Closing and Deliveries 10 4.1 Closing.......................................................................................10
Closing and Delivery a) Upon the terms and subject to the conditions set forth herein, the consummation of the purchase and sale of the Shares (the “Closing”) shall be held simultaneous with the execution of this Agreement, or at such other time mutually agreed upon between the constituent Parties (the “Closing Date”). The Closing shall take place at the offices of counsel for the Company set forth in Section 6 hereof, or by the exchange of documents and instruments by mail, courier, facsimile and wire transfer to the extent mutually acceptable to the Parties hereto.
Shipping and Delivery ALL Prices are FOB at purchasers loading dock. Supplier shall notify Purchaser at the time of shipment of the product as to the quantity picked up, if different than that which is set forth on the Purchase Order. Shipping quantities may not vary from those established by the Purchase Order unless otherwise mutually agreed upon in writing by the parties.
Vesting and Delivery Each Restricted Stock Unit represents an unfunded, unsecured promise by Primerica to deliver one share of Primerica’s common stock, par value $.01 per share (“Common Stock”), subject to the terms and conditions contained in this Agreement and the Plan. The Restricted Stock Units shall, except as provided in Section 3 below, become vested on the Vesting Dates set forth in Section 1, and the Restricted Stock Units so vesting shall be settled by delivery of shares of Common Stock as of the Payment Date with respect to each such Vesting Date. Such delivery of shares of Common Stock by Primerica shall discharge it of all of its duties and obligations under this Agreement and the Plan with respect to such vested Restricted Stock Units.
Notices and Deliveries Any notice, request, approval or consent required or permitted to be given under this Agreement shall be in writing and directed to a Party at its address shown below or such other address as such Party shall have last given by notice to the other Party. A notice will be deemed received: if delivered personally, on the date of delivery; if mailed, [****] after deposit in the United States mail; if sent via courier, [****] after deposit with the courier service.
Closing and Delivery of Documents At the Closing, the following shall occur as a single integrated transaction:
Orders and Delivery WYETH shall place its firm orders for Product with XXXXXXXXX by submitting a purchase order which sets forth (i) the quantity of Product ordered for delivery; and (ii) the delivery date for that order. Any such order which is in accordance with the forecast set forth in Section 4.1(b) shall be deemed to be accepted by XXXXXXXXX. For all other orders placed by WYETH, unless XXXXXXXXX notifies WYETH in writing within fifteen (15) days of receipt of a purchase order that it is unable to deliver Product in accordance with such purchase order, XXXXXXXXX shall be deemed to have accepted such purchase order as a binding order. If XXXXXXXXX notifies WYETH that it is unable to fill such purchase order, it shall indicate the portion of such purchase order XXXXXXXXX cannot supply by the requested delivery date and specify alternate delivery dates. WYETH may cancel or modify any firm purchase order (in whole or in part) at any time prior to the delivery for any quantity of Product that XXXXXXXXX has not completed Manufacturing pursuant to such purchase order at the time that notice of cancellation is received by XXXXXXXXX; provided that if XXXXXXXXX has commenced but not completed the Manufacture of Product pursuant to such firm purchase order, WYETH shall reimburse XXXXXXXXX for [***] of the Material and Labor costs in respect of any works-in-progress pursuant to such cancelled or modified purchase order (or part thereof) at the time notice of cancellation or modification is received by XXXXXXXXX; and provided, further, that WYETH shall reimburse XXXXXXXXX for the cost of any other Material purchased by XXXXXXXXX to fill a cancelled or modified purchase order (or part thereof) that are unique to the Product and cannot within a reasonable period of time otherwise be used in XXXXXXXXX'x operations. All Product shall be delivered F.O.B. XXXXXXXXX'x Facility in accordance with WYETH's instructions and title, possession and risk of loss shall pass to WYETH upon delivery of Product to WYETH's designated carrier at XXXXXXXXX'x loading dock. In the event that the Product are not delivered F.O.B. XXXXXXXXX'x Facility on the date specified in the applicable purchase order, XXXXXXXXX shall be responsible for any reasonable costs incurred by WYETH as a result of such delay, including, without limitation, any additional costs charged by WYETH's designated carrier.
Shipment and Delivery The Licensed Products shall be delivered F.O.B. Japan, with shipment at LICENSEE's direction and expense. Orders may be delivered by NINTENDO in partial shipments, each directed to no more than two (2) destinations designated by LICENSEE in the Territory. Title to the Licensed Products shall vest in accordance with the terms of the applicable letter of credit.
Conveyance and Delivery Seller does hereby convey, grant, bargain, sell, transfer, set over, assign, deliver, and release unto Buyer and Buyer's successors and assigns to have and hold forever, good and marketable title to the Acquired Assets as listed and described in the Agreement and Schedule I hereto.
Telecopy Execution and Delivery A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties hereto and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute and deliver an original of this Agreement as well as any facsimile, telecopy or other reproduction hereof.
