Deliveries and Transactions at the Closing Clause Samples

Deliveries and Transactions at the Closing. At the Closing, the following transactions shall occur simultaneously (no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered): 4.4.1. True and correct copies of the resolution of the Board of Directors of the Company, substantially in the form attached hereto as Appendix D, shall be delivered to Yissum, approving, inter alia, the execution, delivery and performance by the Company of this Agreement, including the performance of the Company’s obligations hereunder, to the extent such approval is necessary. 4.4.2. The Company shall pay Yissum the second installment of the License Fee (US $400,000), by a way of a bank transfer to Yissum’s bank account, pursuant to the wiring instructions set forth in Section 7.1 below. 4.4.3. Yissum shall grant the License to the Company as provided in Section 2.1 above.

Deliveries and Transactions at the Closing. 1(u) of the APA is hereby deleted in its entirety.

Deliveries and Transactions at the Closing. Concurrently with the execution of this Agreement, the following transactions shall occur and the following documents will be delivered:

Deliveries and Transactions at the Closing. At the Closing, the following transactions shall occur simultaneously (no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered to the satisfaction of the Purchesers and its counsel). The date on which the Closing occurs is referred to herein as the “Closing Date”. 6.2.1. The Sellers shall deliver to the Purchasers the following: (a) all of the Purchased Assets (including all tangible assets included in the Purchased Assets) and such assignments and instruments, in forms reasonably acceptable to the Purchasers, as are necessary to document the transfer of such assets from the Sellers to the Purchaser and vest in the Purchasers good, valid and marketable title to the Purchased Assets. (b) The Sellers’ signatures on the IP Assignment Agreement, attached hereto as Schedule 6.2.1(b) (the “IP Agreement”). (c) written consents from the relevant parties to the material Assumed Agreements listed in Schedule 6.2.1(c) (the “Material Agreements”), confirming their consent to the transfer of the Sellers’ rights under the Assumed Agreements, in a form acceptable to the Purchasers. (d) a copy of resolutions of the board of directors (and in the case of P-Tech, also a copy of the resolutions of its sole shareholder), as applicable, of each Seller approving such Seller’s execution and performance of this Agreement, the IP Agreement, the Escrow Agreement, the Transition Services Agreement, Radiancy Amendment, Waivers and Deed (each as defined below), as applicable, (the “Transaction Documents”) and the consummation of the transactions contemplated hereby and thereby, in the form attached hereto as Schedule 6.2.1 (d). (e) copies of all Consents, as defined in Section 7.4 below. (f) evidence of release of all Liens on the Purchased Assets. (g) a copy of a duly signed legal opinion of the Sellers’ counsel in the form attached hereto as Schedule 6.2.1(g). (h) An amendment to that certain Cross Licensing Agreement by and between Radiancy and PHMD dated 27 December 2012, whereby the Purchased IPR is excluded from the license granted by the Sellers thereunder (the “Radiancy Amendment”). (i) A copy of the Transition Services Agreement by and among the Sellers and Pharma Cosmetics duly signed by each of the Sellers. (j) A copy of the consent of each landlord under the Leases (as defined below) to the sub-lease thereof by the Sellers or Radiancy (as applicable) to Pharma Cosme...

Deliveries and Transactions at the Closing