Common use of Closing Activities Clause in Contracts

Closing Activities. (a) At the Closing, payment of the Closing Purchase Price shall be made by Buyer, in USD, by electronic funds transfer of immediately available funds to an account or accounts designated in writing by Sellers. (b) At the Closing, Sellers will sell, assign, convey and transfer (or, where relevant, shall procure the same) to Buyer or, as directed by Buyer, to Buyer’s Affiliate, Sellers’ right, title and interest in, to and under the Purchased Assets free and clear of all Encumbrances (other than Permitted Encumbrances). (c) At or prior to the Closing, Sellers shall deliver or cause to be delivered to Buyer or to an Affiliate as directed by Buyer the MA in eCTD format. (d) At the Closing, Sellers and Buyer will have executed and delivered to each other the ▇▇▇▇ of Sale and Assumption Agreement. (e) At the Closing, Buyer will have executed and delivered to Sellers any assignment agreement required by the terms of Assigned Contracts to the extent that such assignment agreements have been obtained pursuant to Section 2.5 prior to the Closing. (f) At Closing, Sellers shall deliver or cause to be delivered to Buyer a letter from Sellers or their agent to the FDA, in the form of Exhibit D-1 attached hereto, duly executed by Seller(s), as applicable, transferring the rights to the MA to Buyer. (g) At Closing, Buyer shall deliver or cause to be delivered to Seller a letter from Buyer to the FDA, in the form of Exhibit D-2 attached hereto, duly executed by Buyer, in which Buyer confirms that, with effect from Closing: (i) the Purchased Assets have been transferred to Buyer; (ii) Buyer has assumed all responsibility for the MA and the Product and commits to adhere to, fulfill and complete all agreements, promises, commitments and conditions made by Sellers to all Governmental Entities for and related to the MA and the Product; and (iii) it has a complete copy of the Purchased Assets (including those supplements and records that are required to be kept under CFR 314.81).

Closing Activities. (a) At the Closing, (i) payment of the Closing Purchase Price shall be made by Buyer, in USDU.S. Dollars, by electronic funds wire transfer of immediately available funds to an Seller’s account or accounts designated listed in writing Schedule 4.2(a), and (ii) payment of the Estimated Inventory Purchase Amount for the Product Inventory shall be made by Sellers.Buyer, in U.S. Dollars, by wire transfer of immediately available funds to Seller’s account listed in Schedule 4.2(a): (b) At the Closing, Sellers Seller will sell, assign, convey and transfer (or, where relevant, shall procure the same) to Buyer or, as directed by Buyer, to Buyer’s Affiliate, Sellers’ Seller’s right, title and interest in, to and under the Purchased Assets free and clear of all Encumbrances (other than Permitted Encumbrances)Transferred Assets. (c) At or prior to the Closing, Sellers Seller shall deliver or cause to be delivered to Buyer or to an Affiliate as directed by Buyer, in electronic form only, the Product Approval, the Product Marketing Materials, Books and Records and the Buyer Accepted Customer Orders. The delivery of the MA Product Inventory shall be performed in eCTD formataccordance with Section 3.3(c). (d) Within thirty (30) days after the Closing Date, Seller shall deliver to Buyer or to an Affiliate of Buyer as directed by Buyer, in electronic form only, the Product Regulatory Materials. (e) At the Closing, Sellers and Buyer Seller will have executed and delivered to each Buyer all instruments of conveyance and other documentation relating to the sale and purchase of the Purchased Assets and Transferred Assets, including: (i) the Assumption Agreement; (ii) the ▇▇▇▇ of Sale Sale; (iii) the License Agreement Amendment; (iv) the Domain Names Assignment Agreement; (v) the Canadian Wellbutrin® and Assumption Zyban® Amendment; (vi) the Zovirax Distribution Rights Letter; and (vii) the Trademark License Agreement. (ef) At the Closing, Buyer shall receive from Seller a certificate certifying to the satisfaction of the conditions set forth in Section 12.2(a) and Section 12.2(b) dated the Closing Date and executed by a duly authorized officer of Seller. (g) At the Closing, Seller shall receive from Buyer a certificate certifying to the satisfaction of the conditions set forth in Section 12.3(a) and Section 12.3(b) dated the Closing Date and executed by a duly authorized officer of Buyer. (h) At the Closing, Buyer will have executed and delivered to Sellers any assignment agreement required by Seller: (i) the terms Assumption Agreement; (ii) the ▇▇▇▇ of Assigned Contracts to Sale; (iii) the extent that such assignment agreements have been obtained pursuant to Section 2.5 prior to License Agreement Amendment; (iv) the ClosingDomain Names Assignment Agreement; (v) the Canadian Wellbutrin® and Zyban® Amendment; (vi) the Zovirax Distribution Rights Letter; and (vii) the Trademark License Agreement. (fi) At Closing, Sellers Seller shall deliver or cause to be delivered to Buyer Buyer: (i) a letter from Sellers or their agent Seller to the FDA, in the form of Exhibit D-1 attached hereto, duly executed by Seller(s), as applicableSeller, transferring the rights to the MA Product Approval to Buyer; and (ii) a letter from Seller to the FDA, Division of Drug Marketing, Advertising and Communication, notifying of the transfer of the Product Approval to Buyer. (gj) At Closing, Buyer shall deliver or cause to be delivered to Seller Seller: (i) a letter from Buyer to the FDA. duly executed by Buyer, assuming responsibility for the Product Approval from Seller; and (ii) a letter from Buyer to the FDA, in Division of Drug Marketing, Advertising and Communication, notifying of the form transfer of Exhibit D-2 attached hereto, duly executed by Buyer, in which Buyer confirms that, with effect the Product Approval from Closing: (i) the Purchased Assets have been transferred Seller to Buyer; (ii) Buyer has assumed all responsibility for the MA and the Product and commits to adhere to, fulfill and complete all agreements, promises, commitments and conditions made by Sellers to all Governmental Entities for and related to the MA and the Product; and (iii) it has a complete copy of the Purchased Assets (including those supplements and records that are required to be kept under CFR 314.81).