Closing Deliveries and Payments. At the Closing, on the terms and subject to the conditions set forth in this Agreement:
Closing Deliveries and Payments. (a) At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser:
Closing Deliveries and Payments. The obligation of the Lender to make the Loans is, in addition to the conditions precedent specified elsewhere in this Article II, subject to the condition precedent that the Lender shall have received all of the following, where appropriate, duly executed and dated the Closing Date and in form and substance satisfactory to the Lender and its counsel:
Closing Deliveries and Payments. 17 2.5. Working Capital and Cash on Hand and Indebtedness Adjustment. 19
Closing Deliveries and Payments. (a) Buyer Closing Deliveries and Payments. Upon the terms and subject to the conditions set forth in this Agreement, the Buyer shall deliver or cause to be delivered at the Closing the payments set forth in Annex IV hereto (the “Funding Schedule”), including: • the Escrowed Amount to be deposited with the Escrow Agent pursuant to Section 2.2(b); • the portion of the Purchase Price to be paid to each Shareholder pursuant to Section 2.2; • the Closing Debt Amount referenced in Section 2.2(a)(ii); • the Seller Transaction Expenses to be paid by the Buyer at Closing; and • the payments to be made to the Phantom Plan Participants at Closing pursuant to the Phantom Plan Payment Agreement. All payments to be made to the Sellers as provided above will be made to the Sellers by wire transfer pursuant to the wire instructions previously delivered by the Sellers to the Buyer. The Buyer and the Company will be entitled to deduct and withhold from any amounts payable under this Agreement any withholding Taxes or other amounts required under the Code or any applicable Legal Requirement to be deducted and withheld in connection with payments to be made under this Agreement and in connection with any withholding obligations arising in connection with the Services Business Transfer and related distribution of the equity of the New Services Entity to the Shareholders. To the extent that any such amounts are so deducted or withheld and paid over to the appropriate Governmental Authority, such amounts will be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.
Closing Deliveries and Payments. (a) At the Closing, the Company shall deliver or cause to be delivered to the Buyer:
Closing Deliveries and Payments. On the Closing Date, Xtrana will execute and deliver to AB the Patent assignments in the form of Exhibit III hereto (the "Patent Assignment").
Closing Deliveries and Payments. 16 2.7. Surrender and Payment Procedures. 18 2.8. Dissenting Shares. 18 2.9. Adjustments. 19 2.10. Withholding Rights. 19 2.11. Closing Date Estimates; Purchase Price Adjustment. 19 2.12 Escrow. 23 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. 23 3.1. Power and Authorization. 23 3.2. Organization. 23 3.3. Capitalization and Subsidiaries. 24 3.4. No Violation; Approvals and Consents. 25 3.5. Financial Statements, Etc. 25 3.6. Assets. 27 3.7. Absence of Changes. 27 3.8. Taxes. 27 3.9. Real Property. 30 3.10. Legal Compliance. 31 3.11. Company Plans. 31 3.12. Intellectual Property. 33 3.13. Permits. 35 3.14. Environmental Matters. 35 3.15. Material Contracts. 35 3.16. Transactions with Affiliates. 38 3.17. Litigation; Governmental Orders. 38 3.18. Insurance. 38 3.19. Labor Matters. 38 3.20. Bank Accounts; Powers of Attorney. 39 3.21. Material Customers. 39 3.22. Brokers. 39 4. REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. 40 4.1. Organization, Power and Standing. 40 4.2. Authorization. 40 4.3. No Violation or Approval; Consents. 40 4.4. Availability of Funds. 41 4.5. Brokers. 41 5. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF PARENT AND MERGER SUB. 41 5.1. Bring-Down of Representations and Warranties. 41 5.2. Performance of Obligations. 42 5.3. No Material Adverse Effect. 42 5.4. Compliance Certificate. 42 5.5. No Legal Restraint. 42 5.6. HSR Clearance. 42 5.7. Delivery of Escrow Agreement. 42 5.8. Resignations. 42 5.9. FIRPTA Certificate. 42 5.10. Secretary’s Certificate. 42 5.11. Payoff Letters. 42 5.12. Tail Insurance. 43 5.13. Dissenters’ Rights. 43 5.14. Release of Affiliate Obligations. 43 6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY. 43 6.1. Bring-Down of Representations and Warranties. 43 6.2. Performance of Obligations. 43
Closing Deliveries and Payments. The deliveries and payments required to be made by Parent under Section 2.11;
Closing Deliveries and Payments. The obligations of the Parties to consummate the Closing shall be subject to:
