Purchase and Sale of Put Interest. (i) Following the exercise of the Put, C9 Wireless or Royal Street shall transfer to GWI its entire LLC Interest or the membership interest in the Holding Subsidiary, as the case may be (the “Put Interest”), and GWI shall purchase the Put Interest for the applicable purchase price determined in accordance with this Section 5.4. The closing of the purchase and sale of the Put Interest shall take place on the later of the date that is (x) ten (10) days after a Final Order approving the transfer of the Put Interest from C9 Wireless or Royal Street to GWI, (y) unless the Parties shall have otherwise expressly elected to permit an earlier closing date, or (z) solely in the event that such closing otherwise would occur prior to the *** *** and would result in Royal Street being required to make an Unjust Enrichment Payment, the earliest date on which Royal Street would not be required to make any Unjust Enrichment Payment as a result of the transfer of the Put Interest from C9 Wireless or Royal Street, as the case may be, to GWI; provided that if the date described in clause (x) occurs prior to the date described in clause (z), GWI may, at its sole option, elect to close on the later of the date described in clause (x) or the date described in clause (z) (unless the Parties shall have expressly elected to permit the closing to occur prior to the ***, in which event GWI may elect to close on the date described in clause (x)). The date of the closing of the purchase and sale of the Put Interest shall be hereinafter referred to as the “Put Closing Date.” At the Put Closing Date, C9 Wireless or Royal Street, as the case may be, shall deliver to GWI customary written instruments of transfer and assignment of the Put Interest being sold in form reasonably satisfactory to GWI. Any Put Interest so transferred and assigned to GWI shall be transferred and assigned free and clear of all Liens, other than those created hereunder or by GWI, and with customary terms, conditions, representations and warranties pertaining to the Licenses and title to the Licenses. Upon the delivery of such instruments of transfer and assignment, GWI shall pay on the Put Closing Date the applicable purchase price to C9 Wireless or Royal Street, as the case may be, in immediately available funds. Notwithstanding anything herein to the contrary, including without limitation any provision dealing with distributions set forth in Article 10 or Article 13, in the event such funds are paid to Royal Str...
