Common use of SES’s Deliveries at the Closing Clause in Contracts

SES’s Deliveries at the Closing. At the Closing, SES shall deliver or cause to be delivered to the GE Entities the following: (a) stock certificates in denominations designated by the GE Entities in writing not less than three (3) Business Days prior to the Closing Date, together with stock powers executed in blank or other duly executed instruments of transfer, representing all of the issued and outstanding capital stock of Splitco; (b) stock certificates, together with stock powers or other duly executed instruments of transfer, evidencing the transfer of all of the Equity Interests (other than the Excluded Satlynx Shares) to Splitco; (c) evidence reasonably satisfactory to the GE Entities of the possession by Splitco of the Cash Amount which is held in a reputable international financial institution (which has been reasonably approved by the GE Entities) in freely available Euros; (d) the stock books, stock ledgers and minute books of Splitco and comparable documentation with respect to Satlynx; (e) certified copies of resolutions, duly adopted by the board of directors (or a committee duly appointed thereby with full authority to act on behalf of SES with respect to such matter) of SES, Splitco and the Affiliates of SES who are to be parties to the Ancillary Agreements, respectively, which shall be in full force and effect at the time of the Closing authorizing the execution, delivery and performance by SES, Splitco and such SES Affiliates, respectively, of this Agreement and the applicable Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby; (f) a certificate of the Chief Financial Officer or Treasurer of SES pursuant to Sections 8.2(a) and 8.2(b) hereof; (g) each of the Ancillary Agreements, executed by SES and/or its respective Affiliates, as the case may be; (h) letters of resignation, dated as of the Closing Date, from each of the directors and officers of Splitco resigning from any position held by such individual with Splitco and terminating any authorization such individual may have in respect of bank accounts, fiduciary accounts, lock-boxes, safe deposit boxes or other similar accounts of Splitco; (i) a general release and discharge from SES, on behalf of itself and its Affiliates, in form and substance reasonably satisfactory to the GE Entities, releasing and discharging Splitco and the Transferred Entities from any and all Liabilities in connection with or arising out of any act or omission of Splitco or the Transferred Entities or any of their respective officers, directors, employees or agents, in such capacity, at or prior to the Closing, except (i) with respect to any Intercompany Arrangement that is set forth on Schedule 2.3(i) hereto and (ii) to the extent such Liabilities are expressly contemplated to be retained or assumed by Splitco pursuant to this Agreement or any of the Ancillary Agreements or arise out of this Agreement or any of the Ancillary Agreements; (j) copies of letters of resignation, dated as of the Closing Date, from any nominee of SES or its Affiliates to the board of directors of Satlynx, Bowenvale, Star One, ORBCOMM and any of their Subsidiaries; (k) an instrument in form and substance reasonably satisfactory to the GE Entities terminating the Intercompany Arrangements other than those set forth on Schedule 2.3 (i) hereto; (l) all documents required pursuant to the Tax Matters Agreement; (m) a document reasonably satisfactory to the GE Entities evidencing the assignment of the AMC-23 FCC license to Splitco; (n) either the Forward Contract or the Call Option Contract, as the case may be, under Section E.1(h) of the Reorganization Plan; and (o) such other documents as are reasonably required by either of the GE Entities to be delivered to effectuate the transactions contemplated hereby.