Common use of Pre-Closing Actions Clause in Contracts

Pre-Closing Actions. At least two (2) Business Days prior to the Closing Date, (a) the Company shall deliver to the Purchaser: (i) one or more customary payoff letters (the “Payoff Letters”) in respect of the Indebtedness Payoff Amount, which shall be in form and substance reasonably satisfactory to Purchaser and shall authorize and effect the release of all Encumbrances securing the Specified Funded Indebtedness upon payment of the Indebtedness Payoff Amount in full; and (ii) one or more Payoff Letters or invoices (with wiring instructions set forth therein) in respect of the Transaction Expenses, which shall be in form and substance reasonably satisfactory to the Purchaser; (iii) duly executed written resignations or removals, including termination of any related services agreements (which shall not require any release or waiver, but merely a statement of resignation), in form and substance reasonably satisfactory to the Purchaser, effective as of the Closing, of each of the members of the boards of directors and boards of managers of the Company and Company Subsidiaries, in each case, that have been requested to resign by the Purchaser in writing to the Company at least seven (7) Business Days prior to the Closing Date; (iv) if requested by Purchaser with respect to any directors’ qualifying shares or other Equity Interests of any Company Subsidiary held by any Person other than the Company or a wholly owned Subsidiary of the Company, all necessary documentation to effect the transfer of such Equity Interests to the Person or Person(s) designated by Purchaser or duly executed option agreements to permit such transfer at a later date at the unilateral election of Purchaser, all in form and substance reasonably satisfactory to Purchaser; and (v) evidence that the Specified Affiliate Arrangements shall have been settled or terminated without any further liability or obligation to the Company or any Company Subsidiary. (b) the Seller shall deliver, or cause to be delivered, to the Purchaser a statement (the “Estimated Closing Statement”) setting forth the Seller’s estimate of the Purchase Price (“Estimated Purchase Price”) and which shall reflect its estimate of (i) the aggregate amount of Indebtedness as of the Adjustment Time, (ii) Cash and Cash Equivalents as of the Adjustment Time, (iii) Transaction Expenses as of the Adjustment Time (“Estimated Transaction Expenses”), and (iv) Net Working Capital as of the Adjustment Time, and including reasonably detailed calculations demonstrating each such component of the Estimated Purchase Price. The Estimated Closing Statement shall be prepared in good faith based upon the books and records of the Company and Company Subsidiaries in accordance with the definitions as provided in this Agreement and the Accounting Methodology. The Estimated Closing Statement shall be binding on the parties hereto for purposes of this Section 3.2(b) and for purposes of determining the Estimated Purchase Price in this Section 3.2(b), absent manifest error.

Pre-Closing Actions. At least The following transactions shall be effected prior to the Closing Date: (a) No later than three (3) Business Days prior to the Closing Date, the Company shall provide to SPAC a written report setting forth a list of all of the Company Transaction Expenses (together with written invoices and wire transfer instructions for the payment thereof), solely to the extent such fees and expenses are incurred and expected to remain unpaid as of the close of business on the Business Day immediately preceding the Closing Date (the “Company Transaction Expenses Certificate”). (b) As soon as reasonably practicable (but in any event no later than two (2) Business Days) prior to the Closing Date, SPAC shall deliver to the Company written notice setting forth: (i) the aggregate amount of cash proceeds that will be required to satisfy the exercise of the SPAC Share Redemption; (ii) a written report setting forth a list of all of the SPAC Transaction Expenses (together with written invoices and wire transfer instructions for the payment thereof), solely to the extent such fees and expenses are incurred and expected to remain unpaid as of the close of business on the Business Day immediately preceding the Closing Date (the “SPAC Transaction Expenses Certificate”); and (iii) the aggregate amount of all loans made by the Sponsor or any of its Affiliates to SPAC as of the date of this Agreement and during the period between the date of this Agreement and the Closing to be converted into Holdco Class A Ordinary Shares at Closing Date pursuant to Section 2.5(d) (the “SPAC Financing Certificate”). For the avoidance of doubt, nothing contained herein shall affect SPAC’s ability to be reimbursed (and any invoices to the SPAC to be paid) for any SPAC Transaction Expenses incurred in good faith after the delivery of the SPAC Transaction Expenses Certificate. (c) Promptly following delivery by (i) the Company of the Company Transaction Expenses Certificate pursuant to Section 2.1(a) and (ii) SPAC of the SPAC Transaction Expenses Certificate and the SPAC Financing Certificate pursuant to Section 2.1(b) and, in any event, not less than two (2) Business Days prior to the Closing Date, (a) , the Company shall deliver to the Purchaser: (i) one or more customary payoff letters SPAC a spreadsheet schedule (the “Payoff LettersPayment Spreadsheet”) in respect of the Indebtedness Payoff Amount, which shall be in form and substance reasonably satisfactory to Purchaser and shall authorize and effect the release of all Encumbrances securing the Specified Funded Indebtedness upon payment of the Indebtedness Payoff Amount in full; and (ii) one or more Payoff Letters or invoices (excel format with wiring instructions set forth therein) in respect of the Transaction Expenses, which shall be in form and substance reasonably satisfactory to the Purchaser; (iii) duly executed written resignations or removals, including termination of any related services agreements (which shall not require any release or waiver, but merely a statement of resignation), in form and substance reasonably satisfactory to the Purchaser, effective as of the Closing, of each of the members of the boards of directors and boards of managers of the Company and Company Subsidiaries, in each case, that have been requested to resign by the Purchaser in writing to the Company at least seven (7) Business Days prior to the Closing Date; (iv) if requested by Purchaser with respect to any directors’ qualifying shares or other Equity Interests of any Company Subsidiary held by any Person other than the Company or a wholly owned Subsidiary of the Company, all necessary documentation to effect the transfer of such Equity Interests to the Person or Person(s) designated by Purchaser or duly executed option agreements to permit such transfer at a later date at the unilateral election of Purchaser, all in form and substance reasonably satisfactory to Purchaser; and (v) evidence that the Specified Affiliate Arrangements shall have been settled or terminated without any further liability or obligation to the Company or any Company Subsidiary. (b) the Seller shall deliver, or cause to be delivered, to the Purchaser a statement (the “Estimated Closing Statement”) underlying calculations setting forth the Seller’s estimate portion of the Purchase Price (“Estimated Purchase Price”) payable to each Company Shareholder in accordance with the terms of this Agreement and which shall reflect its estimate of (i) the aggregate amount of Indebtedness Company Governing Documents. As promptly as practicable following the Company’s delivery of the Adjustment Payment Spreadsheet, the parties hereto shall work together in good faith to finalize the Payment Spreadsheet in accordance with this Agreement. The allocation of the Purchase Price to the Company Shareholders pursuant to the Payment Spreadsheet shall, to the fullest extent permitted by applicable Law, be final and binding on all parties and shall be used by parties hereof for purposes of issuing the Purchase Price to the Company Shareholders pursuant to this Article II, absent manifest error. The Payment Spreadsheet shall be prepared solely by the Company, and the Company acknowledges that SPAC and its Affiliates are not responsible for, and shall have no liability with respect to, the Payment Spreadsheet or any allocations, errors or omissions therein. (d) On the Closing Date, immediately prior to the Company Merger Effective Time, the authorized share capital of Holdco shall be re-designated and re-classified as (iiA) Cash and Cash Equivalents as 300,000,000 shares of the Adjustment TimeHoldco Class A ordinary shares of a par value of US$0.0001 each (each, a “Holdco Class A Ordinary Share”), (iiiB) Transaction Expenses as 100,000,000 shares of the Adjustment Time Holdco Class B ordinary shares of a par value of US$0.0001 each (each, a “Estimated Transaction ExpensesHoldco Class B Ordinary Share”), and (ivC) Net Working Capital 100,000,000 shares of a par value of US$0.0001 each of such class or classes (however designated) as of the Adjustment Time, and including reasonably detailed calculations demonstrating each such component of the Estimated Purchase Price. The Estimated Closing Statement shall be prepared in good faith based upon the books and records of the Company and Company Subsidiaries Holdco Board may determine in accordance with the definitions as provided in this Agreement and Holdco Governing Documents (the Accounting Methodology. The Estimated Closing Statement “Re-designation”), such that the authorized share capital of the Holdco shall be binding on the parties hereto for purposes US$50,000 divided into 500,000,000 shares of this Section 3.2(b) and for purposes a par value of determining the Estimated Purchase Price in this Section 3.2(b), absent manifest errorUS$0.0001 each.

Pre-Closing Actions. At least two (2a) Business Days The Seller shall pay all rent and other amounts due and payable with respect to each of its Leases which are due and payable on or prior to the Closing Date,. (ab) the Company shall deliver to the Purchaser: (i) one or more customary payoff letters (the “Payoff Letters”) in respect of the Indebtedness Payoff Amount, which shall be in form and substance reasonably satisfactory to Purchaser and shall authorize and effect the release of all Encumbrances securing the Specified Funded Indebtedness upon payment of the Indebtedness Payoff Amount in full; and (ii) one or more Payoff Letters or invoices (with wiring instructions set forth therein) in respect of the Transaction Expenses, which shall be in form and substance reasonably satisfactory to the Purchaser; (iii) duly executed written resignations or removals, including termination of any related services agreements (which The Seller shall not require any release or waiver, but merely a statement of resignation), in form and substance reasonably satisfactory to the Purchaser, effective as of the Closing, of each of the members of the boards of directors and boards of managers of the Company and Company Subsidiaries, in each case, that have been requested to resign by the Purchaser in writing to the Company at least seven (7) Business Days prior to the Closing Date;, effect any sale, lease, or any other disposition or distribution of any of its assets or properties, now or hereafter owned by it, except transactions in the ordinary and regular course of business or as otherwise consented to by LTC. (ivc) if requested The Seller shall pay all accounts payable, other current liabilities and capitalized lease obligations that are due and payable on or prior to the Closing Date. (d) Prior to the Target Date, the Seller shall repay all its Indebtedness, including but not limited to, accrued but unpaid interest and promissory notes owed to the Shareholder by Purchaser the Seller; provided, however, that (i) all lease obligations under the operating leases set forth under Item (l) of Schedule 1.1 shall not be repaid but shall be assumed by LTC, (ii) a portion of the Seller's Indebtedness to Key Bank, N.A. (the "Bank") may be assigned to the Subsidiary at or prior to Closing and such portion shall be excluded from the Seller's current liabilities pursuant to the Working Capital calculation in Schedule 2.3, and (iii) the portion of the Seller's Indebtedness to the Bank not so assigned and any other Indebtedness not so repaid may be excluded from the Seller's current liabilities pursuant to the Working Capital calculation in Schedule 2.3 provided that it is repaid from the proceeds of the Purchase Price paid to the Seller pursuant to Section 2.2(b)(i). In addition, prior to the Target Date, the Seller shall pay all accrued but unpaid dividends, all annual or other bonuses, all legal or other professional fees which are not current, all incurred but unpaid income taxes and all trade payables which are not current; provided that certain trade payables which are not current, which are in dispute and as to which the Seller has advised LTC may remain unpaid. As used herein, the term "Indebtedness" with respect to any directors’ qualifying shares person means any obligation of such person for borrowed money, but in any event shall include (a) any obligation or liabilities incurred for all or any part of the purchase price of property or other Equity Interests assets or for the cost of any Company Subsidiary held by any Person property or other assets constructed or of improvements thereto, other than accounts payable included in current liabilities and incurred in respect of property purchased in the Company ordinary course of business, (whether or a wholly owned Subsidiary of not such person has assumed or become liable for the Company, all necessary documentation to effect the transfer payment of such Equity Interests obligation) (whether accrued, absolute, contingent, unliquidated or otherwise, known or unknown, whether due or to the Person or Person(s) designated by Purchaser or duly executed option agreements to permit such transfer at a later date at the unilateral election of Purchaserbecome due), all in form and substance reasonably satisfactory to Purchaser; and (v) evidence that the Specified Affiliate Arrangements shall have been settled or terminated without any further liability or obligation to the Company or any Company Subsidiary. (b) the face amount of all letters of credit issued for the account of such person and all drafts drawn thereunder, (c) obligations incurred for all or any part of the purchase price of property or other assets or for the cost of property or other assets constructed or of improvements thereto, other than accounts payable included in current liabilities and incurred in respect of property purchase in the ordinary course of business (whether or not such person has assumed or become liable for the payment of such obligation) secured by Liens, (d) capitalized lease obligations, and (e) any guarantees of such person, other than any personal guarantee of the Shareholder under the Leases or the operating leases set forth under Item (l) of Schedule 1.1. (e) The Seller shall delivernot amend or otherwise change its Articles of Incorporation, Bylaws or equivalent organizational documents. (f) The Seller shall not issue, sell, pledge, dispose of, encumber, or, authorize the issuance, sale, pledge, disposition, grant or encumbrance of any shares of its capital stock of any class, or cause any options, warrants, convertible securities or other rights of any kind to be deliveredacquire any shares of such capital stock, or any other ownership interest. (g) The Seller shall not declare, set aside, make or pay any dividend or other distribution, payable in cash, shares, property or otherwise, to the Purchaser a statement any Stockholder or any other person with respect to any of its capital stock. (the “Estimated Closing Statement”h) setting forth the Seller’s estimate The Seller shall not reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of the Purchase Price (“Estimated Purchase Price”) and which shall reflect its estimate of capital stock. (i) The Seller shall not (i) acquire (including, without limitation, for cash or shares of stock, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership or other business organization or division thereof or any assets, or make any investment either by purchase of shares or securities, contributions of capital or property transfer, or, except in the aggregate amount ordinary course of Indebtedness as business, consistent with past practice, purchase any property or assets of the Adjustment Timeany other person, (ii) Cash and Cash Equivalents incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse or otherwise as an accommodation become responsible for, the obligations of the Adjustment Timeany person, or make any loans or advances, or (iii) Transaction Expenses modify, terminate, or enter into any Contract other than as provided herein or in the ordinary course of business, consistent with past practice. (j) The Seller shall not take any action with respect to accounting policies or procedures other than in the ordinary course of business and in a manner consistent with past practices. (k) Except as provided herein, the Seller shall not pay, discharge or satisfy any existing claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of due and payable liabilities reflected or reserved against in its financial statements, as appropriate, or liabilities incurred after the date thereof in the ordinary course of business and consistent with past practice. (l) The Seller shall not acquire or agree to acquire any capital assets, excluding inventory. (m) Except as provided herein, the Seller shall not enter into any transaction with any Shareholder or affiliate thereof. (n) The Seller shall not agree, in writing or otherwise, to take or authorize any of the Adjustment Time (“Estimated Transaction Expenses”), and (iv) Net Working Capital as of the Adjustment Time, and including reasonably detailed calculations demonstrating each such component of the Estimated Purchase Price. The Estimated Closing Statement shall be prepared foregoing actions or any action which would make any representation or warranty in good faith based upon the books and records of the Company and Company Subsidiaries Article 3 untrue or incorrect in accordance with the definitions as provided in this Agreement and the Accounting Methodology. The Estimated Closing Statement shall be binding on the parties hereto for purposes of this Section 3.2(b) and for purposes of determining the Estimated Purchase Price in this Section 3.2(b), absent manifest errorany respect.

Pre-Closing Actions. At least two On the terms and subject to the conditions set forth in this Agreement, on or prior to the Closing Date: (2a) Seller and the Company shall convert the Company from a corporation organized under the laws of the State of Delaware to a limited liability company organized under the laws of the State of Delaware pursuant to Section 214 of the Delaware Limited Liability Company Act and Section 266 of the DGCL (the “Conversion”), and as a result of such Conversion all of the Company Shares will be converted into membership interests in the Company (the “Company Membership Interests”); (b) Purchaser shall advance funds to the Company in an amount sufficient to allow the Company to repay all outstanding amounts under and fully discharge the SS/L Credit Agreement and to pay all amounts due to be paid by the Company pursuant to this Agreement, and upon receipt of such funds, the Company shall repay all amounts outstanding under the SS/L Credit Agreement plus all accrued but unpaid interest thereon as of the Closing Date and shall cash collateralize or otherwise secure as provided herein all outstanding letters of credit, in accordance with the applicable provisions thereunder; (c) Following the Conversion and immediately prior to the Closing, the Company shall transfer, assign and convey the Transferred Land to Land LLC via a quitclaim deed in exchange for membership interests in Land LLC (the “Land Membership Interests”), and the Company shall lease the Transferred Land from Land LLC pursuant to a “triple net” lease agreement (the “Land Lease”) containing arm’s length market terms and which shall be substantially in the form of Exhibit B hereto (the “Land Distribution”); (d) Following the steps in Section 2.1(c) the Company shall distribute the Land Memberships Interests to the Seller as a dividend; (e) The Company shall pay to Seller the Excess Cash Dividend, as well as the sum of the Historical Intercompany Amount and the Intercompany Amount, by wire transfer of immediately available funds to an account designated by Seller as shall be set forth in a schedule delivered by Seller to Purchaser not less than three (3) Business Days prior to the Closing Date, (a) the Company shall deliver to the Purchaser: (i) one or more customary payoff letters (the “Payoff Letters”) in respect of the Indebtedness Payoff Amount, which shall be in form and substance reasonably satisfactory to Purchaser and shall authorize and effect the release of all Encumbrances securing the Specified Funded Indebtedness upon payment of the Indebtedness Payoff Amount in full; and (iif) one or more Payoff Letters or invoices (with wiring instructions set forth therein) in respect of the Transaction Expenses, which Seller shall be in form and substance reasonably satisfactory pay to the Purchaser; (iii) duly executed written resignations or removals, including termination of any related services agreements (which shall not require any release or waiver, but merely a statement of resignation), in form and substance reasonably satisfactory to the Purchaser, effective Company all Company Transaction Costs incurred as of the ClosingClosing Date, of each of the members of the boards of directors and boards of managers of the Company and Company Subsidiaries, in each case, that have been requested to resign by the Purchaser in writing if not calculable Seller shall pay them to the Company at least seven (7) Business Days prior to the Closing Date; (iv) if requested by Purchaser with respect to any directors’ qualifying shares or other Equity Interests of any Company Subsidiary held by any Person other than the Company or a wholly owned Subsidiary of the Company, all necessary documentation to effect the transfer of such Equity Interests to the Person or Person(s) designated by Purchaser or duly executed option agreements to permit such transfer at a later date at the unilateral election of Purchaser, all in form when finally determined and substance reasonably satisfactory to Purchaser; and (v) evidence that the Specified Affiliate Arrangements shall have been settled or terminated without any further liability or obligation to the Company or any Company Subsidiaryinvoiced. (b) the Seller shall deliver, or cause to be delivered, to the Purchaser a statement (the “Estimated Closing Statement”) setting forth the Seller’s estimate of the Purchase Price (“Estimated Purchase Price”) and which shall reflect its estimate of (i) the aggregate amount of Indebtedness as of the Adjustment Time, (ii) Cash and Cash Equivalents as of the Adjustment Time, (iii) Transaction Expenses as of the Adjustment Time (“Estimated Transaction Expenses”), and (iv) Net Working Capital as of the Adjustment Time, and including reasonably detailed calculations demonstrating each such component of the Estimated Purchase Price. The Estimated Closing Statement shall be prepared in good faith based upon the books and records of the Company and Company Subsidiaries in accordance with the definitions as provided in this Agreement and the Accounting Methodology. The Estimated Closing Statement shall be binding on the parties hereto for purposes of this Section 3.2(b) and for purposes of determining the Estimated Purchase Price in this Section 3.2(b), absent manifest error.

Pre-Closing Actions. At least two (2) Business Days On the terms and subject to the conditions set forth in this Agreement, on or prior to the Closing Date,: (a) Seller and the Company shall deliver convert the Company from a corporation organized under the laws of the State of Delaware into a limited liability company organized under the laws of the State of Delaware pursuant to Section 214 of the Purchaser: (i) one or more customary payoff letters Delaware Limited Liability Company Act and Section 266 of the DGCL (the “Payoff LettersConversion”) in respect ), and as a result of such Conversion all of the Indebtedness Payoff Amount, which shall Company Shares will be converted into membership interests in form and substance reasonably satisfactory to Purchaser and shall authorize and effect the release of all Encumbrances securing Company (the Specified Funded Indebtedness upon payment of the Indebtedness Payoff Amount in full; and (ii) one or more Payoff Letters or invoices (with wiring instructions set forth therein) in respect of the Transaction Expenses, which shall be in form and substance reasonably satisfactory to the Purchaser“Company Membership Interests”); (iiib) duly executed written resignations the Company shall repay all amounts outstanding under the SS/L Credit Agreement plus all accrued but unpaid interest thereon as of the Closing Date and shall cash collateralize or removals, including termination otherwise secure as provided herein all outstanding letters of any related services agreements (which shall not require any release or waiver, but merely a statement of resignation)credit, in form and substance reasonably satisfactory accordance with the applicable provisions thereunder; provided that, upon written notice delivered to the Purchaser, effective as Purchaser at least one (1) Business Day in advance of the Closing, of each of the members of the boards of directors and boards of managers of the Company and Company Subsidiaries, in each case, that have been requested to resign by the Purchaser in writing shall first advance funds to the Company in an amount sufficient to allow the Company to repay any amounts required to be paid pursuant to this Section 2.1(b) and to pay all amounts due to be paid by the Company pursuant to this Agreement to Persons other than Seller and its Affiliates; (c) Following the Conversion and immediately prior to the Closing, the Company shall transfer, assign and convey the Transferred Land to Land LLC via a quitclaim deed in exchange for membership interests in Land LLC (the “Land Membership Interests”), and the Company shall lease the Transferred Land from Land LLC pursuant to a “triple net” lease agreement (the “Land Lease”) containing arm’s length market terms and which shall be substantially in the form of Exhibit B hereto (the “Land Distribution”); (d) The Company shall pay the Historical Intercompany Amount and the Intercompany Amount by delivering to Seller a promissory note (the “Intercompany Note”), in substantially the form of Exhibit E hereto, in a principal amount equal to (i) the Historical Intercompany Amount plus (ii) the Intercompany Amount, which principal amount shall be set forth in a schedule delivered by Seller to Purchaser at least seven one (71) Business Days Day prior to the Closing Date; (iv) if requested by Purchaser with respect to any directors’ qualifying shares or other Equity Interests of any Company Subsidiary held by any Person other than the Company or a wholly owned Subsidiary of the Company, all necessary documentation to effect the transfer of such Equity Interests to the Person or Person(s) designated by Purchaser or duly executed option agreements to permit such transfer at a later date at the unilateral election of Purchaser, all in form and substance reasonably satisfactory to Purchaser; and (ve) evidence that Following the Specified Affiliate Arrangements steps set forth in Sections 2.1(c) and 2.1(d), the Company shall have been settled or terminated without any further liability or obligation distribute to the Company or any Company Subsidiary. (b) the Seller shall deliver, or cause to be delivered, to the Purchaser as a statement (the “Estimated Closing Statement”) setting forth the Seller’s estimate of the Purchase Price (“Estimated Purchase Price”) and which shall reflect its estimate of dividend (i) the aggregate amount of Indebtedness as of the Adjustment Time, Land Membership Interests and (ii) a promissory note (the “Excess Cash and Cash Equivalents as of the Adjustment Time, (iii) Transaction Expenses as of the Adjustment Time (“Estimated Transaction ExpensesDividend Note”), and (iv) Net Working Capital as in substantially the form of Exhibit F hereto, in a principal amount equal to the Adjustment TimeExcess Cash Dividend Amount, and including reasonably detailed calculations demonstrating each such component of the Estimated Purchase Price. The Estimated Closing Statement which principal amount shall be prepared set forth in good faith based upon a schedule delivered by Seller to Purchaser at least one (1) Business Day prior to the books and records of the Company and Company Subsidiaries in accordance with the definitions as provided in this Agreement and the Accounting Methodology. The Estimated Closing Statement shall be binding on the parties hereto for purposes of this Section 3.2(b) and for purposes of determining the Estimated Purchase Price in this Section 3.2(b), absent manifest errorDate.”