Deliveries for the Closing. (a) At the Closing, Seller shall deliver (or cause to be delivered):
(i) to Paying Agent, one or more certificates representing all the issued and outstanding Shares, each such certificate to be duly and validly endorsed in favor of Arris HoldCo or accompanied by a separate stock power duly and validly executed by Seller and otherwise sufficient to vest in Arris HoldCo legal and beneficial ownership of such Shares;
(ii) to Purchaser a counterpart of each of the Ancillary Agreements, executed by each of Seller and any of its Subsidiaries that is a party thereto, to the extent not previously delivered;
(iii) to Purchaser and Arris HoldCo a duly executed and acknowledged certificate, in form and substance acceptable to Purchaser and in compliance with the Code and Treasury Regulations, certifying such facts as to establish that the transactions contemplated hereby are exempt from withholding pursuant to Section 1445 of the Code;
(iv) to Purchaser, the certificates referred to in Section 9.02(a) and Section 9.02(b); and
(v) to Purchaser, to the extent requested in writing by Purchaser no later than fifteen Business Days prior to Closing, duly signed resignations, effective as of the close of business on the Closing Date, of all directors (or Persons performing similar functions) of the Company and each Company Subsidiary.
(b) At the Closing, Arris HoldCo shall deliver:
(i) to Paying Agent, the Estimated Cash Consideration by wire transfer in immediately available funds;
(ii) to Paying Agent, the Stock Consideration, in book entry form, free and clear of all Liens other than those arising under applicable securities Laws;
(iii) to Seller, a counterpart of each of the Ancillary Agreements, executed by each of Arris, Arris HoldCo and any of their Affiliates that are a party thereto, to the extent not previously delivered; and
(iv) to Seller, the certificates referred to in Section 9.01(a) and Section 9.01(b).
(c) At the Closing, and upon written confirmation from Seller and Purchaser in accordance with the Paying Agent Agreement, Seller, Arris, and Arris HoldCo shall cause Paying Agent to deliver:
(i) to Seller, the Estimated Cash Consideration received from Arris HoldCo pursuant to Section 3.04(b)(i) by wire transfer in immediately available funds, to an account or accounts designated at least three (3) Business Days prior to the Closing Date by Seller in a written notice to Purchaser and Paying Agent;
(ii) to Seller, the Stock Consideration received from Purcha...
Deliveries for the Closing. (a) At the Closing, Seller shall deliver or cause to be delivered to Purchaser:
(i) a counterpart of each of the Ancillary Agreements, executed by each of Seller and any of its Subsidiaries that is a party thereto;
(ii) a duly executed IRS Form W-9 or appropriate IRS Form W-8 of Seller and each Affiliate of Seller that is treated as selling any Transferred Assets to Purchaser for U.S. federal income tax purposes;
(iii) to the extent obtained prior to the Closing, copies of all waivers, Consents or authorizations of third parties or any modifications or amendments to any Restricted Contracts (it being understood that the Closing shall not be conditioned on the receipt of any such waiver, Consent or authorization or delayed or postponed due to any such waiver, Consent or authorization not having been obtained);
(iv) a customary payoff letter with respect to the Seller Loan Agreement providing that upon receipt of the amount set forth therein all outstanding obligations of Seller under the Seller Loan Agreement shall be satisfied (other than those that customarily survive termination) (the “Payoff Letter” and the payoff amount set forth therein, the “Payoff Amount”);
(v) an agreement by Affiliates of Redwood Capital Management, LLC to the terms of a supplemental indenture to the Seller Indenture, which contains a consent to the Acquisition and an agreement to take all action necessary to consent to such supplemental indenture; and
(vi) such other bills of sale, assignments and other customary instruments of assignment, transfer or conveyance, in form and substance reasonably satisfactory to Purchaser, as Purchaser may reasonably request or as may be otherwise reasonably necessary or desirable to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Transferred Assets to Purchaser and to put Purchaser in actual possession or control of the Transferred Assets, duly executed by Seller or its relevant Affiliates.
(b) At the Closing, Purchaser shall deliver to Seller:
(i) the Payoff Amount to the Person(s) entitled thereto in accordance with the instructions in the Payoff Letter;
(ii) the Purchase Price less the Payoff Amount by wire transfer in immediately available U.S. dollar funds, to an account or accounts designated prior to the Closing Date by Seller in a writing to Purchaser;
(iii) a counterpart of each of the Ancillary Agreements, executed by each of Purchaser and any of its Affiliates that is a party thereto;
(iv) the Term Li...
Deliveries for the Closing. (a) At the Closing, Seller shall deliver, or cause to be delivered, to Purchaser:
(i) a counterpart of each of the Ancillary Agreements, duly executed by Seller and any of its Subsidiaries that is a party thereto, to the extent not previously delivered;
(ii) the certificate referred to in Section 8.02(c);
(iii) a copy of the Sale Order as entered by the Bankruptcy Court; and
(iv) a duly completed and executed IRS Form W-9 of Seller.
(b) At the Closing, Purchaser shall deliver, or cause to be delivered, to Seller:
(i) a counterpart of each of the Ancillary Agreements, duly executed by Xxxxxxxxx and any of its Affiliates that is a party thereto, to the extent not previously delivered;
(ii) satisfaction of the Purchase Price as to the Credit Bid by discharging Seller and its Subsidiaries, and Seller and its Subsidiaries shall be deemed to be discharged, from the First Lien Credit Agreement in an aggregate amount equal to the Credit Bid Amount; and
(iii) the certificates referred to in Section 8.01(c).
