Closing and Post-Closing Deliveries Sample Clauses

Closing and Post-Closing Deliveries. Contemporaneously with, and subsequent to, as applicable, the execution and delivery of this Agreement:
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Closing and Post-Closing Deliveries. (a) At Closing, Xxxxxxxx shall execute, where applicable, and deliver to Purchaser:
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Closing and Post-Closing Deliveries. (i) On the Closing Date, Xtrana will execute and deliver to Wachovia, National Association ("Escrow Agent"), as escrow agent, the patent assignment instrument attached hereto as Exhibit III (the "Patent Assignment"), to be held in escrow in accordance with the terms and conditions of the Escrow Agreement in the form attached hereto as Schedule 2(e)(i) (the "Escrow Agreement"). On the Closing Date, Xtrana and AB shall execute and deliver to the Escrow Agent and to each other the Escrow Agreement. The Patent Assignment and any money delivered to the Escrow Agent shall be released and delivered by the Escrow Agent as provided in the Escrow Agreement. The Parties agree that: (A) the Patent Assignment shall be released from escrow and delivered to AB, and the Initial Purchase Price (as defined in Section 2(f) below) and any interest earned on the Initial Purchase Price shall be released from escrow and delivered to Xtrana, in the event that all the conditions set forth in Section 2(e)(ii) (the "Consummation Conditions") have been satisfied on or before May 14, 2004, or in the event that AB delivers a written notice to the Escrow Agent directing such delivery of the Patent Assignment to AB and payment of such amounts to Xtrana (the "AB Consummation Notice") on or prior to May 24, 2004, and that otherwise (B) the purchase and sale of the Intellectual Property shall be rescinded as provided in Section 27 hereof and that in such case the Patent Assignment be released and returned to Xtrana and the Initial Purchase Price and any interest thereon be released and delivered to AB. In the event that the conditions set forth in Section 2(e)(ii) have been satisfied on or before May 14, 2004, Xtrana and AB shall promptly issue a joint instruction certificate to the Escrow Agent instructing it to deliver the Patent Assignment to AB and the Initial Purchase Price, plus any interest earned thereon, to Xtrana.
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Closing and Post-Closing Deliveries. (a) At the Closing, the Company shall:
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Closing and Post-Closing Deliveries. At the Closing, to be not later than July 30, 1999 (the "Closing Date"), (i) the Seller shall deliver to the Buyer a Bxxx of Sale for the Acquired Assets in the form attached hereto as EXHIBIT D, (ii) the Buyer shall deliver to the Seller the cash consideration as described in Section 2(c) and shall deliver to Hxxxxxxxx Buyer's letter instructing its transfer agent, American Stock Transfer, to issue the shares of Common Stock and the cash consideration as described in Section 2(c); (iii) the Buyer shall deliver to each of the Management Employees Buyer's letter instructing its transfer agent, American Stock Transfer, to issue the shares of Common Stock as described in Section 2(c); (iv) the Buyer shall deliver to the Seller a document of Assignment and Assumption of Contracts and Assumed Liabilities in the form attached hereto as EXHIBIT E, (v) the Buyer will deliver to each of the Seller, Hxxxxxxxx and the Management Employees the Registration Rights Agreement, and (vi) Hxxxxxxxx shall deliver to Buyer an original executed acknowledgment that all amounts due and owing to Hxxxxxxxx by the Seller have been paid and satisfied in full, and that Hxxxxxxxx releases any and all lien claims in the Acquired Assets, and (vii) Buyer shall cause the share certificates evidencing the shares of common stock described in section 2(c) to be delivered to Hxxxxxxxx and each of the Management Employees as expeditiously as possible but in no event later than August 15, 1999, and (viii) each party shall deliver to the other all such agreements, documents and instruments contemplated by this Agreement or necessary for the conveyance of the Acquired Assets to the Buyer and the assumption of the Assumed Contracts and Assumed Liabilities by the Buyer.
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Closing and Post-Closing Deliveries. (a) Subject to the conditions set forth in Articles IV and V to the closing of the transactions contemplated by this Agreement (the “Closing”) being satisfied or waived (other than those conditions which, by their terms, are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions on the Closing Date), the Closing will occur on November 19, 2012 (the “Closing Date”) at the offices of Xxxx, Weiss, Rifkind, Xxxxxxx and Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000; provided that if the conditions set forth in Articles IV and V to the Closing are not then satisfied or waived, the Closing shall occur at the offices of Xxxx, Weiss, Rifkind, Xxxxxxx and Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 on the second Business Day after the date that all of the conditions set forth in Articles VI and V to the Closing shall have been satisfied or waived (other than those conditions which, by their terms, are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions on the Closing Date) by the party entitled to waive the same, or at such other time, place and date that the Investors and the Company may agree in writing.
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Closing and Post-Closing Deliveries. (a) At or prior to the Closing, the Sellers shall deliver or cause the Seller Stockholder to deliver the following:
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Closing and Post-Closing Deliveries. Except as noted, the following documents and actions will be delivered and taken on or before the Closing Date:
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Closing and Post-Closing Deliveries 
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Related to Closing and Post-Closing Deliveries

  • Closing and Closing Deliveries 22 8.1 Closing........................................................................................22 8.2

  • Closing Deliveries (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):

  • Post-Closing Deliveries (a) The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.15 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion.

  • Closing Closing Deliveries (a) The consummation of the transactions contemplated by this Agreement (the “Closing”) will take place on the Closing Date

  • Seller’s Closing Deliveries At the Closing, Seller shall deliver or cause to be delivered the following:

  • Pre-Closing Deliveries (i) At least ten Business Days prior to the Closing, the Seller will furnish to the Buyer a certificate (the “Estimated Purchase Price Certificate”) setting forth (i) a good faith estimate of the Closing Net Working Capital; (ii) the Estimated Indebtedness (including Paid Indebtedness); (iii) the estimated Seller’s Expenses that remain unpaid as of the Closing; (iv) a good faith estimate of the Company Cash; and (v) a reasonably detailed calculation of the Purchase Price using the Company’s good faith calculation of the foregoing estimates and other amounts (the “Estimated Purchase Price”). The Estimated Purchase Price Certificate will be prepared in accordance with the Calculation Principles, and will not include any changes in assets or liabilities as a result of purchase accounting adjustments arising from, or resulting as a consequence of, the Transactions. The Seller shall (x) provide supporting documentation as may be reasonably requested by the Buyer in order to allow it to review the calculations set forth in the Estimated Purchase Price Certificate, and (y) make appropriate revisions to the Estimated Purchase Price Certificate as are mutually agreed upon by the Seller and the Buyer acting in good faith; provided that if the parties cannot mutually agree upon any proposed revisions to the Estimated Purchase Price Certificate, then, the parties shall use estimates set forth in the Estimated Purchase Price Certificate as prepared by the Seller for Closing, and the Buyer may thereafter seek adjustments pursuant to the remaining provisions of this Section 1.8; and

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

  • Buyer’s Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Closing Deliveries of Buyer At or prior to the Closing, Buyer shall deliver, or cause to be delivered, the following:

  • Company Closing Deliveries At the Closing, the Company shall deliver, or cause to be delivered, to the Purchaser the following:

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