By Xcel Sample Clauses

By Xcel. At the Closing, Xcel shall deliver or cause to be delivered to the following parties the following items: (1) The Working Capital Repayment by wire transfer of funds to an account designated by EPIL in writing not less than one (1) day prior to the Closing; (2) The Product Financing and Share Payment by wire transfer of funds to an account designated by EPIL (for the benefit of EPIL and EIS) in writing not less than one (1) day prior to the Closing; (3) The Closing Date Interest Payment by wire transfer of funds to an account designated by EPIL in writing not less than one (1) day prior to the Closing; (4) A signature page to this Agreement, duly executed by an authorized representative of Xcel, which signature page shall be delivered to each of the Elan Entities; and (5) An acknowledgment and release letter with respect to the obligations of Xxxxxx-Xxxxx to make payment to Elan in form and substance satisfactory to the Elan Entities.

By Xcel. Notwithstanding any other provision herein to the contrary, Xcel’s obligation to consummate the transactions contemplated by this Agreement is subject, in all events, to the satisfaction (or waiver, which waiver must be evidenced in writing) of the following conditions on or prior to the Closing: (1) All representations and warranties of the Elan Entities contained in this Agreement shall be true and correct in all material respects on and as of the Closing, as though given on such date and the Elan Entities shall have performed all agreements and covenants required by this Agreement to be performed by such parties on or prior to the Closing; (2) No actions or proceedings that question the validity or legality of the transactions contemplated by this Agreement shall have been instituted or threatened and not settled or otherwise terminated; (3) All consents required by any third party to effect the transactions contemplated by this Agreement shall have been obtained; (4) The Elan Entities shall have delivered to Xcel each of the items required to be delivered pursuant to Section 2(b)(ii), (iii) and (iv) above; (5) This Agreement and the transactions contemplated by this Agreement shall have been approved by the Board of Directors of Xcel; and (6) The closing by Xcel (or the concurrent closing with the Closing) of the sale of its newly-issued debt and equity securities (x) to certain third party investors, (y) on terms and conditions satisfactory to Xcel in its sole discretion and (z) in an aggregate amount of not less than Eighty-Eight Million U.S. Dollars (U.S. $88,000,000).