(c)The consents or approvals for assignment of the Company Significant Contracts listed in Schedule 5.2(c) have been obtained, and the consents or approvals of the Third Parties or Governmental Bodies set forth on Schedule 5.2(c) have been obtained;
(d)delivery of a transition services agreement in substantially the form attached hereto as Exhibit D; and
(e)Seller Parties shall deliver, or cause to be delivered to Purchaser, the following:
(i)a non-foreign affidavit from ATI dated as of the Closing Date, sworn under penalty of perjury in accordance with the requirements of the Treasury Regulations issued pursuant to Section 1445 of the Code, in a form reasonably satisfactory to Purchaser, stating that ATI is not a “foreign person” as defined in Section 1445 of the Code;
(ii)a certificate of good standing from the Secretary of State of the State of Delaware and any other jurisdictions in which the Company is qualified to do business;
(iii)written resignations of all officers and directors of the Company, to be effective as of the Closing;
(iv)the Escrow Agreement, duly executed by Seller Parties; and
(v)a certificate of each Seller Party, executed by an officer of such Seller Party, that each of the conditions set forth in Section 5.2(a) and Section 5.2(b) has been satisfied (the “Seller Certificate”).
5.3Conditions to Obligations of the Seller Parties. The obligations of the Seller Parties to consummate the Transactions are subject to the satisfaction or waiver, at or prior to the Closing, of each of the following conditions:
(a)the representations and warranties of Purchaser contained in this Agreement shall be true and correct as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties relate to an earlier date, in which case as of such earlier date), except as the failure to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Purchaser to consummate the Transactions;
(b)Purchaser shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date; and
(c)Purchaser shall deliver, or cause to be delivered, the Escrow Agreement, duly executed by Purchaser and the Escrow Agent.
(d)Purchaser shall deliver to Seller Parties a certificate of Purchaser, executed by an officer of Purchaser, that each of the conditions set forth in Section 5.3(a) and Section 5.3(b) has been satisfied.
[*** ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.