Closing and Closing Deliverables Sample Clauses

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Closing and Closing Deliverables. (a) The consummation of the transactions contemplated hereby (the “Closing”) shall occur at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, at 10:00 A.M. (or may take place electronically as mutually agreed by VI and Purchaser) on the date hereof (the “Closing Date”). (b) At or prior to the Closing: (i) Purchaser shall pay to VI, in cash by wire transfer of immediately available funds to the account(s) specified by VI prior to the Closing Date, an amount equal to the Closing Date Cash Purchase Price; (ii) Purchaser shall deposit the Escrow Amount with the Escrow Agent; (iii) Purchaser and the Sellers shall execute and deliver to one another an assignment and assumption agreement in the form attached hereto as Exhibit C (the “Assumption Agreement”) and a ▇▇▇▇ of sale in the form attached hereto as Exhibit D (the “▇▇▇▇ of Sale”); (iv) Purchaser and VI shall execute and deliver to one another the Escrow Agreement; (v) the Sellers shall deliver to Purchaser (a) each of the Consents set forth on Schedule 1.5(b)(v)(a), each in a form reasonably acceptable to Purchaser and (b) evidence satisfactory to Purchaser of the release of any and all Encumbrances (including without limitation the Encumbrances set forth on Schedule 1.5(b)(v)(b)) and other security interests with respect to the Purchased Assets; (vi) each Seller shall deliver to Purchaser at the Closing a certificate of non-foreign status under Treasury Regulations section 1.1445-2(b); (vii) the Sellers shall deliver to Purchaser a certificate executed on behalf of Seller’s secretary or similar authorized officer (the “Secretary’s Certificate”) certifying on behalf of each Seller: resolutions of the board of managers or directors and equityholders approving this Agreement and the Transactions; (viii) the Sellers shall deliver a good standing certificate from the Secretary of State of the State of Delaware and the Secretary of Commonwealth of Massachusetts, as applicable; (ix) the Sellers shall deliver an executed assignment of trademarks in respect of the Trademarks and related applications and rights included in the Seller Transferred Intellectual Property, in the form attached hereto as Exhibit E (the “Trademarks Assignment”); (x) the Sellers shall deliver an executed assignment of patents in respect of the Patents and related applications and rights included in the Seller Transferred Intellectual Property, in the form attached hereto as Exhibit F (the “Patents Assignment”); (x...
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Closing and Closing Deliverables. 6.1 Upon Closing, the parties shall deliver all Closing Deliverables as indicated in sections 6.2 and 6.3 below. 6.2 Upon Closing, Altius shall deliver to Rare Element the following Closing Deliverables: (a) evidence, satisfactory to Rare Element, acting reasonably, of the approval of any necessary Government Authority to the transfer of the Mineral Licenses, except for the authorisation to be granted by Applicable Mining Regulatory Authorities, to which section 5 refers; (b) a certificate signed by Altius confirming that the representations and warranties listed in section 2.1 are true on Closing Date; and (c) such other documents as may be reasonably requested by Rare Element or its legal representative and that can be reasonably delivered by Altius in connection with the Closing and the Purchase and Sale. 6.3 Upon Closing, Rare Element shall deliver to Altius the following Closing Deliverables: (a) a copy of resolutions of the board of directors of Rare Element authorizing the purchase of the Mineral Licenses and the execution and delivery of this Agreement; (b) 4 share certificates each representing 50,000 common shares of Rare Element with the legends imprinted thereon as set forth in sections 4.3 and 4.4; (c) evidence, satisfactory to Altius, acting reasonably, of Rare Element having obtained the authorisation to be granted by Applicable Mining Regulatory Authorities, to which section 5 refers; (d) evidence, satisfactory to Altius, that the TSX Venture Exchange has accepted the Purchase and Sale; (e) a certificate signed by Rare Element confirming that the representations and warranties listed in section 3.1 are true on Closing Date; and (f) such other documents as may be reasonably requested by Altius or its legal representative and that can be reasonably delivered by Rare Element in connection with the Closing and the Purchase and Sale.
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Closing and Closing Deliverables. The closing of the Exchange (the “Closing”) shall take place at the offices of A▇▇▇▇▇ & P▇▇▇▇▇ K▇▇▇ ▇▇▇▇▇▇▇ LLP, New York, New York, at 10:00 a.m., local time, on March 1, 2021, or such other date as the Holder and the Company may mutually agree. At the Closing: (a) the Company shall: (i) deliver to the Holder the number of Exchange Shares set forth opposite the Holder’s name on Schedule A via book-entry delivery in accordance with the instructions received from the Holder; and (ii) pay to the Holder, by wire transfer of immediately available funds to such account or accounts as designated by the Holder, the Cash Payment payable to such Holder set forth opposite the Holder’s name on Schedule A, in accordance with the instructions received from the Holder; and (b) the Holder shall effect by book entry, in accordance with the applicable procedures of The Depository Trust Company (“DTC”) and the instructions received from the Company, the delivery to the Company (or its trustee or designee) of all of the Exchanged Notes set forth opposite the Holder’s name on Schedule A attached hereto and all other documents and instruments reasonably requested by the Company to effect the transfer of the Exchanged Notes to the Company and confirm in the Company all right, title and interest in and to the Exchanged Notes free and clear of any Liens.
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Closing and Closing Deliverables. Subject to the satisfaction or waiver of the closing conditions and predisposition conditions to the Close of Escrow set forth in Section
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Closing and Closing Deliverables. 5.1 The transfer, assignment, contribution, conveyance and delivery will be effected by delivery by MDx to Amarantus of the duly executed ▇▇▇▇ of Sale and Conveyance (attached hereto as Exhibit A) and such other good and sufficient instruments of conveyance and transfer, as shall be necessary to vest in Amarantus good and marketable title to the Transferred Assets, free and clear of all claims, liens and encumbrances, except for those listed on Schedule 1 attached hereto. The closing of the transactions contemplated by this Agreement will take place (either in person or remotely by electronic exchange of documents) on April 29, 2014, or such other date as MDx and Amarantus may mutually agree upon in writing (the “Closing”). The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” 5.2 MDx will not retain any Transferred Assets, including any copies thereof, after the Closing Date. 5.3 Upon the Closing Date, the parties agree that certain Laboratory Services Agreement dated as of April 2, 2013 (the “Lab Services Agreement”) will be terminated, and no further payments shall be due MDx under the Lab Services Agreement. MDx hereby releases from any and all claims and liabilities arising under the Lab Services Agreement.
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Closing and Closing Deliverables. The closing of the transactions contemplated hereby shall take place upon the execution of this Agreement (the “Closing” and the date on which the Closing takes place the “Closing Date”).
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Closing and Closing Deliverables 
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Related to Closing and Closing Deliverables

  • Closing and Closing Deliveries 27 8.1 Closing...............................................................................27 8.2

  • Closing Deliverables (a) At or prior to the Closing, the Seller Representative shall deliver to Holdings the following: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

  • Closing Closing Deliveries (a) The closing of the Transaction (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.C., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. local time on the date hereof, or at such other place, date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which the Closing actually occurs is referred to herein as the “Closing Date”. (b) At the Closing, each Seller will deliver, or cause to be delivered, to Purchaser the following: (i) the aggregate number of Shares owned by such Seller on the Closing Date and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liens; and (ii) all other instruments, agreements, certificates and documents required to be delivered by such Seller at or prior to the Closing Date pursuant to this Agreement. (c) At the Closing, Purchaser will deliver, or cause to be delivered, the following to each Seller: (i) the amount set forth opposite each Seller’s name on Schedule A by wire transfer of immediately available funds to an account designated in writing by each such Seller; and (ii) all other instruments, agreements, certificates and documents required to be delivered by Purchaser at or prior to the Closing Date pursuant to this Agreement.

  • Seller Closing Deliverables Seller shall have delivered to Purchaser each of the certificates, instruments, agreements, documents and other items required to be delivered pursuant to Section 3.5 at or prior to the Closing Date.

  • Closing Deliveries (i) On the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a), the Buyers shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers); (ii) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.