Closing Delivery and Payment Clause Samples

Closing Delivery and Payment. The closing of the sale and purchase of the Shares under this Agreement (the "Closing") shall take place at 10:00 a.m. on November 23, 1999, ------- at the offices of Powell, Goldstein, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time or place as the Company and the Purchasers may mutually agree (such date is hereinafter referred to as the "Closing Date"). At the Closing, subject to the terms and conditions hereof, the ------------ Company will deliver to the Purchasers certificates representing the number of Shares to be purchased at the Closing by each Purchaser, against payment of the purchase price therefor by certified check or wire transfer of immediately available funds.

Closing Delivery and Payment. The closing of the sale and purchase of the Shares under this Agreement (the “Closing”) will take place on the Effective Date, or at such other time as the parties may otherwise agree. The payment of the Purchase Price shall be made by Purchaser no later than 4:00 PM on the Effective Date by check or wire transfer of immediately available funds to such account as may be designated by the Company. Upon receipt of the Purchase Price, Seller will issue a certificate evidencing the Shares to the Purchaser. At Closing, the Company will cause to be executed and delivered to the Purchaser a fully executed secretary’s certificate and written consent of directors evidencing the Company’s approval of this Agreement.

Closing Delivery and Payment. The closing of the sale and purchase of the Shares under this Agreement (the “Closing”) will take place simultaneously with the execution of this Agreement or at such other time as the parties may otherwise agree. At the Closing, the Purchaser will pay the entire Purchase Price for all of the Shares by wire transfer of immediately available funds to such account as may be designated by the Company. Notwithstanding the foregoing, the Company will not issue or otherwise put in the Purchaser’s name any Shares until the satisfaction of each of the following conditions (the “Share Delivery Conditions”): (a) no Shares shall be delivered prior to the date that is six (6) months from the date hereof; (b) the Purchaser shall have delivered to the Company written notice specifying the number of Shares to be delivered (a “Share Delivery Notice”); and (c) such delivery of Shares will not result in the Purchaser owning Common Stock in excess of the Maximum Percentage (as defined below). Upon satisfaction of the Share Delivery Conditions, the Company will deliver the number of Shares specified in the applicable Share Delivery Notice within three (3) days of the Purchaser’s delivery of the applicable Share Delivery Notice. Upon execution of this Agreement, the Company will cause to be executed and delivered to the Purchaser a fully executed secretary’s certificate substantially in the form attached hereto as Exhibit A evidencing the Company’s approval of this Agreement.

Closing Delivery and Payment. (a) The Closing shall take place at the offices of ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.A. in Minneapolis, Minnesota at 10:00 A.M., Central time, as of the date first set forth above, or at such other time and place as the parties shall mutually agree. The date on which the Closing occurs is called the “Closing Date.” The Closing shall be deemed to occur and be effective as of the close of business on the Closing Date. (b) At the Closing, Parent shall, and, as applicable, shall cause the Asset Selling Corporations to, deliver to Purchaser: (i) a ▇▇▇▇ of sale for the Conveyed Assets that are tangible personal property, in the form attached hereto as Exhibit A (the “▇▇▇▇ of Sale”), executed by the Asset Selling Corporations; (ii) an assignment agreement for the Conveyed Assets that are intangible personal property, in the form attached hereto as Exhibit B, which assignment shall also contain Purchaser’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), executed by the Asset Selling Corporations; (iii) assignments of Purchased IP Rights, each executed by the applicable Asset Selling Corporations in a form provided by Purchaser prior to Closing; (iv) copies of the resolutions (or local equivalent) of the board of directors (or local equivalent) of each Asset Selling Corporation authorizing and approving the transactions contemplated herein; and (v) copies of releases pursuant to UCC-3’s, as applicable, or otherwise, of all Liens held by CIT Healthcare LLC, as Collateral Agent, with respect to the Conveyed Assets. (c) At the Closing, Purchaser shall deliver to the Parent (for itself and as agent for the benefit of the Asset Selling Corporations): (i) the Purchase Price and the Royalty Payment by wire transfer in immediately available funds to one or more accounts specified in writing by Parent on or prior to the Closing Date; (ii) the Assignment and Assumption Agreement, executed by Purchaser; and (iii) copies of the resolutions of the board of directors or committee thereof of Purchaser authorizing and approving the transactions contemplated herein.

Closing Delivery and Payment. 3.1. Closing Subject to the terms and conditions herein, the closing of the transactions contemplated hereby (the “Closing”), shall take place on the date hereof, at such time or place as the Company and Purchaser may mutually agree (such date is hereinafter referred to as the “Closing Date”).

Closing Delivery and Payment. Subject to the terms of Section 5, the closing of the sale and purchase of the Shares under this Agreement (the "Closing") shall take place concurrently with, but not before, the closing of the IPO at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The date of the Closing is referred to as the "Closing Date." At the Closing, subject to the terms and conditions hereof, the Company will deliver to Purchaser a certificate representing the number of Shares to be purchased at the Closing against payment by or on behalf of Purchaser of the purchase price therefor by cash, wire transfer, or by such other means as shall be mutually agreeable to Purchaser and the Company.

Closing Delivery and Payment. (a) The Buyback Closing shall take place at the offices of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as VW and the Company shall agree, at 9:00 a.m. (local time) on, (i) if the over-allotment option described in Section 2(d) of the Underwriting Agreement is exercised, the later of (A) the date of the closing of such over-allotment option and (B) the 30th day following the Public Closing Date (unless such day is not a Business Day, in which case the Buyback Closing Date shall be on the next succeeding Business Day) or as soon thereafter as practicable after the conditions set forth in Section 5 have been satisfied or (ii) if the over-allotment option described in Section 2(d) of the Underwriting Agreement is not exercised, the 30th day following the Public Closing Date (unless such day is not a Business Day, in which case the Buyback Closing Date shall be on the next succeeding Business Day) or as soon thereafter as practicable after the conditions set forth in Section 5 have been satisfied. (b) On the Buyback Closing Date, VW shall deliver to the Company such instruments of transfer, in form and substance reasonably satisfactory to the Company, as shall be sufficient to transfer the Buyback Shares to the Company, and in exchange therefor (and upon receipt of confirmation from the Company's transfer agent of its receipt of the instruments of transfer to be delivered to it), the Company shall pay to VW in immediately available funds to the account(s) designated by VW, an amount equal to (i) the aggregate Purchase Price for the Buyback Shares plus (ii) the amount of the Underwriting Commission Fees (as defined in Section 3.3), if any, minus (iii) the sum of (A) the amount of the Registration Fees (as defined in Section 2.4) plus (B) the amount of the Pre-registration Expenses (as defined in Section 8.1). (c) At the Buyback Closing, counsel to VW shall deliver its opinion to the Company as to the matters set forth in Sections 4.1(a) and 4.3(ii) and (iii), in form and substance substantially similar to the enforceability and conveyance opinions delivered by such counsel in connection with the Underwriting Agreement, and dated as of the Buyback Closing Date. (d) At the Buyback Closing, counsel to the Company shall deliver its opinion to VW, as to the matters set forth in Section 4.1(a), in form and substance substantially similar to the enforceability opinion delivered by such counsel in connection with the U...

Closing Delivery and Payment. (a) Subject to the terms of Section 5 hereof, the closing of the sale and purchase of the Shares under this Agreement (the “Private Closing”) shall take place substantially simultaneously with the Closing pursuant to the Underwriting Agreement (the date of such closing shall be referred to herein as the “Closing Date”). (b) At the Private Closing, subject to the terms and conditions hereof, the Company will deliver to the Purchaser a certificate representing the Shares against payment by or on behalf of the Purchaser of the aggregate Purchase Price for the Shares by wire transfer to an account designated by the Company, or by such other means as shall be mutually agreeable to Purchaser and the Company. The Closing shall take place at the offices of the Company or by mail or email facilities or such other place or means as the Company and the Purchaser may agree.

Closing Delivery and Payment. 1 2.1 Closing.......................................................................1 2.2 Delivery......................................................................2 3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.............................2 3.1 Organization, Good Standing and Qualification.................................2 3.2 Subsidiaries..................................................................2