Post-Closing Deliverables (a) Within ten (10) days of the Closing Date, Seller and/or Seller’s Affiliates shall give any notices required to be given under the Material Contracts in connection with the consummation of the Transaction and shall further provide to Purchaser at Closing with true and complete copies of such notices. From and following the date of this Agreement, Seller and the Company shall use commercially reasonable efforts to (i) obtain any consents or authorizations required under the terms of the Material Contracts in connection with the consummation of the Transaction and (ii) prepare the documents to be executed pursuant to Section 2.2(e) as required under the terms of the Material Contracts in connection with the consummation of the Transaction. If, as of Closing (i) any notice has not been given or any authorization or consent has not been obtained under the terms of the Contracts included in the Assets (including as may be required under the terms of the Assumed Contracts in connection with the consummation of the Transaction) or (ii) any conveyance or assignment documents required to vest title to all Owned Real Property and easements in the Company have not been executed prior to Closing, in each case other quitclaim deeds with respect to Owned Office Properties as specifically required to be delivered at Closing in accordance with Section 2.2(e), notwithstanding anything in this Agreement to the contrary, such failure shall not give rise to any right to indemnification under Article IX.
(b) Seller shall (i) for twelve (12) months following the Closing Date, use commercially reasonable efforts to, as and when requested by Purchaser, give any notice that has not been given or obtain any authorization or consent that has not been obtained prior to the Closing that is required under the terms of the Contracts included in the Assets (including as may be required under the terms of the Assumed Contracts in connection with the consummation of the Transaction) and (ii) as soon as practicable following Closing (but no more than 90 days following Closing), deliver to Purchaser an accurate list and description of all Owned Real Property and execute and deliver to Purchaser all real estate conveyance documents required to vest title to all Owned Real Property and easements in the Company (to the extent not previously delivered at Closing). Following Closing, until such required notices are given or such required consents are obtained or such documents are executed, Seller agrees to enter into a commercially reasonable alternative arrangement to provide (and cause its Affiliates to provide, as applicable), the Company and Purchaser’s Affiliates with the benefits (e.g., in respect of any applicable Sign Location Lease, the right to operate the Structures on the property covered thereby) to which such notice or consent relates, including by enforcing at the written request of Purchaser (and at Purchaser’s sole cost and expense) any of the rights under such Contract (including the right of termination); and to the extent the Company (or Purchaser’s Affiliate) receives such benefits (or Seller enforces any rights under such Contract at Purchaser’s written request), Purchaser shall be responsible for the performance of the Seller’s obligations thereunder, at Purchaser’s sole cost and expense, acting in good faith and in the ordinary course of business. If within the twelve (12) month period following the Closing Date (aa) either Party (or their Affiliates) receives written notice from a landowner or counterparty (or counsel for the landowner or counterparty) purporting to terminate a particular Sign Location Lease which is a Material Contract or a Bus Transit Contract, as a result of the failure to obtain a consent required by the terms of such lease or Bus Transit Contract, or (bb) any such landlord or counterparty files suit (or initiates arbitration, if applicable) against either Party (or their respective Affiliates) seeking termination of the applicable Sign Location Lease or Bus Transit Contract, as a result of the failure to obtain a consent required by the terms of such lease or Bus Transit Contract, or (cc) any such landowner or counterparty requires payment of a material sum or some other material concession from the Company in exchange for any such required consent (and in the case of a demand for a material sum of money, where Seller elects to not pay such amount upon request of the Company), then in each such instance, the Company or Purchaser may within ten days following the expiration of such twelve month period (or such later period as provided below) by written notice to Seller either (i) elect to relinquish all of its right, title and interest in and to such Sign Location Lease or Bus Transit Contract, as applicable (and any Assets solely related thereto), to Seller, in which case the Purchaser shall be entitled to a payment from Seller in an amount equal to that portion of the Purchase Price allocable to such item or asset, which shall be based on a multiple equal to the product of 7.1 times net revenues less site lease expense for calendar year 2014; or (ii) elect to retain such rights over the item or asset, in which case there would be no such payment to the Company or Purchaser, as applicable; provided, however, that (x) Purchaser shall upon request by Seller, assist and cooperate with Seller in effecting the commercially reasonable alternative arrangement referred to above and in obtaining the applicable required consent, and (y) before Purchaser shall have the right to exercise its rights under subpart (i) above, Seller shall have the right (at Seller’s sole cost) to defend any such action by a landlord or counterparty and/or to negotiate a settlement and/or cure any alleged breach of the applicable lease or Bus Transit Contract and so long as Seller is diligently doing so, Seller shall have until the expiration of the following periods to cure or settle such matter (i) if Purchaser is still permitted to operate at such location during the pendency of such matter, until such matter is finally adjudicated or (ii) if Purchaser is not permitted to operate at such location during the pendency of such matter and Seller elects not to replace the lost net cash flow at such location during the pendency of such matter, a two (2) month period from the date Purchaser is first not able to operate at such location (provided, further, that, in the case of both (i) and (ii) above, if Purchaser in good faith determines that the Company or Purchaser’s applicable Affiliate could reasonably be expected to be subject to liability to such landlord or counterparty by continuing to operate such asset, Purchaser may require that Seller confirm in writing to Purchaser Seller’s duty to defend and indemnify Purchaser with respect thereto, including but not limited to damages for trespass, where applicable). Purchaser acknowledges that failure to timely notify Seller of such an election in accordance with the foregoing shall be deemed an acceptance by Purchaser of such Sign Location Lease or Bus Transit Contract, as applicable and related Assets and a relinquishment of any right to payment from Seller. For the avoidance of doubt, any amounts that may become due to Purchaser (or the Company) under this paragraph shall not be subject to the limitations set forth in Section 9.2(c).
(c) As soon as practicable following the Closing (but no later than 90 days following Closing), Seller shall deliver to Purchaser Outdoor Advertising Permit transfer documents as are required to validly and fully transfer and assign all such Permits to the Company (or Purchaser’s designated Affiliate).
Closing Deliverables At the Closing:
(a) Indigo Parent will:
(i) deliver, or cause to be delivered, to Monsoon, one or more certificates representing the Indigo Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer, with appropriate transfer tax stamps, if any, affixed;
(ii) deliver, or cause to be delivered, to Monsoon, a certified true copy of the duly executed resolutions from the board of directors of Indigo approving the following matters: (A) the transfer of the Indigo Shares, (B) the cancellation of the certificates issued in the name of Indigo Parent in respect of the Indigo Shares, (C) subject to the transfer of the Indigo Shares being duly stamped, the registration of Monsoon as the holder of the Indigo Shares in the register of members of Indigo and (D) the appointment of Mr. Xxxx Xxxxx and Xx. Xxxxxx Xxxxx as new directors of Indigo, subject to their consent to act as directors.
(iii) procure that the company secretary of Indigo (or such other authorised person) lodges a notice of transfer in respect of the Indigo Shares in the form prescribed under the Singapore Companies Act with the Registrar on the Closing Date, in order to enable the Registrar to update the electronic register of members of Indigo to reflect Monsoon as the holder of all of the Indigo Shares on and from the Closing Date;
(iv) duly executed letters of resignation of each director of Indigo identified and agreed by the parties prior to Closing, which letters shall include customary release of liability and waiver provisions and otherwise be in a form reasonably acceptable to Monsoon;
(v) deliver, or cause to be delivered, to Monsoon, a duly executed counterpart of the Registration Rights Agreement (if the Registration Rights Agreement has not already been executed and delivered by the parties thereto prior to Closing); and
(vi) deliver, or cause to be delivered, to Monsoon, the certificates, documents and other items to be delivered to Monsoon in accordance with Section 10.03, together with such other documents as Monsoon or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement;
(b) Monsoon will deliver, or cause to be delivered, to Indigo Parent:
(i) one or more certificates representing the Class B Shares, which shares shall be duly registered in the name of Indigo Parent in the share register of Monsoon;
(ii) a certified true copy of the duly executed resolutions of the Monsoon Board (A) approving this Agreement and the other Transaction Documents to which Monsoon is or is contemplated to be a party and the consummation of the Acquisition, the Share Issuance and the other Transactions, (B) determining that the terms of this Agreement and the Transactions are fair to, and are in the best interests of, Monsoon and its shareholders, (C) directing that this Agreement be submitted to the shareholders of Monsoon for adoption and approval, (D) recommending that the shareholders of Monsoon adopt and approve this Agreement and the Transactions, (E) approving the Terms of Issue of the Class B Shares; (F) approving the allotment and issuance of the Class B Shares to Indigo Parent pursuant to this Agreement; (G) approving the decrease in the size of the Monsoon Board to ten members effective as at the Closing, (H) approving the appointment of the Initial Indigo Directors to the Monsoon Board effective as at the Closing, (I) approving the entry into the Indemnity Agreements with each of the Initial Indigo Directors as promptly as practicable after the Closing and (J) approving any such other action or document required in connection with any of the foregoing;
(iii) duly executed letters of resignation of each of the five directors of Monsoon identified and agreed by the parties prior to Closing, which letters shall include customary release of liability and waiver provisions and otherwise be in a form reasonably acceptable to Indigo Parent;
(iv) duly executed counterparts of the Registration Rights Agreement signed by each of the parties thereto other than Indigo Parent (if the Registration Rights Agreement has not already been executed and delivered by the parties thereto prior to Closing); and
(v) the certificates, documents and other items to be delivered to Indigo Parent in accordance with Section 10.02, together with such other documents as Indigo Parent or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement.
