CLOSING DELIVERIES; ESCROW OF DOCUMENTS Sample Clauses

CLOSING DELIVERIES; ESCROW OF DOCUMENTS. 14.1. Deliveries of the Company, New P.C. and the Physician. At or prior to December 24, 1996, the Company, New P.C. and the Physician shall deliver to Vision 21 and the Subsidiary, c/o Shxxxxxx, Xxop & Kendxxxx, XXP, counsel to Vision 21 and the Subsidiary, the following, all of which shall be in a form reasonably satisfactory to Vision 21 and the Subsidiary and shall be held by Shumxxxx, Xxop & Kendxxxx, XXP in escrow pending Closing, pursuant to an escrow agreement or letter in form and substance mutually acceptable to the parties hereto:
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CLOSING DELIVERIES; ESCROW OF DOCUMENTS. 12.1. Deliveries of the Company, New P.C. and the Shareholder. At or prior to December 24, 1996, the Company, New P.C. and the Shareholder shall deliver to Vision 21, c/o Shxxxxxx, Xxop & Kendxxxx, XXP, counsel to Vision 21, the following, all of which shall be in a form reasonably satisfactory to Vision 21 and shall be held by Shumxxxx, Xxop & Kendxxxx, XXP in escrow pending Closing, pursuant to an escrow agreement or letter in form and substance mutually acceptable to the parties hereto:
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CLOSING DELIVERIES; ESCROW OF DOCUMENTS. 47 12.1. DELIVERIES OF THE COMPANY AND THE PHYSICIAN. . . . . . . . . . . . . . . . . . . . . . 47 12.2. DELIVERIES OF VISION 21. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 12.3. RELEASE OF ESCROW MATERIALS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
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CLOSING DELIVERIES; ESCROW OF DOCUMENTS. 12.1. Deliveries of the Partnership, the Practice and the Partners. At or prior to June 30, 1997, the Partnership, the Practice and the Partners shall deliver to Vision 21, c/o Shxxxxxx, Xxop & Kendxxxx, XXP, counsel to Vision 21, the following, all of which shall be in a form reasonably satisfactory to Vision 21 and shall be held by Shumxxxx, Xxop & Kendxxxx, XXP in escrow pending Closing, pursuant to an escrow agreement or letter in form and substance mutually acceptable to the parties hereto:
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CLOSING DELIVERIES; ESCROW OF DOCUMENTS. 44 12.1. Deliveries of the Company and the Shareholder.............................................. 44 12.2. Deliveries of Vision 21.................................................................... 45 12.3.
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CLOSING DELIVERIES; ESCROW OF DOCUMENTS. 12.1. Deliveries of the Company and the Optometrist. At or prior to ______, 1997, the Company and the Optometrist shall deliver to Vision 21, c/o Shxxxxxx, Xxop & Kendxxxx, XXP, counsel to Vision 21, the following, all of which shall be in a form reasonably satisfactory to Vision 21 and shall be held by Shumxxxx, Xxop & Kendxxxx, XXP in escrow pending Closing, pursuant to an escrow agreement or letter in form and substance mutually acceptable to the parties hereto:
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CLOSING DELIVERIES; ESCROW OF DOCUMENTS. 44 12.1. Deliveries of the Company, New P........................................................... 44 12.2. Deliveries of Vision 21.................................................................... 46 12.3. Release of Escrow Materials................................................................ 47
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CLOSING DELIVERIES; ESCROW OF DOCUMENTS 
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Related to CLOSING DELIVERIES; ESCROW OF DOCUMENTS

  • Seller’s Deliveries at Closing At the Closing, Seller will deliver or cause to be delivered to Buyer:

  • Seller’s Deliveries in Escrow As of or prior to the Closing Date, Seller shall deliver in escrow to Escrow Agent the following:

  • Buyer’s Deliveries at Closing At the Closing, Buyer shall deliver to Seller the following:

  • Closing Deliveries by Seller At the Closing, Seller shall deliver or cause to be delivered to Purchaser:

  • Closing Deliveries (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):

  • Closing Deliveries by Buyer At the Closing, Buyer shall deliver or cause to be delivered to Seller:

  • Seller’s Deliveries At the Closing, Seller shall deliver to Buyer the following:

  • Seller Closing Deliveries No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items:

  • Purchaser’s Deliveries in Escrow As of or prior to the Closing Date, Purchaser shall deliver in escrow to Escrow Agent the following:

  • Pre-Closing Deliveries At least five (5) Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer (a) a written statement (the “Estimated Closing Statement”) setting forth in reasonable detail (i) the Company’s good faith estimate of the Closing Cash Amount (the “Estimated Closing Cash Amount”) and the Closing Debt Amount (the “Estimated Closing Debt Amount”), (ii) the Company’s good faith estimate of the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), (iii) the Company’s good faith estimate of the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”) and (iv) the Company’s good faith estimates of the Initial Merger Consideration, the UAR Payment Amount, the Per Interest Payment Amount (the “Estimated Per Interest Payment Amount”) and the Closing Date Company Unit Consideration; and (b) the Company’s good faith draft of the Distribution Waterfall, which shall be prepared in accordance with the Company LLC Agreement and the UAR Plans. The Estimated Closing Statement shall be prepared in accordance with this Agreement and include reasonable supporting detail of each of the calculations contained therein. Prior to the Closing, and following the delivery of the Estimated Closing Statement by the Company to Buyer, the Company shall consider in good faith any comments to the Estimated Closing Statement reasonably proposed by Buyer and may, in its sole discretion, determine whether to reflect any or all of such comments therein; provided that the Closing shall not be delayed in respect of any such comments proposed by Buyer and in no event shall the proposal of such comments or the delivery of such Estimated Closing Statement be deemed to constitute the agreement of Buyer as to any of the estimated amounts set forth in such Estimated Closing Statement, and in no way shall the delivery of the Estimated Closing Statement or the consummation of the Closing be construed as a waiver by Buyer of its rights under Section 3.6. Notwithstanding anything to the contrary herein, the parties acknowledge and agree, and each Pre-Closing Holder shall acknowledge and agree in such Pre-Closing Holder’s Letter of Transmittal, if applicable, that Buyer shall be entitled to rely on the Company’s calculation of the Closing Date Company Unit Consideration, the Distribution Waterfall and the Estimated Per Interest Payment Amount or UAR Payment Amount payable with respect to each Pre-Closing Holder set forth in the Estimated Closing Statement, as setting forth a true, complete and accurate listing of all items set forth therein and a true, complete and accurate calculation of the amounts to which such Pre-Closing Holders are entitled pursuant to the Company LLC Agreement and the UAR Plans, as in effect as of immediately prior to the Effective Time, in connection with the transactions contemplated by this Agreement, and in no event shall Buyer or any of its Affiliates (including, following the Closing, the Surviving Company and its Subsidiaries) have any liability to the Pre-Closing Holders or to any other Person for the calculation or allocation of any item or amount set forth therein.

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