CONDITIONS TO CLOSING 47 Sample Clauses

CONDITIONS TO CLOSING 47. SECTION 9.1. Conditions Precedent to Obligations of NB Group and Assignors for each Closing 47 SECTION 9.2. Conditions Precedent to Obligations of NB Group for Delaware Closing 47 SECTION 9.3. Conditions Precedent to Obligations of Xxxxxx Delaware TC for Delaware Closing 48 SECTION 9.4. Conditions Precedent to Obligations of NB Group for New York Closing 49 SECTION 9.5. Conditions Precedent to Obligations of Xxxxxx National Bank TC for New York Closing 49 SECTION 9.6. Frustration of Closing Conditions 50 ARTICLE X TAXES 50 SECTION 10.1. Conveyance Taxes 50 SECTION 10.2. Prorations 50 SECTION 10.3. Purchase Price Allocation 50 SECTION 10.4. Procedure Compliance 51 SECTION 10.5. Other Tax Matters 51 ARTICLE XI INDEMNIFICATION 51 SECTION 11.1. Indemnification by Parent 52 SECTION 11.2. Certain Limitations on Indemnification 52 SECTION 11.3. Survival of Indemnification 53 SECTION 11.4. Indemnification Procedures 53 SECTION 11.5. Exclusive Remedy for Matters Subject to Indemnification 54 SECTION 11.6. Treatment of Indemnification Payments by Parent to an NB Group Indemnified Party 55 ARTICLE XII MISCELLANEOUS 55 SECTION 12.1. Non-Survival of Representations and Warranties 55 SECTION 12.2. Expenses 55 SECTION 12.3. Injunctive Relief 56 SECTION 12.4. Submission to Jurisdiction; Consent to Service of Process 56 TABLE OF CONTENTS (continued) Page SECTION 12.5. Waiver of Right to Trial by Jury 56 SECTION 12.6. Entire Agreement; Amendments and Waivers 56 SECTION 12.7. Governing Law 57 SECTION 12.8. Notices 57 SECTION 12.9. Severability 59 SECTION 12.10. Binding Effect; Assignment 59 SECTION 12.11. Treatment as Administrative Expenses 59 SECTION 12.12. Counterparts 59
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CONDITIONS TO CLOSING 47. Section 8.1.Conditions to Obligations of Buyer 47 Section 8.2.Conditions to Obligations of Sellers 47 ARTICLE IX TERMINATION 48 Section 9.1.Termination 48 Section 9.2.Effect of Termination 48 Schedules Schedule 1.1(a) Excluded Business Intellectual Property Schedule 1.1(b) Compound Schedule 1.1(c) Product Schedule 2.1(b)(i) Seller Wire Information Schedule 2.2(a)(i) Assumed Contracts Schedule 2.2(a)(ii) Regulatory Authorizations Schedule 2.2(a)(iii) Business Intellectual Property Schedule 2.2(a)(v) Inventory Schedule 2.2(b)(xiii) Certain Excluded Assets Schedule 2.3 Assumed Liabilities Schedule 3.2(c) Consents Schedule 3.4 Liens Schedule 3.5(f) Intellectual Property Licenses Schedule 3.10(a) Regulatory Authorizations Schedule 3.10(b) Regulatory Matters Schedule 3.16 Related Party Transactions Schedule 5.11(a) Business Employees Exhibits Exhibit 2.4(b)(ii) License and Development Agreement Exhibit 2.4(b)(iii) Form of Xxxx of Sale, Assignment and Assumption Agreement ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”) dated as of February 12, 2018 is entered into between Cerecor, Inc., a Delaware corporation (“Buyer”), Avadel Pharmaceuticals (USA), Inc., a Delaware corporation (“Pharma”), Avadel Pediatrics, Inc., a Delaware corporation (“Pediatrics”), FSC Therapeutics, LLC, a Delaware limited liability company (“Therapeutics”), Avadel US Holdings, Inc., a Delaware corporation (“US Holdings”), and Avadel Pharmaceuticals plc, an Irish corporation (“Parent”). Each of Pharma, Pediatrics, Therapeutics, US Holdings and Parent are individually referred to herein as a “Seller” and are collectively referred to as “Sellers”. Buyer and Sellers are sometimes individually referred to herein as a “Party” and are sometimes collectively referred to herein as the “Parties”. Certain capitalized terms used herein have the meanings ascribed to them in Section 1.1.
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Related to CONDITIONS TO CLOSING 47

  • Closing Conditions to Closing The Lender will not be obligated to make the initial Loans or to obtain any Letters of Credit on the Closing Date, unless the following conditions precedent have been satisfied in a manner satisfactory to Lender:

  • Conditions to Closing Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:

  • Conditions to Closings Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at each Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at such Closing, of the following conditions:

  • Conditions to Closing Date This Agreement shall become effective upon, and the obligation of each Lender to make the initial Extensions of Credit on the Closing Date is subject to, the satisfaction of the following conditions precedent:

  • Conditions to Close Escrow shall not close unless and until the following conditions precedent and contingencies have been satisfied or waived in writing by the party for whose benefit the conditions have been included:

  • CONDITIONS TO CLOSING OF COMPANY The Company's obligation to sell and issue the Shares at the Closing is, at the option of the Company, subject to the fulfillment or waiver of the following conditions:

  • Seller's Conditions to Closing The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • Purchaser’s Conditions to Closing The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • Buyer’s Conditions to Closing The obligation of Buyer to consummate the Closing is subject to the fulfillment of each of the following conditions (except to the extent waived in writing by Buyer in its sole discretion):

  • Conditions to Closing of the Company The Company’s obligation to sell the Securities at the Closing is subject to the fulfillment to its satisfaction on or prior to the Closing Date of each of the following conditions:

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