Common use of Transactions to be Effected at Closing Clause in Contracts

Transactions to be Effected at Closing. At Closing, the following transactions shall be effected by the parties hereto: (a) Buyers shall: (i) pay to Sellers, by wire transfer of immediately available funds to a bank account or accounts designated by Sellers’ Representative in the Pre-Closing Statement, an amount equal to the Estimated Purchase Price minus the sum of the Escrow Amount and the Withholding Tax Amount (the Indian Withholding Tax Amount portion of such Withholding Tax Amount to be deposited with the Indian Governmental Authorities responsible for taxation as contemplated by Section 11.7(j) and the Brazilian Withholding Tax portion of such Withholding Tax Amount to paid to the Brazilian Governmental Authorities responsible for taxation as contemplated by Section 11.7(k)) it being understood that the amount Buyers pay at Closing in respect of the Tredegar India Interests (less the Indian Withholding Tax Amount) shall be paid by wire transfer to a bank account of Far East; (ii) pay to Sellers, in the same wire transfer of immediately available funds contemplated by Section 3.2(a)(i), the amount comprising the sum of the Closing Transaction Expenses and the Closing Indebtedness to be repaid at Closing as set forth on the Pre‑Closing Statement for further remittance by or on behalf of Sellers in accordance with Sections 3.2(b)(i) and 3.2(b)(ii), respectively; (iii) pay to the Escrow Agent, for deposit into the Escrow Account, the Escrow Amount as described in Section 2.2(c); and (iv) deliver, or cause to be delivered, to Sellers’ Representative each of the documents, certificates and items required to be delivered by Buyers’ Parent pursuant to Article IX. (b) Sellers shall: (i) pay, or cause to be paid, on behalf of the Target Companies, the Closing Transaction Expenses as set forth on the Pre-Closing Statement from the amount received by Sellers pursuant to Section 3.2(a)(ii) by wire transfer of immediately available funds; (ii) pay, or cause to be paid, on behalf of the Target Companies or Target Subsidiaries (as applicable), as directed, all Closing Indebtedness to be repaid at Closing as set forth on the Pre-Closing Statement from the amount received by Sellers pursuant to Section 3.2(a)(ii) by wire transfer of immediately available funds as specified in each Payoff Letter; and (iii) deliver or cause to be delivered to Buyers’ Parent each of the documents, certificates and items required to be delivered by Sellers pursuant to Article VIII.

Transactions to be Effected at Closing. At the Closing, the following transactions shall be effected by the parties heretoparties: (a) Buyers shall: Each Holder shall (i) transfer all of such Holder’s Purchased Notes to CEOC or CEC, as applicable, or the designated intermediary of CEOC or CEC, as applicable; (ii) if requested by CEOC, CEC and/or the applicable trustees for the Notes, deliver to CEOC, CEC and/or the applicable trustees for the Notes an assignment form (or other similar documentation) required to effect the transfer and assignment of the Purchased Notes to CEOC or CEC, as applicable; and (iii) deliver all documentation reasonably necessary to give effect to the Proposed Consent, including, without limitation, directing its intermediary and the Depository Trust Company (the “DTC”) to execute such directions and consent required to give effect to the Proposed Consents. Neither CEOC nor CEC shall be obligated to purchase Purchased Notes from any Holder with respect to whose Subject Notes a Consent has not been validly delivered to the Trustee and not withdrawn. (b) (i) CEC shall pay to Sellersthe Holders, by wire transfer of immediately available funds to a the bank account or accounts designated in writing by Sellers’ Representative in the Pre-Closing Statement, an amount equal Holders at least one calendar day prior to the Estimated Purchase Price minus the sum of the Escrow Amount and the Withholding Tax Amount (the Indian Withholding Tax Amount portion of such Withholding Tax Amount to be deposited with the Indian Governmental Authorities responsible for taxation as contemplated by Section 11.7(j) and the Brazilian Withholding Tax portion of such Withholding Tax Amount to paid to the Brazilian Governmental Authorities responsible for taxation as contemplated by Section 11.7(k)) it being understood that the amount Buyers pay at Closing Date, $77.7 million in respect of the Tredegar India Interests (less the Indian Withholding Tax Amount) shall be paid by wire transfer to a bank account of Far East; cash, (ii) pay to Sellers, in the same wire transfer of immediately available funds contemplated by Section 3.2(a)(i), the amount comprising the sum of the Closing Transaction Expenses and the Closing Indebtedness to be repaid at Closing as set forth on the Pre‑Closing Statement for further remittance by or on behalf of Sellers in accordance with Sections 3.2(b)(i) and 3.2(b)(ii), respectively; (iii) CEOC shall pay to the Escrow AgentHolders, for deposit into the Escrow Account, the Escrow Amount as described in Section 2.2(c); and (iv) deliver, or cause to be delivered, to Sellers’ Representative each of the documents, certificates and items required to be delivered by Buyers’ Parent pursuant to Article IX. (b) Sellers shall: (i) pay, or cause to be paid, on behalf of the Target Companies, the Closing Transaction Expenses as set forth on the Pre-Closing Statement from the amount received by Sellers pursuant to Section 3.2(a)(ii) by wire transfer of immediately available funds; (ii) pay, or cause to be paid, on behalf of the Target Companies or Target Subsidiaries (as applicable), as directed, all Closing Indebtedness to be repaid at Closing as set forth on the Pre-Closing Statement from the amount received by Sellers pursuant to Section 3.2(a)(ii) by wire transfer of immediately available funds as specified to the bank account designated in each Payoff Letter; andwriting by the Holders at least one calendar day prior to the Closing Date, $77.7 million in cash, plus accrued and unpaid interest to but not including the Closing Date on the aggregate principal amount of the Subject Notes. All payments to be made to the Holders shall be made to a paying agent identified by the Holders prior to the Closing Date. In no event will CEOC be required to pay more than the amount contemplated by clause (ii) above. (iiic) CEOC will execute and deliver or cause to be delivered the applicable trustees for the Notes a supplemental indenture with respect to Buyers’ Parent each indenture governing the 2016 Notes and the 2017 Notes (collectively the “Supplemental Indentures”) which will amend the terms of the documents, certificates Amended CEOC Notes and items required give effect to the Proposed Consents. (d) The Holders will allocate the Amended CEOC Notes among themselves in accordance with Schedule B for no additional consideration. (e) CEC shall immediately transfer to CEOC for cancellation and CEOC agrees to direct the relevant trustee to cancel the Purchased Notes and Affiliate Notes upon receipt thereof on the Closing. CEC shall not be delivered by Sellers pursuant entitled to Article VIIIany consideration from CEOC in respect of the Purchased Notes and Affiliate Notes transferred to CEOC other than the various covenants and agreements set forth herein. CEOC agrees to direct the relevant trustee to cancel such Purchased Notes and Affiliate Notes upon the Closing.

Transactions to be Effected at Closing. At the Closing, the following transactions shall be effected by the parties heretoparties: (a) Buyers shallThe Representative or the Company shall deliver to the Buyer: (i) pay to Sellers(A) a certificate, executed by wire the Representative, setting forth a true, correct and complete list of the name of each holder of Interests and the number of Interests held by such Person immediately before the Closing; and (B) an assignment or other acceptable instrument of transfer of immediately available funds the Purchased Interests owned by the applicable Seller, duly executed by such Seller with all such other documents as may be reasonably requested to a bank account or accounts designated by Sellers’ Representative vest in the Pre-Closing Statement, an amount equal Buyer good and marketable title to the Estimated Purchase Price minus Purchased Interests being sold by such Seller free and clear of all Liens. The Company shall record the sum transfer of the Escrow Amount and the Withholding Tax Amount (the Indian Withholding Tax Amount portion of such Withholding Tax Amount to be deposited with the Indian Governmental Authorities responsible for taxation as contemplated by Purchased Interests described in this Section 11.7(j3.2(a)(i) and the Brazilian Withholding Tax portion of such Withholding Tax Amount to paid to the Brazilian Governmental Authorities responsible for taxation as contemplated by Section 11.7(k)) it being understood that the amount Buyers pay at Closing in respect of the Tredegar India Interests (less the Indian Withholding Tax Amount) shall be paid by wire on its transfer to a bank account of Far Eastbooks; (ii) pay to Sellers, the Registration Rights Agreement executed by each Seller (other than MTS Holding Corp.) and Sosnoff in connection with the same wire transfer shares of immediately available funds contemplated by Section 3.2(a)(i), the amount comprising the sum of the Closing Transaction Expenses and the Closing Indebtedness Buyer Common Stock (if any) to be repaid at Closing as set forth on issued pursuant to the Pre‑Closing Statement for further remittance by or on behalf of Sellers in accordance with Sections 3.2(b)(i) and 3.2(b)(ii), respectivelyContingent Payment; (iii) pay to the Escrow Agent, for deposit into the Escrow Account, the Escrow Amount as described in Section 2.2(c); andSecond Amended and Restated Operating Agreement executed by each Seller (other than MTS Holding Corp.) and Sosnoff; (iv) deliver, or cause to be delivered, to Sellers’ Representative each of the documents, certificates and items required to be delivered by Buyers’ Parent the Sellers pursuant to Article IXX; and (v) other documents reasonably requested by the Buyer. (b) Sellers The Buyer shall: (i) paypay to the Representative for distribution to each Seller, or cause to be paid, on behalf of the Target Companies, the Closing Transaction Expenses as set forth on the Pre-Closing Statement from the amount received by Sellers pursuant to Section 3.2(a)(ii) by wire transfer of immediately available funds; (ii) pay, or cause to be paid, on behalf of the Target Companies or Target Subsidiaries (as applicable), as directed, all Closing Indebtedness to be repaid at Closing as set forth on the Pre-Closing Statement from the amount received by Sellers pursuant to Section 3.2(a)(ii) by wire transfer of immediately available funds as specified to the Designated Accounts an amount equal to the Purchase Price payable at Closing; (ii) deliver the Registration Rights Agreement executed by the Buyer to each Seller (other than MTS Holding Corp.) and Sosnoff in each Payoff Letter; andconnection with the shares of Buyer Common Stock (if any) to be issued pursuant to the Contingent Payment; (iii) deliver or cause to be delivered to Buyers’ Parent the Second Amended and Restated Operating Agreement executed by the Buyer; and (iv) deliver each of the documents, certificates and items required to be delivered by Sellers the Buyer pursuant to Article VIIIXI.

Transactions to be Effected at Closing. At the Closing, the following transactions shall be effected by the parties hereto: (a) Buyers shall: (i) pay to Sellers, by wire transfer of immediately available funds to a bank account or accounts designated by Sellers’ Representative in the Pre-Closing Statement, an amount equal to the Estimated Purchase Price minus the sum of the Escrow Amount and the Withholding Tax Amount (the Indian Withholding Tax Amount portion of such Withholding Tax Amount to be deposited with the Indian Governmental Authorities responsible for taxation as contemplated by Section 11.7(j) and the Brazilian Withholding Tax portion of such Withholding Tax Amount to paid to the Brazilian Governmental Authorities responsible for taxation as contemplated by Section 11.7(k)) it being understood that the amount Buyers pay at Closing in respect of the Tredegar India Interests (less the Indian Withholding Tax Amount) Seller shall be paid by wire transfer to a bank account of Far East; (ii) pay to Sellers, in the same wire transfer of immediately available funds contemplated by Section 3.2(a)(i), the amount comprising the sum of the Closing Transaction Expenses and the Closing Indebtedness to be repaid at Closing as set forth on the Pre‑Closing Statement for further remittance by or on behalf of Sellers in accordance with Sections 3.2(b)(i) and 3.2(b)(ii), respectively; (iii) pay to the Escrow Agent, for deposit into the Escrow Account, the Escrow Amount as described in Section 2.2(c); and (iv) deliver, or cause to be delivered, to Sellers’ Representative each Buyer a duly executed Xxxx of Sale substantially in the documents, certificates and items required to be delivered by Buyers’ Parent pursuant to Article IX.form attached hereto as Exhibit A; (b) Sellers shall: (i) paySeller shall deliver, or cause to be paiddelivered, on behalf to Buyer a duly executed certificate from an authorized officer of Seller certifying as to the Target Companies, the Closing Transaction Expenses as matters set forth on the Pre-Closing Statement from the amount received by Sellers pursuant to in Section 3.2(a)(ii) by wire transfer of immediately available funds6.2(c); (iic) payBuyer shall deliver, or cause to be paiddelivered, to Seller a duly executed certificate from an authorized officer of the Buyer certifying as to the matters set forth in Section 6.3(c); (d) Seller shall deliver, or cause to be delivered, to Buyer an executed certificate of the secretary or an assistant secretary (or equivalent duly authorized officer or other representative) of Seller certifying (i) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, and (ii) as to the incumbency of each person executing this Agreement and any other document delivered in connection herewith on behalf of Seller and that the Target Companies or Target Subsidiaries signature of each such person on this Agreement and such other document is such person’s genuine signature; (as applicable), as directed, all Closing Indebtedness e) Buyer shall pay the Purchase Price to be repaid at Closing as set forth on the Pre-Closing Statement from the amount received by Sellers pursuant to Section 3.2(a)(ii) Seller by wire transfer of immediately available funds as specified to an account or accounts designated in each Payoff Letterwriting by Seller to Buyer in the form of Valid Account Details, such designation to occur at least five (5) Business Days prior to the Closing Date; (f) Seller shall submit to the FDA (in the form of a submission to the Subject NDA) and deliver to Buyer a letter addressed to Buyer, substantially in the form set forth on Exhibit B hereto and duly executed by Seller, acknowledging the transfer of the Priority Review Voucher from Seller to Buyer, in accordance with applicable Legal Requirements; and (iiig) Buyer shall submit to the FDA (in the form of a submission to the Subject NDA) and deliver or cause to be delivered Seller a letter addressed to Buyers’ Parent each Seller, substantially in the form set forth on Exhibit C hereto and duly executed by Buyer, acknowledging the transfer of the documentsPriority Review Voucher from Seller to Buyer, certificates and items required to be delivered by Sellers pursuant to Article VIIIin accordance with applicable Legal Requirements.

Transactions to be Effected at Closing. At the Closing, the following transactions shall be effected by the parties hereto:, (a) Buyers shall: (i) pay to Sellers, by wire transfer of immediately available funds to a bank account or accounts designated by Sellers’ Representative in the Pre-Closing Statement, an amount equal to the Estimated Purchase Price minus the sum of the Escrow Amount and the Withholding Tax Amount (the Indian Withholding Tax Amount portion of such Withholding Tax Amount to be deposited with the Indian Governmental Authorities responsible for taxation as contemplated by Section 11.7(j) and the Brazilian Withholding Tax portion of such Withholding Tax Amount to paid to the Brazilian Governmental Authorities responsible for taxation as contemplated by Section 11.7(k)) it being understood that the amount Buyers pay at Closing in respect of the Tredegar India Interests (less the Indian Withholding Tax Amount) Seller shall be paid by wire transfer to a bank account of Far East; (ii) pay to Sellers, in the same wire transfer of immediately available funds contemplated by Section 3.2(a)(i), the amount comprising the sum of the Closing Transaction Expenses and the Closing Indebtedness to be repaid at Closing as set forth on the Pre‑Closing Statement for further remittance by or on behalf of Sellers in accordance with Sections 3.2(b)(i) and 3.2(b)(ii), respectively; (iii) pay to the Escrow Agent, for deposit into the Escrow Account, the Escrow Amount as described in Section 2.2(c); and (iv) deliver, or cause to be delivered, to Sellers’ Representative each Buyer an executed Bill of Sale substantially in the documents, certificates and items required to be delivered by Buyers’ Parent pursuant to Article IX.form attached hereto as Exhibit A; (b) Sellers shall: (i) paySeller shall deliver, or cause to be paiddelivered, on behalf to Buyer an executed certificate from a duly authorized officer of the Target Companies, Seller certifying as to the Closing Transaction Expenses as matters set forth on the Pre-Closing Statement from the amount received by Sellers pursuant to in Section 3.2(a)(ii) by wire transfer of immediately available funds6.02(c); (iic) payBuyer shall deliver, or cause to be paiddelivered, to Seller an executed certificate from a duly authorized officer of the Buyer certifying as to the matters set forth in Section 6.03(c); (d) Seller shall deliver, or cause to be delivered, to Buyer an executed certificate of the secretary or an assistant secretary (or equivalent duly authorized officer or other representative) of Seller certifying (i) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, and (ii) as to the incumbency of each person executing this Agreement and any other document delivered in connection herewith on behalf of Seller and that the Target Companies signature of each such person on this Agreement and such other document is such person’s genuine signature; (e) Buyer shall pay or Target Subsidiaries cause the payment of (as applicable)including, as directedat Xxxxx’s election and sole cost and expense, all Closing Indebtedness via a third party paying or escrow arrangement on terms mutually agreed by Xxxxx and Seller) the Purchase Price to be repaid at Closing as set forth on the Pre-Closing Statement from the amount received by Sellers pursuant to Section 3.2(a)(ii) Seller by wire transfer of immediately available funds as specified to an account or accounts designated in each Payoff Letterwriting by Seller to Buyer in the form of Valid Account Details, such designation to occur at least five (5) Business Days prior to the Closing Date; (f) Seller shall deliver to Buyer a letter addressed to Buyer, substantially in the form set forth on Exhibit B hereto and duly executed by Seller, acknowledging the transfer of the Priority Review Voucher from Seller to Buyer, in accordance with this Agreement; (g) Xxxxx shall deliver to Seller a letter addressed to Seller, substantially in the form set forth on Exhibit C hereto and duly executed by Xxxxx, acknowledging the transfer of the Priority Review Voucher from Seller to Buyer, in accordance with this Agreement; and (iiih) Seller shall deliver or cause to be delivered Buyer a properly completed, validly executed, true and correct Internal Revenue Service Form W-9 certifying that Seller is not subject to Buyers’ Parent each of the documents, certificates and items required to be delivered by Sellers pursuant to Article VIIIbackup withholding for United States federal income tax purposes.

Transactions to be Effected at Closing. At the Closing, the following transactions shall be effected by the parties heretoparties: (a) Buyers shall:the Purchaser shall pay, or cause to be paid, to the Seller or the Seller’s designee(s) by wire transfer of immediately available funds to one or more bank accounts designated in writing by the Seller (such designation to be made at least three Business Days prior to the Closing Date), the Closing Cash Consideration; (b) the Purchaser shall issue or transfer, or cause to be issued or transferred, to the Seller or one or more Permitted Transferees pursuant to Section 2.3 (Shares; Consideration) the number of Purchaser Shares payable as the Closing Stock Consideration pursuant to the terms hereof, which may be represented by one or more certificates or may be uncertificated, at the Purchaser’s election; (c) the Purchaser shall cause to be paid, (i) pay to Sellersthe UK Company in satisfaction of the intercompany indebtedness owing from the US Company and/or its Subsidiaries, on the one hand, to the UK Company and/or its Subsidiaries, on the other hand (the “XXXXX Intercompany Debt”), the aggregate principal amount of such debt together with all accrued and unpaid interest thereon (such amount, the “XXXXX Intercompany Debt Repayment”), and the UK Company shall apply the XXXXX Intercompany Debt Repayment upon receipt to the repayment of the Senior Credit Agreement and Mezzanine Credit Agreement, as instructed by the Purchaser, (ii) to the account of the applicable administrative agent under each of the Senior Credit Agreement and Mezzanine Credit Agreement, the applicable Payoff Amount specified in the applicable Payoff Letter (which repayment shall be made to the applicable account specified in the certificate described in Section 2.6 (Pre-Closing Statement)) (but which amount paid by the Purchaser pursuant to this clause (ii) shall be reduced by the amount of the XXXXX Intercompany Debt Repayment), and (iii) to the applicable account specified in the certificate described in Section 2.6 (Pre-Closing Statement), without duplication, any other Closing Repayment Indebtedness, in each case, on behalf of the relevant members of the Group (provided that in no event shall the amount of Closing Repayment Indebtedness be such that it would result in the Closing Cash Consideration being a negative number); (d) the Seller Representative shall cause the obligors under the PIK Notes to (i) deliver on the Closing Date notices of redemption in respect of all such outstanding notes, in accordance with the terms thereof, for a redemption date as soon as is possible pursuant to the terms of such notes and (ii) discharge the PIK Notes by paying to the holders of the PIK Notes the applicable Satisfaction and Discharge Amounts. The Seller Representative shall deliver to the Purchaser evidence reasonably satisfactory to the Purchaser of the making of such payments; (e) the Seller Representative shall repay, or cause to be repaid, any outstanding loan, advance or investment by any member of the Group to or in the Parent or any Affiliate thereof (other than any member of the Group); (f) the Purchaser shall pay, or cause to be paid, to the Escrow Agent, (i) for deposit in the Adjustment Escrow Account, the Adjustment Escrow Amount and (ii) for deposit in the Indemnity Escrow Account, the Indemnity Escrow Amount; (g) the Purchaser shall deposit, or cause to be deposited, by wire transfer of immediately available funds to a bank account or accounts designated in writing by Sellers’ the Seller Representative in the Pre-Closing Statement, an amount equal (such designation to be made at least two Business Days prior to the Estimated Purchase Price minus Closing Date), the sum Representative Holdback Amount with the Seller Representative. The Representative Holdback Amount will be used to pay costs, fees and expenses incurred by or for the benefit of the Escrow Amount Seller on or after the Closing Date and the Withholding Tax Amount (the Indian Withholding Tax Amount portion of such Withholding Tax Amount to be deposited with the Indian Governmental Authorities responsible for taxation as contemplated by Section 11.7(j) and the Brazilian Withholding Tax portion of such Withholding Tax Amount to paid to the Brazilian Governmental Authorities responsible for taxation as contemplated by Section 11.7(k)) it being understood that the amount Buyers pay at Closing in respect of the Tredegar India Interests (less the Indian Withholding Tax Amount) shall be paid by wire transfer to a bank account or distributed at the direction of Far Eastthe Seller Representative in accordance with Section 12.13 (Seller Representative); (iih) pay the Purchaser shall pay, or cause to Sellers, in the same wire transfer of immediately available funds contemplated by Section 3.2(a)(i)be paid, the amount comprising the sum of the Closing Transaction Estimated Acquisition Expenses and the Closing Indebtedness to be repaid at Closing as set forth on the Pre‑Closing Statement for further remittance by or on behalf of Sellers in accordance with Sections 3.2(b)(i) and 3.2(b)(ii)the members of the Group, respectivelyto the extent not previously paid; (iiii) pay to the Escrow Agent, for deposit into the Escrow Account, the Escrow Amount as described in Section 2.2(c); and (iv) Seller shall deliver, or cause to be delivered, to Sellers’ Representative each of the documentsPurchaser certificates representing the US Shares held by Seller, certificates and items required 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; (j) the Seller shall deliver, or cause to be delivered by Buyers’ Parent pursuant delivered, to Article IX. (b) Sellers shallthe UK Purchaser: (i) pay, or cause to be paid, on behalf duly executed transfers in favor of the Target Companies, UK Purchaser in respect of the Closing Transaction Expenses as set forth on the Pre-Closing Statement from the amount received by Sellers pursuant to Section 3.2(a)(ii) by wire transfer of immediately available fundsUK Shares; (ii) pay, or cause to be paid, share certificate(s) in respect of the UK Shares in the name of the Seller and any powers of attorney under which any such transfer is executed on behalf of the Target Companies or Target Subsidiaries (as applicable), as directed, all Closing Indebtedness to be repaid at Closing as set forth on the Pre-Closing Statement from the amount received by Sellers pursuant to Section 3.2(a)(ii) by wire transfer of immediately available funds as specified in each Payoff LetterSeller; and (iii) deliver a duly executed power of attorney granted by the Seller in favor of the UK Purchaser (or its nominee) in respect of the voting rights in the UK Shares held by the Seller; (k) the Seller and any Permitted Transferees to be issued Purchaser Shares pursuant to Section 2.7(b) shall deliver, or cause to be delivered delivered, to Buyers’ Parent the Purchaser a duly executed copy of the Registration Rights Agreement and, with respect to each such Permitted Transferee, an Investor Representation Letter duly executed by such Permitted Transferee; (l) the Seller shall deliver, or cause to be delivered, to the Purchaser each of the documents, certificates and items required to be delivered by Sellers Seller pursuant to Article VIII; (m) the Companies shall deliver to the Purchaser: (i) the common seal (if any) and statutory books (including registers and minute books) of each member of the Group; (ii) duly executed Payoff Letters with respect to the Mezzanine Credit Agreement and Senior Credit Agreement and any other Indebtedness incurred by any of the Companies pursuant to Section 6.1(b)(x) (Indebtedness), in each case, in accordance with Section 7.9 (Financing Cooperation; Payoff Letters; Release of Liens); (iii) each of the certificates required to be delivered by the Companies pursuant to Section 8.2; and (iv) a duly executed certificate from each Company, dated as of the Closing Date, to the effect that such Company is not, and has not been, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, which certificate shall be in compliance with the requirements set forth in Treasury Regulations Section 1.1445-2(c)(3)(i), along with the notifications required under Treasury Regulations Sections 1.897-2(h)(2). (n) the Purchaser shall deliver, or cause to be delivered, to the Seller: (i) a duly executed copy of the Escrow Agreement; (ii) a duly executed copy of the Registration Rights Agreement; and (iii) each of the certificates required to be delivered by the Purchaser pursuant to Section 8.3; and (o) the Seller Representative shall deliver, or cause to be delivered, to the Purchaser a duly executed copy of the Escrow Agreement. (p) At the Closing, the Purchaser may subscribe for shares of the Companies in exchange for equity funding, which funding may be used by the Companies to make any payments required to be made by members of the Group pursuant to this Section 2.7.

Transactions to be Effected at Closing. At the Closing, the following transactions shall be effected by the parties heretoparties: (a) Buyers The Seller or the Company, as applicable, shall deliver to the Buyer: (i) stock certificates representing all of the outstanding Shares, in each case duly endorsed for transfer or accompanied by duly executed stock powers; (ii) (A) pay-off letters in customary form to the Buyer executed by all Pay-Off Lenders (the “Pay-Off Letters”); (B) documentation setting forth an itemized list of all, and amounts of all, Transaction Expenses, including the identity of each payee, dollar amounts owed, wire instructions and any other information necessary to effect the final payment in full thereof, together with copies of final invoices or other evidence of each such payee acknowledging the invoiced amounts as full and final payment for all services rendered to the Company with respect to the amounts set forth therein; (C) full and complete releases of record of all Liens securing any Funded Indebtedness and Transaction Expenses, subject only to the payment of such Funded Indebtedness or Transaction Expenses at the Closing in accordance with the Flow of Funds Memorandum; and (D) evidence that all other Liens not relating to Funded Indebtedness or Transaction Expenses (other than Permitted Liens) on any of the assets of the Company or the Business have been released; (iii) the original stock records of the Company, books of account, minute books, minutes and other records of all meetings of the Company, and the seal of the Company; (iv) all consents, qualifications, approvals, waivers or exemptions set forth on Schedule 3.2(a)(iv) hereto, in a form and substance reasonably satisfactory to the Buyer, duly executed by the parties to such consents; (v) duly executed resignation letters from each director or officer of the Company set forth on Schedule 3.2(a)(v) hereto; (vi) properly completed IRS Form W-9s executed by each of the Company and the Seller dated as of the Closing Date; (vii) a certificate of good standing, dated within ten (10) Business Days of the Closing Date, for the Company issued by the Secretary of State of its jurisdiction of incorporation; (viii) the Transition Services Agreement, duly executed by the Seller; (ix) an executed IRS Form 8023, as further described in Section 8.9(a); (x) resolutions providing evidence of Seller’s compliance with the vesting of the account balances of Continuing Employees in Seller’s 401(k) Plan in accordance with Section 7.8(d), the cessation of active participation by Continuing Employees in Seller Benefit Plans as of the Closing Date in accordance with Section 7.8(e), and the termination of the Company as a participating employer in the Seller Deferred Compensation Plan in accordance with Section 7.8(f) hereof; (xi) evidence of binding as of the Closing of a six (6) year directors’ and officers’ liability “tail policy” with respect to actions and omissions occurring prior to the Closing Date with terms and conditions and limits reasonably satisfactory to the Buyer (the “D&O Tail Policy”); (xii) evidence documenting the transfer of employment of the Retained Employees to the Excluded Subsidiary or other Affiliate of the Seller; and (xiii) a certificate of the secretary of the Company, with respect to itself, and the Seller, with respect to itself, setting forth the certified Organizational Documents of such Person and resolutions of the board of directors of the Seller and the Company authorizing the execution, delivery and performance of this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby and certifying that such Organizational Documents and resolutions have not been amended or rescinded, and are in full force and effect. (b) The Buyer shall: (i) pay to Sellersthe Seller, by wire transfer of immediately available funds to a bank account or accounts designated in writing by Sellers’ Representative in the Pre-Seller at least two (2) Business Days before the Closing StatementDate, an amount equal to the Estimated Purchase Price minus the sum of the Escrow Amount and the Withholding Tax Amount (the Indian Withholding Tax Amount portion of such Withholding Tax Amount to be deposited with the Indian Governmental Authorities responsible for taxation as contemplated by Section 11.7(j) and the Brazilian Withholding Tax portion of such Withholding Tax Amount to paid to the Brazilian Governmental Authorities responsible for taxation as contemplated by Section 11.7(k)) it being understood that the amount Buyers pay at Closing in respect of the Tredegar India Interests (less the Indian Withholding Tax Amount) shall be paid by wire transfer to a bank account of Far East; (ii) pay to Sellers, in the same wire transfer of immediately available funds contemplated by Section 3.2(a)(i), the amount comprising the sum of the Closing Transaction Expenses and the Closing Indebtedness to be repaid at Closing as set forth on the Pre‑Closing Statement for further remittance by or on behalf of Sellers in accordance with Sections 3.2(b)(i) and 3.2(b)(ii), respectively; (iii) pay to the Escrow Agent, for deposit into the Escrow Account, the Escrow Amount as described in Section 2.2(c); and (iv) deliver, or cause to be delivered, to Sellers’ Representative each of the documents, certificates and items required to be delivered by Buyers’ Parent pursuant to Article IX. (b) Sellers shall: (i) pay, or cause to be paid, on behalf of the Target Companies, the Closing Transaction Expenses as set forth on the Pre-Closing Statement from the amount received by Sellers payable pursuant to Section 3.2(a)(ii) by wire transfer of immediately available funds2.1; (ii) pay, or cause to be paid, on behalf of the Target Companies Company or Target Subsidiaries (as applicable)the Seller, as directed, all Closing Indebtedness to be repaid at Closing as set forth on the Pre-Closing Statement from the amount received by Sellers pursuant to Section 3.2(a)(ii) Transaction Expenses by wire transfer of immediately available funds or as specified otherwise as directed by the Seller; (iii) pay, or cause to be paid, on behalf of the Company, all of the Funded Indebtedness in each Payoff Letteraccordance with the Pay-Off Letters; and (iiiiv) deliver or cause to be delivered to Buyers’ Parent each copies of the documentsTransition Services Agreement, certificates and items required to be delivered duly executed by Sellers pursuant to Article VIIIthe Buyer.

Transactions to be Effected at Closing. At the Closing, the following transactions shall be effected by the parties hereto:, (a) Buyers shall: (i) pay to Sellers, by wire transfer of immediately available funds to a bank account or accounts designated by Sellers’ Representative in the Pre-Closing Statement, an amount equal to the Estimated Purchase Price minus the sum of the Escrow Amount and the Withholding Tax Amount (the Indian Withholding Tax Amount portion of such Withholding Tax Amount to be deposited with the Indian Governmental Authorities responsible for taxation as contemplated by Section 11.7(j) and the Brazilian Withholding Tax portion of such Withholding Tax Amount to paid to the Brazilian Governmental Authorities responsible for taxation as contemplated by Section 11.7(k)) it being understood that the amount Buyers pay at Closing in respect of the Tredegar India Interests (less the Indian Withholding Tax Amount) Seller shall be paid by wire transfer to a bank account of Far East; (ii) pay to Sellers, in the same wire transfer of immediately available funds contemplated by Section 3.2(a)(i), the amount comprising the sum of the Closing Transaction Expenses and the Closing Indebtedness to be repaid at Closing as set forth on the Pre‑Closing Statement for further remittance by or on behalf of Sellers in accordance with Sections 3.2(b)(i) and 3.2(b)(ii), respectively; (iii) pay to the Escrow Agent, for deposit into the Escrow Account, the Escrow Amount as described in Section 2.2(c); and (iv) deliver, or cause to be delivered, to Sellers’ Representative each Buyer an executed Bill of Sale substantially in the documents, certificates and items required to be delivered by Buyers’ Parent pursuant to Article IX.form attached hereto as Exhibit A; (b) Sellers shall: (i) paySeller shall deliver, or cause to be paiddelivered, on behalf to Buyer an executed certificate from a duly authorized officer of the Target Companies, Seller certifying as to the Closing Transaction Expenses as matters set forth on the Pre-Closing Statement from the amount received by Sellers pursuant to in Section 3.2(a)(ii) by wire transfer of immediately available funds6.02(c); (iic) payBuyer shall deliver, or cause to be paiddelivered, to Seller an executed certificate from a duly authorized officer of the Buyer certifying as to the matters set forth in Section 6.03(c); (d) Seller shall deliver, or cause to be delivered, to Buyer an executed certificate of the secretary or an assistant secretary (or equivalent duly authorized officer or other representative) of Seller certifying (i) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, and (ii) as to the incumbency of each person executing this Agreement and any other document delivered in connection herewith on behalf of Seller and that the Target Companies signature of each such person on this Agreement and such other document is such person’s genuine signature; (e) Buyer shall pay or Target Subsidiaries cause the payment of (as applicable)including, as directedat Bxxxx’s election and sole cost and expense, all Closing Indebtedness via a third party paying or escrow arrangement on terms mutually agreed by Bxxxx and Seller) the Purchase Price to be repaid at Closing as set forth on the Pre-Closing Statement from the amount received by Sellers pursuant to Section 3.2(a)(ii) Seller by wire transfer of immediately available funds as specified to an account or accounts designated in each Payoff Letterwriting by Seller to Buyer in the form of Valid Account Details, such designation to occur at least five (5) Business Days prior to the Closing Date; (f) Seller shall deliver to Buyer a letter addressed to Buyer, substantially in the form set forth on Exhibit B hereto and duly executed by Seller, acknowledging the transfer of the Priority Review Voucher from Seller to Buyer, in accordance with this Agreement; (g) Bxxxx shall deliver to Seller a letter addressed to Seller, substantially in the form set forth on Exhibit C hereto and duly executed by Bxxxx, acknowledging the transfer of the Priority Review Voucher from Seller to Buyer, in accordance with this Agreement; and (iiih) Seller shall deliver or cause to be delivered Buyer a properly completed, validly executed, true and correct Internal Revenue Service Form W-9 certifying that Seller is not subject to Buyers’ Parent each of the documents, certificates and items required to be delivered by Sellers pursuant to Article VIIIbackup withholding for United States federal income tax purposes.

Transactions to be Effected at Closing. At the Closing, the following transactions shall be effected by the parties hereto:, (a) Buyers shall: (i) pay to Sellers, by wire transfer of immediately available funds to a bank account or accounts designated by Sellers’ Representative in the Pre-Closing Statement, an amount equal to the Estimated Purchase Price minus the sum of the Escrow Amount and the Withholding Tax Amount (the Indian Withholding Tax Amount portion of such Withholding Tax Amount to be deposited with the Indian Governmental Authorities responsible for taxation as contemplated by Section 11.7(j) and the Brazilian Withholding Tax portion of such Withholding Tax Amount to paid to the Brazilian Governmental Authorities responsible for taxation as contemplated by Section 11.7(k)) it being understood that the amount Buyers pay at Closing in respect of the Tredegar India Interests (less the Indian Withholding Tax Amount) Seller shall be paid by wire transfer to a bank account of Far East; (ii) pay to Sellers, in the same wire transfer of immediately available funds contemplated by Section 3.2(a)(i), the amount comprising the sum of the Closing Transaction Expenses and the Closing Indebtedness to be repaid at Closing as set forth on the Pre‑Closing Statement for further remittance by or on behalf of Sellers in accordance with Sections 3.2(b)(i) and 3.2(b)(ii), respectively; (iii) pay to the Escrow Agent, for deposit into the Escrow Account, the Escrow Amount as described in Section 2.2(c); and (iv) deliver, or cause to be delivered, to Sellers’ Representative each Buyer an executed Bill of Sale substantially in the documents, certificates and items required to be delivered by Buyers’ Parent pursuant to Article IX.form attached hereto as Exhibit A; (b) Sellers shall: (i) payBuyer shall deliver, or cause to be paiddelivered, on behalf to Seller an executed Bill of Sale substantially in the Target Companies, the Closing Transaction Expenses form attached hereto as set forth on the Pre-Closing Statement from the amount received by Sellers pursuant to Section 3.2(a)(ii) by wire transfer of immediately available fundsExhibit A; (iic) paySeller shall deliver, or cause to be paiddelivered, to Buyer an executed certificate of the secretary or an assistant secretary (or equivalent duly authorized officer or other representative) of Seller certifying (i) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, and (ii) as to the incumbency of each person executing this Agreement and any other document delivered in connection herewith on behalf of Seller and that the Target Companies signature of each such person on this Agreement and such other document is such person’s genuine signature; (d) Buyer shall pay or Target Subsidiaries (as applicable), as directed, all Closing Indebtedness cause to be repaid at Closing as set forth on paid the Pre-Closing Statement from the amount received by Sellers pursuant Purchase Price to Section 3.2(a)(ii) Seller by wire transfer of immediately available funds to Seller’s bank account as specified set forth in each Payoff Exhibit G; (e) Seller shall deliver to Buyer an executed copy of the cover letter to be submitted to the FDA in accordance with Section 3.04, which shall be in the form attached hereto as Exhibit B (the “Seller Cover Letter”); (f) Seller shall deliver to Buyer an executed copy of the notification of the purchase and sale of the Priority Review Voucher pursuant to this Agreement to be submitted to the FDA by Buyer in accordance with Section 5.06, which notification shall be in the form of Exhibit C or such other form as the FDA may require as of the Closing Date (the “Seller Transfer Acknowledgement Letter”); and (iiig) Buyer shall deliver or cause to Seller an executed copy of the notification of the purchase and sale of the Priority Review Voucher pursuant to this Agreement to be delivered submitted to Buyers’ Parent each the FDA by Buyer in accordance with Section 5.06, which notification shall be in the form of Exhibit E or such other form as the FDA may require as of the documents, certificates and items required to be delivered by Sellers pursuant to Article VIIIClosing Date (the “Buyer Transfer Acknowledgment Letter”).

Transactions to be Effected at Closing. At the Closing, the following transactions shall be effected by the parties hereto:, (a) Buyers shall: (i) pay to Sellers, by wire transfer of immediately available funds to a bank account or accounts designated by Sellers’ Representative in the Pre-Closing Statement, an amount equal to the Estimated Purchase Price minus the sum of the Escrow Amount and the Withholding Tax Amount (the Indian Withholding Tax Amount portion of such Withholding Tax Amount to be deposited with the Indian Governmental Authorities responsible for taxation as contemplated by Section 11.7(j) and the Brazilian Withholding Tax portion of such Withholding Tax Amount to paid to the Brazilian Governmental Authorities responsible for taxation as contemplated by Section 11.7(k)) it being understood that the amount Buyers pay at Closing in respect of the Tredegar India Interests (less the Indian Withholding Tax Amount) Seller shall be paid by wire transfer to a bank account of Far East; (ii) pay to Sellers, in the same wire transfer of immediately available funds contemplated by Section 3.2(a)(i), the amount comprising the sum of the Closing Transaction Expenses and the Closing Indebtedness to be repaid at Closing as set forth on the Pre‑Closing Statement for further remittance by or on behalf of Sellers in accordance with Sections 3.2(b)(i) and 3.2(b)(ii), respectively; (iii) pay to the Escrow Agent, for deposit into the Escrow Account, the Escrow Amount as described in Section 2.2(c); and (iv) deliver, or cause to be delivered, to Sellers’ Representative each Buyer an executed Xxxx of Sale substantially in the documents, certificates and items required to be delivered by Buyers’ Parent pursuant to Article IX.form attached hereto as Exhibit A; (b) Sellers shall: (i) paySeller shall deliver, or cause to be paiddelivered, on behalf to Buyer an executed certificate from a duly authorized officer of the Target Companies, Seller certifying as to the Closing Transaction Expenses as matters set forth on the Pre-Closing Statement from the amount received by Sellers pursuant to in Section 3.2(a)(ii) by wire transfer of immediately available funds6.2(c); (iic) payBuyer shall deliver, or cause to be paiddelivered, to Seller an executed certificate from a duly authorized officer of the Buyer certifying as to the matters set forth in Section 6.3(c); (d) Seller shall deliver, or cause to be delivered, to Buyer an executed certificate of the secretary or an assistant secretary (or equivalent duly authorized officer or other representative) of Seller certifying (i) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, and (ii) as to the incumbency of each person executing this Agreement and any other document delivered in connection herewith on behalf of Seller and that the Target Companies or Target Subsidiaries signature of each such person on this Agreement and such other document is such person’s genuine signature; (as applicable), as directed, all Closing Indebtedness e) Buyer shall pay the Purchase Price to be repaid at Closing as set forth on the Pre-Closing Statement from the amount received by Sellers pursuant to Section 3.2(a)(ii) Seller by wire transfer of immediately available funds as specified to an account or accounts designated in each Payoff Letterwriting by Seller to Buyer in the form of Valid Account Details, such designation to occur at least five (5) Business Days prior to the Closing Date; (f) Seller shall submit to the FDA (in the form of a submission to the Subject NDA) and deliver to Buyer a letter addressed to Buyer, substantially in the form set forth on Exhibit B hereto and duly executed by Seller, acknowledging the transfer of the Priority Review Voucher from Seller to Buyer, in accordance with applicable Legal Requirements; and (iiig) Buyer shall submit to the FDA (in the form of a submission to the Subject NDA) and deliver or cause to be delivered Seller a letter addressed to Buyers’ Parent each Seller, substantially in the form set forth on Exhibit C hereto and duly executed by Buyer, acknowledging the transfer of the documentsPriority Review Voucher from Seller to Buyer, certificates and items required to be delivered by Sellers pursuant to Article VIIIin accordance with applicable Legal Requirements.