Common use of Closing Payments and Deliveries Clause in Contracts

Closing Payments and Deliveries. (a) At the Closing, SDTS shall deliver, or cause to be delivered, to Oncor each of the following: (i) any payment to which Oncor is entitled pursuant to Section 1.05(f) (to the extent not satisfied by subtracting such amount from the Cash Payment Amount as provided in Section 3.02(c)(i)), by wire transfer of immediately available funds to such account as Oncor shall have specified to SDTS at least 24 hours prior to Closing; (ii) release letters or other evidence satisfactory to Oncor evidencing the release of Liens (other than Permitted Encumbrances) on the SDTS Assets; (iii) a counterpart of the Fiber License Agreement, as to which the parties will use commercially reasonable efforts to negotiate in a reasonable and customary form following the date of this Agreement, but prior to Closing (the “Fiber Sharing License”), dated as of the Closing Date, duly executed by SDTS; provided that such Fiber Sharing License shall be consistent in all material respects with terms set forth on Schedule 3.02(a)(iii) attached hereto; (iv) a counterpart of the 345 kV Transmission Tower Design License Agreement, in the form attached as Exhibit E hereto (the “Transmission Tower Design License Agreement”), dated as of the Closing Date, duly executed by SDTS; (v) a counterpart of a license agreement, as to which the parties will use commercially reasonable efforts to negotiate in a reasonable and customary form following the date of this Agreement, but prior to Closing, which will evidence the right of SDTS to use, at no cost and for a perpetual term, the property used as of the date hereof for storage of a mobile station (the “Mobile Substation License Agreement”), dated as of the Closing Date, duly executed by SDTS; (vi) a counterpart of a joint use agreement, as to which the parties will use commercially reasonable efforts to negotiate in a reasonable and customary form following the date of this Agreement, but prior to Closing, which sets forth the rights and obligations of SDTS and Oncor with respect to properties and assets upon which assets of both of the parties are located, including addressing each party’s access to applicable substations (to the extent not addressed by the Interconnection Agreement) and which party will be responsible for maintenance of applicable Easements (the “Joint Use Agreement”), dated as of the Closing Date, duly executed by SDTS; (vii) a duly executed FIRPTA certification which complies with Section 1445 of the Code and Treasury Regulations Section 1.1445-2(b)(2)(iv)(B) certifying as to SDTS’s (or SDTS’s regarded owner for U.S. federal income Tax purposes, if SDTS is a disregarded entity for U.S. federal income Tax purposes) non-foreign status; (viii) a certificate of appropriate officers of SDTS, dated as of the Closing Date, to the effect that the conditions in Section 8.02(b)(i) and Section 8.02(c)(i) have been satisfied; (ix) a certificate of appropriate officers of SDTS, dated as of the Closing Date, to the effect that (A) the consent adopted by the members of SDTS authorizing this Agreement and the Transactions was duly adopted and is in full force and effect on the Closing Date and (B) the authorized representatives of SDTS executing this Agreement and the applicable Ancillary Agreements are duly authorized to execute the same on behalf of SDTS; (x) a certificate of appropriate officers of SDTS AssetCo, dated as of the Closing Date, to the effect that (A) the consent adopted by the sole member of SDTS AssetCo authorizing this Agreement and the Transactions was duly adopted and is in full force and effect on the Closing Date and (B) the authorized representatives of SDTS AssetCo executing this Agreement and the applicable Ancillary Agreements are duly authorized to execute the same on behalf of SDTS AssetCo; and (xi) a certificate from the Secretary of State of the State of Texas, dated within two business days prior to the Closing Date, with respect to the existence of SDTS and SDTS AssetCo. (b) At the Closing, SU shall deliver, or cause to be delivered, to Oncor each of the following: (i) release letters or other evidence satisfactory to Oncor evidencing the release of Liens (other than Permitted Encumbrances) on the SU Assets; (ii) a counterpart of the Interconnection Agreement, dated as of the Closing Date, duly executed by SU; (iii) a counterpart of the Fiber License Agreement, dated as of the Closing Date, duly executed by SU; (iv) a counterpart of the Transmission Tower Design License Agreement, dated as of the Closing Date, duly executed by SU; (v) a counterpart of the Transition Services Agreement, in the form attached as Exhibit F hereto (the “Transition Services Agreement”), dated as of the Closing Date, duly executed by SU; (vi) a duly executed FIRPTA certification which complies with Section 1445 of the Code and Treasury Regulations Section 1.1445-2(b)(2)(iv)(B) certifying as to SU’s (or SU’s regarded owner for U.S. federal income Tax purposes, if SU is a disregarded entity for U.S. federal income Tax purposes) non-foreign status; (vii) a certificate of appropriate officers of SU, dated as of the Closing Date, to the effect that the conditions in Section 8.02(b)(ii) and Section 8.02(c)(ii) have been satisfied; (viii) a certificate of appropriate officers of SU, dated as of the Closing Date, to the effect that (A) the consent adopted by the general partner and limited partner of SU authorizing this Agreement and the Transactions was duly adopted and is in full force and effect on the Closing Date and (B) the authorized representatives of SU executing this Agreement and the applicable Ancillary Agreements are duly authorized to execute the same on behalf of SU; (ix) a certificate of appropriate officers of SU AssetCo, dated as of the Closing Date, to the effect that (A) the consent adopted by the sole member of SU AssetCo authorizing this Agreement and the Transactions was duly adopted and is in full force and effect on the Closing Date and (B) the authorized representatives of SU AssetCo executing this Agreement and the applicable Ancillary Agreements are duly authorized to execute the same on behalf of SU AssetCo; and (x) a certificate from the Secretary of State of the State of Texas, dated within two business days prior to the Closing Date, with respect to the existence of SU and SU AssetCo. (c) At the Closing, Oncor shall deliver, or cause to be delivered, to SDTS each of the following: (i) the Cash Payment Amount, plus any payment to which SDTS is entitled pursuant to Section 1.05(f) or minus any payment to which Oncor is entitled pursuant to Section 1.05(f), by wire transfer of immediately available funds to such accounts as SDTS shall have specified to Oncor at least 24 hours prior to Closing; (ii) release letters or other evidence satisfactory to SDTS evidencing the release of Liens (other than Permitted Encumbrances) on the Oncor T Assets; (iii) a counterpart of the Fiber Sharing License, dated as of the Closing Date, duly executed by Oncor; (iv) a counterpart of the Transmission Tower Design License Agreement, dated as of the Closing Date, duly executed by Oncor; (v) a counterpart of the Mobile Substation License Agreement, dated as of the Closing Date, duly executed by Oncor; (vi) a counterpart of the Joint Use Agreement, dated as of the Closing Date, duly executed by Oncor; (vii) a duly executed FIRPTA certification which complies with Section 1445 of the Code and Treasury Regulations Section 1.1445-2(b)(2)(iv)(B) certifying as to Oncor’s (or Oncor’s regarded owner for U.S. federal income Tax purposes, if Oncor is a disregarded entity for U.S. federal income Tax purposes) non-foreign status; (viii) a certificate of appropriate officers of Oncor, dated as of the Closing Date, to the effect that the conditions in Section 8.03(b) and Section 8.03(c) have been satisfied; (ix) a certificate of appropriate officers of Oncor, dated as of the Closing Date, to the effect that (A) the consents adopted by the Board of Directors of Oncor and by Oncor Holdings authorizing this Agreement and the Transactions were duly adopted and are in full force and effect on the Closing Date and (B) the authorized representatives of Oncor executing this Agreement and the applicable Ancillary Agreements are duly authorized to execute the same on behalf of Oncor; (x) a certificate of appropriate officers of Oncor AssetCo, dated as of the Closing Date, to the effect that (A) the consent adopted by the sole member of Oncor AssetCo authorizing this Agreement and the Transactions was duly adopted and is in full force and effect on the Closing Date and (B) the authorized representatives of Oncor AssetCo executing this Agreement and the applicable Ancillary Agreements are duly authorized to execute the same on behalf of Oncor AssetCo; (xi) a certificate from the Secretary of State of the State of Delaware, dated within two business days prior to the Closing Date, with respect to the existence and good standing of Oncor; and (xii) a certificate from the Secretary of State of the State of Texas, dated within two business days prior to the Closing Date, with respect to the existence of Oncor AssetCo. (d) At the Closing, Oncor shall deliver, or cause to be delivered, to SU each of the following: (i) the SU Closing Payment, by wire transfer of immediately available funds to such accounts as SU shall have specified to Oncor at least 24 hours prior to Closing; (ii) a counterpart of the Interconnection Agreement, dated as of the Closing Date, duly executed by Oncor; (iii) a counterpart of the Fiber Sharing License, dated as of the Closing Date, duly executed by Oncor; (iv) a counterpart of the Transmission Tower Design License Agreement, dated as of the Closing Date, duly executed by Oncor; (v) a counterpart of the Transition Services Agreement, dated as of the Closing Date, duly executed by Oncor; (vi) a certificate of appropriate officers of Oncor, dated as of the Closing Date, to the effect that the conditions in Section 8.04(b) and Section 8.04(c) have been satisfied; and (vii) the same certificates that are described in subparagraphs (c)(ix) through (xi) above. (e) Upon the delivery of the agreements, certificates and other documents referred to in paragraphs (a), (b), (c) and (d) above, the applicable parties shall cause (i) the SDTS Merger Certificates and the SU Merger Certificates to be filed with the Secretary of State of Texas or the Secretary of State of Delaware, as applicable, and (ii) the Oncor Merger Certificate to be filed with the Secretary of State of the State of Delaware.

Closing Payments and Deliveries. (a) At the Closing, SDTS shall deliver, or cause to be delivered, to Oncor SU each of the following: (i) any cash payment to which Oncor SU is entitled pursuant to Section 1.05(f) (to the extent not satisfied by subtracting such amount from the Cash Payment Amount as provided in Section 3.02(c)(i)1.08(f), by wire transfer of immediately available funds to such account as Oncor SU shall have specified to SDTS at least 24 hours prior to Closing; (ii) release letters or other evidence satisfactory to Oncor SU evidencing the release of Liens (excluding Permitted Liens other than those Permitted EncumbrancesLiens described in clause (h) of the definition of Permitted Liens) on the SDTS STX Assets; (iii) a counterpart of the Fiber License Agreement, as to which the parties will use commercially reasonable efforts to negotiate in a reasonable and customary form following the date STX Memorandum of this Agreement, but prior to Closing (the “Fiber Sharing License”), dated as of the Closing Date, duly executed by SDTS; provided that such Fiber Sharing License shall be consistent in all material respects with terms set forth on Schedule 3.02(a)(iii) attached hereto; (iv) a counterpart of the 345 kV Transmission Tower Design License Agreement, in the form attached as Exhibit E hereto (the “Transmission Tower Design License Agreement”)Merger, dated as of the Closing Date, duly executed by SDTS; (v) a counterpart of a license agreement, as to which the parties will use commercially reasonable efforts to negotiate in a reasonable and customary form following the date of this Agreement, but prior to Closing, which will evidence the right of SDTS to use, at no cost and for a perpetual term, the property used as of the date hereof for storage of a mobile station (the “Mobile Substation License Agreement”), dated as of the Closing Date, duly executed by SDTS; (vi) a counterpart of a joint use agreement, as to which the parties will use commercially reasonable efforts to negotiate in a reasonable and customary form following the date of this Agreement, but prior to Closing, which sets forth the rights and obligations of SDTS and Oncor with respect to properties and assets upon which assets of both of the parties are located, including addressing each party’s access to applicable substations (to the extent not addressed by the Interconnection Agreement) and which party will be responsible for maintenance of applicable Easements (the “Joint Use Agreement”), dated as of the Closing Date, duly executed by SDTS; (viiiv) a duly executed FIRPTA certification which complies with Section 1445 of the Code and Treasury Regulations Section 1.1445-2(b)(2)(iv)(B) certifying as to SDTS’s (or SDTS’s regarded owner for U.S. federal income Tax purposes, if SDTS is a disregarded entity for U.S. federal income Tax purposes) non-foreign status; (viiiv) a certificate of appropriate officers of SDTS, dated as of the Closing Date, to the effect that the conditions in Section 8.02(b)(i6.02(b) and Section 8.02(c)(i6.02(d) have been satisfied; (ixvi) a certificate of appropriate officers of SDTS, dated as of the Closing Date, to the effect that (A) the consent adopted by the members of SDTS authorizing this Agreement and the Transactions was duly adopted and is in full force and effect on the Closing Date and (B) the authorized representatives Representatives of SDTS executing this Agreement and the applicable Ancillary Agreements that are being delivered pursuant to this Section 2.02(a) are duly authorized to execute the same on behalf of SDTS; (x) a certificate of appropriate officers of SDTS AssetCo, dated as of the Closing Date, to the effect that (A) the consent adopted by the sole member of SDTS AssetCo authorizing this Agreement and the Transactions was duly adopted and is in full force and effect on the Closing Date and (B) the authorized representatives of SDTS AssetCo executing this Agreement and the applicable Ancillary Agreements are duly authorized to execute the same on behalf of SDTS AssetCo; and (xivii) a certificate from the Secretary of State of the State of Texas, dated within two business days prior to the Closing Date, with respect to the existence of SDTS and SDTS AssetCoSDTS. (b) At the Closing, SU shall deliver, or cause to be delivered, to Oncor SDTS each of the following: (i) any payment to which SDTS is entitled pursuant to Section 1.08(f), by wire transfer of immediately available funds to such accounts as SDTS shall have specified to SU at least 24 hours prior to Closing; (ii) release letters or other evidence satisfactory to Oncor SDTS evidencing the release of Liens (excluding Permitted Liens other than those Permitted EncumbrancesLiens described in clause (h) of the definition of Permitted Liens) on the SU NTX Assets; (ii) a counterpart of the Interconnection Agreement, dated as of the Closing Date, duly executed by SU; (iii) a counterpart of the Fiber License Agreement, dated as of the Closing Date, duly executed by SU; (iv) a counterpart of the Transmission Tower Design License Agreement, dated as of the Closing Date, duly executed by SU; (v) a counterpart of the Transition Services Agreement, in the form attached as Exhibit F hereto (the “Transition Services Agreement”), dated as of the Closing Date, duly executed by SU; (vi) a duly executed FIRPTA certification which complies with Section 1445 of the Code and Treasury Regulations Section 1.1445-2(b)(2)(iv)(B) certifying as to SU’s (or SU’s regarded owner for U.S. federal income Tax purposes, if SU is a disregarded entity for U.S. federal income Tax purposes) non-foreign status; (viiiv) a certificate of appropriate officers of SU, dated as of the Closing Date, to the effect that the conditions in Section 8.02(b)(ii6.03(b) and Section 8.02(c)(ii6.03(c) have been satisfied; (viiiv) a certificate of appropriate officers of SU, dated as of the Closing Date, to the effect that (A) the consent adopted by the general partner and limited partner of SU authorizing this Agreement and the Transactions was duly adopted and is in full force and effect on the Closing Date and (B) the authorized representatives Representatives of SU executing this Agreement and the applicable Ancillary Agreements are duly authorized to execute the same on behalf of SU; (ix) a certificate of appropriate officers of SU AssetCo, dated as of the Closing Date, to the effect that (A) the consent adopted by the sole member of SU AssetCo authorizing this Agreement and the Transactions was duly adopted and is in full force and effect on the Closing Date and (B) the authorized representatives of SU AssetCo executing this Agreement and the applicable Ancillary Agreements are duly authorized to execute the same on behalf of SU AssetCo; and (xvi) a certificate from the Secretary of State of the State of Texas, dated within two business days prior to the Closing Date, with respect to the existence of the SU and SU AssetCoEntities; and (vii) a counterpart of the NTX Memorandum of Merger, dated as of the Closing Date, duly executed by SU. (c) At the Closing, Oncor shall deliver, or cause to be delivered, to SU and SDTS each of the following: (i) the Cash Payment Amount, plus any payment to which SDTS is entitled pursuant to Section 1.05(f) or minus any payment to which Oncor is entitled pursuant to Section 1.05(f), by wire transfer of immediately available funds to such accounts as SDTS shall have specified to Oncor at least 24 hours prior to Closing; (ii) release letters or other evidence satisfactory to SDTS evidencing the release of Liens (other than Permitted Encumbrances) on the Oncor T Assets; (iii) a counterpart of the Fiber Sharing License, dated as of the Closing Date, duly executed by Oncor; (iv) a counterpart of the Transmission Tower Design License Agreement, dated as of the Closing Date, duly executed by Oncor; (v) a counterpart of the Mobile Substation License Agreement, dated as of the Closing Date, duly executed by Oncor; (vi) a counterpart of the Joint Use Agreement, dated as of the Closing Date, duly executed by Oncor; (vii) a duly executed FIRPTA certification which complies with Section 1445 of the Code and Treasury Regulations Section 1.1445-2(b)(2)(iv)(B) certifying as to Oncor’s (or Oncor’s regarded owner for U.S. federal income Tax purposes, if Oncor is a disregarded entity for U.S. federal income Tax purposes) non-foreign status; (viii) a certificate of appropriate officers of Oncor, dated as of the Closing Date, to the effect that the conditions in Section 8.03(b6.02(c) and Section 8.03(c6.02(e) have been satisfied; (ix) a certificate of appropriate officers of Oncor, dated as of the Closing Date, to the effect that (A) the consents adopted by the Board of Directors of Oncor and by Oncor Holdings authorizing this Agreement and the Transactions were duly adopted and are in full force and effect on the Closing Date and (B) the authorized representatives of Oncor executing this Agreement and the applicable Ancillary Agreements are duly authorized to execute the same on behalf of Oncor; (x) a certificate of appropriate officers of Oncor AssetCo, dated as of the Closing Date, to the effect that (A) the consent adopted by the sole member of Oncor AssetCo authorizing this Agreement and the Transactions was duly adopted and is in full force and effect on the Closing Date and (B) the authorized representatives of Oncor AssetCo executing this Agreement and the applicable Ancillary Agreements are duly authorized to execute the same on behalf of Oncor AssetCo; (xi) a certificate from the Secretary of State of the State of Delaware, dated within two business days prior to the Closing Date, with respect to the existence and good standing of Oncor; and (xii) a certificate from the Secretary of State of the State of Texas, dated within two business days prior to the Closing Date, with respect to the existence of Oncor AssetCo. (d) At the Closing, Oncor shall deliver, or cause to be delivered, to SU each of the following: (i) a counterpart of the SU Future Development Agreement, in the form attached as Exhibit A hereto (the “Future Development Agreement”), dated as of the Closing PaymentDate, duly executed by wire transfer of immediately available funds to such accounts as SU shall have specified to Oncor at least 24 hours prior to ClosingOncor; (ii) a counterpart of the Interconnection AgreementOncor Termination and Release, in the form attached as Exhibit B hereto (the “Oncor Release”), dated as of the Closing Date, duly executed by Oncor; (iii) a counterpart of the Fiber Sharing LicenseOperation & Maintenance Agreement, in the form attached as Exhibit C hereto (the “O&M Agreement”), dated as of the Closing Date, duly executed by Oncor;; provided, however, that the O&M Agreement shall not be entered into or delivered by Oncor unless the PUCT Approval includes an Unconditioned O&M PUCT Approval; and (iv) a counterpart of the Transmission Tower Design License Tax Side Letter Agreement, in the form attached as Exhibit E hereto (the “Tax Side Letter”), dated as of the Closing Date, duly executed by each of Oncor and Oncor Affiliate. (e) At the Closing, SU shall deliver, or cause to be delivered, to Oncor each of the following: (i) a counterpart of the Future Development Agreement, dated as of the Closing Date, duly executed by OncorSU; (vii) a counterpart of the Transition Services Oncor Release, dated as of the Closing Date, duly executed by SU; (iii) a counterpart of the O&M Agreement, dated as of the Closing Date, duly executed by OncorSU; provided, however, that the O&M Agreement shall not be entered into or delivered by SU unless the PUCT Approval includes an Unconditioned O&M PUCT Approval; (viiv) a certificate of appropriate officers of OncorSU, dated as of the Closing Date, to the effect that the conditions in Section 8.04(b6.03(b) and Section 8.04(c6.03(c) have been satisfied; and (viiv) a counterpart of the same certificates that are described in subparagraphs (c)(ix) through (xi) aboveTax Side Letter, dated as of the Closing Date, duly executed by Xxxx Transmission Services, L.L.C., a Delaware limited liability company. (ef) At the Closing, SDTS shall deliver, or cause to be delivered, to Oncor a certificate of appropriate officers of SDTS, dated as of the Closing Date, to the effect that the conditions in Section 6.02(b) and Section 6.02(d) have been satisfied. (g) Promptly following the closing of the HIFR Transactions, Oncor shall cause SDTS to deliver to SU each of the following: (i) a counterpart of the Future Development Agreement, dated as of the Closing Date, duly executed by SDTS; (ii) a counterpart of the Oncor Release, dated as of the Closing Date, duly executed by SDTS; and (iii) a counterpart of the Tax Side Letter, dated as of the Closing Date, duly executed by the Operating Partnership. Upon the delivery of the agreements, certificates and other documents referred to in paragraphs (a), ) through (b), (c) and (df) above, the applicable appropriate officers of the parties shall cause (i) the SDTS Certificate of Merger Certificates and the SU Merger Certificates to be filed with the Secretary of State of Texas or the Secretary of State of Delaware, as applicable, and (ii) the Oncor Merger Certificate to be filed with the Secretary of State of the State of DelawareTexas, which filing shall be made and become effective prior to the effectiveness of the HIFR Transactions.