Transactions To Be definition

Transactions To Be. Effected at the Closing. At the Closing: (a) Seller and Seller Subs shall deliver to Purchaser or a Purchaser Buyer, as the case may be, such appropriately executed quit-claim deeds (in recordable form), bills of sale, assignments and other instruments of transfer (including one or more separate bills of sale, assignments and other instruments of transfer with respect to transfers in the United States and each other country where assets are being transferred) relating to the Acquired Assets (other than the Cemax-Icon Shares) in form and substance reasonably satisfactory to Purchaser and its counsel; (b) Seller shall deliver to Purchaser certificates representing the Cemax-Icon Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer, with appropriate transfer stamps, if any, affixed; (c) Seller shall deliver to Purchaser evidence of the obtaining of or the filing with respect to, each Consent required to be obtained pursuant to Section 7.02(d) or which otherwise was obtained by Seller or any Seller Sub or Cemax-Icon in connection with consummation of the Acquisition; (d) Seller shall deliver to Purchaser the certificates, opinions and other documents and agreements to be delivered pursuant to Section 7.02; (e) Purchaser shall deliver to Seller the certificates, opinions and other documents and agreements to be delivered pursuant to Section 7.03; and (f) Purchaser and any Purchaser Buyers, as the case may be, shall deliver to Seller or Seller Subs, as the case may be, (i) payment, by one or more wire transfers to such bank accounts designated in writing by Seller (such designation to be made at least two business days prior to the Closing Date) in immediately available funds in an amount equal to the sum of (A) the Closing Date Purchase Price and (B) all 1998 Payments and all 1999 Payments made or deposited in escrow by Seller prior to Closing as provided in Section 2.03; provided, however, that if any such payment is to be made to an account outside the United States pursuant to the mutual agreement of Seller and Purchaser or because such payment shall be required by applicable Law, such payment shall be made to an account in the relevant country where the assets being transferred are located in U.S. Dollars or, if mutually agreed by Seller and Purchaser or required by applicable Law, in the relevant local currency and (ii) such appropriately executed assumption agreements and other instruments of ass...

Transactions To Be. Effected at the Closing. At the Closing: (a) Seller shall deliver to Purchaser bills of sale, assignments and other instruments of transfer relating to the Acquired Assets in the respective forms set forth in Exhibit A; (b) Purchaser shall deliver to Seller at the Closing 11 (i) payment, by wire transfer to a bank account designated in writing by Seller at least two business days prior to the Closing Date, immediately available funds in the amount of $15,767,387 and (ii) the assumption agreements and other instruments of assumption providing for the assumption of the Assumed Liabilities in the respective forms set forth in Exhibit B; (c) Purchaser and Seller shall execute a license agreement (the "License Agreement") in the form set forth in Exhibit C; (d) Seller shall execute and deliver to Purchaser the letters to the United States Customs Service attached as Exhibits D-1 and D-2 authorizing the importation by Purchaser or any authorized sublicensee of Electronic Products or Covered Books bearing the Licensed Marks into the United States under Recorded Trademark 95-00049; and (e) Purchaser and Seller shall execute and deliver an interim license agreement in the form set forth in Exhibit E.

Transactions To Be. Effected at the Closing. At the Closing: (a) Seller shall deliver to Purchaser an assignment in form and substance satisfactory to Purchaser assigning the LLC Interest to Purchaser, with appropriate transfer tax stamps, if any, affixed thereto; and (b) Purchaser shall deliver to Seller, by wire transfer to a bank account designated in writing by Seller, immediately available funds in an amount equal to the Purchase Price.

Transactions To Be. Effected at the Closing. At the Closing: (i) Seller shall deliver to Purchaser certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer, free and clear of all Liens (as defined in Section 2.03) other than those arising from acts of Purchaser or its affiliates; and (ii) Purchaser shall deliver to Seller payment, by wire transfer to a bank account designated in writing by Seller (such designation to be made at least two business days prior to the Closing Date), immediately available funds in an amount equal to the Purchase Price.

Transactions To Be. Effected at the Closing. At the Closing: (a) Seller shall deliver to Purchaser (i) such appropriately executed bills of sale, assignments and other instruments of transfer relating to the Station Assets in form and substance satisfactory to Purchaser and its counsel and (ii) such other documents as Purchaser or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the agreements set forth in this Agreement; and (b) Purchaser shall deliver to Seller (i) payment of the Purchase Price in the manner provided in Section 2.01(b) and (ii) such other documents as Seller or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the agreements set forth in this Agreement.

Transactions To Be. Effected at the Closing. At the Closing: (a) each of the Cytec Parties, as appropriate, shall duly execute and deliver to Purchaser (i) a General Conveyance, Transfer and Assignment covering all of the Acquired Assets in the form of Exhibit O, (ii) a special warranty deed in the form of Exhibit B, in recordable form, covering the real property included in the Acquired Assets and (iii) such other deeds, bills of sale, assignments and other instruments of conveyance and transfer, consistent with the provisions of this Agreement, as Purchaser may reasonably request (collectively, the "Conveyance Documents"). (b) the Cytec Parties shall deliver or cause to be delivered to Purchaser the documents required to be delivered by them and referred to in Section 6.02, in each case appropriately executed; (c) the Sterling Parties shall deliver or cause to be delivered to Seller (i) the documents required to be delivered by them and referred to in Section 6.03, in each case appropriately executed, (ii) the stock certificate in respect of the Preferred Stock, and (iii) the Closing Date Cash Payment by wire transfer in immediately available funds to the bank account or accounts designated in writing by Parent at least five business days prior to the Closing Date; and (d) each other person party to an Ancillary Agreement shall execute and deliver such Ancillary Agreement.

Transactions To Be. Effected at the Closing. At the Closing: (a) Each Seller shall deliver to Purchaser such appropriately executed deeds, bills of sale, consents, assignments and other instruments of transfer relating to the Acquired Business Assets identified by Purchaser to be delivered by remote telecommunication or such other method as Purchaser may reasonably request, including the assignments set forth in Section 7.3(f) hereof; (b) Purchaser shall deliver to Sellers promptly following the Closing certificates evidencing the shares of Common Stock constituting the Acquisition Consideration in accordance with Section 1.5(a) and such other documents as Sellers may reasonably request to demonstrate satisfaction of the conditions and compliance with the agreements set forth in this Agreement; (c) Purchaser shall deliver to Sellers promptly following the Closing cash in lieu of any fractional share of Common Stock, pursuant to Section 1.5(b), by check; and (d) The other documents, agreements and instruments to be delivered on the Closing Date under Article VII shall be, as applicable, entered into or delivered on the Closing Date.

Transactions To Be. Effected at the Closing. At the Closing: (a) Seller's Deliveries. On the Closing Date, subject to the terms and conditions set forth in this Agreement, Seller shall make the following deliveries: (i) A Bill of Sale in a form reasonably acceptable to Buyer, ▇▇▇ other instruments of conveyance reasonably requested by Buyer, duly executed by Seller; (ii) Assignments of all Intellectual Property in a form reasonably requested by Buyer; (iii) Appropriate releases or termination statements for any security interest in the Acquired Assets; (iv) A certificate of an executive officer of the Seller certifying to the fulfillment of the conditions described in Sections 7.2(a) and 7.2(b) herein; (v) A certificate of the Secretary of Seller, certifying a copy of the resolutions of Seller's Board of Directors which authorize the execution, delivery and performance of this Agreement as having been duly adopted and as being in full force and effect on the Closing Date. (vi) The Lease, duly executed by Seller; (vii) The MIS Services Agreement, duly executed by Seller; (viii) The Transition Services Agreement, duly executed by Seller; (ix) The Registration Rights Agreement, duly executed by Seller; and (x) All other items or documents reasonably requested by Buyer or its counsel.