Closing Deliveries; Assignment of Rights Clause Samples

Closing Deliveries; Assignment of Rights. In connection with the purchase and sale of any Shares pursuant to this Section 4, the Seller of such Shares shall: (i) sell, assign, transfer, convey and deliver to Purchasers such Shares free and clear of any and all Liens; and (ii) make such other deliveries to Purchasers as Purchasers may reasonably deem to be necessary or desirable to consummate the transactions contemplated hereby. Any Purchaser may assign all or any portion of such Purchaser’s rights under this Section 4 to any other Purchaser. In the event a Purchaser elects not to, fails or is otherwise unable to exercise his rights under this Section 4, such rights shall be allocated to and may be exercised by the remaining Purchasers.
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Related to Closing Deliveries; Assignment of Rights

  • Closing Deliveries by Seller At the Closing, Seller shall deliver, or cause to be delivered, to Buyer: (a) The certificates, consents and other documents required to be obtained or delivered pursuant to Article VIII; (b) A porcine substance supply agreement between Seller Affiliate (Intervet International B.V.) and Buyer in substantially the form attached hereto as Exhibit C (the “Porcine Substance Supply Agreement”), duly executed by Seller Affiliate; (c) A IB supply agreement between Seller Affiliate (Merck Sharp & Dohme B.V.) and Buyer in substantially the form attached hereto as Exhibit D (the “IB Supply Agreement”), duly executed by Seller Affiliate; (d) A IB technology transfer agreement between Seller Affiliates ((Merck Sharp & Dohme B.V. and N.V. Organon) and Buyer in substantially the form attached hereto as Exhibit E (the “IB Technology Transfer Agreement”), duly executed by Seller Affiliate; (e) A patent license agreement between Seller Affiliate (Merck Sharp & Dohme B.V.) and Buyer in substantially the form attached hereto as Exhibit F (the “Patent License Agreement”), duly executed by Seller Affiliate; (f) A TTA assignment agreement between Seller Affiliates (Merck Sharp & Dohme B.V. and N.V. Organon) and Buyer in substantially the form attached hereto as Exhibit G (the “TTA Assignment”), duly executed by Seller Affiliate; (g) A transition services agreement between Financière MSD (Parent Seller) and Buyer in substantially the form attached hereto as Exhibit H (the “Transition Services Agreement”), duly executed by Seller; (h) An executed copy of the Dutch asset purchase agreement entered into between Seller Affiliates (Merck Sharp & Dohme B.V. and N.V. Organon) and Buyer in substantially the form attached hereto as Exhibit I (the “Dutch Asset Purchase Agreement”); (i) A liability agreement between Buyer, SP, Merck Sharp & Dohme Corp., Merck Sharp & Dohme B.V, N.V. Organon, Financière MS, Intervet International B.V. and Buyer and Amphastar Pharmaceuticals Inc. substantially the form attached hereto as Exhibit J (the “Liability Agreement”), duly executed by Seller; (j) A stability testing services agreement between Seller Affiliate (N.V. Organon) and Buyer in substantially the form attached hereto as Exhibit K (the “Stability Testing Services Agreement”), duly executed by Seller; (k) A Seller parent guarantee in substantially the form attached hereto as Exhibit L (the “Seller Parent Guarantee”), duly executed; (l) A porcine insulin for biotech supply agreement between Seller Affiliate (N.V. Organon) and Buyer in substantially the form attached hereto as Exhibit M (the “Porcine Insulin for Biotech Supply Agreement”), duly executed; (m) A IB quality agreement between Seller Affiliate (Merck Sharp & Dohme B.V.) and Buyer in substantially the form attached hereto as Exhibit N, (the “IB Quality Agreement”), duly executed; (n) A PI quality agreement between Seller Affiliate (Intervet International B.V.) and Buyer in substantially the form attached hereto as Exhibit O, (the “PI Quality Agreement”), duly executed; (o) the mutual confidentiality agreements between Seller Affiliates and Buyer in substantially the forms attached hereto as Exhibit P, (together the “CDAs”), duly executed; (p) the letter of understanding between Buyer and Seller, related to the transitional services agreement for EHS remediation works, in substantially the form attached hereto as Exhibit Q (the “▇▇▇”), duly executed; (q) the letter related to Seller’s temporary employees between Buyer and Seller, in substantially the form attached hereto as Exhibit R (the “Temporary Employees Letter”), duly executed; (r) Such other documents, certificates, agreements and other writings as may be reasonably necessary or desirable to effectuate the transactions contemplated by this Agreement.

  • Closing Deliveries by Purchaser At the Closing, Purchaser shall deliver to Seller: (i) the Purchase Price by wire transfer in immediately available funds to the Purchase Price Bank Account; and (ii) the certificates and other documents required to be delivered pursuant to Section 6.02.

  • Closing Deliveries by Buyer (a) At the Closing (or the Delayed Closing, as applicable with respect to at any Initial Purchased Assets or Initial Assumed Liabilities transferred at the Delayed Closing), Buyer shall deliver, or cause to be delivered, to Parent: (i) the Closing Payment or Delayed Payment, as applicable; provided, that the portion of the Closing Payment to be paid to Halyard China Co., Ltd. may be delivered on the first business day in China following the Closing; (ii) copies of the resolutions of the board of directors of Buyer authorizing and approving the transactions contemplated by this Agreement and the applicable Ancillary Agreements to the extent applicable to Buyer which shall be true and complete and in full force and effect and unmodified as of the Closing (or Delayed Closing, as applicable); (iii) executed counterparts of the Transition Services Agreements and each other Ancillary Agreement to which Buyer is, or is contemplated to be, a party; (iv) such other instruments, in form and substance reasonably satisfactory to Parent, as may be reasonably requested by Parent at least five (5) Business Days prior to the Closing Date (or Delayed Closing Date, as applicable) or necessary under applicable Law to effect the transfer of the Initial Purchased Assets and the Interests to Buyer and to evidence such transfer in the public records, and to effect the assumption by Buyer of the Initial Assumed Liabilities and to evidence such assumption in the public records, in each case duly executed by Buyer; (v) the certificate required by Section 8.03(a); and (vi) such other documents as may be required by applicable Law to consummate the transfer of the Owned Real Property owned by an Asset Seller to Buyer in accordance with this Agreement. (b) At each Later Closing, Buyer shall deliver, or cause to be delivered, to Parent: (i) executed counterparts of applicable Transfer Agreements for the applicable Later Purchased Assets to which Buyer is, or is contemplated to be, a party; and (ii) such other instruments, in form and substance reasonably satisfactory to Parent, as may be reasonably requested by Parent at least five (5) Business Days prior to the applicable Later Closing Date or necessary under applicable Law to effect the transfer of the applicable Later Purchased Assets to Buyer and to evidence such transfer in the public records, to the extent applicable, in each case duly executed by Buyer.

  • 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.

  • 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.