Common use of Deliveries by Xxxxx Clause in Contracts

Deliveries by Xxxxx. Subject to the terms hereof, at the Closing, Buyer shall deliver or cause to be delivered the following items: (a) to each Seller, by wire transfer of immediately available funds to the account designated by such Seller in the Payment Spreadsheet, an amount equal to such Seller’s respective Pro Rata Share of the Estimated Closing Date Cash Consideration; (b) to SD Seller, a copy of the instruction letter to Xxxxxx’s transfer agent in respect of the Closing Date Stock Consideration; (c) to the applicable member of the Company Group’s payroll provider (as designated by SD Seller in the Payment Spreadsheet), an amount equal to the Closing Company Group Bonus Payments payable to the recipients of the Closing Company Group Bonus Payments, to be paid to such recipients within two (2) Business Days of the Closing Date (via a special payroll run, if necessary) in accordance with SD Seller’s prior written instructions prior to Closing; provided that Buyer shall have a right to review and pre-approve (such consent to not be unreasonably withheld) the list of bonus recipients and amounts to ensure conformity with the COC Bonus Plans, the 2014 Management Incentive Plan of Satcom Direct and Satcom Direct Communications, Inc., or other applicable plan; (d) to the Persons designated in the Payment Spreadsheet, by wire transfer of immediately available funds to the account designated in the Payment Spreadsheet, such recipient’s portion of the Settlement Amounts; (e) to SD Seller, a certificate dated as of the Closing Date, duly executed by the secretary or an officer of Xxxxx, given by him or her on behalf of Buyer and not in his or her individual capacity, certifying as to: (i) an attached copy of the resolutions of the board of directors (or similar governing body) of Parent and Buyer authorizing and approving the execution, delivery and performance of, and the consummation of, the Transactions, and stating that such resolutions have not been amended, modified, revoked or rescinded; and (ii) the incumbency, authority and specimen signature of each officer of Parent and Buyer executing this Agreement (the “Buyer Secretary Certificate”); (f) to SD Seller, a certificate of the Secretary of State of the State of Delaware as to the good standing of Parent and Buyer in the State of Delaware as of the most recent practicable date (provided that, such date shall not be prior to the date that is thirty (30) days before the Closing Date); (g) to SD Seller, a certificate from Buyer, dated as of the Closing Date and executed by a duly authorized officer of Buyer, given by him or her on behalf of Buyer and not in his individual capacity, certifying to the effect that the conditions set forth in Sections 9.2(a)-9.2(c) have been satisfied (the “Buyer Closing Certificate”); (h) to SD Seller, the Escrow Agreement, duly executed by Xxxxx; and (i) to SD Seller, the Lock-up Agreement, duly executed by Xxxxx.

Deliveries by Xxxxx. Subject to the terms hereof, at At the Closing, Buyer shall deliver or cause to be delivered the following items: (a) to each Sellerthe Paying Agent, by wire transfer of immediately available funds to the account designated by such Seller in the Payment Spreadsheetfunds, an amount equal to such Seller’s respective Pro Rata Share of the Estimated Closing Date Cash Consideration; (b) to SD Sellerthe Company’s payroll provider, a copy of the instruction letter to Xxxxxx’s transfer agent in respect of the Closing Date Stock Consideration; (c) to the applicable member of the Company Grouppayroll provider’s payroll provider (as account designated by SD Seller in the Payment Spreadsheet)Company, an amount equal to the Closing Company Group Bonus Payments payable to the recipients of the Company Bonus Payments as set forth in the Estimated Closing Company Group Bonus PaymentsStatement, in the amounts as set forth directly across from each such recipient’s name in the Estimated Closing Statement, to be paid to such recipients through the payroll systems of the Company within two one (21) Business Days Day of the Closing Date (via a special payroll run, if necessary) in accordance with SD Seller’s prior written instructions prior to Closing; provided that Buyer shall have a right to review and pre-approve (such consent to not be unreasonably withheld) the list of bonus recipients and amounts to ensure conformity with the COC Bonus Plans, the 2014 Management Incentive Plan of Satcom Direct and Satcom Direct Communications, Inc., or other applicable plan); (dc) to the Persons designated in the Payment Spreadsheetentitled thereto, by wire transfer of immediately available funds to the account designated in the Payment Spreadsheetwriting by such recipient, such recipient’s portion of the Settlement Amounts; (ed) to SD Seller, a certificate dated as of the Closing Date, duly executed by the secretary or an equivalent officer of Xxxxx, given by him or her on behalf of Buyer Xxxxx and not in his or her individual capacity, certifying as to: (i) an attached copy of the resolutions of the board of directors (or similar governing body) of Parent and Buyer authorizing and approving the execution, delivery and performance of, and the consummation of, the Transactions, and stating that such resolutions have not been amended, modified, revoked or rescinded; and (ii) the incumbency, authority and specimen signature of each officer of Parent and Buyer executing this Agreement Agreement; and (iii) true and complete attached copies of the Organizational Documents of Buyer (the “Buyer Secretary Certificate”); (fe) to SD Seller, a certificate of the Delaware Secretary of State of the State of Delaware as to the good standing of Parent and Buyer in the State of Delaware such jurisdiction as of the most recent practicable date (provided that, such date shall not be prior to the date that is thirty (30) days before the Closing Date)date; (gf) to SD Seller, a certificate from Buyer, dated as of the Closing Date and executed by a duly authorized an executive officer of Buyer, given by him or her on behalf of Buyer Xxxxx and not in his or her individual capacity, certifying to the effect that the conditions set forth in Sections 9.2(a)-9.2(c9.2(a) and 9.2(b) have been satisfied (the “Buyer Closing Certificate”); (g) to Seller, evidence reasonably satisfactory to the Company of the continuation of the insurance coverage required to be maintained by the Company after the Closing Date pursuant to Section 8.3(b); (h) to SD Seller, the Escrow Agreement, duly executed by Xxxxx; and; (i) to SD Seller, the Lock-up each Restrictive Covenant Agreement, duly executed by Xxxxx; (j) to Seller, a duly executed binder, attaching the final form of the R&W Insurance Policy, to be effective as of the Signing Date and as of the Closing (which will be subject to the customary post-Closing conditions under the R&W Insurance Policy binder), insuring Buyer for Losses due to breaches of representations and warranties of the Company and Seller under Article IV and Article V, respectively, or in the Company Closing Certificate and unpaid Taxes of the Company attributable to Pre-Closing Tax Periods; and (k) to Seller, evidence reasonably satisfactory to Seller that Buyer has paid to Gemini Insurance Company or the broker under the R&W Insurance Policy, in accordance with the terms of the R&W Insurance Policy and corresponding binder, the full amount required to bind the R&W Insurance Policy, along with any other costs, fees, and expenses associated with obtaining the R&W Insurance Policy.

Deliveries by Xxxxx. Subject to the terms hereof, at At the Closing, Buyer shall deliver will deliver, or cause to be delivered delivered, the following itemsto Sellers: (a) to each Seller3.4.1 The Initial Purchase Price, by wire transfer of immediately available funds funds, to the account or accounts designated by such Seller in the Payment Spreadsheet, an amount equal to such Seller’s respective Pro Rata Share of the Estimated Closing Date Cash Consideration; (b) to SD Seller, a copy of the instruction letter to Xxxxxx’s transfer agent in respect of the Closing Date Stock Consideration; (c) to the applicable member of the Company Group’s payroll provider (as designated by SD Seller in the Payment Spreadsheet), an amount equal to the Closing Company Group Bonus Payments payable to the recipients of the Closing Company Group Bonus Payments, to be paid to such recipients within Sellers at least two (2) Business Days of the Closing Date (via a special payroll run, if necessary) in accordance with SD Seller’s prior written instructions prior to Closing; provided that Buyer shall have a right to review and pre-approve (such consent to not be unreasonably withheld) the list of bonus recipients and amounts to ensure conformity with the COC Bonus Plans, the 2014 Management Incentive Plan of Satcom Direct and Satcom Direct Communications, Inc., or other applicable plan; (d) to the Persons designated in the Payment Spreadsheet, by wire transfer of immediately available funds to the account designated in the Payment Spreadsheet, such recipient’s portion of the Settlement Amounts; (e) to SD Seller, a certificate dated as of the Closing Date, ; 3.4.2 The following documents duly executed and delivered by Xxxxx, the Parent Guarantor or the Trustee that is a party thereto, as applicable: 3.4.2.1 the Assignment and Assumption Agreement; 3.4.2.2 the Bill of Sale; 3.4.2.3 the Decommissioning Completion Agreement; 27 3.4.2.4 the Decommissioning Project Schedule; 3.4.2.5 the Standby and Provisional Trust Fund Account Agreement; 3.4.2.6 the Financial Support Agreement; and 3.4.2.7 the Disposal Guarantee; 3.4.3 The executed and acknowledged Performance Deed of Trust. 3.4.4 A certificate of good standing respect to the Buyer issued by the secretary or an officer Secretary of Xxxxx, given by him or her on behalf State for the State of Buyer and Delaware not in his or her individual capacity, certifying as to: earlier than twenty (i20) an attached copy of days prior to the resolutions of the board of directors (or similar governing body) of Parent and Buyer authorizing and approving the execution, delivery and performance of, and the consummation of, the Transactions, and stating that such resolutions have not been amended, modified, revoked or rescinded; and (ii) the incumbency, authority and specimen signature of each officer of Parent and Buyer executing this Agreement (the “Buyer Secretary Certificate”)Closing Date; (f) to SD Seller, a 3.4.5 A certificate of the Secretary or similar officer of State Buyer identifying the name and title and bearing the signatures of the State officers of Delaware as Xxxxx authorized to execute and deliver this Agreement, the Ancillary Agreements and the other agreements and instruments contemplated hereby and thereby; and certified resolutions of the management committee or board of the Buyer authorizing the execution and delivery of this Agreement and the Ancillary Agreements to be executed by the Buyer and the consummation of the transactions contemplated hereby and thereby; and 3.4.6 A certificate of the Secretary or similar duly elected and authorized officer of Buyer identifying the name and title and bearing the signatures of the officers of Xxxxx authorized to execute and deliver this Agreement, the Ancillary Agreements and the other agreements and instruments contemplated hereby and thereby. 3.4.7 The documents contemplated by ARTICLE VII (Conditions), to the good standing of Parent extent not theretofore delivered and such other agreements, consents, documents, instruments and writings as are required to be delivered by Buyer in the State of Delaware as of the most recent practicable date (provided that, such date shall not be or its Affiliates at or prior to the date that is thirty (30) days before Closing Date pursuant to this Agreement and other instruments of assignment, transfer or conveyance as shall, in the Closing Date); (g) reasonable opinion of Sellers and its counsel, be necessary to SD Seller, a certificate from implement the transfer of the Assets to Buyer, dated as of the Closing Date in accordance with this Agreement and executed by a duly authorized officer of Buyer, given by him or her on behalf of Buyer and not where necessary in his individual capacity, certifying to the effect that the conditions set forth in Sections 9.2(a)-9.2(c) have been satisfied (the “Buyer Closing Certificate”); (h) to SD Seller, the Escrow Agreement, duly executed by Xxxxx; and (i) to SD Seller, the Lock-up Agreement, duly executed by Xxxxxrecordable form.

Deliveries by Xxxxx. Subject to the terms hereof, at At the Closing, Buyer XXXXX shall deliver deliver, or cause to be delivered delivered, the following itemsto AcquisitionCo and the Investors: (a) to each Seller, by wire an instrument of stock transfer of immediately available funds to the account designated Purchased Shares duly executed by such Seller in XXXXX accompanied by share certificates evidencing the Payment Spreadsheet, an amount equal to such Seller’s respective Pro Rata Share of the Estimated Closing Date Cash ConsiderationPurchased Shares; (b) to SD Sellerthe minute books, a copy share certificate books and corporate seals of BECL, the BECL Subsidiaries, BPLP and BPI, which shall indicate (i) AcquisitionCo as the registered holder of the instruction letter to Xxxxxx’s transfer agent in respect Purchased Shares and (ii) that the registered holders of the Closing Date Stock Considerationoutstanding securities of BECL Subsidiaries, BPI and BPLP are as set forth in Schedule C; (c) to the applicable member opinions of the Company Groupcounsel, officer’s payroll provider certificate and other items contemplated by Section 8.1 (as designated by SD Seller in the Payment Spreadsheet), an amount equal to the Closing Company Group Bonus Payments payable to the recipients of the Closing Company Group Bonus Payments, to be paid to such recipients within two (2) Business Days of except the Closing Date (via a special payroll runReal Property Opinions, if necessary) in accordance with SD Seller’s prior written instructions prior to Closing; provided that Buyer which shall have a right to review and pre-approve (such consent to not be unreasonably withheld) obtained by the list of bonus recipients and amounts to ensure conformity with the COC Bonus Plans, the 2014 Management Incentive Plan of Satcom Direct and Satcom Direct Communications, Inc., or other applicable planInvestors); (d) copies of any and all Consents, Approvals and Waivers by Governmental Authorities or other third parties required to be obtained by BE and/or XXXXX with respect to the Persons designated in the Payment Spreadsheet, by wire transfer of immediately available funds to the account designated in the Payment Spreadsheet, such recipient’s portion consummation of the Settlement AmountsTransactions contemplated hereby, including in respect of BECL, the BECL Subsidiaries, BPI, BPLP, HWI and HWLP; (e) to SD Seller, a certificate dated as of the Closing Date, duly executed by the secretary or an officer of Xxxxx, given by him or her on behalf of Buyer and not in his or her individual capacity, certifying as to: (i) an attached copy of the resolutions of the board of directors (or similar governing body) of Parent and Buyer authorizing and approving the execution, delivery and performance of, and the consummation of, the Transactions, and stating that such resolutions have not been amended, modified, revoked or rescinded; and (ii) the incumbency, authority and specimen signature of each officer of Parent and Buyer executing this Agreement (the “Buyer Secretary Certificate”); (f) to SD Seller, a certificate of the Secretary a director or senior officer of State each of the State of Delaware as to the good standing of Parent BE and Buyer in the State of Delaware as of the most recent practicable date (provided that, such date shall not be prior to the date that is thirty (30) days before the Closing Date); (g) to SD Seller, a certificate from Buyer, XXXXX dated as of the Closing Date certifying that: (i) the representations and executed warranties of BE and XXXXX herein are true and correct in all material respects as at the Closing, except that: (A) the representations and warranties in Sections 4.7, 4.8(a), 4.13, 4.18(d) and (e) and 4.30 shall be true and correct in all respects and any representation and warranty qualified by materiality, Material Adverse Effect or a duly authorized officer dollar threshold with respect to a claim shall be true and correct in all respects subject to such qualification or dollar threshold as applicable (but may exclude any breach of Buyerrepresentation and warranty that also constitutes a Material Adverse Change when a Material Adverse Change has occurred), (B) the representations and warranties shall be qualified to reflect any action approved in writing by the Investors between the date of this Agreement and the Closing Date, (C) if the Investors refuse or fail to provide any consent contemplated by Section 11.16 and such refusal or failure gives rise to a breach of representation and warranty of BE and XXXXX herein, given such representation and warranty may be qualified to reflect any such refusal or failure, and (D) at Closing BE and XXXXX may provide an updated information letter (the “Closing Information Letter”) containing information amending or supplementing that contained or referred to in the Disclosure Letter. The Parties acknowledge and agree that none of the representations and warranties of BE and XXXXX in Article Four shall be, or shall be deemed to be, qualified by him the Closing Information Letter except to the extent agreed to in writing by the Investors or her by AcquisitionCo’s Counsel on behalf of Buyer AcquisitionCo and not the Investors; (ii) BE and XXXXX have complied in his individual capacity, certifying all material respects with the covenants and agreements contained in this Agreement which are required to be performed and complied with by BE and XXXXX on or prior to the effect that Closing; (f) copies, certified by a director or senior officer of each of BE, XXXXX, BECL, the conditions set forth BECL Subsidiaries and BPI of corporate resolutions authorizing the execution and delivery of this Agreement, the Ancillary Agreements, and of all of the agreements and instruments to be executed and delivered by BE, XXXXX and BECL, the BECL Subsidiaries and BPI respectively in Sections 9.2(a)-9.2(cconnection with this Agreement and the consummation of the Transactions contemplated hereby; (g) have been satisfied (a certificate of incumbency for each of BE, XXXXX, BECL, the “Buyer Closing Certificate”)BECL Subsidiaries and BPI; (h) the written resignation of: (i) each director and officer of BECL and each BECL Subsidiary other than BPI, (ii) each director and officer of BPI identified by the Investors by written notice to SD SellerXXXXX given no fewer than 10 Business Days before the Closing Date, and (iii) each nominee of BECL as a director and officer of HWI, together with, in each such case, a full release by all of such directors and officers of their respective claims against BECL, the Escrow AgreementBECL Subsidiaries, BPI and HWI, as applicable; (i) a full and duly executed release by XxxxxBE, XXXXX and each Affiliate and Associate of BE of all claims existing immediately before the Effective Time against BECL, BPLP, HWI, HWLP, the BECL Subsidiaries and BPI; (j) copies of closing documents from the consummation of the transactions contemplated in the PWU Heads of Agreement and the Society Heads of Agreement; and (ik) all such other assurances, consents, waivers, releases, agreements, documents and instruments as are required to SD Sellerbe delivered pursuant to this Agreement by BE, XXXXX, BECL, BPI or any BECL Subsidiary or as may be reasonably required by AcquisitionCo or the Lock-up Agreement, duly executed by XxxxxInvestors from BE and its Subsidiaries and BPLP in connection with this Agreement and the consummation of the Transactions contemplated hereby.