Sales and Purchase; Closing Clause Samples

Sales and Purchase; Closing. 2.1 Subject to the terms and conditions set forth herein, at the Closing of each Seller, the Purchaser agrees to purchase from such Seller, and such Seller agrees to assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered to the Purchaser, all of such Seller’s (and its Affiliates’) right, title and interest in, to and under (i) the Products of such Seller and (ii) the Relevant Assets of the Products of such Seller ((i) and (ii) collectively, the “Purchased Assets” of such Seller), free and clear of all Encumbrances. 2.2 The closing of the sale and purchase of the Purchased Assets of a Seller (the “Closing” of a Seller) shall take place by exchange of signatures, documents and other deliveries as soon as reasonably practicable and in any event within ten (10) Business Days following the satisfaction (or, to the extent permitted by Applicable Law, the waiver by the Parties entitled to the benefit thereof) of the relevant conditions set forth in Clause 5 (other than those conditions which by their terms are to be satisfied on the Closing Date of such Seller, but subject to the satisfaction or waiver of such conditions), or at such other place, time and date as may be mutually agreed by the Purchaser and such Seller. 2.3 At the Closing of a Seller, in addition to the actions and deliverables as set forth in Clauses 3 and 4: (a) subject to such Seller’s fulfillment of its obligations under Clauses 4.1(a) and 4.1(c), the Purchaser shall deliver or cause to be delivered to such Seller: (i) the Consideration Shares of such Seller in the name of such Seller, as evidenced by a copy of relevant extracts of the register of members of the Purchaser reflecting such Seller as the legal owner of the Consideration Shares; (ii) a copy of the Investor Rights Agreement, dated as of the Closing Date of such Seller, duly executed by the Purchaser and/or each of its Affiliates that is a party thereto; (iii) a copy of the Warrant with respect to such Seller, dated as of the Closing Date of such Seller, duly executed by the Purchaser; and (iv) if it is the Initial Closing, a copy of the Service Framework Agreement, dated as of the Initial Closing, duly executed by the Purchaser, if not already executed and delivered by the parties thereof; and (b) such Seller shall deliver or cause to be delivered to the Purchaser: (i) a copy of the Investors Rights Agreement (or joinder thereof), dated as of the Closing Date of such Seller, duly ex...