Payment and Deliveries. Payment for shares purchased will be due on the settlement date, as set forth on the confirmation, at which time complete registration instructions should be supplied to us.
Payment and Deliveries. Subject to the conditions set forth in this Agreement, at the Closing:
(i) Buyer shall pay, at the Closing Date, the Cash Purchase Price by wire transfer of immediately available funds to an account which has been designated in writing by Seller to Buyer;
(ii) Seller shall convey, free and clear of any Liens, all of the Purchased Assets to Buyer and shall deliver to Buyer such appropriately executed instruments of sale, transfer, assignment, conveyance and delivery, bills of sale, assignments and assumptions, Intellectual Property assignments or other Intellectual Property conveyance documents, certificates of title, and all other instruments of conveyance, including those which are reasonably requested to effect transfer to Buyer of good and marketable title, free and clear of any Liens, to each of the Purchased Assets, and a valid and marketable license to the Licensed Patents, along with a non-disturbance agreement from Ableco Finance LLC (“Ableco”), including documents acceptable for recordation in the United States Patent and Trademark Office, the United States Copyright Office and any other similar domestic or foreign office, department or agency, it being understood that all of the foregoing shall be satisfactory in form and substance to Buyer and its counsel; (however, with respect to any foreign offices, departments or agencies, such deliveries, subject to Section 7.5, may occur post-Closing.
(iii) Seller shall deliver to Buyer (A) a certificate signed by the Chief Executive Officer of Seller, dated the date of the Closing, stating that each of the conditions specified in Section 3.1 below have been satisfied as of the Closing; (B) copies of all Third-Party Approvals and Governmental Approvals; (C) Table Games Books and Records; (D) certified copies of resolutions of Seller’s board of directors and stockholders authorizing and approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; and (E) such other documents or instruments as are required to be delivered at the Closing pursuant to the terms hereof or that Buyer reasonably requests prior to the Closing Date to effect the transactions contemplated hereby;
(iv) Seller shall deliver to Buyer an affidavit dated as of the Closing Date and in form and substance required under the Treasury Regulations issued pursuant to Section 1445(b) of the Code certifying that Seller is not a “foreign person”;
(v) Buyer shall deliver to Seller ...
Payment and Deliveries. Payment for shares purchased will be due on the settlement date, as set forth on the confirmation, at which time complete registration instructions should be supplied to us. Redemption of Shares: Redemption orders must be received by the dealer prior to 4:00 p.m. (EST) on that business day and will be priced at the net asset value computed as of 4:00 p.m. (EST) on such day, less any applicable contingent deferred sales charge and frequent trading/redemption fees, provided that orders so received by a dealer shall have been transmitted to us prior to the close of our business day. Orders received by dealers after each day's market close will be confirmed, subject to our acceptance, on the same basis as previously stated with respect to the next day on which the Fund's net asset value will be determined. It should be noted that any record holder of the Funds may surrender all or any part of their holdings to the Funds and the Funds are required to redeem such shares at a price equal to net asset value, less any applicable contingent deferred sales charge and frequent trading/redemption fees, determined in the manner and on the terms described in the prospectus. Placement: If any shares confirmed to you hereunder are repurchased or are tendered for liquidation to the Funds within seven (7) days after such confirmation of your original order, then you shall forthwith repay to the Funds, the full concession allowed to you on such sale and we shall forthwith repay to the Funds, our share of the sales charge thereon. We shall notify you of such repurchase or liquidation within ten (10) days from the day on which the instructions to liquidate are delivered to us or to the Funds. You shall make no purchases except for the purpose of covering orders received by you and then such purchases must be made only at the offering price (less your concession) at which such orders were taken, provided, however, that the foregoing does not prevent the purchase of shares by you for your own bona fide investment. In no event shall you withhold placing orders so as to profit yourself, as a result of such withholding, by a change in the net asset value from that used in determining the price to your customer, or otherwise. Neither you nor any other person has been authorized to give any information or to make representations in connection with the sale of shares hereunder other than as contained in the prospectus.
Payment and Deliveries. At the Closing (a) the Company is delivering to the Investor (i) a duly executed stock certificate, registered in the name of the Investor, representing the Purchased Shares, (ii) a duly executed Warrant, registered in the name of the Investor, representing the right to purchase 923,591 Warrant Shares, and (iii) the Other Agreements duly executed by the Company, and an opinion or opinions of counsel for the Company, and other documents, in the respective forms previously agreed between the Company and the Investor, against (b) the delivery by the Investor, to the Company of (i) the Purchase Price, by wire transfer(s) of immediately available funds in accordance with the Company's instructions, which instructions shall have been given in writing to the Investor no later than three (3) Business Days prior to the Closing and (ii) an opinion of counsel for the Investor, and a certificate executed by the Investor, in the respective forms previously agreed between the Company and the Investor.
Payment and Deliveries. 10.1 MOMENTA shall pay SIEGFRIED a total fee of [**] U.S. Dollars ($[**]) for the DEVELOPMENT and PRODUCTION. Such fee shall become due in accordance with the timetable set forth in Appendix X. XXXXXXXXX shall invoice MOMENTA as payments become due and MOMENTA shall pay such invoices within thirty (30) days thereafter.
10.2 If, during the course of DEVELOPMENT, it becomes reasonably apparent to SIEGFRIED that (a) circumstances exist which could not have been foreseen by the parties or which were excluded from the assumptions made by both parties in agreeing to the fee set forth in Section 10.1 and (b) such circumstances render the completion of the DEVELOPMENT and PRODUCTION materially more costly than had been foreseen by the parties, SIEGFRIED shall notify MOMENTA in writing. Upon receipt of such notification, the parties shall use good faith efforts to agree on as minimal a modification of the fee set forth in Section 10.1 as is reasonably required by the unforseen or changed circumstance. If the parties agree on an associated increase in cost, SIEGFRIED shall proceed with the DEVELOPMENT and PRODUCTION. If the parties do not agree on an associated increase in cost, SIEGFRIED shall have the right to proceed with DEVELOPMENT and PRODUCTION or treat the circumstances as a technical obstacle and terminate this Agreement in accordance with clause (b) of Section 9.2.
10.3 Delivery of ENOXAPARIN and PRODUCT shall be "ex works PENNSVILLE, NEW JERSEY" as defined in the current INCOTERMS.
Payment and Deliveries. 39 12.4 Officer's Certificate................................................................... 39 12.5 Secretary's Certificate................................................................. 39 12.6 No Suit or Other Proceedings............................................................ 39 12.7 Notifications and Consents.............................................................. 39 12.8
Payment and Deliveries. The Purchaser shall have made the payments and deliveries contemplated by Section 4 to be made on the Closing Date and shall have executed and delivered the Assignment and Assumption Agreement.
Payment and Deliveries. Purchaser shall have paid the Purchase Price and executed and delivered to Seller the General Assignment and Assumption.
Payment and Deliveries. The Purchaser shall have paid or delivered (i) on the Initial Closing Date all of those Related Agreements required to be executed by the Purchaser, (ii) on the Initial Closing Date the initial $500,000 installment payment under the Note, (iii) on the due dates thereof, each subsequent installment payment required to be made under the Note, and (iv) if the Option shall be timely exercised within the Option Period, at the Additional Closing the $1,000,000 payment for the Additional Note and Additional Warrant.
Payment and Deliveries. Kos shall have paid the Closing Date Payment to BPI and Kos shall have executed and delivered to BPI the items described in Section 15.1.2.