Closing Activities. The following actions shall take place at Closing:
Closing Activities. All tools and equipment will be returned to their normal place of storage during the work period. The time necessary for this purpose is authorized for employees working in the field, but in no case shall it exceed thirty (30) minutes.
Closing Activities. The following activities shall occur contemporaneously with or prior to the Closing.
(a) The two Seller Directors shall have resigned their positions as members of the Board of Directors.
Closing Activities. (a) At the Closing, payment of the Closing Purchase Price shall be made by Buyer, in USD, by electronic funds transfer of immediately available funds to an account or accounts designated in writing by Sellers.
(b) At the Closing, Sellers will sell, assign, convey and transfer (or, where relevant, shall procure the same) to Buyer or, as directed by Buyer, to Buyer’s Affiliate, Sellers’ right, title and interest in, to and under the Purchased Assets free and clear of all Encumbrances (other than Permitted Encumbrances).
(c) At or prior to the Closing, Sellers shall deliver or cause to be delivered to Buyer or to an Affiliate as directed by Buyer the MA in eCTD format.
(d) At the Closing, Sellers and Buyer will have executed and delivered to each other the Xxxx of Sale and Assumption Agreement.
(e) At the Closing, Buyer will have executed and delivered to Sellers any assignment agreement required by the terms of Assigned Contracts to the extent that such assignment agreements have been obtained pursuant to Section 2.5 prior to the Closing.
(f) At Closing, Sellers shall deliver or cause to be delivered to Buyer a letter from Sellers or their agent to the FDA, in the form of Exhibit D-1 attached hereto, duly executed by Seller(s), as applicable, transferring the rights to the MA to Buyer.
(g) At Closing, Buyer shall deliver or cause to be delivered to Seller a letter from Buyer to the FDA, in the form of Exhibit D-2 attached hereto, duly executed by Buyer, in which Buyer confirms that, with effect from Closing:
(i) the Purchased Assets have been transferred to Buyer;
(ii) Buyer has assumed all responsibility for the MA and the Product and commits to adhere to, fulfill and complete all agreements, promises, commitments and conditions made by Sellers to all Governmental Entities for and related to the MA and the Product; and
(iii) it has a complete copy of the Purchased Assets (including those supplements and records that are required to be kept under CFR 314.81).
Closing Activities. Regardless of the cause of termination, the Parties shall in all instances cooperate in closing-out of the Study and, if applicable, comply with all recommendations of the Project steering committee. 10.5
Closing Activities. The following actions shall take place at Closing:
(a) Certificates - Each Party shall deliver to the other Party a certificate in a form reasonably satisfactory to the other Party, dated as of the Closing, and executed by a duly authorized officer, partner, attorney-in-fact or owner, as appropriate, of such Party, certifying that the conditions to Closing as set forth in Sections 10.1(a) or 10.2(a), as the case may be, have been met.
Closing Activities. (a) At the Closing: (i) the Seller shall deliver or cause to be delivered to the Buyer each of the items referred to in Section 8.1(b), in each case duly executed; and (ii) the Buyer shall deliver or cause to be delivered to the Seller each of the items referred to in Section 8.2(c), in each case duly executed.
(b) At the Closing, the Buyer shall pay the Purchase Price to the Seller in the manner set forth in Section 3.1 above, and the Seller shall deliver, or shall cause its relevant Affiliate to deliver, to the Buyer (i) the Product Marketing Materials, (ii) the Regulatory Applications and Regulatory Files in electronic form or hard copy and Product Know How, (iii) all Books and Records, (iv) evidence of releases of all Encumbrances (other than Permitted Encumbrances) relating to the Purchased Assets, (v) copies of all Required Consents; and (vi) copies of all correspondence with the U.S. Patent and Trademark Office and files related to the Product Trademarks.
Closing Activities. Subject to the terms and conditions hereof, on the Closing Date:
(1) The GENBAND Parties shall deliver to PT:
(A) the Xxxx of Sale duly executed by the GENBAND Parties;
(B) the Patent Assignment duly executed by GENBAND US LLC;
(C) the IPLA duly executed by GENBAND US LLC, GENBAND IP Company and GENBAND Ireland Limited; and
(D) such other documents, including the Master Purchase and Sale Agreement referenced in paragraph (b) above, reasonably required by PT or its counsel in order to more fully consummate the transactions contemplated by the Agreement.
(2) PT shall deliver to the GENBAND Parties:
(A) payment by wire transfer of immediately available funds to an account designated by the GENBAND Parties in the amount of the Initial Payment;
(B) the Patent Assignment duly executed by PT;
(C) the IPLA duly executed by PT; and
(D) such other documents, including the Master Purchase and Sale Agreement referenced in paragraph (b) above, reasonably required by the GENBAND Parties or their counsel in order to more fully consummate the transactions contemplated by the Agreement.
Closing Activities. If Closing occurs, at Closing (or such later date expressly set forth below):
(a) Seller and Buyer shall execute multiple originals of the Assignment and such other letters or instruments, including letters in lieu of transfer orders, as may be necessary in order to convey the Assets to Buyer and entitle Buyer to receive all production proceeds attributable to the Subject Properties;
(b) Buyer shall deliver to Seller the Purchase Price, subject to any adjustments mutually agreed to by the Parties, by wire transfer in immediately available funds to the bank designated in writing by Seller prior to Closing;
(c) Within 14 days from Closing, Seller shall deliver to Buyer copies of all files, contracts and documents affecting Seller’s title to the Subject Properties to which Seller has access;
(d) Seller shall deliver to Buyer such executed forms as are required from Seller in order that Buyer may succeed Seller, if applicable, as the operator of the Subject Properties;
(e) Seller shall execute such other instruments and take such other action as may be necessary to carry out its obligations under this Agreement; and
(f) Buyer shall execute such other instruments and take such other action as may be necessary to carry out its obligations under this Agreement.
Closing Activities. The Sellers and Purchaser agree that at 7:00 a.m. local time, or such agreeable time thereafter on the Closing Date, a representative from each of them (the “Representatives”) shall meet at the Truck Stop and shall jointly perform the following functions:
(a) Representatives of the Purchaser shall be permitted to fully inspect the Truck Stop to ensure it is in compliance with the obligations and representations and warranties contained herein and that the Acquired Assets, including the Required Inventory Levels, are in place;
i. If less than the Required Inventory Levels are in place, Purchaser shall receive a credit against the Purchase Price for the amount of inventory (at cost not retail) necessary to meet the minimum Required Inventory Levels.
(b) shall further cooperate to turn over all keys, passwords, accounts, and copies of all records, documents, instruments and any other items necessary for the immediate and complete operation of the Truck Stop; and
(c) verify that as of the Closing there is no less than $100,000 in cash left in the Company’s operating account.
