Deliveries by Seller and Buyer. At the Closing, Seller, the Companies and Buyer shall each execute and deliver to the appropriate party copies of the Related Agreements to which they are parties.
Deliveries by Seller and Buyer. At the Closing, Seller and Buyer shall each execute and deliver to the other duly executed copies of the Related Agreements.
Deliveries by Seller and Buyer. (a) On the Closing Date, Seller will deliver to the Buyer:
(i) The Escrow Agreement in the form attached hereto as Exhibit A, duly executed by Seller;
(ii) The xxxx of sale for the Acquired Assets described in Section 2.1(a) and Section 2.1(b) in the form attached hereto as Exhibit B (the “Xxxx of Sale”), duly executed by Seller;
(iii) Evidence that any Lien on any of the Acquired Assets has been or on the Closing Date will be released or terminated;
(iv) Such other instruments of sale, transfer, conveyance and assignment as the Buyer and its counsel have reasonably requested; and
(v) The Initial Inventory Exhibit.
(b) On the Closing Date, Buyer will deliver to Seller:
(i) Evidence of the wire transfer of the Purchase Price to the Escrow Agent;
(ii) The Escrow Agreement in the form attached hereto as Exhibit A, duly executed by Buyer and the Escrow Agent;
(iii) The Xxxx of Sale for the Acquired Assets described in Section 2.1(a) and Section 2.1(b) in the form attached hereto as Exhibit B, duly executed by Buyer; and
(iv) Such other instruments of sale, transfer, conveyance and assignment as Seller and its counsel have reasonably requested.
(c) Upon shipment of any True-Up Inventory if such occurs before the Subsequent Closing Date, or on the Subsequent Closing Date, if no True-Up Inventory has been shipped prior to such date, Buyer and Seller shall make the deliveries described in Section 2.4(a)(ii).
(d) On or before the Subsequent Closing Date or such other date as mutually agreed upon by the Parties, the Seller shall have:
(i) Provided access to Buyer to the Facility for purposes of disassembling and shipping the Equipment;
(ii) Delivered the balance of any True-Up Inventory on Buyer’s purchase orders delivered on or before five (5) Business Days prior to the Subsequent Closing Date which, subject to this Agreement, has not previously been shipped; and
(iii) Delivered a final joint release related to the Escrow Account.
(e) On the Subsequent Closing Date, Buyer shall deliver:
(i) A final joint release related to the Escrow Account.
Deliveries by Seller and Buyer. At the Closing, Seller and Buyer shall each execute and deliver to the other the Tax Agreement.
Deliveries by Seller and Buyer. At the Closing, Seller and Buyer ------------------------------ shall deliver:
(a) A License Agreement which Buyer and Seller agree to execute as of the Closing Date substantially in form and substance reasonably satisfactory to Buyer and Seller, by which Seller will grant Buyer (i) a perpetual, non- exclusive, worldwide, royalty-free license to use the trade name "Portec" as a product identifier to identify inventory of the Rail Business, (ii) a six month, exclusive, royalty-free license to use the "Pathfinder" trade name in connection with the Rail Business in the United Kingdom and Europe subject to the terms and conditions set forth in the License Agreement and (iii) the right to use the existing stock of advertising material for the Rail Business for a term not to exceed one year from the Closing Date.
Deliveries by Seller and Buyer. Seller has delivered to the Buyer (i) a bxxx of sale in the form attached hereto as Exhibit B (the “Bxxx of Sale”) and (ii) such other instruments of sale, transfer, conveyance and assignment as the Buyer and its counsel have reasonably requested. Buyer has delivered to the Seller (i) an instrument of assignment and assumption in the form attached hereto as Exhibit C (the “Instrument of Assignment and Assumption”), (ii) the Cash Purchase Price, (iii) the Subordinated Promissory Note, (iv) the Supply Agreement, and (v) such other instruments of sale, transfer, conveyance, assignment, and assumption of liabilities as the Seller and its counsel have reasonably requested. Seller and Buyer have also entered into an Assignment and Assumption of Lease in the form attached hereto as Exhibit D (the “Lease Assignment and Assumption”) with respect to the lease relating to the real property at the Acquired Location. Such Lease Assignment and Assumption shall be governed by and construed in accordance with the terms of this Agreement and, in the event that any provision of such Lease Assignment and Assumption is construed to conflict with a provision in this Agreement, the provision in
Deliveries by Seller and Buyer. At the Closing, Seller and Buyer shall execute and deliver or shall cause to be executed and delivered all other documents reasonably required by either party hereto pertaining to this Agreement and the transactions contemplated hereunder.
Deliveries by Seller and Buyer. At the Closing, Buyer and Seller shall deliver to the other:
(a) fully executed counterparts of the First Rights Agreement, in the form of EXHIBIT B hereto, wherein for a period of ten years following the Closing (i) Seller and its affiliates will have the first right to bid on the disposal of the residual, non-hazardous waste generated by the processing activities of the Allied Medical Waste Operations and the BFI Medical Waste Operations, (ii) Buyer and its affiliates will have the first right to bid with Seller and its affiliates on contracts that include both solid waste and medical waste, and (iii) Seller and its affiliates will have the first right to bid with Buyer and its affiliates on contracts that include both medical waste and solid waste; and
(b) fully executed counterparts of the Transition Agreement, in the form of EXHIBIT C hereto, wherein Seller will provide certain operational and administrative support and make certain facilities available to Buyer following the Closing.
Deliveries by Seller and Buyer. At the Closing, Buyer and Seller shall deliver to the other:
(a) fully executed counterparts of the First Rights Agreement, in the form of EXHIBIT A hereto, wherein for a period of ten years following the Closing, Seller and its affiliates will have the first right to bid on the disposal of the residual, non-hazardous waste generated by the processing activities of the Canadian Medical Waste Assets; and
(b) fully executed counterparts of the Transition Agreement, in the form of EXHIBIT B hereto, wherein Seller will provide certain operational and administrative support and make certain facilities available to Buyer relating to the operation of the Canadian Medical Waste Assets following the Closing.
Deliveries by Seller and Buyer. 50 ARTICLE XII INDEMNIFICATION
