Actions and Deliveries by Buyer. At the Closing, Buyer shall deliver to Seller:
(i) the Purchase Price specified in Section 1.3 above; and
(ii) the certificates and documents required to be delivered by Buyer pursuant to Sections 7.1 and 7.3.
Actions and Deliveries by Buyer. At the Closing, Buyer shall deliver:
(i) to Seller the certificates and documents required to be delivered by Buyer pursuant to Section 7.3;
(ii) to Seller the Bxxx of Sale dated the Closing Date and duly executed by Buyer; 7148758.4
(iii) to Seller the Cross Receipt dated the Closing Date and duly executed by Buyer; and
(iv) to Seller the Assignment and Assumption Agreement dated the Closing Date and duly executed by Buyer.
Actions and Deliveries by Buyer. At the Closing, Buyer shall deliver:
(i) to Lender, any filings or other evidence indicating that any Taxes, fees and charges described in Section 8.4 that are due on or prior to the Closing Date have been paid by Buyer;
(ii) to Lender, the certificates and documents required to be delivered by Buyer pursuant to Section 9.3; and
(iii) to Lender, the Xxxx of Sale dated the Closing Date and duly executed by Buyer;
(iv) to Lender, a wire transfer of immediately available federal funds in an amount required by Section 2.3(e) hereof to extinguish all of Borrower’s Obligations outstanding as of the Closing Date under the Financing Agreement; and;
(v) checks made out to third parties for the Borrower AP Payments; and
(vi) to Xxxxxxxxx, immediately available funds in the amount to pay the amount due on the Closing Date as set forth on the Xxxxxxxxx Payment Schedule.
Actions and Deliveries by Buyer. At the Closing, Buyer shall deliver, or cause to be delivered, to Seller:
(i) the Purchase Price specified in Section 1.5(a) above;
(ii) the Assignment and Assumption Agreement dated the Closing Date and duly executed by Buyer; and
(iii) any valid resale tax certificates in all applicable jurisdictions for any Inventory being acquired by Buyer for resale.
Actions and Deliveries by Buyer. At the Closing, Buyer shall deliver to Xxxxxxxxx:
(i) any filings or other evidence indicating that any Taxes, fees and charges described in Section 8.4 that are due on or prior to the Closing Date have been paid by Buyer;
(ii) the certificates and documents required to be delivered by Buyer pursuant to Section 9.3; and
(iii) the Xxxx of Sale dated the Closing Date and duly executed by Buyer.
Actions and Deliveries by Buyer and/or Parallax (as required). At the Closing, Buyer and/or Parallax (as required) shall deliver to Seller:
(i) the Revenue Sharing Agreement in the form of Exhibit B dated the Closing Date and duly executed by Buyer;
(ii) the Stock Purchase Agreement in the form of Exhibit C dated the Closing Date and duly executed by Buyer;
(iii) the Seller Royalty Agreement in the form of Exhibit D dated the Closing Date and duly executed by Buyer;
(iv) the Limited License Agreement in the form of Exhibit E dated the Closing Date and duly executed by Buyer; and
(v) the certificates and documents required to be delivered by Buyer pursuant to Sections 7.1 and 7.3.
Actions and Deliveries by Buyer. At the Closing, Buyer shall deliver to Seller:
(i) the Purchase Price specified in Section 1.5 above;
(ii) the Assignment and Assumption Agreement dated the Closing Date and duly executed by Buyer;
(iii) any filings or other evidence indicating that any Taxes, fees and charges described in Section 6.6 that are due on or prior to the Closing Date have been paid by Buyer;
(iv) the certificates and documents required to be delivered by Buyer pursuant to Section 7.3;
(v) a sales tax resale certificate for the Inventory;
(vi) the Transition Services Agreement dated the Closing Date and duly executed by Buyer; and
(vii) the Xxxx of Sale dated the Closing Date and duly executed by Buyer.
Actions and Deliveries by Buyer. At the Closing, the Buyer shall deliver to the Seller:
(i) the Purchase Price specified in Section 2.3 above, satisfied by the delivery of the Cash Payment by wire transfer to an account designated by the Seller payable to the Seller or as the Seller may direct, and a share certificate representing the Shares in the name of the Seller;
(ii) the Xxxx of Sale, executed by the Buyer;
(iii) the IP Assignment Agreement, executed by the Buyer;
(iv) the Domain Name Assignment Agreement, executed by the Buyer;
(v) the Trade-xxxx Assignment Agreement, executed by the Buyer; and
(vi) such other agreements and instruments, executed by the applicable parties, as may be reasonably requested by the Seller to fully and effectively consummate the Transactions.
Actions and Deliveries by Buyer. At the Closing, Buyer shall deliver to Seller:
(i) the Corporate Promissory Note dated as of the Closing Date and duly executed by Buyer, in the form attached herewith as Exhibit B-1; and Parallax Behavioral Health, Inc.Intellectual Property Purchase Agreement Return to Top | To Exhibits Index
(ii) the Intellectual Property Pledge and Security Agreement dated as of the Closing and duly executed by the Buyer, in the form attached herewith as Exhibit B-2; and
(iii) the Anti-Dilution Agreement dated as of the Closing Date and duly executed by Buyer, in the form attached herewith as Exhibit C; and
(iv) the Royalty Agreement dated as of the Closing Date and duly executed by Buyer, in the form attached herewith as Exhibit D; and
(v) the certificates and documents required to be delivered by Buyer pursuant to Sections 7.1 and 7.3.
Actions and Deliveries by Buyer. At the Closing, Buyer shall deliver to Seller:
(i) an asset management services agreement (the “Asset Management Services Agreement”) in a form set forth on Exhibit C, pursuant to which Buyer shall agree to engage Seller or an Affiliate or assignee of Seller to manage the operations of the Acquired Assets on behalf of Buyer and pursuant to which Buyer shall agree to provide financing, facilities, and other support for such operations; and
(ii) the certificates and documents required to be delivered by Buyer pursuant to Sections 7.1 and 7.3.
