02Closing Deliverables Sample Clauses

02Closing Deliverables. (a) At the Closing, Sellers shall deliver to Buyer the following: (i) the Escrow Agreement, duly executed by each Seller; (ii) a ▇▇▇▇ of sale in the form of Exhibit B hereto (the “▇▇▇▇ of Sale”) and duly executed by each Seller, transferring the Tangible Personal Property included in the Purchased Assets to Buyer; (iii) an assignment and assumption agreement in the form of Exhibit C hereto (the “Assignment and Assumption Agreement”) and duly executed by each Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (iv) a Sublease Agreement in the form of Exhibit D (the “Sublease Agreement”), duly executed by each Seller and the Landlord; (v) duly executed third party consents to assignment for the Assigned Contracts listed on Schedule 3.02(a)(v); (vi) the Referral Agreement duly executed by each Seller in the form of Exhibit E (the “Referral Agreement”); (vii) the Transition Services Agreement duly executed by each Seller in the form of Exhibit F (the “Transition Services Agreement”); (viii) a duly completed and executed certificate of non-foreign status with respect to each Seller pursuant to Treasury Regulations Section 1.1445-2(b) (collectively, the “FIRPTA Certificates”); and (ix) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. (b) At the Closing, Buyer shall deliver to Sellers the following: (i) an amount, in cash, equal to (x) the Base Price plus (y) the WC Variance Amount minus (z) the Escrow Amount, by wire transfer of immediately available funds to an account designated in writing by Sellers to Buyer; (ii) the Escrow Agreement duly executed by Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer; (iv) the Referral Agreement duly executed by Buyer; (v) the Transition Services Agreement duly executed by Buyer; and (vi) the Sublease Agreement duly executed by Buyer. (c) At the Closing, Buyer shall deliver to the Escrow Agent the following: (i) the Indemnity Escrow Amount, by wire transfer of immediately available funds to an account designated in writing by the Escrow Agent to Buyer, to be held in an indemnity escrow account pursuant to the terms of the Escrow Agreement; (ii) the Adjustment Escrow Amount, by wire transfer of immediately available funds to an account designated in writing by the Escrow Agent to Buyer, to be held in an ...
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02Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer the following: (i) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the board of directors of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder; and (ii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the Purchase Price; and (ii) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the board of directors of Buyer, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (B) the names and signatures of the officers of Buyer authorized to sign this Agreement and the documents to be delivered hereunder. Article III Representations and warranties of seller Seller represents and warrants to Buyer that the statements contained in this Article III are true and correct as of the date hereof. For purposes of this Article III, "Seller's knowledge," "knowledge of Seller" and any similar phrases shall mean the actual or constructive knowledge of any director or officer of Seller, after due inquiry.
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02Closing Deliverables. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to the Company the following: (i) this Agreement executed by the Company; (ii) the Note, registered in the name of the Investor, with an original principal amount equal to $ [·]; (iii) the Warrant, registered in the name of the Investor, for the purchase of such Investor’s Warrant Coverage Number of shares of Common Stock; (iv) an officer’s certificate of the Company certifying the Company’s: (A) certified charter (or similar formation document); (B) good standing certificate in its state of incorporation (or formation); (C) bylaws (or similar governing document); (D) resolutions of the Board of directors (or similar governing body) approving and authorizing the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby. (b) On or prior to the Closing Date, the Investor shall deliver or cause to be delivered to the Company the following: (i) this Agreement executed by the Investor; and (ii) such Investor’s Subscription Amount by wire transfer to the Company pursuant to the wiring instructions set forth in Section 2.03(c).
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02Closing Deliverables. (a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following: (i) a b▇▇▇ of sale and assignment agreement in the form of Exhibit C attached hereto (the “B▇▇▇ of Sale”) and duly executed by Seller, transferring and effecting the assignment of the Purchased Assets to Buyer; (ii) copies of all consents, approvals, waivers and authorizations referred to in Schedule 2.020 of the Disclosure Schedules; and (iii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the Purchase Price; (ii) the B▇▇▇ of Sale duly executed by Buyer (iii)the Seller Note duly executed by Buyer
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Related to 02Closing Deliverables

  • Closing Deliverables (a) At or prior to the Closing, the Seller Representative shall deliver to Holdings the following: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

  • Closing Deliveries (a) Except as otherwise indicated below, at the Closing, Seller shall deliver the following to Buyer: (i) each of the Ancillary Agreements (other than the Novation Agreement, the Pharmacovigilance Agreement and the Quality Agreement) to which Seller or any of its Affiliates is a party, validly executed by a duly authorized representative of Seller or its applicable Affiliate; (ii) a receipt acknowledging receipt of the Closing Payment in satisfaction of Buyer’s obligations pursuant to Section 2.3.1(a), validly executed by a duly authorized representative of Seller; (iii) the tangible Purchased Assets; provided, that (A) delivery shall, unless the Parties otherwise mutually agree, be to the locations and on the timeframes set forth in Schedule 2.4.2(a)(iii), and (B) Seller may retain copies of the Purchased Regulatory Documentation and the Purchased Product Records included within the Purchased Assets and the Purchased Contracts (and, for the avoidance of doubt, prior to delivering or making available any files, documents, instruments, papers, books and records containing Purchased Product Records or constituting Purchased Regulatory Documentation to Buyer, Seller shall be entitled to redact from such files, documents, instruments, papers, books and records any information to the extent that it does not relate to the Product Business); and (iv) a certificate, dated as of the Closing Date, validly executed by a duly authorized officer of Seller, certifying that all of the conditions set forth in Section 6.2.1, Section 6.2.2 and Section 6.2.3 have been satisfied. (b) At the Closing, Buyer shall deliver the following to Seller: (i) each of the Ancillary Agreements (other than the Pharmacovigilance Agreement and the Quality Agreement) to which Buyer or any of its Affiliates is a party, validly executed by a duly authorized representative of Buyer or its applicable Affiliate; (ii) the Closing Payment in accordance with Section 2.3.1 (along with a U.S. Federal Reserve reference or similar number evidencing execution of such payment); and (iii) a certificate, dated as of the Closing Date, validly executed by a duly authorized officer of Buyer, certifying that all of the conditions set forth in Section 6.3.1 and Section 6.3.2 have been satisfied. (c) Buyer shall conduct a quality and completeness review of the Purchased Regulatory Documentation transferred to it pursuant to Section 2.4.2(a)(iii) promptly following such transfer and, within 30 days after such transfer, shall notify Seller in writing of any problems or issues experienced by Buyer regarding the completeness, navigation or readability of such transferred Purchased Regulatory Documentation that Buyer reasonably and in good faith believes are related to the transfer of such Purchased Regulatory Documentation (and not, for example, related to Buyer system capabilities or compatibility). Seller shall use its commercially reasonable efforts to assist Buyer in remedying any such problems or issues (if any) as soon as reasonably practicable following Seller’s receipt of Buyer’s notice of the same.