Closing Activities Sample Clauses

Closing Activities. All tools and equipment will be returned to their normal place of storage during the work period. The time necessary for this purpose is authorized for employees working in the field, but in no case shall it exceed thirty (30) minutes.

Closing Activities. The following activities shall occur contemporaneously with or prior to the Closing. (a) The two Seller Directors shall have resigned their positions as members of the Board of Directors.

Closing Activities. Regardless of the cause of termination, the Parties shall in all instances cooperate in closing-out of the Study and, if applicable, comply with all recommendations of the Project steering committee. 10.5

Closing Activities. The following actions shall take place at Closing: (a) Certificates - Each Party shall deliver to the other Party a certificate in a form reasonably satisfactory to the other Party, dated as of the Closing, and executed by a duly authorized officer, partner, attorney-in-fact or owner, as appropriate, of such Party, certifying that the conditions to Closing as set forth in Sections 10.1(a) or 10.2(a), as the case may be, have been met.

Closing Activities. (a) At the Closing, Cumberland shall, and shall cause its Affiliates to: (i) deliver to Apotex a duly executed counterpart to all Transaction Documents to which Cumberland or any of its Affiliates is a party; (ii) deliver to Apotex evidence of the Requisite Stockholder Approval in form and substance reasonably satisfactory to Apotex; and (iii) deliver to Apotex a duly completed and validly executed Internal Revenue Service Form W-9. (b) At Closing, Apotex shall: (i) deliver to Cumberland a duly executed counterpart to all Transaction Documents to which Apotex or any of its Affiliates is a party; and (ii) pay or cause to be paid to Cumberland the Purchase Price by wire transfer of immediately available funds to an account designated by Cumberland not less than two Business Days prior to the Closing Date.

Closing Activities. (a) At the Closing: (i) the Seller shall deliver or cause to be delivered to the Buyer each of the items referred to in Section 8.1(b), in each case duly executed; and (ii) the Buyer shall deliver or cause to be delivered to the Seller each of the items referred to in Section 8.2(c), in each case duly executed. (b) At the Closing, the Buyer shall pay the Purchase Price to the Seller in the manner set forth in Section 3.1 above, and the Seller shall deliver, or shall cause its relevant Affiliate to deliver, to the Buyer (i) the Product Marketing Materials, (ii) the Regulatory Applications and Regulatory Files in electronic form or hard copy and Product Know How, (iii) all Books and Records, (iv) evidence of releases of all Encumbrances (other than Permitted Encumbrances) relating to the Purchased Assets, (v) copies of all Required Consents; and (vi) copies of all correspondence with the U.S. Patent and Trademark Office and files related to the Product Trademarks.

Closing Activities. Subject to the terms and conditions hereof, on the Closing Date: (1) The GENBAND Parties shall deliver to PT: (A) the ▇▇▇▇ of Sale duly executed by the GENBAND Parties; (B) the Patent Assignment duly executed by GENBAND US LLC; (C) the IPLA duly executed by GENBAND US LLC, GENBAND IP Company and GENBAND Ireland Limited; and (D) such other documents, including the Master Purchase and Sale Agreement referenced in paragraph (b) above, reasonably required by PT or its counsel in order to more fully consummate the transactions contemplated by the Agreement. (2) PT shall deliver to the GENBAND Parties: (A) payment by wire transfer of immediately available funds to an account designated by the GENBAND Parties in the amount of the Initial Payment; (B) the Patent Assignment duly executed by PT; (C) the IPLA duly executed by PT; and (D) such other documents, including the Master Purchase and Sale Agreement referenced in paragraph (b) above, reasonably required by the GENBAND Parties or their counsel in order to more fully consummate the transactions contemplated by the Agreement.

Closing Activities. (a) At the Closing, (i) payment of the Purchase Price shall be made by Buyer, in U.S. Dollars, by wire transfer of immediately available funds to Seller’s account listed in Schedule 4.2(a), and (ii) payment of the Estimated Inventory Purchase Amount for the Product Inventory shall be made by Buyer, in U.S. Dollars, by wire transfer of immediately available funds to Seller’s account listed in Schedule 4.2(a): (b) At the Closing, Seller will sell, assign, convey and transfer to Buyer or, as directed by Buyer, to Buyer’s Affiliate, Seller’s right, title and interest in, to and under the Purchased Assets and Transferred Assets. (c) At the Closing, Seller shall deliver to Buyer or to an Affiliate as directed by Buyer, in electronic form only, the Product Approval, the Product Marketing Materials, Books and Records and the Buyer Accepted Customer Orders. The delivery of the Product Inventory shall be performed in accordance with Section 3.3(c). (d) Within thirty (30) days after the Closing Date, Seller shall deliver to Buyer or to an Affiliate of Buyer as directed by Buyer, in electronic form only, the Product Regulatory Materials. (e) At the Closing, Seller will have executed and delivered to Buyer all instruments of conveyance and other documentation relating to the sale and purchase of the Purchased Assets and Transferred Assets, including: (i) the Assumption Agreement; (ii) the ▇▇▇▇ of Sale; (iii) the License Agreement Amendment; (iv) the Domain Names Assignment Agreement; (v) the Canadian Wellbutrin® and Zyban® Amendment; (vi) the Zovirax Distribution Rights Letter; and (vii) the Trademark License Agreement. (f) At the Closing, Buyer shall receive from Seller a certificate certifying to the satisfaction of the conditions set forth in Section 12.2(a) and Section 12.2(b) dated the Closing Date and executed by a duly authorized officer of Seller. (g) At the Closing, Seller shall receive from Buyer a certificate certifying to the satisfaction of the conditions set forth in Section 12.3(a) and Section 12.3(b) dated the Closing Date and executed by a duly authorized officer of Buyer. (h) At the Closing, Buyer will have executed and delivered to Seller: (i) the Assumption Agreement; (ii) the ▇▇▇▇ of Sale; (iii) the License Agreement Amendment; (iv) the Domain Names Assignment Agreement; (v) the Canadian Wellbutrin® and Zyban® Amendment; (vi) the Zovirax Distribution Rights Letter; and (vii) the Trademark License Agreement. (i) At Closing, Seller shall deliver or c...

Closing Activities. At the Closing, each of the Hami▇▇▇▇-▇▇▇▇▇ ▇▇▇bers and the MFSS Shareholders shall deliver or cause to be delivered each of the respective items described in Section 6.3 hereof, and shall execute such other documents, certificates and agreements as are contemplated elsewhere herein.