Closing Deliveries and Payments Clause Samples
Closing Deliveries and Payments. At the Closing, on the terms and subject to the conditions set forth in this Agreement:
Closing Deliveries and Payments. (a) At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser:
(i) one or more bills of sale and assignment and assumption agreements, each substantially in the form attached hereto as Exhibit D (the "Bills of Sale"), duly executed by the Seller and each of its Affiliates that has any right, title or interest in the Purchased Assets, pursuant to which (A) the Purchaser (or one or more Acquiring Entities) shall acquire all of their right, title and interest in, to and under the Purchased Assets, and (B) the Seller or its applicable Affiliate shall delegate, transfer, assign and allocate to the Purchaser (or one or more Acquiring Entities) the Assumed Liabilities;
(ii) a receipt or receipts for the Initial Payment; and
(iii) the certificates and other documents required to be delivered pursuant to Section 6.01.
(iv) [Intentionally Omitted]
(b) At the Closing:
(i) the Purchaser shall (and/or shall cause one or more Acquiring Entities to) pay to the Seller the Initial Payment by wire transfer of immediately available funds to an account designated to the Purchaser in writing by the Seller prior to the Closing Date; and
(ii) the Purchaser shall deliver or cause to be delivered to the Seller:
(A) one or more Bills of Sale providing for the assumption of the Assumed Liabilities, duly executed by the Purchaser (or one or more Acquiring Entities), pursuant to which the Purchaser (or one or more Acquiring Entities) shall accept the Purchased Assets and assume the Assumed Liabilities; and
(B) the certificates and other documents required to be delivered pursuant to Section 6.02.
(c) On the last Business Day of the month immediately following the month of the Closing, the Purchaser shall pay to the Seller the GST and QST exigible on the Initial Payment by wire transfer of immediately available funds to the account to which the Initial Payment was wire transferred.
Closing Deliveries and Payments. 17 2.5. Working Capital and Cash on Hand Adjustment. 18
Closing Deliveries and Payments. On the Closing Date, and upon the terms and subject to the conditions set forth in this Agreement, the parties hereby agree that the following steps will be consecutively taken and no step shall occur until at least 2 minutes after the next preceding step unless such step is described as concurrent with another step in which case such concurrent steps shall be treated as occurring concurrently with one another:
(a) the Options will be cancelled and converted into the right to receive the cash payment from the Company described in Section 2.08 and the Sellers’ Representative shall deliver to the Company and the Buyer documentation evidencing the termination of the Options and the Option Plan;
(b) the Buyer will pay, or cause to be paid, to the Company, by wire transfer of immediately available funds to an account of the Company designated in writing by the Company to the Buyer not less than one (1) Business Day prior to the expected Closing Date, the Option Closing Payment as set forth on the Option Payment Statement, which the Company shall use to pay the amount due in respect of the right of each holder of an Option to receive the payment described in Section 2.08 and which shall be paid by the Company to each holder of an Option (as set forth on the Option Payment Statement) after application of applicable withholdings through the applicable Company Entity’s payroll system; provided, however, that payments to the holders of Options that are not employees and that are not included in a Company Entity’s payroll system will be made by the Company by check to such holders of Options;
(c) the Sellers’ Representative shall deliver documentation evidencing the termination of (i) that certain Second Amended and Restated Unanimous Shareholder Agreement dated May 6, 2009 of the Company and (ii) that certain shareholder letter agreement dated December, 2010 among ▇▇▇▇ ▇▇▇▇▇▇, TSG5 L.P. and the Company;
(d) the Company Entities shall transfer their Business as it relates to the United States, consisting of all of their US Assets, to Garden BC, a wholly-owned subsidiary of the Company, in exchange for common shares of Garden BC (such transaction, the “US Asset Transfer”);
(e) the Sellers’ Representative shall deliver or cause to be delivered to the Buyer (i) documentation (e.g. payoff and release of lien letters) evidencing the repayment of Debt set forth on Section 2.04(e) of the Disclosure Schedule and the termination of all Encumbrances on any Assets securing such...
Closing Deliveries and Payments. On the Closing Date, Xtrana will execute and deliver to AB the Patent assignments in the form of Exhibit III hereto (the "Patent Assignment").
Closing Deliveries and Payments. The obligations of the Parties to consummate the Closing shall be subject to:
Closing Deliveries and Payments. (a) Buyer Closing Deliveries and Payments. Upon the terms and subject to the conditions set forth in this Agreement, the Buyer shall deliver or cause to be delivered at the Closing the payments set forth in Annex IV hereto (the “Funding Schedule”), including: • the Escrowed Amount to be deposited with the Escrow Agent pursuant to Section 2.2(b); • the portion of the Purchase Price to be paid to each Shareholder pursuant to Section 2.2; • the Closing Debt Amount referenced in Section 2.2(a)(ii); • the Seller Transaction Expenses to be paid by the Buyer at Closing; and • the payments to be made to the Phantom Plan Participants at Closing pursuant to the Phantom Plan Payment Agreement. All payments to be made to the Sellers as provided above will be made to the Sellers by wire transfer pursuant to the wire instructions previously delivered by the Sellers to the Buyer. The Buyer and the Company will be entitled to deduct and withhold from any amounts payable under this Agreement any withholding Taxes or other amounts required under the Code or any applicable Legal Requirement to be deducted and withheld in connection with payments to be made under this Agreement and in connection with any withholding obligations arising in connection with the Services Business Transfer and related distribution of the equity of the New Services Entity to the Shareholders. To the extent that any such amounts are so deducted or withheld and paid over to the appropriate Governmental Authority, such amounts will be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.
Closing Deliveries and Payments. (a) At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser:
(i) one or more bills of sale and assignment and assumption agreements, each substantially in the form attached hereto as Exhibit D (the “Bills of Sale”), duly executed by the Seller and each of its Affiliates that has any right, title or interest in the Purchased Assets, pursuant to which (A) the Purchaser (or one or more Acquiring Entities) shall acquire all of their right, title and interest in, to and under the Purchased Assets, and (B) the Seller or its applicable Affiliate shall delegate to the Purchaser (or one or more Acquiring Entities) the Assumed Liabilities;
(ii) a receipt or receipts for the Initial Payment;
(iii) the certificates and other documents required to be delivered pursuant to Section 6.01; and
(iv) an affidavit of non-foreign status of the Seller that complies with Section 1445 of the Code.
Closing Deliveries and Payments. (a) Upon the terms and subject to the conditions set forth in this Agreement, the Buyer shall deliver, or cause to be delivered at the Closing, to each Seller an aggregate amount in cash equal to the portion of the Purchase Price set forth opposite the name of such Seller on Annex I hereto.
(b) Each of the conditions set forth in Article VI shall have been satisfied by the Parties.
(c) Upon the terms and subject to the conditions set forth in this Agreement, each Seller shall deliver or cause to be delivered at the Closing to the Buyer with respect to all Shares to be purchased by Buyer and sold by such Seller hereunder, certificates representing all of such Shares, in proper form for transfer to Buyer.
Closing Deliveries and Payments. The Purchaser shall have delivered the items and made the payments contemplated by Section 2.9.