Common use of Closing Deliveries of the Parties Clause in Contracts

Closing Deliveries of the Parties. At or prior to the Closing: (a) Purchaser and the Seller (or the applicable member of Seller Group) shall execute and deliver the Bill of Sale and Assignment and Assumption Agreement; (b) Purchaser and the Seller shall execute and deliver the Transition Services Agreement; (c) Purchaser and the relevant Seller Group Members shall execute and deliver the Trademark Assignment Agreement; (d) Purchaser (or one or more Affiliates of Purchaser) and the Seller (or one or more of the applicable members of Seller Group) shall execute and deliver any Local Transfer Agreements required pursuant to Section 2.16; (e) Purchaser shall deliver, or cause to be delivered, to the Seller or the applicable Person each of the following: (i) a certificate, dated as of the Closing Date, executed by or on behalf of Purchaser as to the satisfaction of the conditions set forth in Section 8.3(a) and Section 8.3(b); (ii) payment of the Estimated Purchase Price minus (x) the Deposit Escrow Amount, which shall be released to Seller by the Escrow Agent pursuant to Section 2.9(c), plus (y) the QOE Adjustment Amount (which may be a negative number) by irrevocable wire transfer of immediately available funds in accordance with payment instructions delivered by Seller, to Purchaser prior to the Closing; and (iii) deposit of the Adjustment Escrow Amount into the Adjustment Escrow Account by wire transfer of immediately available funds in accordance with the Escrow Agreement, which shall be the sole source of funds to make the applicable payment (if any) to Purchaser in accordance with Section 2.11(d)(ii). (f) the Seller shall deliver, or cause to be delivered, to Purchaser each of the following: (i) a certificate, dated as of the Closing Date, executed by or on behalf of the Seller as to the satisfaction of the conditions set forth in Section 8.2(a) and Section 8.2(b); (ii) a properly completed IRS Form W-9, ▇▇▇▇ completed and executed; and (iii) a copy of the Sale Order as entered by the Bankruptcy Court.

Closing Deliveries of the Parties. At or prior to the Closing: (a) Purchaser and the Seller (or the applicable member of Seller Group) Sellers shall execute and deliver the Bill of Sale and Assignment and Assumption Agreement and the IP Assignment Agreement; (b) Purchaser and the Seller shall execute and deliver the Transition Services Agreement; (c) Purchaser and the relevant Seller Group Members shall execute and deliver the Trademark Assignment Agreement; (d) Purchaser (or one or more Affiliates of Purchaser) and the Seller (or one or more of the applicable members of Seller Group) shall execute and deliver any Local Transfer Agreements required pursuant to Section 2.16; (e) Purchaser shall deliver, or cause to be delivered, to the Casa Seller or the applicable Person each of the following: (i) a certificate, dated as of the Closing Date, executed by or on behalf of Purchaser as to the satisfaction of the conditions set forth in Section 8.3(a) and Section 8.3(b); (ii) payment of the Estimated Purchase Price minus closing payments set forth in Section 2.8 and payment or reservation of the Determined Cure Costs as set forth in Section 5.2(c); (xiii) a duly executed counterpart to each of the Deposit Escrow Amount, which shall be released to Seller by the Escrow Agent pursuant to Section 2.9(c), plus (y) the QOE Adjustment Amount (which may be a negative number) by irrevocable wire transfer of immediately available funds in accordance with payment instructions delivered by Seller, to Purchaser prior to the ClosingRelated Documents; and (iiiiv) deposit such other instruments of assumption and other instruments or documents, including bills of sale and/or assignment and assumption agreements, in form and substance reasonably acceptable to the Casa Seller, as may be necessary to effect Purchaser’s assumption of the Adjustment Escrow Amount into Assumed Liabilities and the Adjustment Escrow Account by wire transfer assignment of immediately available funds any Transferred Assets in accordance with the Escrow requirements of applicable Law and this Agreement, which shall be the sole source of funds to make the applicable payment (if any) to Purchaser in accordance with Section 2.11(d)(ii)each case duly executed by Purchaser. (fc) the Seller Sellers shall deliver, or cause to be delivered, to Purchaser or the applicable Person each of the following: (i) a certificate, dated as of the Closing Date, executed by or on behalf of the Seller Sellers as to the satisfaction of the conditions set forth in Section 8.2(a) and Section 8.2(b); (ii) a properly completed an IRS Form W-9, ▇▇▇▇ W-9 duly completed and executed; andexecuted by the Casa Seller; (iii) a copy of the Sale Order as entered by the Bankruptcy Court, vesting the Transferred Assets of the Casa Seller in Purchaser Free and Clear; (iv) a duly executed counterpart to each of the Related Documents; (v) a schedule of Cure Costs; and (vi) such other instruments of assumption and other instruments or documents, including bills of sale and/or assignment and assumption agreements and the Intellectual Property assignments, in form and substance reasonably acceptable to Purchaser, as may be necessary for the effective assignment of any Transferred Assets to Purchaser and the recordation of the assignments, in accordance with the requirements of applicable Law and this Agreement, in each case duly executed by the Sellers.

Closing Deliveries of the Parties. At or prior to the Closing: (a) Purchaser and the Seller (or the applicable member of Seller Group) shall execute and deliver the Bill of Sale and Assignment and Assumption Agreement; (b) Purchaser and the Seller shall execute and deliver the Transition Services Agreement; (c) Purchaser and the relevant Seller Group Members shall execute and deliver the Trademark Assignment Agreement; (d) Purchaser (or one or more Affiliates of Purchaser) and the Seller (or one or more of the applicable members of Seller Group) shall execute and deliver any Local Transfer Agreements required pursuant to Section 2.16; (e) Purchaser shall deliver, or cause to be delivered, to the Seller or the applicable Person each of the following: (i) to Seller and the Company, a certificate, dated as of the Closing Date, certificate executed by or on behalf a duly authorized officer of Purchaser as to the satisfaction of the conditions set forth in Section 8.3(a) and Section 8.3(b); (ii) payment to Seller and the Company, each of the Estimated Purchase Price minus (x) the Deposit Escrow Amount, which shall items required to be released to Seller delivered by the Escrow Agent Parent or Purchaser pursuant to Section 2.9(c)6.8, plus (y) the QOE Adjustment Amount (which may be a negative number) by irrevocable wire transfer of immediately available funds in accordance with payment instructions delivered by SellerSection 6.9, to Purchaser prior to the ClosingSection 6.10, and Section 6.11; and (iii) deposit to each applicable Person, payment or issuance, as applicable, of the Adjustment Escrow Amount into closing payments and issuances set forth in Section 2.5. (b) The Company shall deliver, or cause to be delivered, to Purchaser each of the Adjustment Escrow Account following: (i) a certificate executed by a duly authorized officer of the Company as to the satisfaction of the conditions with respect to the Company set forth in Section 8.2(a) and Section 8.2(b); (ii) “payoff letters” in customary form (the “Payoff Letters”) specifying the aggregate amounts of the Company’s obligations in respect of Indebtedness that will be outstanding as of the Closing and confirming that all associated Liens will be terminated upon receipt of the amounts set forth therein; (iii) from the recipients of any Transaction Expenses, an invoice or statement setting forth: (A) the amounts required to pay off in full on the Closing Date, the Transaction Expenses owing to such recipient or other payee and wire transfer information for such payment and (B) upon payment of immediately available funds in accordance with such amounts, a customary release of the Escrow AgreementCompany, which shall be and a Tax form on IRS Form W-9 or the sole source appropriate series of funds to make IRS Form W-8, as applicable; and (iv) the applicable payment (if any) to Purchaser in accordance with Employment Offer Documents required by Section 2.11(d)(ii8.2(j). (fc) the Seller shall deliver, or cause to be delivered, to Purchaser each of the following: (i) a certificatethe Purchased Interests (which delivery may be satisfied, dated as in the event that the Purchased Interests are not certificated, by evidence that the records of the Closing Date, Company have been updated to reflect Purchaser’s ownership of the Purchased Interests); (ii) a certificate executed by or on behalf a duly authorized officer of the Seller as to the satisfaction of the conditions with respect to Seller set forth in Section 8.2(a) and Section 8.2(b); (iiiii) to Parent and Purchaser, each of the items required to be delivered by Seller or the Company pursuant to Section 6.8, Section 6.9, Section 6.10, Section 6.11, Section 6.12, and Section 6.13; (iv) either (A) a properly completed IRS Form W-9W-9 of Seller or (B) Seller’s certification of non-foreign status, ▇▇▇▇ completed in form and executedsubstance reasonably satisfactory to Purchaser in accordance with the requirements of United States Treasury Regulations Section 1.1445-2(b)(2); and (iiiv) a copy evidence, reasonably satisfactory to Purchaser, as to the termination of the Sale Order as entered Company’s participation in any 401(k) Plan required pursuant to Section 6.21 or a certificate executed by the Bankruptcy Courta duly authorized officer of Seller that there is no such 401(k) Plan.

Closing Deliveries of the Parties. At or prior to the Closing: (a) Purchaser and the Seller (or the applicable member of Seller Group) shall execute and deliver the Bill of Sale and Assignment and Assumption Agreement; (b) Purchaser and the Seller shall execute and deliver the Transition Services AgreementTSA Assignment; (c) Purchaser and the relevant Seller Group Members shall execute and deliver the Trademark Intellectual Property Assignment Agreement; (d) Purchaser (or one or more Affiliates of Purchaser) and the Seller (or one or more of the applicable members of Seller Group) shall execute and deliver any Local Transfer Agreements required pursuant to Section 2.16; (e) Purchaser shall deliver, or cause to be delivered, to the Seller or the applicable Person each of the following: (i) a certificate, dated as of the Closing Date, executed by or on behalf of Purchaser as to the satisfaction of the conditions set forth in Section 8.3(a) and Section 8.3(b); (ii) payment of the Estimated Purchase Price minus (x) the Deposit Escrow Amount, which shall be released to Seller by the Escrow Agent pursuant to Section 2.9(c), plus (y) the QOE Adjustment Amount (which may be a negative number) by irrevocable wire transfer of immediately available funds in accordance with payment instructions delivered by Seller, to Purchaser prior to the Closing; and (iii) deposit of the Adjustment Escrow Amount into the Adjustment Escrow Account by wire transfer of immediately available funds in accordance with the Escrow Agreement, which shall be the sole source of funds to make the applicable payment (if any) to Purchaser in accordance with Section 2.11(d)(ii). (fe) the Seller shall deliver, or cause to be delivered, to Purchaser each of the following: (i) a certificate, dated as of the Closing Date, executed by or on behalf of the Seller as to the satisfaction of the conditions set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(b8.2(d); (ii) a properly completed IRS Form W-9, ▇▇▇▇ completed and executed; and (iii) a copy of the Sale Order as entered by the Bankruptcy Court.

Closing Deliveries of the Parties. At or prior to the Closing: (a) (i) Purchaser and the Seller (or the applicable member of Seller Group) Sellers, as applicable, shall execute and deliver the Bill of Sale and Assignment and Assumption Agreement; (b) Purchaser , IP Assignment and the Seller shall execute and deliver the Transition Services Agreement;. (c) Purchaser and the relevant Seller Group Members shall execute and deliver the Trademark Assignment Agreement; (d) Purchaser (or one or more Affiliates of Purchaser) and the Seller (or one or more of the applicable members of Seller Group) shall execute and deliver any Local Transfer Agreements required pursuant to Section 2.16; (eb) Purchaser shall deliver, or cause to be delivered, to the Casa Seller or the applicable Person each of the following: (i) a certificate, dated as of the Closing Date, executed by or on behalf of Purchaser as to the satisfaction of the conditions set forth in Section 8.3(a) and Section 8.3(b); (ii) payment of the Estimated Purchase Price minus (x) the Deposit Escrow Amount, which shall be released to Seller by the Escrow Agent closing payment pursuant to Section 2.9(c2.8(a) and payment of the Determined Cure Costs pursuant to Section 5.3(c), plus ; (yiii) a duly executed counterpart to each of the QOE Adjustment Amount Related Documents to which Purchaser is a Party (which may be a negative number) by irrevocable wire transfer of immediately available funds in accordance with payment instructions delivered by Seller, to Purchaser prior to other than the ClosingEscrow Agreement and the Deposit Agreement); and (iiiiv) deposit such other instruments of assumption and other instruments or documents, including bills of sale and/or assignment and assumption agreements, in form and substance reasonably acceptable to the Casa Seller, as may be necessary to effect Purchaser’s assumption of the Adjustment Escrow Amount into Assumed Liabilities and the Adjustment Escrow Account by wire transfer assignment of immediately available funds any Transferred Assets in accordance with the Escrow requirements of applicable Law and this Agreement, which shall be the sole source of funds to make the applicable payment (if any) to Purchaser in accordance with Section 2.11(d)(ii)each case duly executed by Purchaser. (fc) the Casa Seller shall deliver, or cause to be delivered, to Purchaser or the applicable Person each of the following: (i) a certificate, dated as of the Closing Date, executed by or on behalf of the Casa Seller as to the satisfaction of the conditions set forth in Section 8.2(a) and Section 8.2(b); (ii) a properly completed an IRS Form W-9W-9 with respect to the Casa Seller and the appropriate IRS Form W-8 with respect to each International Seller, ▇▇▇▇ duly completed and executed; and; (iii) a copy of the Sale Order as entered by the Bankruptcy Court, vesting the Transferred Assets in Purchaser Free and Clear; (iv) a duly executed counterpart to each of the Related Documents to which each Seller is a party (other than the Escrow Agreement and the Deposit Agreement); (v) with respect to each of the Andover Leased Real Property, the Limerick Leased Real Property and the Guangzhou Leased Real Property, in Purchaser’s reasonable discretion either (A) a consent to assignment from the landlord under such Lease consenting to the transfer of the applicable Seller’s interest in such Lease to Purchaser (or its designated Affiliate) or (B) an Occupancy Agreement, together with a consent of the Landlord under such Lease permitting such Occupancy Agreement (to the extent such consent is required by the terms of the Lease or applicable Law); (vi) possession of substantially all of the Transferred Assets and including the Transferred Assets necessary to operate the Business in the ordinary course, to the extent not located at the Transferred Leased Real Property; and (vii) such other instruments of assumption and other instruments or documents, including bills of sale and/or assignment and assumption agreements, in form and substance reasonably acceptable to Purchaser, as may be necessary for the effective assignment of any Transferred Assets to Purchaser in accordance with the requirements of applicable Law and this Agreement, in each case duly executed by the Sellers or their Affiliates. (d) Casa Ireland shall deliver, or cause to be delivered, to Purchaser or the applicable Person each of the following: (i) a valid Irish tax reference number for Casa Ireland for the purposes of the Stamp Duty (E stamping of Instruments and Self-Assessment) Regulations 2012 (including evidence reasonably satisfactory to Purchaser allowing it to verify the accuracy of the numbers provided); and (ii) either a certificate of the kind described in section 980 of the Taxes Consolidation Act 1997 (a “Tax Clearance Certificate”) or written confirmation from the statutory auditors of Casa Ireland addressed to (and in a form reasonably satisfactory to) Purchaser that a Tax Clearance Certificate is not required for the sale of the Transferred Assets and the Irish Assets and Business.

Closing Deliveries of the Parties. At or prior to the Closing: (a) Purchaser and the Seller (or the applicable member of Seller Group) shall execute and deliver the Bill of Sale and Assignment and Assumption Agreement; (b) Purchaser and the Seller Transition Services Provider shall execute and deliver the Transition Services Agreement; (c) Purchaser and the relevant Seller Group Members shall execute and deliver the Trademark Assignment Agreement; (d) Purchaser (or one or more Affiliates of Purchaser) and the Seller (or one or more of the applicable members of Seller Group) shall execute and deliver any Local Transfer Agreements required pursuant to Section 2.16; (e) Purchaser shall deliver, or cause to be delivered, to the Seller or the applicable Person each of the following: (i) a certificate, dated as of the Closing Date, executed by or on behalf of Purchaser as to the satisfaction of the conditions set forth in Section 8.3(a) and Section 8.3(b); (ii) payment of the Estimated Purchase Price minus (x) the Deposit Escrow Amount, which shall be released to Seller by the Escrow Agent pursuant to Section 2.9(c), plus (y) the QOE Adjustment Amount (which may be a negative number) by irrevocable wire transfer of immediately available funds in accordance with payment instructions delivered by Seller, to Purchaser prior to the Closing; and (iii) deposit of the Adjustment Escrow Amount into the Adjustment Escrow Account by wire transfer of immediately available funds in accordance with the Escrow Agreement, which shall be the sole source of funds to make the applicable payment (if any) to Purchaser in accordance with Section 2.11(d)(ii). (fe) the Seller shall deliver, or cause to be delivered, to Purchaser each of the following: (i) a certificate, dated as of the Closing Date, executed by or on behalf of the Seller as to the satisfaction of the conditions set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(b8.2(d); (ii) a properly completed IRS Form W-9, ▇▇▇▇ completed and executed; and (iii) a copy of the Sale Order as entered by the Bankruptcy Court.

Closing Deliveries of the Parties. At or prior In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Purchaser The Company and Merger Sub shall cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware. (b) Purchaser, the Sellers’ Representative and the Seller (or the applicable member of Seller Group) Escrow Agent shall execute and deliver the Bill of Sale and Assignment and Assumption Agreement; (b) Purchaser and the Seller shall execute and deliver the Transition Services Escrow Agreement; (c) Purchaser and the relevant Seller Group Members shall execute and deliver the Trademark Assignment Agreement; (d) Purchaser (or one or more Affiliates of Purchaser) and the Seller (or one or more of the applicable members of Seller Group) shall execute and deliver any Local Transfer Agreements required pursuant to Section 2.16; (e) Purchaser shall deliver, or cause to be delivered, to the Seller or the applicable Person Company each of the following: (i) a certificate, dated as of the Closing Date, certificate executed by or on behalf of Purchaser and Merger Sub as to the satisfaction of the conditions set forth in Section Sections 8.3(a) and Section 8.3(b);; and (ii) payment evidence of the Estimated Purchase Price minus (x) the Deposit Escrow Amount, which shall be released to Seller by the Escrow Agent pursuant to Section 2.9(c), plus (y) the QOE Adjustment Amount (which may be a negative number) by irrevocable wire transfer of immediately available funds in accordance with payment instructions delivered by Seller, to Purchaser prior to the Closing; and (iii) deposit procurement of the Adjustment Escrow Amount into the Adjustment Escrow Account by wire transfer of immediately available funds in accordance with the Escrow Agreement, which shall be the sole source of funds to make the applicable payment (if any) to Purchaser in accordance with Section 2.11(d)(ii)D&O Tail Insurance. (fd) the Seller The Company shall deliver, or cause to be delivered, deliver to Purchaser each of the following: (i) a certificate, dated as of the Closing Date, certificate executed by or on behalf of the Seller Company as to the satisfaction of the conditions set forth in Section Sections 8.2(a) ), and Section 8.2(b); (ii) a properly completed certificate prepared pursuant to Treasury Regulation Section 1.1445-2(c)(3)(i) and dated as of the Closing Date, signed under penalty of perjury and in form and substance as required under Treasury Regulation Section 1.897-2(h), stating that an interest in the Company is not a “United States real property interest” within the meaning of Code Section 897(c)(2) during the applicable period specified in Code Section 897(c)(1)(A)(ii)(II), together with a copy of the notice of such certificate to be sent by Purchaser to the IRS Form W-9in accordance with the provisions of Treasury Regulation Section 1.897-2(h)(2), ▇▇▇▇ completed each in form and executedsubstance reasonably acceptable to Purchaser; provided, however, that Purchaser’s sole remedy for the Company’s failure to make such delivery shall be to withhold on any payments to the extent required by, and in accordance with, Applicable Law; (iii) evidence of termination of the Shareholder’s Agreement; (iv) evidence of the termination of the Professional Services Agreement; and (iiiv) a copy of the Sale Order resolutions of the board of directors of NSH authorizing the Interim Restructuring, together with evidence of the consummation of the Interim Restructuring as entered of immediately prior to the Closing. (e) Purchaser, Merger Sub and the Company shall make such other deliveries as are required by the Bankruptcy CourtARTICLE 8.