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) Effective as of the Closing, the Seller shall deliver or cause to be delivered to the Purchaser:
(i) one or more bills of sale and assignment and assumption agreements, each substantially in the form attached hereto as Exhibit D (the “Bills of Sale”), duly executed by the Seller and each of its Affiliates that has any right, title or interest in the Purchased Assets, pursuant to which (A) the Purchaser (or one or more Acquiring Entities) shall acquire all of their right, title and interest in, to and under the Purchased Assets, and (B) the Seller or its applicable Affiliate shall delegate to the Purchaser (or one or more Acquiring Entities) the Assumed Liabilities, together with such other transfer instruments or documents as may be necessary or desirable to transfer, or evidence the transfer, of each Purchased Financing Contract and each other Purchased Asset to the Purchaser or the applicable Acquiring Entity, as may be reasonably requested by the Purchaser in a form mutually agreeable to the Seller and the Purchaser;
(ii) a receipt or receipts for the Initial Payment;
(iii) opinions, dated as of the date hereof, from Cravath, Swaine & Mxxxx LLP and Vorys, Sxxxx, Xxxxxxx and Pxxxx LLP, legal counsel to the Seller;
(iv) (A) each of the Ancillary Agreements, executed by the Seller and each Affiliate party thereto, and (B) any and all escrows, deposits, security, impounds, accounts or other Credit Enhancements or additional collateral relating to any Purchased Asset;
(v) (A) the amendments set forth on Schedule 5.08(a) executed by the parties thereto (including Ambac) and the Seller, if a party thereto and (B) any ratings confirmations from any rating agencies required under the Securitization Documents; and
(vi) an affidavit of non-foreign status of the Seller that complies with Section 1445 of the Code.
(b) At the Closing:
(i) the Purchaser shall (and/or shall cause one or more Acquiring Entities to) pay to the Seller the Initial Payment, by wire transfer of immediately available funds, to an account designated to the Purchaser in writing by the Seller; and
(ii) the Purchaser shall deliver or cause to be delivered to the Seller:
(A) one or more Bills of Sale providing for the assumption of the Assumed Liabilities, duly executed by the Purchaser (or one or more Acquiring Entities), pursuant to which the Purchaser (or one or more Acquiring Entities) shall accept the Purchased Assets and assume the Assumed Liabilities, together with such other transfer i...
Closing Deliveries and Payments. 17 2.5. Working Capital and Cash on Hand and Indebtedness Adjustment. 19
Closing Deliveries and Payments. (a) At the Closing, the Company shall deliver or cause to be delivered to the Buyer:
(i) a certificate of a duly authorized officer of the Company certifying as to the matters set forth in Section 6.1(a), Section 6.1(b) and Section 6.1(e); and Table of Contents THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
(ii) a certificate of good standing from the Secretary of State of the State of Delaware with respect to the Company, dated no earlier than five (5) Business Days prior to the date of the Closing Date.
(b) At the Closing, Holdco shall deliver or cause to be delivered to the Buyer:
(i) a duly executed counterpart to an amendment to the limited liability company agreement of the Company, reflecting the assignment of the Interests from Holdco to the Buyer;
(ii) the resignations, effective as of the Closing, of such managers of the Company as are requested in writing by the Buyer at least three (3) Business Days prior to the Closing Date;
(iii) a validly completed IRS Form W-9 for Holdco and a certificate satisfying the requirements of Treasury Regulations Section 1.1445-2(b) certifying that Holdco is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code;
(iv) a certificate of a duly authorized officer of Holdco certifying as to the matters set forth in Section 6.1(c), Section 6.1(d) and Section 6.1(e);
(v) a duly executed counterpart to the Escrow Agreement;
(vi) a duly executed counterpart to the Supply Agreement;
(vii) a duly executed counterpart to the Transitional Services Agreement;
(viii) the duly executed (by Olive and the Company) Technology License Agreement;
(ix) the duly executed (by Olive and the Company) Trademark Assignment Agreement; and
(x) the duly executed (by Holdco and the Company) Sublease Agreement.
(c) At the Closing, the Buyer shall:
(i) pay (or cause to be paid) an amount equal to the Payoff Amount set forth in the Payoff Letters, by wire transfer of immediately available funds in the amounts and to the accounts set forth in the Payoff Letters, which payment shall satisfy and discharge in full all obligations of the Company under the Company Credit Facility;
(ii) pay (or cause to be paid) to the Escrow Agent, by wire transfer of immediately available funds, an amount equal to the Escrow Amount into the Escrow Account; Table of Contents THIS EXHIBIT HAS BEEN R...
Closing Deliveries and Payments. The obligations of the Parties to consummate the Closing shall be subject to:
Closing Deliveries and Payments. (a) 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, to each Seller an aggregate amount in cash equal to the portion of the Purchase Price set forth opposite the name of such Seller on Annex I hereto.
(b) Each of the conditions set forth in Article VI shall have been satisfied by the Parties.
(c) Upon the terms and subject to the conditions set forth in this Agreement, each Seller shall deliver or cause to be delivered at the Closing to the Buyer with respect to all Shares to be purchased by Buyer and sold by such Seller hereunder, certificates representing all of such Shares, in proper form for transfer to Buyer.
Closing Deliveries and Payments. The Purchaser shall have delivered the items and made the payments contemplated by Section 2.9.
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. The deliveries and payments required to be made by Parent under Section 2.11;
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").
