Buyer Closing Deliveries Sample Clauses

Buyer Closing Deliveries. At the Closing, Buyer will deliver or cause to be delivered: (a) an amount equal to the Closing Cash Payment, which amount will be directed to Seller by wire transfer of immediately available funds to an account designated by Seller in writing at least two (2) Business Days prior to the Closing; (b) the Escrow Amount to the Escrow Agent, via wire transfer of immediately available funds; (c) to Seller and, if applicable, Parent, the Conveyance Agreement, Escrow Agreement, and Transition Services Agreement, duly executed by Buyer; (d) to Seller, a certificate, executed on behalf of Buyer by a duly authorized officer of Buyer, in form and substance reasonably satisfactory to Seller, dated the Closing Date, confirming that the conditions precedent in Sections 9.3(a) and 9.3(b) have been satisfied; (e) to Seller, a certificate, executed on behalf of Buyer by a duly authorized officer of Buyer, in form and substance reasonably satisfactory to Seller, dated the Closing Date, together with copies of (i) the resolutions adopted by Buyer authorizing the execution, delivery and performance of this Agreement and the completion of the transactions contemplated hereby, and (ii) a written certification identifying the individuals duly authorized to execute this Agreement on Buyer’s behalf and any Ancillary Document, or any other instruments or documents related hereto or thereto to which Buyer is or will at the Closing be a party as the binding obligation of Buyer, which certification will confirm that such copies are correct and complete and that such resolutions were duly adopted, have not been amended or rescinded and are in full force and effect.; and (f) such other typical and customary certificates, documents and instruments as Seller may reasonably request related to the transactions contemplated hereby.

Buyer Closing Deliveries. At the Closing, Buyer shall deliver or cause to be delivered the following:

Buyer Closing Deliveries. At the Closing, Buyer shall deliver or cause to be delivered to Seller or the Escrow Agent the following:

Buyer Closing Deliveries. Buyer shall deliver to Novartis at the Closing: (a) the Xxxx of Sale, duly executed by Buyer; (b) [Intentionally omitted]; (c) the Subscription Agreement, duly executed by Mereo; (d) [Intentionally omitted]; and (e) a loan note, dated the Closing Date, in the form attached hereto as Exhibit F (the “Loan Note”), duly executed by Buyer.

Buyer Closing Deliveries. At or prior to the Closing, Buyer shall have delivered to Seller (or such other applicable Person(s)) the following: (a) the Purchase Price; (b) a counterpart signature page to the Transition Services Agreement, duly executed by Buyer; (c) a certified copy of the resolutions of the sole member of Buyer authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; and (d) evidence reasonably acceptable to Seller that Buyer has obtained products liability insurance coverage for the Acquired Company in an amount and having such terms (including premiums, deductibles and policy limits) as are customary for the business of the Acquired Company. Any Contract or document to be delivered to Seller pursuant to this Section 6.2, the form of which is not attached to this Agreement as an exhibit, shall be in form and substance reasonably satisfactory to Seller.

Buyer Closing Deliveries. At Closing, Buyer shall deliver or cause to be delivered to Seller: (i) the Warrant, duly executed by the Buyer; (ii) the Lock-Up Agreement, duly executed by MDB Capital; (iii) the Bxxx of Sale and General Assignment Agreement, duly executed by Buyer; (iv) the Patent Assignment Agreement, duly executed by Buyer; and (v) a copy of all Consents and Waivers to which Buyer is a party, duly executed by Buyer.

Buyer Closing Deliveries. Buyer shall make the following deliveries at Closing to Seller (or deposit such documents and other items with Escrow Agent to be held in escrow and delivered to Seller at Closing): (a) an assignment and assumption of the Operating Agreements, the Equipment Leases, Bookings, and Leases (an “Assignment of Contracts and Leases”) duly executed by Buyer in substantially the form of Exhibit A attached hereto; (b) a general assignment and assumption of the Licenses and Permits and Intangible Property in the form of Exhibit D attached hereto (the “Assignment of Intangibles”), duly executed by Buyer; (c) the New Franchise Agreement, duly executed by Franchisor and Buyer, and any other instruments or documents required to be signed and/or delivered by Franchisor in order for Buyer to satisfy its obligations under Section 4.5; (d) such other documents and instruments as may be reasonably requested by Title Company in order to consummate the transactions described in this Agreement; (e) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and duly executed by Buyer; and (f) a closing statement for the Assets prepared and approved by Seller and Buyer, consistent with the terms of this Agreement.

Buyer Closing Deliveries. At the Closing, Buyer shall deliver or cause to be delivered to Seller the following: (i) the Initial Purchase Price by wire transfer of immediately available funds to an account or accounts designated in writing by Seller in accordance with Section 3.2; (ii) a counterpart of the Transition Services Agreement and Trademark License Agreement, duly executed by Buyer; and (iii) a counterpart of the Restrictive Covenant Agreement, duly executed by Buyer.

Buyer Closing Deliveries. The Sellers’ Representative shall have received the closing deliveries set forth in Section 2.8.

Buyer Closing Deliveries. Buyer will have delivered (or caused to be delivered) the closing deliveries set forth in Section 3.3(b).