understanding that the Parties shall be responsible for bearing their own respective costs in connection with the ICC Arbitration, including the cost of their respective experts or attorneys;
(c) the Parties shall execute and deliver to Alcatel, and Alcatel shall promptly file with the United States District Court for the Southern District of New York, the documents attached hereto as Exhibit 2.2(c) in order to stipulate and to request the dismissal, with prejudice, of the Intelsat Orbitals Case (as well as any other documents that shall be necessary to obtain such dismissal); and
(d) the Parties shall execute and deliver to one another the “Notice of Completion Of Closing Under Master Agreement,” in the form attached hereto as Exhibit 2.2(d).
Closing Deliveries of the Parties. 6.1 Closing Deliveries of the Company and the Sellers. At the Closing, the Company and the Sellers, as appropriate, shall deliver the following documents to the Buyer:
Closing Deliveries of the Parties at Closing ---------------------------------------------
Closing Deliveries of the Parties. At or prior to the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Parties shall cause the following to occur:
(i) Merger Certificate #1. TopCo and MergerSub #1 shall cause the Certificate of Merger #1 to be executed, acknowledged and filed with the Secretary of State of the State of Delaware.
