Common use of Contribution Closing Clause in Contracts

Contribution Closing. The closing (the "Contribution Closing") of the Contribution and Assumption shall take place at the offices of Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York, o▇ ▇▇▇ ▇▇▇▇ da▇ ▇▇, ▇▇t ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇hange (the "Closing"). The parties agree that at the Contribution Closing: (i) LM shall transfer, assign and deliver, or cause the Transferor Subsidiaries to transfer, assign and deliver, to the Company all of the right, title and interest of LM and the Transferor Subsidiaries in, to and under the Transferred Assets, in the case of the Transferred Assets (other than the Equity Securities and the capital stock of the Access Graphics Foreign Subsidiaries), free and clear of all Liens other than Permitted Liens and, in the case of the Equity Securities and the capital stock of the Access Graphics Foreign Subsidiaries, as described in Section 2.04(b), and (ii) the Company shall assume and pay, perform and discharge promptly and in full when due all of the Assumed Liabilities. (b) LM shall deliver to the Company (i) certificates for the Equity Securities to be delivered by LM pursuant to this Agreement and (ii) certificates for all of the issued and outstanding capital stock of each of the Access Graphics Foreign Subsidiaries, in each case, free and clear of all Liens, preemptive or similar rights or any other limitation or restriction (other than limitations on offers and sales under foreign, federal and state securities laws), duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed thereto. (c) LM shall deliver to the Company the LM Cash Contribution Amount in immediately available funds by wire ▇▇▇▇▇▇er to an account of the Company at a bank designated in writing by the Company at least two Business Days prior to the Contribution Closing. (d) The Company shall issue to LM an appropriate number of shares of Company Common Stock and the number of shares of Company Preferred Stock determined under Section 2.01(b) of the Exchange Agreement, in such denominations as LM shall designate in writing to the Company not less than two Business Days prior to the Contribution Closing.

Contribution Closing. The closing (the "Contribution Closing") of the Contribution and Assumption shall take place at the offices of Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York, o▇ ▇▇▇▇▇ ▇▇▇▇ da▇ & ▇▇▇▇▇▇▇▇, ▇▇t ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ , ▇▇▇ ▇▇▇hange ▇, ▇▇ the same day as, but immediately prior to, the closing of the Exchange (the "Closing"). The parties agree that at the Contribution Closing: (i) LM shall transfer, assign and deliver, or cause the Transferor Subsidiaries to transfer, assign and deliver, to the Company all of the right, title and interest of LM and the Transferor Subsidiaries in, to and under the Transferred Assets, in the case of the Transferred Assets (other than the Equity Securities and the capital stock of the Access Graphics Foreign Subsidiaries), free and clear of all Liens other than Permitted Liens and, in the case of the Equity Securities and the capital stock of the Access Graphics Foreign Subsidiaries, as described in Section 2.04(b), and (ii) the Company shall assume and pay, perform and discharge promptly and in full when due all of the Assumed Liabilities. (b) LM shall deliver to the Company (i) certificates for the Equity Securities to be delivered by LM pursuant to this Agreement and (ii) certificates for all of the issued and outstanding capital stock of each of the Access Graphics Foreign Subsidiaries, in each case, free and clear of all Liens, preemptive or similar rights or any other limitation or restriction (other than limitations on offers and sales under foreign, federal and state securities laws), duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed thereto. (c) LM shall deliver to the Company the LM Cash ▇▇ ▇▇▇▇ Contribution Amount in immediately available funds by wire ▇▇▇▇▇▇er transfer to an account of the Company at a bank designated in writing by the Company at least two Business Days prior to the Contribution Closing. (d) The Company shall issue to LM an appropriate number of shares of Company Common Stock and the number of shares of Company Preferred Stock determined under Section 2.01(b) of the Exchange Agreement, in such denominations as LM shall designate in writing to the Company not less than two Business Days prior to the Contribution Closing.