Common use of Deliveries for the Closing Clause in Contracts

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 Purchaser pursuant to Section 3.04(b)(ii), in book entry form, free and clear of all Liens other than those arising under applicable securities Laws; and (iii) to Arris HoldCo, the certificate(s) received from Seller pursuant to Section 3.04(a)(i) representing all the issued and outstanding Shares, along with the separate stock powers received from Seller pursuant to Section 3.04(a)(i).

Deliveries for the Closing. (a) At the Closing, Seller shall deliver (or cause to be delivered):delivered to Purchaser: (i) to Paying Agentinstruments of transfer and conveyance, one or more certificates representing all the issued properly executed 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 acknowledged by Seller and/or its applicable Subsidiaries in such customary form as is reasonably acceptable to both Seller and otherwise sufficient Purchaser, that are necessary to vest effect or evidence the transfer of the Transferred Assets and Assumed Liabilities to Purchaser (or to such Affiliate(s) of Purchaser designated pursuant to Section 2.01(a)), and in Arris HoldCo legal form and beneficial ownership substance reasonably satisfactory to Purchaser and an assignment and assumption of such Shareslease with respect to each of the Real Property Leases in form and substance reasonably satisfactory to Purchaser; (ii) certificates representing the Auto Care Companies Equity Interests (to the extent certificated), duly endorsed in blank or accompanied by stock or unit powers duly endorsed in blank in proper form for transfer or other proper instruments of transfer, along with such other documentation or filings as may be required under applicable Law to vest in Purchaser (or in such Affiliate(s) of Purchaser designated pursuant to Section 2.01(a)) the Auto Care Company Interests; (iii) 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; (iiiiv) to Purchaser a receipt for the Estimated Cash Purchase Price 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 CodeStock Consideration; (ivv) to Purchaser, the certificates referred to in Section 9.02(a) and Section 9.02(b); (vi) a certification of non-foreign status from Seller signed by an authorized officer of Seller that satisfies the requirements of Treasury Regulation Section 1.1445-2(b)(2); and (vvii) 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 SubsidiaryU.K. Deliverables. (b) At the Closing, Arris HoldCo Purchaser shall deliverdeliver to Seller: (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 AgreementsAgreements (other than the Xxxx of Sale), executed by each of Arris, Arris HoldCo Purchaser and any of their its Affiliates that are is a party thereto, to the extent not previously delivered; and; (ivii) 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) Purchase Price 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 AgentPurchaser; (iiiii) to Sellercertificates, or if uncertificated, other evidence of ownership representing the Stock Consideration received from Purchaser Consideration, if any, registered in the name of Seller; (iv) a receipt for the Transferred Assets and Auto Care Companies Equity Interests acknowledging the purchase of the Transferred Assets and Auto Care Companies Equity Interests pursuant to Section 3.04(b)(ii), in book entry form, free and clear of all Liens other than those arising under applicable securities Lawsthis Agreement; and (iiiv) the certificates referred to Arris HoldCo, the certificate(sin Section 9.01(a) received from Seller pursuant to and Section 3.04(a)(i) representing all the issued and outstanding Shares, along with the separate stock powers received from Seller pursuant to Section 3.04(a)(i9.01(b).

Deliveries for the Closing. (a) At the Closing, Seller shall deliver (or cause to be delivered):delivered to Purchaser: (i) to Paying Agentinstruments of transfer and conveyance, one or more certificates representing all the issued properly executed 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 acknowledged by Seller and/or its applicable Subsidiaries in such customary form as is reasonably acceptable to both Seller and otherwise sufficient Purchaser, that are necessary to vest effect or evidence the transfer of the Transferred Assets and Assumed Liabilities to Purchaser (or to such Affiliate(s) of Purchaser designated pursuant to Section 2.01(a)), including, a warranty deed (in Arris HoldCo legal form customary in the applicable jurisdiction) with respect to each Owned Real Property, conveying to Purchaser (or to such Affiliate(s) of Purchaser designated pursuant to Section 2.01(a)) fee simple title (or local equivalent) to such Owned Real Property, subject only to Permitted Liens, and beneficial ownership in form and substance reasonably satisfactory to Purchaser and an assignment and assumption of such Shareslease with respect to each of the Real Property Leases (other than the Identified Lease) in form and substance reasonably satisfactory to Purchaser; (ii) certificates representing the Battery Companies Equity Interests (to the extent certificated), duly endorsed in blank or accompanied by stock or unit powers duly endorsed in blank in proper form for transfer or other proper instruments of transfer, along with such other documentation or filings as may be required under applicable Law to vest in Purchaser (or in such Affiliate(s) of Purchaser designated pursuant to Section 2.01(a)) the Battery Company Interests; (iii) 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; (iiiiv) to Purchaser and Arris HoldCo a duly executed and acknowledged certificate, in form and substance acceptable to Purchaser and in compliance with receipt for 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 CodeEstimated Purchase Price; (ivv) to Purchaser, the certificates referred to in Section 9.02(a) and Section 9.02(b); (vi) a certification of non-foreign status from Seller signed by an authorized officer of Seller that satisfies the requirements of Treasury Regulation Section 1.1445-2(b)(2); and (vvii) a written consent in form and substance reasonably satisfactory to Purchaser, to Purchaser from the extent requested in writing by Purchaser no later than fifteen Business Days prior to Closing, duly signed resignations, effective as of counterparty under the close of business Real Property Lease set forth on the Closing Date, of all directors (or Persons performing similar functionsSection 2.06(a)(vii) of the Company and each Company SubsidiarySeller Disclosure Letter to the assignment of such Real Property Lease (the “Lease Consent”). (b) At the Closing, Arris HoldCo Purchaser shall deliverdeliver to Seller: (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 AgreementsAgreements (other than the Xxxx of Sale), executed by each of Arris, Arris HoldCo Purchaser and any of their its Affiliates that are is a party thereto, to the extent not previously delivered; and; (ivii) 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) Purchase Price 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 AgentPurchaser; (iiiii) to Seller, a receipt for the Stock Consideration received from Purchaser Transferred Assets and Battery Companies Equity Interests acknowledging the purchase of the Transferred Assets and Battery Companies Equity Interests pursuant to Section 3.04(b)(ii), in book entry form, free and clear of all Liens other than those arising under applicable securities Lawsthis Amended Agreement; and (iiiiv) the certificates referred to Arris HoldCo, the certificate(sin Section 9.01(a) received from Seller pursuant to and Section 3.04(a)(i) representing all the issued and outstanding Shares, along with the separate stock powers received from Seller pursuant to Section 3.04(a)(i9.01(b).

Deliveries for the Closing. (a) At the Closing, Seller shall deliver (or cause to be delivered):delivered to Purchaser: (i) to Paying Agentinstruments of transfer and conveyance, one or more certificates representing all the issued properly executed 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 acknowledged by Seller and/or its applicable Subsidiaries in such customary form as is reasonably acceptable to both Seller and otherwise sufficient Purchaser, that are necessary to vest effect or evidence the transfer of the Transferred Assets and Assumed Liabilities to Purchaser (or to such Affiliate(s) of Purchaser designated pursuant to Section 2.01(a)), including, a warranty deed (in Arris HoldCo legal form customary in the applicable jurisdiction) with respect to each Owned Real Property, conveying to 34 Purchaser (or to such Affiliate(s) of Purchaser designated pursuant to Section 2.01(a)) fee simple title (or local equivalent) to such Owned Real Property, subject only to Permitted Liens, and beneficial ownership in form and substance reasonably satisfactory to Purchaser and an assignment and assumption of such Shareslease with respect to each of the Real Property Leases in form and substance reasonably satisfactory to Purchaser; (ii) certificates representing the Battery Companies Equity Interests (to the extent certificated), duly endorsed in blank or accompanied by stock or unit powers duly endorsed in blank in proper form for transfer or other proper instruments of transfer, along with such other documentation or filings as may be required under applicable Law to vest in Purchaser (or in such Affiliate(s) of Purchaser designated pursuant to Section 2.01(a)) the Battery Company Interests; (iii) 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; (iiiiv) to Purchaser and Arris HoldCo a duly executed and acknowledged certificate, in form and substance acceptable to Purchaser and in compliance with receipt for 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 CodeEstimated Purchase Price; (ivv) to Purchaser, the certificates referred to in Section 9.02(a) and Section 9.02(b); (vi) a certification of non-foreign status from Seller signed by an authorized officer of Seller that satisfies the requirements of Treasury Regulation Section 1.1445-2(b)(2); and (vvii) a written consent in form and substance reasonably satisfactory to Purchaser, to Purchaser from the extent requested in writing by Purchaser no later than fifteen Business Days prior to Closing, duly signed resignations, effective as of counterparty under the close of business Real Property Lease set forth on the Closing Date, of all directors (or Persons performing similar functionsSection 2.06(a)(vii) of the Company and each Company SubsidiarySeller Disclosure Letter to the assignment of such Real Property Lease (the “Lease Consent”). (b) At the Closing, Arris HoldCo Purchaser shall deliverdeliver to Seller: (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 AgreementsAgreements (other than the Xxxx of Sale), executed by each of Arris, Arris HoldCo Purchaser and any of their its Affiliates that are is a party thereto, to the extent not previously delivered; and; (ivii) 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) Purchase Price 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 AgentPurchaser; (iiiii) to Seller, a receipt for the Stock Consideration received from Purchaser Transferred Assets and Battery Companies Equity Interests acknowledging the purchase of the Transferred Assets and Battery Companies Equity Interests pursuant to Section 3.04(b)(ii), in book entry form, free and clear of all Liens other than those arising under applicable securities Lawsthis Agreement; and (iiiiv) the certificates referred to Arris HoldCoin Section 9.01(a) and Section 9.01(b). Accounting . To the extent that, after the Closing, (a) Purchaser or any of its Affiliates receives any payment that is properly for the account of Seller or any of its Subsidiaries (other than, for the avoidance of doubt, the certificate(sTransferred Entities) received from according to the terms of this Agreement (including any payment in respect of or under any Excluded Asset or otherwise due to Seller or any of its Subsidiaries) or, with the prior written consent of Purchaser, Seller or any of its Subsidiaries makes a payment on behalf of Purchaser or any of its designated Affiliate(s) (including any payment in respect of or under any Assumed Liability or otherwise payable by the Business), Purchaser shall promptly deliver such amount to Seller, and (b) Seller or any of its Subsidiaries (other than, for the avoidance of doubt, the Transferred Entities) receives any payment that is properly for the account of Purchaser or any of its Affiliates according to the terms of this Agreement (including any payment in respect of or under any Transferred Asset or otherwise due to the Business) or, with the prior 35 written consent of Seller, Purchaser or any of its Affiliates makes a payment on behalf of Seller (including any payment in respect of or under any Retained Liability or otherwise payable by Seller or any of its Subsidiaries), Seller shall promptly deliver such amount to Purchaser, in each case, pursuant to a mutually agreed weekly cash reconciliation and off-set process conducted by the parties. All amounts due and payable under this Section 3.04(a)(i2.07 shall be due and payable by the applicable party in immediately available funds, by wire transfer to the account designated in writing by the other party. Withholding . Purchaser shall be entitled to deduct and withhold (or cause to be deducted and withheld) representing all from the issued and outstanding Shares, along with the separate stock powers received from Seller consideration otherwise payable pursuant to Section 3.04(a)(ithis Agreement such amounts as Purchaser or any of its designated Affiliates is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign Tax Law; provided that Purchaser shall provide written notice to Seller of any expected deduction or withholding at least five (5) Business Days prior to the withholding (which notice shall specify the legal authority and the calculation method for the expected withholding); provided, further, that Purchaser shall cooperate in good faith with Seller (including by providing Seller with a reasonable opportunity to provide any applicable certificates, forms or documentation that would reduce or eliminate any such deduction or withholding) and shall otherwise take such steps as Seller may reasonably request to reduce or eliminate, such requirement to withhold Tax. To the extent that such amounts are so withheld and paid over to the proper Governmental Authority, such withheld and deducted amounts will be treated for all purposes of this Agreement as having been paid to Seller and the Subsidiary Transferors (as applicable) in respect of which such deduction and withholding was made.

Deliveries for the Closing. (a) At the Closing, Seller shall deliver (or cause to be delivered):delivered to Purchaser: (i) to Paying Agentinstruments of transfer and conveyance, one or more certificates representing all the issued properly executed 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 acknowledged by Seller and/or its applicable Subsidiaries in such customary form as is reasonably acceptable to both Seller and otherwise sufficient Purchaser, that are necessary to vest effect or evidence the transfer of the Transferred Assets and Assumed Liabilities to Purchaser (or to such Affiliate(s) of Purchaser designated pursuant to Section 2.01(a)), including, a warranty deed (in Arris HoldCo legal form customary in the applicable jurisdiction) with respect to each Owned Real Property, conveying to Purchaser (or to such Affiliate(s) of Purchaser designated pursuant to Section 2.01(a)) fee simple title (or local equivalent) to such Owned Real Property, subject only to Permitted Liens, and beneficial ownership in form and substance reasonably satisfactory to Purchaser and an assignment and assumption of such Shareslease with respect to each of the Real Property Leases in form and substance reasonably satisfactory to Purchaser; (ii) certificates representing the Battery Companies Equity Interests (to the extent certificated), duly endorsed in blank or accompanied by stock or unit powers duly endorsed in blank in proper form for transfer or other proper instruments of transfer, along with such other documentation or filings as may be required under applicable Law to vest in Purchaser (or in such Affiliate(s) of Purchaser designated pursuant to Section 2.01(a)) the Battery Company Interests; (iii) 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; (iiiiv) to Purchaser and Arris HoldCo a duly executed and acknowledged certificate, in form and substance acceptable to Purchaser and in compliance with receipt for 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 CodeEstimated Purchase Price; (ivv) to Purchaser, the certificates referred to in Section 9.02(a) and Section 9.02(b); (vi) a certification of non-foreign status from Seller signed by an authorized officer of Seller that satisfies the requirements of Treasury Regulation Section 1.1445-2(b)(2); and (vvii) a written consent in form and substance reasonably satisfactory to Purchaser, to Purchaser from the extent requested in writing by Purchaser no later than fifteen Business Days prior to Closing, duly signed resignations, effective as of counterparty under the close of business Real Property Lease set forth on the Closing Date, of all directors (or Persons performing similar functionsSection 2.06(a)(vii) of the Company and each Company SubsidiarySeller Disclosure Letter to the assignment of such Real Property Lease (the “Lease Consent”). (b) At the Closing, Arris HoldCo Purchaser shall deliverdeliver to Seller: (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 AgreementsAgreements (other than the Xxxx of Sale), executed by each of Arris, Arris HoldCo Purchaser and any of their its Affiliates that are is a party thereto, to the extent not previously delivered; and; (ivii) 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) Purchase Price 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 AgentPurchaser; (iiiii) to Seller, a receipt for the Stock Consideration received from Purchaser Transferred Assets and Battery Companies Equity Interests acknowledging the purchase of the Transferred Assets and Battery Companies Equity Interests pursuant to Section 3.04(b)(ii), in book entry form, free and clear of all Liens other than those arising under applicable securities Lawsthis Agreement; and (iiiiv) the certificates referred to Arris HoldCo, the certificate(sin Section 9.01(a) received from Seller pursuant to and Section 3.04(a)(i) representing all the issued and outstanding Shares, along with the separate stock powers received from Seller pursuant to Section 3.04(a)(i9.01(b).

Deliveries for the Closing. (a) At the Closing, Seller shall deliver (or cause to be delivered):delivered to Purchaser: (i) proper instruments of transfer representing the Varta Companies Equity Interests, including certificates (to Paying Agentthe extent certificated), 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 blank or accompanied by a separate stock power or unit powers duly and validly executed by Seller and otherwise sufficient endorsed in blank in proper form for transfer, along with such other documentation or filings as may be required under applicable Law to vest in Arris HoldCo legal and beneficial ownership Purchaser (or in such Affiliate(s) of such SharesPurchaser designated pursuant to Section 2.01(a)) the Varta Companies Equity Interests; (ii) to Purchaser a counterpart of each of the Ancillary AgreementsAgreements (except for the Varta Trademark License Agreement to be entered into following the Closing Date pursuant to Section 6.08(h)), duly executed by each of Seller and any of its Subsidiaries that is a party thereto, in each case to the extent not previously delivered; (iii) resignations of each officer and director (or similar position) of each Transferred Entity (other than any officer or director (or similar position) who is a Business Employee), unless otherwise indicated by Purchaser at least ten (10) Business Days prior to Purchaser the Closing Date, and Arris HoldCo a duly such other documents to be issued or executed and acknowledged certificate, in form and substance acceptable to Purchaser and in compliance connection 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 Coderesignations under applicable Law; (iv) to Purchaser, a receipt for the Estimated Purchase Price; and (v) 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 Purchaser shall deliverdeliver to Seller: (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 AgreementsAgreements (except for the Varta Trademark License Agreement to be entered into following the Closing Date pursuant to Section 6.08(h)), executed by each of Arris, Arris HoldCo and Purchaser and/or any of their its Affiliates that are is a party thereto, to the extent not previously delivered; (ii) the Estimated Purchase Price by wire transfer in immediately available funds, to an account or accounts designated at least five (5) Business Days prior to the Closing Date by Seller in a written notice to Purchaser; (iii) a receipt for the Varta Companies Equity Interests acknowledging the purchase and transfer of the Varta Companies Equity Interests pursuant to this Agreement; 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 or shall cause Paying Agent their respective Affiliates to deliver: (i) enter into the Foreign Acquisition Agreements and to Seller, take such steps as are required to transfer the Estimated Cash Consideration received from Arris HoldCo pursuant to Section 3.04(b)(i) by wire transfer Varta Companies Equity Interests in immediately available funds, to an account the jurisdiction of incorporation or accounts designated at least three (3) Business Days prior to formation of the Closing Date by Seller in a written notice to Purchaser and Paying Agent; (ii) to Seller, the Stock Consideration received from Purchaser pursuant to Section 3.04(b)(ii), in book entry form, free and clear of all Liens other than those arising under applicable securities Laws; and (iii) to Arris HoldCo, the certificate(s) received from Seller pursuant to Section 3.04(a)(i) representing all the issued and outstanding Shares, along with the separate stock powers received from Seller pursuant to Section 3.04(a)(i)Varta Company.