Actions of Seller at the Closing. At the Closing, Seller shall:
Actions of Seller at the Closing. At the Closing, Seller shall (and, as applicable, shall cause the Company to):
Actions of Seller at the Closing. At the Closing, Seller shall execute (where applicable) and deliver to Buyer the following, all of which shall be in form and content reasonably satisfactory to Buyer:
Actions of Seller at the Closing. At the Closing, Xxxxxxx and/or CBM Corp, as required, shall:
Actions of Seller at the Closing. At the Closing, Seller shall (and, as applicable, shall cause the Company to): (a) Execute and deliver to Buyer counterparts of an assignment, substantially in the form as that attached as Exhibit H (the
Actions of Seller at the Closing. At the Closing and unless otherwise waived in writing by Buyer, Seller shall deliver to Buyer the following:
Actions of Seller at the Closing. At the Closing, the following documents shall be delivered and the following actions shall be taken by Seller and the documents and actions set forth in Section 12.06 shall be delivered and taken by Buyer, the execution of each document and the occurrence of each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others:
Actions of Seller at the Closing. At the Closing, BBC and/or Circle B shall:
Actions of Seller at the Closing. At the Closing, Seller shall deliver to Purchaser each of the following items: (a) such bills of sale and assignment instruments, including a Bill of Sale and an Assignment and Assumption Agreement in txx xorms respectively set forth in Exhibits A and B annexed hereto, as shall be appropriate to carry out the intent of this Agreement and sufficient to sell, convey, transfer, assign and deliver to Purchaser all right, title and interest of Seller in and to the Acquired Assets, free and clear of all liens, charges and encumbrances; (b) such certificates, instruments, opinions and documents as are required to be delivered by Seller pursuant to the terms of this Agreement, including the St. Louis Packaging Agreement (as defined in Section 8.4 below) and the Noncompetition Agreement in the form set forth in Exhibit C annexed hereto and (c) such other instruments and documents (including, but not limited to, purchase price allocation and the Consents to the assignments of the Patheon Agreement and the Banner Agreement as defined below, if consent is required by the terms of these two agreements) as are contemplated by this Agreement or as counsel for Purchaser may reasonably require as necessary or desirable in connection with the transactions contemplated by this Agreement. Seller will deliver or cause to be delivered to Purchaser at Closing all of the Acquired Assets except (i) Inventory shall be shipped by Seller to Purchaser's office F.O.B. Seller's warehouse within one business day after the Closing Date (ii) Sample Inventory shall be delivered to Seller as set forth in Section 2.2(b) above, (iii) managed care agreements and related managed care and Medicaid information shall be delivered as provided in the Memorandum of Understanding Regarding Transition Services (as defined in Section 3.4 below), and (iv) the Acquired Assets described in subsections (b), (c), (f) and (i) of Section 1.1 shall be delivered within seven (7) calendar days after the Closing Date.
