Common use of Payment; Closing Clause in Contracts

Payment; Closing. 2.1 The closing of the Transaction (the “Closing”) shall take place at 7:00 a.m., Pacific time, on a date (the “Closing Date”), to be specified by Buyer and Rockstar LP (as Sellers’ Agent), which shall be no later than three (3) Business Days after satisfaction or waiver of all of the conditions set forth in Sections 6.1, 6.2 and 6.3 of this Agreement (other than the conditions which can be satisfied only on the Closing Date), at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxx, Xxxxxxxxxx 00000, or such other time, date or place as agreed to in writing by the Parties. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed or the relevant Parties have agreed to waive such delivery or action. If the Closing does not occur, any delivery made or other action taken in expectation of the Closing shall be deemed not to have occurred and be without force or effect. 2.2 On the terms and subject to the conditions set forth in this Agreement, the consideration payable to Sellers for the Transfer of the Acquired Assets at the Closing shall be equal to Nine Hundred Million U.S. Dollars ($900,000,000) plus the amount, if any, provided for in Section 2.2(c) below (together, the “Purchase Price”). The Purchase Price shall be payable as follows: (a) no later than two (2) Business Days following the Agreement Date, if Sellers have not previously terminated this Agreement, Buyer shall pay Sellers Twenty Five Million U.S. Dollars ($25,000,000) (the “Deposit Amount”) in the manner required by Section 2.4 as a deposit in respect of the payment of the Purchase Price at Closing; (b) the Parties, together with the Buyer Subscriber Parties and the Escrow Agent, have entered into that certain Escrow Agreement made in connection with this Agreement on the Agreement Date, attached hereto as Exhibit D (as may be amended from time to time, the “Escrow Agreement”), pursuant to which they have agreed that, commencing promptly after the Agreement Date and in any event by not later than January 21, 2015, the Buyer Subscriber Parties shall wire to the Escrow Account an aggregate amount of Eight Hundred and Seventy Five Million U.S. Dollars ($875,000,000), representing the Purchase Price less the Deposit Amount and any amounts payable from time to time pursuant to Section 2.2(c), which shall be disbursed from the Escrow Account to Sellers at the Closing or as otherwise set forth in the Escrow Agreement; and (c) at such time(s) after the Closing Date as prescribed therein, Buyer or Buyer Parent shall pay to Sellers or their designated representative any amount(s) required to be paid under Schedule 2.2(c) hereto, which shall survive Closing in accordance with its terms. 7

Payment; Closing. 2.1 The closing of the Transaction On a Business Day not later than May 15, 2013 (the “ClosingCertification Date”), the Purchaser shall certify in writing to the Company the exchange rate used to convert one Euro into U.S. Dollars and the resulting Aggregate Purchase Price expressed in U.S. Dollars (which exchange rate, for the avoidance of doubt, shall be the then prevailing rate at the time of the exchange for commercial banking customers used by the bank or banks effecting such conversion for Purchaser), (the exchange rate so certified, the “Exchange Rate”). No later than the Business Day immediately following the Certification Date, (i) the Company shall take place at 7:00 a.m.deliver the certificate representing the Applicable Number of Shares, Pacific timeand (ii) the parties shall deliver fully executed copies of the Registration Rights Agreement to Xxxxx & XxXxxxxx LLP to be held in escrow as agent for the parties. On that Business Day, on a date not later than May 22, 2013 (the “Closing Date”), upon which (and contingent on which) the Company receives the Aggregate Purchase Price (by wire transfer to be specified an account designated in writing to the Purchaser by Buyer and Rockstar LP (as Sellers’ Agentthe Company on the date hereof), which shall be no later than three (3x) Business Days after satisfaction or waiver of all the closing of the conditions set forth in Sections 6.1, 6.2 and 6.3 of transaction contemplated by this Agreement (other than the conditions which can be satisfied only on the Closing Date), at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxx, Xxxxxxxxxx 00000, or such other time, date or place as agreed to in writing by the Parties. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed or the relevant Parties have agreed to waive such delivery or action. If the Closing does not occur, any delivery made or other action taken in expectation of the Closing shall be deemed not to have occurred and be without force or effect. 2.2 On the terms and subject to the conditions set forth in this Agreement, the consideration payable to Sellers for the Transfer of the Acquired Assets at the Closing shall be equal to Nine Hundred Million U.S. Dollars ($900,000,000) plus the amount, if any, provided for in Section 2.2(c) below (together, the “Purchase Price”). The Purchase Price shall be payable as follows: (a) no later than two (2) Business Days following the Agreement Date, if Sellers have not previously terminated this Agreement, Buyer shall pay Sellers Twenty Five Million U.S. Dollars ($25,000,000) take place (the “Deposit AmountClosing”) and (y) in the manner required by Section 2.4 as a deposit in respect consideration of the payment of such Aggregate Purchase Price, the Purchase Price at Closing; (b) Company shall be deemed to have irrevocably delivered to the PartiesPurchaser the Shares, together with the Buyer Subscriber Parties parties shall be deemed to have irrevocably delivered to each other the Registration Rights Agreement and the Escrow Agent, parties shall be deemed to have entered into that certain Escrow Agreement made in connection with this Agreement on irrevocably authorized Xxxxx & XxXxxxxx LLP to deliver the Agreement Date, attached hereto as Exhibit D (as may be amended from time to time, certificate representing the “Escrow Agreement”), pursuant to which they have agreed that, commencing promptly after the Agreement Date and in any event by not later than January 21, 2015, the Buyer Subscriber Parties shall wire Shares to the Escrow Account an aggregate amount Purchaser and executed copies of Eight Hundred and Seventy Five Million U.S. Dollars ($875,000,000), representing the Purchase Price less Registration Rights Agreement to each of the Deposit Amount and any amounts payable from time to time pursuant to Section 2.2(c), which shall be disbursed from the Escrow Account to Sellers at the Closing or as otherwise set forth in the Escrow Agreement; and (c) at such time(s) after the Closing Date as prescribed therein, Buyer or Buyer Parent shall pay to Sellers or their designated representative any amount(s) required to be paid under Schedule 2.2(c) hereto, which shall survive Closing in accordance with its terms. 7parties on behalf of each of them.

Payment; Closing. 2.1 The closing of the Transaction On a Business Day not later than May 15, 2013 (the “ClosingCertification Date”), the Purchaser shall certify in writing to the Company the exchange rate used to convert one Euro into U.S. Dollars and the resulting Aggregate Purchase Price expressed in U.S. Dollars (which exchange rate, for the avoidance of doubt, shall be the then prevailing rate at the time of the exchange for commercial banking customers used by the bank or banks effecting such conversion for Purchaser), (the exchange rate so certified, the “Exchange Rate”). No later than the Business Day immediately following the Certification Date, (i) the Company shall take place at 7:00 a.m.deliver the certificate representing the Applicable Number of Shares, Pacific timeand (ii) the parties shall deliver fully executed copies of the Registration Rights Agreement to Bxxxx & MxXxxxxx LLP to be held in escrow as agent for the parties. On that Business Day, on a date not later than May 22, 2013 (the “Closing Date”), upon which (and contingent on which) the Company receives the Aggregate Purchase Price (by wire transfer to be specified an account designated in writing to the Purchaser by Buyer and Rockstar LP (as Sellers’ Agentthe Company on the date hereof), which shall be no later than three (3x) Business Days after satisfaction or waiver of all the closing of the conditions set forth in Sections 6.1, 6.2 and 6.3 of transaction contemplated by this Agreement (other than the conditions which can be satisfied only on the Closing Date), at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxx, Xxxxxxxxxx 00000, or such other time, date or place as agreed to in writing by the Parties. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed or the relevant Parties have agreed to waive such delivery or action. If the Closing does not occur, any delivery made or other action taken in expectation of the Closing shall be deemed not to have occurred and be without force or effect. 2.2 On the terms and subject to the conditions set forth in this Agreement, the consideration payable to Sellers for the Transfer of the Acquired Assets at the Closing shall be equal to Nine Hundred Million U.S. Dollars ($900,000,000) plus the amount, if any, provided for in Section 2.2(c) below (together, the “Purchase Price”). The Purchase Price shall be payable as follows: (a) no later than two (2) Business Days following the Agreement Date, if Sellers have not previously terminated this Agreement, Buyer shall pay Sellers Twenty Five Million U.S. Dollars ($25,000,000) take place (the “Deposit AmountClosing”) and (y) in the manner required by Section 2.4 as a deposit in respect consideration of the payment of such Aggregate Purchase Price, the Purchase Price at Closing; (b) Company shall be deemed to have irrevocably delivered to the PartiesPurchaser the Shares, together with the Buyer Subscriber Parties parties shall be deemed to have irrevocably delivered to each other the Registration Rights Agreement and the Escrow Agent, parties shall be deemed to have entered into that certain Escrow Agreement made in connection with this Agreement on irrevocably authorized Bxxxx & MxXxxxxx LLP to deliver the Agreement Date, attached hereto as Exhibit D (as may be amended from time to time, certificate representing the “Escrow Agreement”), pursuant to which they have agreed that, commencing promptly after the Agreement Date and in any event by not later than January 21, 2015, the Buyer Subscriber Parties shall wire Shares to the Escrow Account an aggregate amount Purchaser and executed copies of Eight Hundred and Seventy Five Million U.S. Dollars ($875,000,000), representing the Purchase Price less Registration Rights Agreement to each of the Deposit Amount and any amounts payable from time to time pursuant to Section 2.2(c), which shall be disbursed from the Escrow Account to Sellers at the Closing or as otherwise set forth in the Escrow Agreement; and (c) at such time(s) after the Closing Date as prescribed therein, Buyer or Buyer Parent shall pay to Sellers or their designated representative any amount(s) required to be paid under Schedule 2.2(c) hereto, which shall survive Closing in accordance with its terms. 7parties on behalf of each of them.

Payment; Closing. 2.1 The (a) Subject to Section 15.3(b), the Sale of Offered Units to Remaining Members will be effected pursuant to one or more written agreements between the Selling Member and the Remaining Members on the terms and conditions set forth in the Proposed Sale Notice (any such written agreement, a “ROFR Unit Purchase Agreement”) and that contains customary representations and warranties, including a representation and warranty by the Selling Member that the Offered Units are being Sold free and clear of all Liens (except those arising hereunder or under applicable federal or state laws); provided, however, that no Remaining Member will be required to make any representations or warranties in connection with the transaction other than customary representations and warranties solely with respect to such Remaining Member and its ownership of the Offered Units being Sold to such Remaining Member. (b) To the extent that the terms or conditions reflected in the Proposed Sale Notice are inconsistent with this Section 15.3(b), or to the extent that the terms or conditions of this Section 15.3(b) are absent from the Proposed Sale Notice, each ROFR Unit Agreement will contain the following terms and conditions: (i) the closing of the Transaction (the “Closing”) shall Sale of Offered Units to each Remaining Member will take place (A) at 7:00 a.m.the offices of counsel for the Selling Member (or at such other location as may be agreed to by the Selling Member and the Remaining Members), Pacific time, (B) at 11:00 AM local time (or at such other time as may be agreed to by the Selling Member and the Remaining Members) and (C) on a the date (the “Offered Units Closing Date”), to be specified by Buyer and Rockstar LP (as Sellers’ Agent), which shall be no later than three (3) that is the third Business Days Day after the satisfaction or waiver of all of the closing conditions set forth (if any) provided in Sections 6.1such ROFR Unit Purchase Agreement, 6.2 and 6.3 of this Agreement (other than the such conditions which can as are to be satisfied only on the Closing Date), at the offices of Skaddenclosing, Arpsor, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxx, Xxxxxxxxxx 00000, or if no closing conditions are provided in such other time, date or place as agreed to in writing by the Parties. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed or the relevant Parties have agreed to waive such delivery or action. If the Closing does not occur, any delivery made or other action taken in expectation of the Closing shall be deemed not to have occurred and be without force or effect. 2.2 On the terms and subject to the conditions set forth in this ROFR Unit Purchase Agreement, the consideration payable to Sellers for tenth Business Day following the Transfer Selling Member’s receipt (or deemed receipt) of the Acquired Assets ROFR Participation Notice (or that is such other date as may be agreed to by the Selling Member and the Remaining Members); and (ii) the Remaining Members will pay, in aggregate, the Offered Price (subject to any applicable withholdings specified in the ROFR Unit Purchase Agreement) at the Closing shall be equal closing in cash by wire transfer of immediately available funds to Nine Hundred Million U.S. Dollars ($900,000,000) plus the amount, if any, provided for in Section 2.2(c) below (together, the “Purchase Price”). The Purchase Price shall be payable as follows: (a) no later than an account specified at least two (2) Business Days following prior to the Agreement Date, if Sellers have not previously terminated this Agreement, Buyer shall pay Sellers Twenty Five Million U.S. Dollars ($25,000,000) (Offered Units Closing Date by the “Deposit Amount”) Selling Member to the Remaining Members or otherwise in the manner required by Section 2.4 as a deposit in respect of the payment of the Purchase Price at Closing; (b) the Parties, together with the Buyer Subscriber Parties and the Escrow Agent, have entered into that certain Escrow Agreement made in connection with this Agreement on the Agreement Date, attached hereto as Exhibit D (as may be amended from time to time, the “Escrow Agreement”), pursuant to which they have agreed that, commencing promptly after the Agreement Date and in any event by not later than January 21, 2015, the Buyer Subscriber Parties shall wire to the Escrow Account an aggregate amount of Eight Hundred and Seventy Five Million U.S. Dollars ($875,000,000), representing the Purchase Price less the Deposit Amount and any amounts payable from time to time pursuant to Section 2.2(c), which shall be disbursed from the Escrow Account to Sellers at the Closing or as otherwise time(s) set forth in the Escrow Agreement; and (c) at such time(s) after the Closing Date as prescribed therein, Buyer or Buyer Parent shall pay to Sellers or their designated representative any amount(s) required to be paid under Schedule 2.2(c) hereto, which shall survive Closing in accordance with its terms. 7Proposed Sale Notice.

Payment; Closing. 2.1 The closing of the Transaction (the “Closing”) shall take place at 7:00 a.m., Pacific time, on a date (the “Closing Date”), to be specified by Buyer and Rockstar LP (as Sellers’ Agent), which shall be no later than three (3) Business Days after satisfaction or waiver of all of the conditions set forth in Sections 6.1, 6.2 and 6.3 of this Agreement (other than the conditions which can be satisfied only on the Closing Date), at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxx, Xxxxxxxxxx 00000, or such other time, date or place as agreed to in writing by the Parties. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed or the relevant Parties have agreed to waive such delivery or action. If the Closing does not occur, any delivery made or other action taken in expectation of the Closing shall be deemed not to have occurred and be without force or effect. 2.2 On the terms and subject to the conditions set forth in this Agreement, the consideration payable to Sellers for the Transfer of the Acquired Assets at the Closing shall be equal to Nine Hundred Million U.S. Dollars ($900,000,000) plus the amount, if any, provided for in Section 2.2(c) below (together, the “Purchase Price”). The Purchase Price shall be payable as follows: (a) no later than two (2) Business Days following the Agreement Date, if Sellers have not previously terminated this Agreement, Buyer shall pay Sellers Twenty Five Million U.S. Dollars ($25,000,000) (the “Deposit Amount”) in the manner required by Section 2.4 as a deposit in respect of the payment of the Purchase Price at Closing; (b) the Parties, together with the Buyer Subscriber Parties and the Escrow Agent, have entered into that certain Escrow Agreement made in connection with this Agreement on the Agreement Date, attached hereto as Exhibit D (as may be amended from time to time, the “Escrow Agreement”), pursuant to which they have agreed that, commencing promptly after the Agreement Date and in any event by not later than January 21, 2015, the Buyer Subscriber Parties shall wire to the Escrow Account an aggregate amount of Eight Hundred and Seventy Five Million U.S. Dollars ($875,000,000), representing the Purchase Price less the Deposit Amount and any amounts payable from time to time pursuant to Section 2.2(c), which shall be disbursed from the Escrow Account to Sellers at the Closing or as otherwise set forth in the Escrow Agreement; and (c) at such time(s) after the Closing Date as prescribed therein, Buyer or Buyer Parent shall pay to Sellers or their designated representative any amount(s) required to be paid under Schedule 2.2(c) hereto, which shall survive Closing in accordance with its terms. 7.

Payment; Closing. 2.1 The (a) Subject to Section 16.3(b), the Sale of the Offered Units and the Tag-Along Units to the Proposed Transferee will be effected pursuant to one or more written agreements between the Selling Member and the Tag-Along Members, on the one hand, and the Proposed Transferee, on the other hand, on the terms and conditions set forth in the Proposed Sale Notice (any such written agreement, a “Tag-Along Unit Purchase Agreement”), on the terms set forth in Section 15.4, and that contains customary representations and warranties, including a representation and warranty by each Tag-Along Member that such Tag-Along Member’s Tag-Along Units are being Sold free and clear of all Liens (except those arising hereunder or under applicable federal or state laws); provided, however, that no Tag-Along Member will be required to make any representations or warranties in connection with the transaction other than customary representations and warranties solely with respect to such Tag-Along Member and its ownership of and delivery of good title to its Tag-Along Units being Sold to the Proposed Transferee. (b) To the extent that the terms or conditions reflected in the Proposed Sale Notice are inconsistent with this Section 16.3(b), or to the extent that the terms or conditions of this Section 16.3(b) are absent from the Proposed Sale Notice, each Tag-Along Unit Agreement will contain the following terms and conditions: (i) the closing of the Transaction (Sale of Tag-Along Units and Offered Units to the “Closing”) shall Proposed Transferee will take place (A) at 7:00 a.m.the offices of counsel for the Selling Member (or at such other location as may be agreed to by the Selling Member, Pacific timethe Tag-Along Members and the Proposed Transferee), (B) at 11:00 AM local time (or at such other time as may be agreed to by the Selling Member, the Tag-Along Members and the Proposed Transferee) and (C) on a the date (the “Tag-Along Unit Closing Date”), to be specified by Buyer and Rockstar LP (as Sellers’ Agent), which shall be no later than three (3) that is the third Business Days Day after the satisfaction or waiver of all of the closing conditions set forth (if any) provided in Sections 6.1such Tag-Along Unit Purchase Agreement, 6.2 and 6.3 of this Agreement (other than the such conditions which can as are to be satisfied only on the Closing Date), at the offices of Skaddenclosing, Arpsor, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxx, Xxxxxxxxxx 00000, or if no closing conditions are provided in such other time, date or place as agreed to in writing by the Parties. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed or the relevant Parties have agreed to waive such delivery or action. If the Closing does not occur, any delivery made or other action taken in expectation of the Closing shall be deemed not to have occurred and be without force or effect. 2.2 On the terms and subject to the conditions set forth in this Tag-Along Unit Purchase Agreement, the consideration payable to Sellers for tenth Business Day following the Transfer Selling Member’s receipt (or deemed receipt) of the Acquired Assets Tag-Along Participation Notice (or that is such other date as may be agreed to by the Proposed Transferee, the Selling Member and the Tag-Along Members); and (ii) the Proposed Transferee will pay to each Tag-Along Member an amount equal to the number of Tag-Along Units being Sold by such Tag-Along Member multiplied by the Per Unit Offered Price (subject to any applicable withholdings specified in the Tag-Along Unit Purchase Agreement) at the Closing shall be equal closing in cash by wire transfer of immediately available funds to Nine Hundred Million U.S. Dollars ($900,000,000) plus the amount, if any, provided for in Section 2.2(c) below (together, the “Purchase Price”). The Purchase Price shall be payable as follows: (a) no later than one or more accounts specified at least two (2) Business Days following prior to the Agreement Date, if Sellers have not previously terminated this Agreement, Buyer shall pay Sellers Twenty Five Million U.S. Dollars ($25,000,000) (Tag-Along Units Closing Date by such Tag-Along Member to the “Deposit Amount”) Proposed Transferee or otherwise in the manner required by Section 2.4 as a deposit in respect of the payment of the Purchase Price at Closing; (b) the Parties, together with the Buyer Subscriber Parties and the Escrow Agent, have entered into that certain Escrow Agreement made in connection with this Agreement on the Agreement Date, attached hereto as Exhibit D (as may be amended from time to time, the “Escrow Agreement”), pursuant to which they have agreed that, commencing promptly after the Agreement Date and in any event by not later than January 21, 2015, the Buyer Subscriber Parties shall wire to the Escrow Account an aggregate amount of Eight Hundred and Seventy Five Million U.S. Dollars ($875,000,000), representing the Purchase Price less the Deposit Amount and any amounts payable from time to time pursuant to Section 2.2(c), which shall be disbursed from the Escrow Account to Sellers at the Closing or as otherwise time(s) set forth in the Escrow Agreement; and (c) at such time(s) after the Closing Date as prescribed therein, Buyer or Buyer Parent shall pay to Sellers or their designated representative any amount(s) required to be paid under Schedule 2.2(c) hereto, which shall survive Closing in accordance with its terms. 7Proposed Sale Notice.