Common use of Closing Deliveries by Purchaser Clause in Contracts

Closing Deliveries by Purchaser. Purchaser shall deliver or cause to ------------------------------- be delivered to Seller the following: (i) the Purchase Price, payable to an account designated by Seller (other than the Escrowed Funds, which will be delivered to the Escrow Agent); (ii) the Escrow Agreement; (iii) an Assignment and Assumption Agreement in respect of the Leased Real Estate in the form of Exhibit E-1 to E-3 attached hereto (collectively the "Assignment and Assumption of Leased Real Estate"); (iv) an Assignment and Assumption Agreement in respect of the Xxxx Leases in the form of Exhibit F attached hereto (the "Assignment and Assumption of Xxxx Leases"); (v) an Assignment and Assumption in respect of the Assumed Contracts in the form of Exhibit G attached hereto (the "Assignment and Assumption of Assumed Contracts") (vi) an Assignment and Assumption Agreement in respect of the Assumed Liabilities other than the Leased Real Estate, the Xxxx Leases and the Assumed Contracts, in the form of Exhibit H attached hereto (the "Assignment and Assumption of Other Assumed Liabilities"); (vii) a closing statement mutually acceptable to Purchaser and Seller (the "Closing Statement"); (viii) the Supply Agreement; (ix) the License Agreement; and (x) all other documents and instruments reasonably required to be delivered to Seller at or prior to the Closing to evidence the consummation of the transactions contemplated hereby.

Closing Deliveries by Purchaser. At the Closing, the Purchaser shall deliver deliver, or cause to ------------------------------- be delivered to Seller delivered, the following: (i) the Purchase PriceAgreed Provider Payment and the amount paid by the Company pursuant to Section 2.2(b)(i) shall be paid and delivered, payable to an account designated by Seller (other than on behalf of the Escrowed FundsCompany, which will be delivered directly to the Escrow Agent)applicable medical providers promptly, but in no event later than seven (7) Business Days, after Closing (provided, that the Purchaser shall (A) provide to the Company for its review and approval (not to be unreasonably withheld or delayed) a list of the recipients and amounts of the Agreed Provider Payment prior to such payment and (B) certify in writing the delivery of such payments promptly following said payments; (ii) notwithstanding the Escrow Agreementforegoing, it is understood that any remaining Closing Date Provider Liability in excess of the balance of the Network Account immediately prior to the payment of the Agreed Provider Payment (but giving effect to a payment made by the Company pursuant to Section 2.2(b)(i))) (such shortfall amount, the “Provider Liability Shortfall”) are (A) an Assumed Liability solely the responsibility of the Purchaser to the extent such Provider Liability Shortfall relates to Provider Liabilities that arose on or after November 2, 2015 (the “Assumed Provider Liability Shortfall”) and (B) a Retained Liability solely the responsibility of the Sellers to the extent such Provider Liability Shortfall relates to Provider Liabilities that arose prior to November 2, 2015 (the “Retained Provider Liability Shortfall”) (provided, however, that (i) in the event the Purchaser receives following the Closing any payment from a customer on account of a particular Provider Liability that is a Retained Liability, then the Sellers shall be credited with having paid such amount to the Purchaser on account of such particular Provider Liability or, if such payment from a customer is received following a payment by the Sellers to Purchaser of such amount pursuant to this Section 2.2(c)(ii), then the Purchaser shall reimburse the Sellers for such amount and (ii) nothing in this Section 2.2(c)(ii) shall affect the agreement between the Sellers and Purchaser with respect to the Assumed Liabilities subject to Section 1.3(a)(iv) or the Retained Liabilities subject to Section 1.4(ii); (iii) an Assignment and Assumption Agreement in respect of the Leased Real Estate in Transition Services Agreement, duly executed by the form of Exhibit E-1 to E-3 attached hereto (collectively the "Assignment and Assumption of Leased Real Estate")Purchaser; (iv) an Assignment and Assumption Agreement in respect of the Xxxx Leases in of Sale duly, duly executed by the form of Exhibit F attached hereto (the "Assignment and Assumption of Xxxx Leases")Purchaser; (v) an the Assignment and Assumption in respect of Agreement, duly executed by the Assumed Contracts in the form of Exhibit G attached hereto (the "Assignment and Assumption of Assumed Contracts")Purchaser; and (vi) an Assignment and Assumption Agreement in respect of the Assumed Liabilities other than the Leased Real Estate, the Xxxx Leases and the Assumed Contracts, in the form of Exhibit H attached hereto (the "Assignment and Assumption of Other Assumed Liabilities"); (vii) a closing statement mutually acceptable to Purchaser and Seller (the "Closing Statement"); (viii) the Supply Agreement; (ix) the License Agreement; and (x) all such other documents and instruments as the Sellers may reasonably required request that are reasonably necessary to be delivered to Seller at or prior to effectuate the Closing to evidence the consummation of the transactions transaction contemplated herebyunder this Agreement.

Closing Deliveries by Purchaser. Purchaser shall deliver or cause ------------------------------- to ------------------------------- be delivered to Seller prior to or at the Closing the following: (ia) A certificate dated the Closing Date and signed by an authorized officer of Purchaser certifying that the representations and warranties of Purchaser made in this Agreement are true and correct in all material respects as of the Closing as though made on and as of the Closing Date, that Purchaser has complied with and performed in all material respects the covenants and agreements of Purchaser set forth in this Agreement required to be complied with or performed prior to or at the Closing, and that no Proceeding by any Governmental Authority or other person shall have been instituted or threatened against Purchaser which seeks to enjoin, restrain or prohibit, or which questions the validity or legality of, the transactions contemplated hereby or which otherwise seeks to affect or could affect the transactions contemplated hereby; (b) A Certificate from the Secretary of Purchaser, in form and substance reasonably satisfactory to Seller, setting forth the resolutions of the Board of Directors of Purchaser authorizing the execution, delivery and performance of this Agreement and all Ancillary Documents to be executed by Purchaser in connection herewith, the transactions contemplated hereby and thereby and the taking of any and all actions deemed necessary or advisable to consummate the transactions contemplated hereby and thereby, by or on behalf of Purchaser; (c) Payment of the Purchase Price, payable to an account designated by Seller (other than Price on the Escrowed Funds, which will be delivered to basis of the Escrow AgentEstimated Purchase Price as provided in Paragraph 2.3(a); (iid) the Escrow Agreement; (iii) an The Assignment and Assumption Agreement in respect Agreements, duly executed by Purchaser; and (e) An opinion, dated the Closing Date, of the Leased Real Estate Xxxxxxx & Xxxx, S.C., substantially in the form of Exhibit E-1 to E-3 attached hereto (collectively the "Assignment and Assumption of Leased Real Estate"3.5(e); (iv) an Assignment and Assumption Agreement in respect of the Xxxx Leases . -------------- The statements contained in the form certificates delivered by Purchaser pursuant to Paragraph 3.5(a) and 3.5(b) shall constitute warranties of Exhibit F attached hereto (Purchaser which shall survive the "Assignment and Assumption of Xxxx Leases"); (v) an Assignment and Assumption in respect of the Assumed Contracts in the form of Exhibit G attached hereto (the "Assignment and Assumption of Assumed Contracts") (vi) an Assignment and Assumption Agreement in respect of the Assumed Liabilities other than the Leased Real Estate, the Xxxx Leases and the Assumed Contracts, in the form of Exhibit H attached hereto (the "Assignment and Assumption of Other Assumed Liabilities"); (vii) a closing statement mutually acceptable to Purchaser and Seller (the "Closing Statement"); (viii) the Supply Agreement; (ix) the License Agreement; and (x) all other documents and instruments reasonably required to be delivered to Seller at or prior to the Closing to evidence the consummation of the transactions contemplated herebyClosing.

Closing Deliveries by Purchaser. On the Closing Date, the Purchaser shall deliver deliver, or shall cause to ------------------------------- be delivered to Seller the Sellers’ Representative, the following: (ia) The Cash Payment less the Deposit, together with all accrued interest thereon (which Deposit shall be applied against the Purchase PricePrice and credited to the Purchaser at Closing) in accordance with Section 3.1, payable less the amount of payments, if any, to an account designated be made to certain creditors of the Corporation in accordance with written instructions to be provided by Seller the Sellers’ Representative to the Purchaser at least five (other than 5) business days prior to the Escrowed FundsClosing Date; (b) The Promissory Notes duly executed by the Purchaser; (c) Certificates representing the Consideration Shares issued in favor of Xxxxxxx Xxxxxxx, which will be delivered to individually; (d) The Security Agreement duly executed by the Corporation; (e) The Escrow Agreement duly executed by the Purchaser and the Escrow Agent; (f) A closing certificate signed by the Purchaser certifying that all of its representations and warranties hereunder and under the Ancillary Documents remain true and correct as of the Closing Date and that all of the covenants and agreements required to be performed by it hereunder or under any Ancillary Document on or prior to the Closing have been performed or satisfied (except for any breach or non-performance which has been waived in writing by the Sellers, which may be granted or withheld in their sole discretion); (iig) All Consents which are required to be obtained by the Escrow AgreementPurchaser in order to consummate any of the transactions contemplated hereunder; (iiih) an Assignment and Assumption The Consulting Agreement in respect of duly executed by the Leased Real Estate in the form of Exhibit E-1 to E-3 attached hereto (collectively the "Assignment and Assumption of Leased Real Estate")Corporation; (ivi) an Assignment and Assumption The Intercreditor Agreement in respect of duly executed by the Xxxx Leases in the form of Exhibit F attached hereto (the "Assignment and Assumption of Xxxx Leases"); (v) an Assignment and Assumption in respect of the Assumed Contracts in the form of Exhibit G attached hereto (the "Assignment and Assumption of Assumed Contracts") (vi) an Assignment and Assumption Agreement in respect of the Assumed Liabilities other than the Leased Real Estate, the Xxxx Leases and the Assumed Contracts, in the form of Exhibit H attached hereto (the "Assignment and Assumption of Other Assumed Liabilities"); (vii) a closing statement mutually acceptable to Purchaser and Seller (the "Closing Statement"); (viii) the Supply Agreement; (ix) the License Agreementits lender; and (xj) all All other documents documents, instruments and instruments reasonably writings which are required to be delivered to Seller by the Purchaser at or prior to the Closing pursuant to evidence the consummation of the transactions contemplated herebythis Agreement or any Ancillary Document.

Closing Deliveries by Purchaser. At the Closing, Purchaser shall will deliver or cause to ------------------------------- be delivered to Seller Seller, Executive, or the followingEscrow Agent, as specified below: (ia) to Seller, an amount in cash equal to the Purchase PriceClosing Cash Consideration by wire transfer of immediately available funds to such account as Seller may direct by written notice to Purchaser; (b) to each Lender identified on the Closing Transmittal Letter, payable to an account designated by Seller (other than on behalf of Seller, the Escrowed Fundsrespective payoff amount set forth in the Payoff Letters, which will be delivered shall not exceed $148,000 in the aggregate, by transfer of immediately available funds; (c) to the Escrow Agent); (ii) , a stock certificate in the name of Executive representing the Consideration Shares to be held by the Escrow Agent under the Escrow Agreement; (iiid) an Assignment and Assumption Agreement in respect of to Executive, the Leased Real Estate in Key Employee Agreement, duly executed by the form of Exhibit E-1 to E-3 attached hereto (collectively the "Assignment and Assumption of Leased Real Estate")Purchaser; (ive) an Assignment and Assumption Agreement in respect to Seller, a duly executed counterpart of the Xxxx Leases in the form Bxxx of Exhibit F attached hereto (the "Assignment and Assumption of Xxxx Leases")Sale; (vf) an Assignment to each of Seller and Assumption in respect Executive, a duly executed counterpart of the Assumed Contracts in the form of Exhibit G attached hereto (the "Assignment and Assumption of Assumed Contracts") (vi) an Assignment and Assumption Agreement in respect of the Assumed Liabilities other than the Leased Real Estate, the Xxxx Leases and the Assumed Contracts, in the form of Exhibit H attached hereto (the "Assignment and Assumption of Other Assumed Liabilities"); (vii) a closing statement mutually acceptable to Purchaser and Seller (the "Closing Statement"); (viii) the Supply Escrow Agreement; (ixg) to Executive, a duly executed counterpart of the License AgreementInvestment Letter; and (xh) all other to Seller, a certificate, validly executed by the Chief Executive Officer of Purchaser (“Purchaser Officer Certificate”), for and on Purchaser’s behalf, to the effect that as of the Closing, the conditions set forth therein have been satisfied; and (i) such further instruments and documents and instruments reasonably as may be required to be delivered to Seller at or prior by Purchaser pursuant to the terms of this Agreement or as may be reasonably requested by Seller in connection with the Closing to evidence the consummation of the transactions contemplated hereby.

Closing Deliveries by Purchaser. (a) At the Closing, subject to satisfaction or waiver of each of the conditions to the obligations of Purchaser set forth in Section 6.02 of this Agreement, Purchaser shall deliver or cause to ------------------------------- be delivered to Seller the following: (i) the portion of the Purchase PricePrice required to be delivered by Purchaser at Closing under Section 2.02 (excluding the Escrow Amount and the Indebtedness Amount), payable by wire transfer of immediately available funds to an account designated or accounts specified by Seller (other than the Escrowed Funds, which will be delivered to the Escrow Agent)in writing; (ii) the Escrow a duly executed Transition Services Agreement; (iii) an Assignment a duly executed Software and Assumption Agreement in respect of the Leased Real Estate in the form of Exhibit E-1 to E-3 attached hereto (collectively the "Assignment and Assumption of Leased Real Estate")Trademark License Agreement; (iv) an Assignment and Assumption Agreement a duly executed release in respect of the Xxxx Leases in substantially the form of Exhibit F attached hereto (the "Assignment and Assumption of Xxxx Leases");as Exhibit C (v) an Assignment a duly executed Escrow Agreement, signed by each of Purchaser and Assumption in respect of the Assumed Contracts in the form of Exhibit G attached hereto (the "Assignment and Assumption of Assumed Contracts")escrow agent; (vi) an Assignment the certificate referred to in Section 6.01(a) (in form and Assumption Agreement substance satisfactory to Seller in respect of the Assumed Liabilities other than the Leased Real Estate, the Xxxx Leases and the Assumed Contracts, in the form of Exhibit H attached hereto (the "Assignment and Assumption of Other Assumed Liabilities"its reasonable discretion);; and (vii) a closing statement mutually acceptable to Purchaser and Seller (the "Closing Statement"); (viii) the Supply Agreement; (ix) the License Agreement; and (x) all other documents and instruments reasonably required to be delivered to by Seller at on or prior to the Closing Date pursuant to evidence the consummation of this Agreement not previously delivered by Seller, and such other instruments and documents as may be required to consummate the transactions contemplated herebyherein. (b) At the Closing, subject to satisfaction or waiver of each of the conditions to the obligations of Purchaser set forth in Section 6.02 of this Agreement, Purchaser shall deliver or cause to be delivered to the Escrow Agent the portion of the Escrow Amount required to be delivered by Purchaser at Closing under Section 2.02, by wire transfer of immediately available funds in accordance with the Escrow Agreement. (c) At the Closing, subject to satisfaction or waiver of each of the conditions to the obligations of Purchaser set forth in Section 6.02 of this Agreement, Purchaser shall deliver or cause to be delivered the portion of the Indebtedness Amount required to be delivered by Purchaser at Closing under Section 2.02, by certified or official bank check or by wire transfer of immediately available funds to an account or accounts specified by the parties to whom such debt is owed.

Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver or cause to ------------------------------- be delivered to Seller the followingSeller: (ia) the Purchase Price, payable to an account designated Price by Seller (other than the Escrowed Funds, which will be delivered wire transfer in immediately available funds to the Escrow Agent)Purchase Price Bank Account; (iib) a true and complete copy, certified by the Escrow Agreement; (iii) Secretary or an Assignment and Assumption Agreement in respect Assistant Secretary of Purchaser, of the Leased Real Estate in resolutions duly and validly adopted by the form Board of Exhibit E-1 to E-3 attached hereto (collectively the "Assignment and Assumption Directors of Leased Real Estate"); (iv) an Assignment and Assumption Agreement in respect Purchaser evidencing its authorization of the Xxxx Leases in the form execution and delivery of Exhibit F attached hereto (the "Assignment this Agreement and Assumption of Xxxx Leases"); (v) an Assignment and Assumption in respect of the Assumed Contracts in the form of Exhibit G attached hereto (the "Assignment and Assumption of Assumed Contracts") (vi) an Assignment and Assumption Agreement in respect of the Assumed Liabilities other than the Leased Real Estate, the Xxxx Leases and the Assumed Contracts, in the form of Exhibit H attached hereto (the "Assignment and Assumption of Other Assumed Liabilities"); (vii) a closing statement mutually acceptable to Purchaser and Seller (the "Closing Statement"); (viii) the Supply Agreement; (ix) the License Agreement; and (x) all other documents and instruments reasonably required to be delivered to Seller at or prior to the Closing to evidence the consummation of the transactions contemplated hereby and thereby; (c) a certificate of the Secretary or an Assistant Secretary of Purchaser certifying the names and signatures of the officers of Purchaser authorized to sign this Agreement and the other documents to be delivered hereunder and thereunder; (d) a certificate of a duly authorized officer of Purchaser, certifying as to the matters set forth in Section 8.01(a); (e) copies of Purchaser’s articles of organization and operating agreement certified as of a recent date (which is not more than thirty (30) days before Closing) by, with respect to articles of organization, the Secretary of State of the State of Delaware and, with respect to the operating agreement, its Secretary; (f) a certificate of good standing of Purchaser issued as of a recent date (which is not more than thirty (30) days before Closing) by the Secretary of State of the State of Delaware; (g) a certificate of the Secretary of Purchaser dated as of the Closing Date, in form and substance reasonably satisfactory to Seller certifying (i) as to the absence of any amendments to the articles of organization or operating agreement of Purchaser since the date of the certification of its Secretary provided in Section 2.05(e); (ii) that attached thereto is a true and correct copy of the resolutions of the Managers of Purchaser authorizing the execution and performance of this Agreement and the Transactions, and (iii) as to the incumbency and genuineness of the signatures of the officers of Purchaser executing this Agreement and any agreement contemplated hereby; and (h) a release in the form attached hereto as Exhibit 2.04(j).

Closing Deliveries by Purchaser. Purchaser At the Closing, the Purchasers shall deliver deliver, or cause to ------------------------------- be delivered, to the Sellers (or one of the Sellers, as applicable): (a) the Aggregate Purchase Price that is required to be delivered pursuant to Section 2.1; (b) the Assignment of Debt duly executed by the Majority Purchaser and the Voluntary Escrow Deed duly executed by Xxxxxxx. (c) evidence of a meeting of directors of Xxxxxxx under which they approve, subject to Closing, the issue of the Issued Xxxxxxx Shares to the Majority Seller; (d) a CHESS holding statement, or issuer sponsored holding statement, in respect of the Issued Xxxxxxx Shares, showing the due allotment and issue of the Issued Xxxxxxx Shares to the Majority Seller; (e) one or more opinions of Australian counsel to the Purchasers and Xxxxxxx, addressed to the Sellers, subject to customary assumptions and qualifications and in form and substance satisfactory to the Majority Seller the followingand its counsel, in respect of: (i) the Purchase Pricecorporate existence of each of the Purchasers and Xxxxxxx; (ii) the power, payable capacity and authority of the Purchasers and Xxxxxxx to an account designated enter into this Agreement and each Closing Agreement to which they are a party; (iii) the corporate action taken by Seller Xxxxxxx and the Purchasers to authorize the execution and delivery of this Agreement and each Closing Agreement to which they are a party, and the performance of their respective obligations hereunder and thereunder; and (other than iv) the Escrowed Funds, which will be delivered issued share capital of Xxxxxxx and its listing on the Official List. (f) one or more opinions of British Columbia counsel to the Escrow AgentPurchasers and Xxxxxxx, addressed to the Sellers, subject to customary assumptions and qualifications and in form and substance satisfactory to the Majority Seller and its counsel, in respect of: (i) the binding nature of this Agreement and any other Closing Agreement to which Xxxxxxx or the Purchasers are a party that are governed by the laws of British Columbia; and (ii) the issuance and first trade of the Issued Xxxxxxx Shares under Canadian Securities Laws. (g) the following executed documents: (i) the certificates referred to in Sections 3.4(a), (b) and (d); (ii) evidence of all regulatory approvals that are required to be obtained in order to complete the Escrow Agreement; (iii) an Assignment and Assumption Agreement in respect of the Leased Real Estate in the form of Exhibit E-1 to E-3 attached hereto (collectively the "Assignment and Assumption of Leased Real Estate"); (iv) an Assignment and Assumption Agreement in respect of the Xxxx Leases in the form of Exhibit F attached hereto (the "Assignment and Assumption of Xxxx Leases"); (v) an Assignment and Assumption in respect of the Assumed Contracts in the form of Exhibit G attached hereto (the "Assignment and Assumption of Assumed Contracts") (vi) an Assignment and Assumption Agreement in respect of the Assumed Liabilities other than the Leased Real Estate, the Xxxx Leases and the Assumed Contracts, in the form of Exhibit H attached hereto (the "Assignment and Assumption of Other Assumed Liabilities"); (vii) a closing statement mutually acceptable to Purchaser and Seller (the "Closing Statement"); (viii) the Supply Agreement; (ix) the License transactions contemplated by this Agreement; and (xiii) all such other instruments, certificates and documents and instruments reasonably required to by this Agreement or as may be delivered to Seller at or requested by the Sellers, acting reasonably, prior to the Closing Date to evidence carry out the consummation intent and purposes of this Agreement, including such documents as may be required to complete the assignment of the transactions contemplated herebyIntercompany Loans.

Closing Deliveries by Purchaser. At the Closing, Purchaser shall execute, where necessary or appropriate, and deliver or cause to ------------------------------- be delivered to Seller Sellers each and all of the following: (i) Payment of the Interim Purchase Price, payable to an account designated by Seller (other than Price in the Escrowed Funds, which will be delivered to the Escrow Agent)manner set forth in Section 2.2 of this Agreement; (ii) A copy certified by the Escrow Secretary of Purchaser of the duly adopted resolutions of the Board of Directors of Purchaser approving this Agreement;, including the Ancillary Documents, and authorizing the execution and delivery of this Agreement and the Ancillary Documents, and the consummation of the transactions contemplated hereby and thereby. (iii) an Assignment and Assumption Agreement in respect A duly executed written opinion letter by counsel for Purchaser, dated as of the Leased Real Estate in the form of Exhibit E-1 Closing Date, addressed to E-3 attached hereto (collectively the "Assignment and Assumption of Leased Real Estate")Sellers; (iv) an Assignment and Assumption Agreement in respect A Certificate of Good Standing of Purchaser issued by the Xxxx Leases in Secretary of State of Purchaser’s state of incorporation or the form of Exhibit F attached hereto (the "Assignment and Assumption of Xxxx Leases")equivalent; (v) an Assignment Such other documents and Assumption in respect items as are reasonably necessary or appropriate to effect the consummation of the Assumed Contracts in the form of Exhibit G attached hereto (the "Assignment and Assumption of Assumed Contracts")transactions contemplated hereby or which are customary under local law; (vi) an Assignment Real Property Sale and Assumption Purchase Agreement in respect of the Assumed Liabilities other than the Leased executed by Symmetry Medical SSI Real Estate, the Xxxx Leases and the Assumed Contracts, in the form of Exhibit H attached hereto (the "Assignment and Assumption of Other Assumed Liabilities")LLC; (vii) a closing statement mutually acceptable to Purchaser and Seller (the "Closing Statement")Earn-Out Agreement executed by Purchaser; (viii) Employment Agreements for Xxxxx X. Xxxxxxx, Xxxxxxx X. Xxxx, Xx. and Xxxxx Xxxxxx in substantially the Supply Agreementform set forth in Exhibit D attached hereto; (ix) Non Competition Agreements for Xxxxx X. Xxxxxxx, Xxxxxxx X. Xxxx, Xx. and Xxxxxx Xxxxxx in the License Agreementform set forth in Exhibit E; and (x) all other documents and instruments reasonably required to be delivered to Seller at or prior to the Closing to evidence the consummation of the transactions contemplated herebyThe Purchase Price Escrow Agreement executed by Purchaser.