Contribution, Purchase and Sale. (a) On or prior to the Closing Date, Depomed shall have contributed, assigned, transferred, conveyed and granted to the Seller, and the Seller shall have, pursuant to the terms of the Contribution Agreement, acquired and accepted from Depomed, all of Depomed’s rights, title and interest in and to the Contributed Assets, free and clear of any and all Liens, other than Permitted Liens (the “Contribution”).
Contribution, Purchase and Sale. (a) On or prior to the date of this Agreement, ImmunoGen shall have contributed, assigned, transferred, conveyed and granted to the Seller, and the Seller shall have, pursuant to the terms of the Contribution Agreement, acquired and accepted from ImmunoGen, all of ImmunoGen’s right, title and interest in and to the Contributed Assets, free and clear of any and all Liens, other than Permitted Liens (the “Contribution”).
Contribution, Purchase and Sale. Subject to the conditions and on the terms contained in this Agreement:
Contribution, Purchase and Sale. Section 2.2 Issuance of VTR Stock; Purchase Price
Contribution, Purchase and Sale. (a) On and subject to the terms and conditions of this Agreement, simultaneously with the execution and delivery of this Agreement by the Parties, (i) CCC is contributing as equity to VTR all of the shares of Metrópolis Stock owned by CCC, and VTR is issuing shares of VTR Stock specified in Section 2.2(a) as consideration therefor; (ii) CCC is transferring to Metrópolis the single share of Proser Stock owned by CCC; and (iii) CCC is causing CCInversiones to sell to VTR the Metrópolis/CCC Shareholder Debt pursuant to the CCC Debt DPPO.
Contribution, Purchase and Sale. Subject to the terms and conditions set forth herein, effective at the Closing, (i) each Seller shall contribute, assign, transfer and deliver to Holdings, and Holdings shall acquire and accept from each Seller, all of such Seller’s right, title and interest in and to the Contributed Shares, free and clear of all Encumbrances (except for Permitted Encumbrances), claims, demands and restrictions on transfer, in exchange for the Exchanged Shares, and (ii) each Seller shall sell, assign, transfer and deliver to Buyer, and Buyer shall purchase, acquire and accept from each Seller, all of such Seller’s right, title and interest in and to the Purchased Shares, free and clear of all Encumbrances (except for Permitted Encumbrances), claims, demands and restrictions on transfer, in exchange for the Closing Cash Portion.
Contribution, Purchase and Sale. Upon and subject to the terms, provisions, and conditions set forth in this Agreement, at Closing:
Contribution, Purchase and Sale. OF THE PURCHASED INTEREST 11 Section 2.01 Contribution, Purchase and Sale. 11 Section 2.02 Transfers and Payments in Respect of the Purchased Interest. 12 Section 2.03 Purchase Price. 13 Section 2.04 No Assumed Obligations. 13 Section 2.05 Excluded Assets. 14 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES 14 Section 3.01 Organization; Operations of Seller. 14 Section 3.02 Corporate Authorization. 16 Section 3.03 Governmental Authorization. 16 Section 3.04 Ownership. 16 Section 3.05 Solvency. 17 Section 3.06 Litigation. 17 Section 3.07 Compliance with Laws. 18 Section 3.08 Conflicts. 18 Section 3.09 Broker’s Fees. 19 Section 3.10 Patent Rights. 19 Section 3.11 Regulatory Approval, Manufacturing and Marketing. 20 Section 3.12 Subordination. 20 Section 3.13 License Agreement. 21 Section 3.14 Set-off. 22 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE ORIGINAL PURCHASER 22 Section 4.01 [***] 22 Section 4.02 [***] 23 Section 4.03 [***] 23 Section 4.04 [***] 23 Section 4.05 [***] 24 Section 4.06 [***] 24 Section 4.07 [***] .25 Section 4.08 [***] .25 Section 4.09 [***] .25 Section 4.10 [***] 26 Portions of this Exhibit, indicated by the xxxx [***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. CONFIDENTIAL TREATMENT REQUESTED Table of Contents continued Page ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 26 Section 5.01 Organization. 26 Section 5.02 Authorization. 26 Section 5.03 Broker’s Fees. 26 Section 5.04 Conflicts. 26 Section 5.05 Tax Status. 27 ARTICLE VI COVENANTS 27 Section 6.01 Books and Records. 27 Section 6.02 Confidentiality; Public Announcement. 28 Section 6.03 Quarterly Reports. 30 Section 6.04 Commercially Reasonable Efforts; Further Assurance. 30 Section 6.05 Remittance to Joint Concentration Account. 31 Section 6.06 License Agreement. 32 Section 6.07 Audits. 35
Contribution, Purchase and Sale. (a) Subject to the terms and conditions of this Agreement, on the Closing Date, the Original Purchaser shall sell, contribute, assign, transfer, convey and grant to the Purchaser, and the Purchaser shall purchase, acquire and accept from the Original Purchaser, all of the Original Purchaser’s right, title and interest in and to the Capped Interest, free and clear of any and all Liens, other than Permitted Liens. Subject to the terms and conditions of this Agreement, effective immediately upon the Closing, the security interests granted to the Original Purchaser by each of the Selling Parties pursuant to Section 2.01(f) of the 2015 Royalty Purchase Agreement shall be deemed to have been automatically released and terminated, and the Original Purchaser shall file UCC termination statements with respect thereto.
Contribution, Purchase and Sale
