Common use of Pre-Closing Actions Clause in Contracts

Pre-Closing Actions. The following transactions shall be effected prior to the Closing Date: (a) No later than three (3) Business Days prior to the Closing Date, the Company shall provide to SPAC a written report setting forth a list of all of the Company Transaction Expenses (together with written invoices and wire transfer instructions for the payment thereof), solely to the extent such fees and expenses are incurred and expected to remain unpaid as of the close of business on the Business Day immediately preceding the Closing Date (the “Company Transaction Expenses Certificate”). (b) As soon as reasonably practicable (but in any event no later than three (3) Business Days) prior to the Closing Date, SPAC shall deliver to the Company written report setting forth (i) the aggregate amount of cash that will be required to satisfy the exercise of the SPAC Share Redemption; and (ii) a list of all of the SPAC Transaction Expenses (together with written invoices and wire transfer instructions for the payment thereof), solely to the extent such fees and expenses are incurred and expected to remain unpaid as of the close of business on the Business Day immediately preceding the Closing Date (the “SPAC Transaction Expenses Certificate”). (c) Not less than three (3) Business Days prior to the Closing Date, the Company shall deliver to SPAC a spreadsheet (the “Company Share Implied Price Spreadsheet”) setting forth the calculation of the (i) Closing Fuel Oil Price, (ii) Fully-Diluted Company Shares, (iii) Company Share Implied Price and (iv) Exchange Ratio, in each case, in accordance with the terms of this Agreement. As promptly as practicable following the Company’s delivery of the Company Share Implied Price Spreadsheet, the parties hereto shall work together in good faith to finalize and mutually agree on the Company Share Implied Price Spreadsheet in accordance with this Agreement. (d) At least five (5) Business Days prior to the Merger Effective Time, Sponsor shall cause all of its SPAC Class A Shares to be converted into an equal number of SPAC Class B Shares (the “Sponsor Class A Conversion”).

Pre-Closing Actions. The following transactions shall be effected prior to the Closing Date: (a) No later than three At least ten (310) Business Days prior to the Closing Date, the Company shall provide deliver to SPAC the LP Buyer a written report statement of the financial condition of the Company, setting forth a list good faith calculation of all the estimated Capital Distribution, Sub Debt Paydown, Transaction Expenses and Final Tangible Book Value, prepared in accordance with GAAP subject to the principles set forth in Schedule 2.03, with reasonable supporting materials attached thereto, certified by a Managing General Partner of the Company Transaction Expenses (together with written invoices and wire transfer instructions for the payment thereof), solely to the extent such fees and expenses are incurred and expected to remain unpaid as of the close of business on the Business Day immediately preceding the Closing Date (the “Company Transaction Expenses CertificateInterim Estimation Statement”). (b) As soon as reasonably practicable (but in any event no later than three (3) Business Days) prior to the Closing Date, SPAC shall deliver to the Company written report setting forth (i) the aggregate amount of cash that will be required to satisfy the exercise of the SPAC Share Redemption; and (ii) a list of all of the SPAC Transaction Expenses (together with written invoices and wire transfer instructions for the payment thereof), solely to the extent such fees and expenses are incurred and expected to remain unpaid as of the close of business on the Business Day immediately preceding the Closing Date (the “SPAC Transaction Expenses Certificate”). (c) Not less than . At least three (3) Business Days prior to the Closing Date, the Company shall deliver to SPAC a spreadsheet the LP Buyer an updated form of the Interim Estimation Statement, based upon the most recent Daily Statement made available by the Company pursuant to Section 6.02 (the “Final Estimation Statement”), which calculation, upon review and acceptance by the LP Buyer in its reasonable discretion, shall be the “Estimated Final Tangible Book Value”. Prior to the Closing, the Company Share Implied Price Spreadsheet”) setting forth shall provide access to the calculation LP Buyer and its independent accountants, copies of all work papers prepared by the Company and its accountants in connection with the preparation of the (i) Closing Fuel Oil Price, (ii) Fully-Diluted Company Shares, (iii) Company Share Implied Price Interim Estimation Statement and (iv) Exchange Ratio, in each case, in accordance with Final Estimation Statement and reasonable access to the terms of this Agreement. As promptly as practicable following the Company’s delivery personnel of the Company Share Implied Price Spreadsheet, the parties hereto shall work together in good faith to finalize and mutually agree on the Company Share Implied Price Spreadsheet in accordance with this Agreementits accountants who prepared such estimates. (db) At least five (5) Business Days prior to the Merger Effective TimeClosing, Sponsor the Company shall cause all deliver to the LP Buyer a letter from each holder of its SPAC Class A Shares outstanding Subordinated Indebtedness, in form and substance reasonably acceptable to be converted into an equal number the LP Buyer, indicating (i) the amount required to discharge at the Closing the principal amount of SPAC Class B Shares such Subordinated Indebtedness and any accrued and unpaid interest thereon held by such holder which is not Unretired Subordinated Indebtedness and (ii) and, to the extent applicable, the amount necessary to discharge at Closing the principal amount of any Unretired Subordinated Indebtedness and any accrued and unpaid interest thereon held by such holder and confirming, in each case, that such Subordinated Indebtedness is not secured by any Encumbrance (collectively, the “Payoff Letters”). (c) Prior to, but conditioned upon the Closing, and subject to FINRA approval, the Company shall distribute and pay to the Leaving Partners the Distributed Capital (the “Sponsor Class A ConversionCapital Distribution”). (d) Prior to, but conditioned upon the Closing, the Company shall pay, or cause to be paid, amounts sufficient to pay the Subordinated Indebtedness in full or to the extent approved by FINRA (the “Sub Debt Paydown”), based on the Payoff Letters. In the event FINRA does not approve the Sub Debt Paydown in full but approves (i) the pay down of the Subordinated Indebtedness other than the Unretired Subordinated Indebtedness and (ii) the Unretired Sub Debt Purchase referred to in Section 2.03(g) below, the Company, conditioned upon the Closing, shall pay off the Subordinated Indebtedness other than the Unretired Subordinated Indebtedness. (e) Prior to, but conditioned upon the Closing, the Company or the Sellers, as the case may be, shall pay to the Persons identified by the Sellers’ Representatives who, as of Closing, are owed Transaction Expenses amounts sufficient to pay such outstanding and unpaid Transaction Expenses in full, based on invoices supplied by such Persons (which invoices shall include acknowledgement of payment in full of all amounts owed by the Company to such Persons). (f) Prior to, but conditioned upon the Closing, the Company shall deposit an amount equal to $350,000 on behalf of the Sellers with an account established by the Sellers’ Representative (the “Sellers’ Representatives Account”) to fund the Sellers’ payment and reimbursement obligations to the Sellers’ Representatives under Section 11.13 of this Agreement. (g) Prior to, but conditioned upon the Closing, and subject to FINRA approval, the LP Buyer shall, to the extent there is any Unretired Subordinated Indebtedness, purchase from the holders of the Unretired Subordinated Indebtedness, and each of the holders of the Unretired Subordinated Indebtedness shall sell, assign, transfer and deliver to the LP Buyer, free and clear of all Encumbrances, all right, title and interest in and to the Unretired Subordinated Indebtedness, if any, (the “Unretired Sub Debt Purchase”) for a purchase price equal to the principal amount and any accrued but unpaid interest as of the Effective Time on such Unretired Subordinated Indebtedness.

Pre-Closing Actions. (a) The following transactions Seller shall be effected pay all rent and other amounts due and payable with respect to each of its Leases which are due and payable on or prior to the Closing Date:. (ab) No later than three (3) Business Days The Seller shall not prior to the Closing Date, effect any sale, lease, or any other disposition or distribution of any of its assets or properties, now or hereafter owned by it, except transactions in the Company shall provide to SPAC a written report setting forth a list of all of the Company Transaction Expenses (together with written invoices ordinary and wire transfer instructions for the payment thereof), solely to the extent such fees and expenses are incurred and expected to remain unpaid as of the close regular course of business on the Business Day immediately preceding the Closing Date (the “Company Transaction Expenses Certificate”)or as otherwise consented to by LTC. (bc) As soon as reasonably practicable (but in any event no later than three (3) Business Days) The Seller shall pay all accounts payable, other current liabilities and capitalized lease obligations that are due and payable on or prior to the Closing Date, SPAC shall deliver to the Company written report setting forth (i) the aggregate amount of cash that will be required to satisfy the exercise of the SPAC Share Redemption; and (ii) a list of all of the SPAC Transaction Expenses (together with written invoices and wire transfer instructions for the payment thereof), solely to the extent such fees and expenses are incurred and expected to remain unpaid as of the close of business on the Business Day immediately preceding the Closing Date (the “SPAC Transaction Expenses Certificate”). (c) Not less than three (3) Business Days prior to the Closing Date, the Company shall deliver to SPAC a spreadsheet (the “Company Share Implied Price Spreadsheet”) setting forth the calculation of the (i) Closing Fuel Oil Price, (ii) Fully-Diluted Company Shares, (iii) Company Share Implied Price and (iv) Exchange Ratio, in each case, in accordance with the terms of this Agreement. As promptly as practicable following the Company’s delivery of the Company Share Implied Price Spreadsheet, the parties hereto shall work together in good faith to finalize and mutually agree on the Company Share Implied Price Spreadsheet in accordance with this Agreement. (d) At least five Prior to the Target Date, the Seller shall repay all its Indebtedness, including but not limited to, accrued but unpaid interest and promissory notes owed to the Shareholder by the Seller; provided, however, that (5i) Business Days all lease obligations under the operating leases set forth under Item (l) of Schedule 1.1 shall not be repaid but shall be assumed by LTC, (ii) a portion of the Seller's Indebtedness to Key Bank, N.A. (the "Bank") may be assigned to the Subsidiary at or prior to Closing and such portion shall be excluded from the Seller's current liabilities pursuant to the Working Capital calculation in Schedule 2.3, and (iii) the portion of the Seller's Indebtedness to the Bank not so assigned and any other Indebtedness not so repaid may be excluded from the Seller's current liabilities pursuant to the Working Capital calculation in Schedule 2.3 provided that it is repaid from the proceeds of the Purchase Price paid to the Seller pursuant to Section 2.2(b)(i). In addition, prior to the Merger Effective TimeTarget Date, Sponsor the Seller shall cause pay all accrued but unpaid dividends, all annual or other bonuses, all legal or other professional fees which are not current, all incurred but unpaid income taxes and all trade payables which are not current; provided that certain trade payables which are not current, which are in dispute and as to which the Seller has advised LTC may remain unpaid. As used herein, the term "Indebtedness" with respect to any person means any obligation of such person for borrowed money, but in any event shall include (a) any obligation or liabilities incurred for all or any part of the purchase price of property or other assets or for the cost of property or other assets constructed or of improvements thereto, other than accounts payable included in current liabilities and incurred in respect of property purchased in the ordinary course of business, (whether or not such person has assumed or become liable for the payment of such obligation) (whether accrued, absolute, contingent, unliquidated or otherwise, known or unknown, whether due or to become due), (b) the face amount of all letters of credit issued for the account of such person and all drafts drawn thereunder, (c) obligations incurred for all or any part of the purchase price of property or other assets or for the cost of property or other assets constructed or of improvements thereto, other than accounts payable included in current liabilities and incurred in respect of property purchase in the ordinary course of business (whether or not such person has assumed or become liable for the payment of such obligation) secured by Liens, (d) capitalized lease obligations, and (e) any guarantees of such person, other than any personal guarantee of the Shareholder under the Leases or the operating leases set forth under Item (l) of Schedule 1.1. (e) The Seller shall not amend or otherwise change its Articles of Incorporation, Bylaws or equivalent organizational documents. (f) The Seller shall not issue, sell, pledge, dispose of, encumber, or, authorize the issuance, sale, pledge, disposition, grant or encumbrance of any shares of its SPAC Class A Shares capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to be converted acquire any shares of such capital stock, or any other ownership interest. (g) The Seller shall not declare, set aside, make or pay any dividend or other distribution, payable in cash, shares, property or otherwise, to any Stockholder or any other person with respect to any of its capital stock. (h) The Seller shall not reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock. (i) The Seller shall not (i) acquire (including, without limitation, for cash or shares of stock, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership or other business organization or division thereof or any assets, or make any investment either by purchase of shares or securities, contributions of capital or property transfer, or, except in the ordinary course of business, consistent with past practice, purchase any property or assets of any other person, (ii) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse or otherwise as an accommodation become responsible for, the obligations of any person, or make any loans or advances, or (iii) modify, terminate, or enter into an equal number any Contract other than as provided herein or in the ordinary course of SPAC Class B Shares business, consistent with past practice. (j) The Seller shall not take any action with respect to accounting policies or procedures other than in the “Sponsor Class A Conversion”ordinary course of business and in a manner consistent with past practices. (k) Except as provided herein, the Seller shall not pay, discharge or satisfy any existing claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of due and payable liabilities reflected or reserved against in its financial statements, as appropriate, or liabilities incurred after the date thereof in the ordinary course of business and consistent with past practice. (l) The Seller shall not acquire or agree to acquire any capital assets, excluding inventory. (m) Except as provided herein, the Seller shall not enter into any transaction with any Shareholder or affiliate thereof. (n) The Seller shall not agree, in writing or otherwise, to take or authorize any of the foregoing actions or any action which would make any representation or warranty in Article 3 untrue or incorrect in any respect.

Pre-Closing Actions. The following transactions shall be effected prior to the Closing Date: At least two (a) No later than three (32) Business Days prior to the Closing Date, , (a) the Company shall provide to SPAC a written report setting forth a list of all of the Company Transaction Expenses (together with written invoices and wire transfer instructions for the payment thereof), solely to the extent such fees and expenses are incurred and expected to remain unpaid as of the close of business on the Business Day immediately preceding the Closing Date (the “Company Transaction Expenses Certificate”). (b) As soon as reasonably practicable (but in any event no later than three (3) Business Days) prior to the Closing Date, SPAC shall deliver to the Company written report setting forth Purchaser: (i) one or more customary payoff letters (the aggregate amount of cash that will be required to satisfy the exercise “Payoff Letters”) in respect of the SPAC Share RedemptionIndebtedness Payoff Amount, which shall be in form and substance reasonably satisfactory to Purchaser and shall authorize and effect the release of all Encumbrances securing the Specified Funded Indebtedness upon payment of the Indebtedness Payoff Amount in full; and and (ii) a list of all one or more Payoff Letters or invoices (with wiring instructions set forth therein) in respect of the SPAC Transaction Expenses Expenses, which shall be in form and substance reasonably satisfactory to the Purchaser; (together with iii) duly executed written invoices and wire transfer instructions for the payment thereofresignations or removals, including termination of any related services agreements (which shall not require any release or waiver, but merely a statement of resignation), solely in form and substance reasonably satisfactory to the extent such fees and expenses are incurred and expected to remain unpaid Purchaser, effective as of the close Closing, of business on each of the Business Day immediately preceding members of the Closing Date boards of directors and boards of managers of the Company and Company Subsidiaries, in each case, that have been requested to resign by the Purchaser in writing to the Company at least seven (the “SPAC Transaction Expenses Certificate”). (c) Not less than three (37) Business Days prior to the Closing Date, ; (iv) if requested by Purchaser with respect to any directors’ qualifying shares or other Equity Interests of any Company Subsidiary held by any Person other than the Company or a wholly owned Subsidiary of the Company, all necessary documentation to effect the transfer of such Equity Interests to the Person or Person(s) designated by Purchaser or duly executed option agreements to permit such transfer at a later date at the unilateral election of Purchaser, all in form and substance reasonably satisfactory to Purchaser; and (v) evidence that the Specified Affiliate Arrangements shall deliver have been settled or terminated without any further liability or obligation to SPAC the Company or any Company Subsidiary. (b) the Seller shall deliver, or cause to be delivered, to the Purchaser a spreadsheet statement (the “Company Share Implied Price SpreadsheetEstimated Closing Statement”) setting forth the calculation Seller’s estimate of the Purchase Price (“Estimated Purchase Price”) and which shall reflect its estimate of (i) Closing Fuel Oil Pricethe aggregate amount of Indebtedness as of the Adjustment Time, (ii) Fully-Diluted Company SharesCash and Cash Equivalents as of the Adjustment Time, (iii) Company Share Implied Price Transaction Expenses as of the Adjustment Time (“Estimated Transaction Expenses”), and (iv) Exchange RatioNet Working Capital as of the Adjustment Time, and including reasonably detailed calculations demonstrating each such component of the Estimated Purchase Price. The Estimated Closing Statement shall be prepared in each case, good faith based upon the books and records of the Company and Company Subsidiaries in accordance with the terms of definitions as provided in this AgreementAgreement and the Accounting Methodology. As promptly as practicable following the Company’s delivery of the Company Share Implied Price Spreadsheet, The Estimated Closing Statement shall be binding on the parties hereto shall work together for purposes of this Section 3.2(b) and for purposes of determining the Estimated Purchase Price in good faith to finalize and mutually agree on the Company Share Implied Price Spreadsheet in accordance with this AgreementSection 3.2(b), absent manifest error. (d) At least five (5) Business Days prior to the Merger Effective Time, Sponsor shall cause all of its SPAC Class A Shares to be converted into an equal number of SPAC Class B Shares (the “Sponsor Class A Conversion”).

Pre-Closing Actions. The following transactions shall be effected On the terms and subject to the conditions set forth in this Agreement, on or prior to the Closing Date: (a) No later than three Seller and the Company shall convert the Company from a corporation organized under the laws of the State of Delaware to a limited liability company organized under the laws of the State of Delaware pursuant to Section 214 of the Delaware Limited Liability Company Act and Section 266 of the DGCL (3the “Conversion”), and as a result of such Conversion all of the Company Shares will be converted into membership interests in the Company (the “Company Membership Interests”); (b) Business Days prior Purchaser shall advance funds to the Closing DateCompany in an amount sufficient to allow the Company to repay all outstanding amounts under and fully discharge the SS/L Credit Agreement and to pay all amounts due to be paid by the Company pursuant to this Agreement, and upon receipt of such funds, the Company shall provide to SPAC a written report setting forth a list of repay all of amounts outstanding under the Company Transaction Expenses (together with written invoices and wire transfer instructions for the payment thereof), solely to the extent such fees and expenses are incurred and expected to remain SS/L Credit Agreement plus all accrued but unpaid interest thereon as of the close of business on the Business Day immediately preceding the Closing Date (and shall cash collateralize or otherwise secure as provided herein all outstanding letters of credit, in accordance with the “Company Transaction Expenses Certificate”). (b) As soon as reasonably practicable (but in any event no later than three (3) Business Days) prior to the Closing Date, SPAC shall deliver to the Company written report setting forth (i) the aggregate amount of cash that will be required to satisfy the exercise of the SPAC Share Redemption; and (ii) a list of all of the SPAC Transaction Expenses (together with written invoices and wire transfer instructions for the payment thereof), solely to the extent such fees and expenses are incurred and expected to remain unpaid as of the close of business on the Business Day immediately preceding the Closing Date (the “SPAC Transaction Expenses Certificate”).applicable provisions thereunder; (c) Not Following the Conversion and immediately prior to the Closing, the Company shall transfer, assign and convey the Transferred Land to Land LLC via a quitclaim deed in exchange for membership interests in Land LLC (the “Land Membership Interests”), and the Company shall lease the Transferred Land from Land LLC pursuant to a “triple net” lease agreement (the “Land Lease”) containing arm’s length market terms and which shall be substantially in the form of Exhibit B hereto (the “Land Distribution”); (d) Following the steps in Section 2.1(c) the Company shall distribute the Land Memberships Interests to the Seller as a dividend; (e) The Company shall pay to Seller the Excess Cash Dividend, as well as the sum of the Historical Intercompany Amount and the Intercompany Amount, by wire transfer of immediately available funds to an account designated by Seller as shall be set forth in a schedule delivered by Seller to Purchaser not less than three (3) Business Days prior to the Closing Date, ; and (f) Seller shall pay to the Company shall deliver to SPAC a spreadsheet (the “all Company Share Implied Price Spreadsheet”) setting forth the calculation Transaction Costs incurred as of the (i) Closing Fuel Oil PriceDate, (ii) Fully-Diluted Company Shares, (iii) Company Share Implied Price and (iv) Exchange Ratio, in each case, in accordance with the terms of this Agreement. As promptly as practicable following the Company’s delivery of if not calculable Seller shall pay them to the Company Share Implied Price Spreadsheet, the parties hereto shall work together in good faith to finalize when finally determined and mutually agree on the Company Share Implied Price Spreadsheet in accordance with this Agreementinvoiced. (d) At least five (5) Business Days prior to the Merger Effective Time, Sponsor shall cause all of its SPAC Class A Shares to be converted into an equal number of SPAC Class B Shares (the “Sponsor Class A Conversion”).