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 License Fee (as defined in the Space Sharing Agreement) and the internet services fee and security deposit required to be delivered pursuant to Sections 5(c) and 6 of the Space Sharing Agreement respectively 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; (v) any amounts required to be delivered by Service Recipient (as defined in the Transition Services Agreement) as of the Closing pursuant to Section 3.02 of the Transition Services Agreement 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; and (vi) the Closing Severance Payment, 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.
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Deliveries for the Closing. (a) At the Closing, Seller shall deliver or cause to be delivered to Purchaser:
(i) instruments of transfer and conveyance, properly executed and acknowledged by Seller and/or its applicable Subsidiaries in such customary form as is reasonably acceptable to both Seller and Purchaser, that are necessary to 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 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 in form and substance reasonably satisfactory to Purchaser and an assignment and assumption of lease 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;
(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)previously delivered;
(iv) a customary payoff letter with respect to receipt for 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”)Estimated Purchase Price;
(v) 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 agreement by Affiliates authorized officer of Redwood Capital Management, LLC to Seller that satisfies the terms requirements 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 indentureTreasury Regulation Section 1.1445-2(b)(2); and
(vivii) such other bills of sale, assignments and other customary instruments of assignment, transfer or conveyance, a written consent 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 from the sale, assignment, transfer, conveyance and delivery counterparty under the Real Property Lease set forth on Section 2.06(a)(vii) of the Transferred Assets Seller Disclosure Letter to Purchaser and to put Purchaser in actual possession or control the assignment of such Real Property Lease (the Transferred Assets, duly executed by Seller or its relevant Affiliates“Lease Consent”).
(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 AgreementsAgreements (other than the Xxxx of Sale), executed by each of Purchaser and any of its Affiliates that is a party thereto, to the extent not previously delivered;
(ivii) the Term License Fee (as defined in the Space Sharing Agreement) and the internet services fee and security deposit required to be delivered pursuant to Sections 5(c) and 6 of the Space Sharing Agreement respectively Estimated Purchase Price by wire transfer in immediately available U.S. dollar funds, to an account or accounts designated at least three (3) Business Days prior to the Closing Date by Seller in a writing written notice to Purchaser;
(viii) any amounts required to be delivered by Service Recipient (as defined in a receipt for the Transition Services Agreement) as Transferred Assets and Battery Companies Equity Interests acknowledging the purchase of the Closing Transferred Assets and Battery Companies Equity Interests pursuant to Section 3.02 of the Transition Services Agreement 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 Purchaserthis Agreement; and
(viiv) the Closing Severance Payment, by wire transfer certificates referred to in immediately available U.S. dollar funds, to an account or accounts designated prior to the Closing Date by Seller in a writing to PurchaserSection 9.01(a) and Section 9.01(b).
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Deliveries for the Closing. (a) At the Closing, Seller shall deliver or cause to be delivered to Purchaser:
(i) instruments of transfer and conveyance, properly executed and acknowledged by Seller and/or its applicable Subsidiaries in such customary form as is reasonably acceptable to both Seller and Purchaser, that are necessary to 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 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 in form and substance reasonably satisfactory to Purchaser and an assignment and assumption of lease 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;
(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)previously delivered;
(iv) a customary payoff letter with respect to receipt for 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”)Estimated Purchase Price;
(v) 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 agreement by Affiliates authorized officer of Redwood Capital Management, LLC to Seller that satisfies the terms requirements 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 indentureTreasury Regulation Section 1.1445-2(b)(2); and
(vivii) such other bills of sale, assignments and other customary instruments of assignment, transfer or conveyance, a written consent 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 from the sale, assignment, transfer, conveyance and delivery counterparty under the Real Property Lease set forth on Section 2.06(a)(vii) of the Transferred Assets Seller Disclosure Letter to Purchaser and to put Purchaser in actual possession or control the assignment of such Real Property Lease (the Transferred Assets, duly executed by Seller or its relevant Affiliates“Lease Consent”).
(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 AgreementsAgreements (other than the Xxxx of Sale), executed by each of Purchaser and any of its Affiliates that is a party thereto, to the extent not previously delivered;
(ivii) the Term License Fee (as defined in the Space Sharing Agreement) and the internet services fee and security deposit required to be delivered pursuant to Sections 5(c) and 6 of the Space Sharing Agreement respectively Estimated Purchase Price by wire transfer in immediately available U.S. dollar funds, to an account or accounts designated at least three (3) Business Days prior to the Closing Date by Seller in a writing written notice to Purchaser;
(viii) any amounts required to be delivered by Service Recipient (as defined in a receipt for the Transition Services Agreement) as Transferred Assets and Battery Companies Equity Interests acknowledging the purchase of the Closing Transferred Assets and Battery Companies Equity Interests pursuant to Section 3.02 of the Transition Services Agreement 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 Purchaserthis Agreement; and
(viiv) the Closing Severance Paymentcertificates referred to in 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 Transferred Entities) 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 2.07 shall be due and payable by the applicable party in immediately available funds, by wire transfer to the account designated in immediately available U.S. dollar fundswriting by the other party. Withholding . Purchaser shall be entitled to deduct and withhold (or cause to be deducted and withheld) from the consideration otherwise payable pursuant to this 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 an account Seller of any expected deduction or accounts designated withholding at least five (5) Business Days prior to the Closing Date 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 a writing to Purchaserrespect of which such deduction and withholding was made.
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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 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 purposesSeller;
(iii) any instruments and documents which are necessary to the extent obtained prior to the Closing, copies of release any and 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 Liens (other than those that customarily survive terminationPermitted Liens) (on the “Payoff Letter” and the payoff amount Transferred Assets, as set forth therein, the “Payoff Amount”);
(vin Section 2.05(a)(iii) 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 indentureDisclosure Schedule; and
(viiv) 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 AffiliatesPurchaser.
(b) At the Closing, Purchaser shall deliver to Seller:
(i) the Payoff Amount an amount in cash equal to the Person(s) entitled thereto Closing Payment Amount, by wire transfer in accordance with immediately available U.S. dollar funds, to an account or accounts designated prior to the instructions Closing Date by Seller in the Payoff Lettera writing to Purchaser;
(ii) the Purchase Price less security deposit (as described in the Payoff Amount applicable Space Sharing Agreement) and the Term License Fees (as defined in applicable Space Sharing Agreement) for the first full month of the term and any partial month thereunder to be delivered pursuant to the Space Sharing Agreements 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 License Fee (as defined in the Space Sharing Agreement) and the internet services fee and security deposit required to be delivered pursuant to Sections 5(c) and 6 of the Space Sharing Agreement respectively 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;
(v) any amounts required to be delivered by Service Recipient (as defined in the Transition Services Agreement) as of the Closing pursuant to Section 3.02 of the Transition Services Agreement 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; and
(viiv) a counterpart of each of the Closing Severance PaymentAncillary Agreements, duly executed 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 PurchaserXxxxxxxxx.
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