Common use of Closing Activities Clause in Contracts

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 cause to be delivered to Buyer: (i) a letter from Seller to the FDA, duly executed by Seller, transferring the rights to the Product Approval to Buyer; and (ii) a letter from Seller to the FDA, Division of Drug Marketing, Advertising and Communication, notifying of the transfer of the Product Approval to Buyer. (j) At Closing, Buyer shall deliver or cause to be delivered to Seller: (i) a letter from Buyer to the FDA. duly executed by Buyer, assuming responsibility for the Product Approval from Seller; and (ii) a letter from Buyer to the FDA, Division of Drug Marketing, Advertising and Communication, notifying of the transfer of the Product Approval from Seller to Buyer.

Closing Activities. (a) At the Closing, (i) payment of the Closing Purchase Price shall be made by Buyer, in U.S. DollarsUSD, by wire electronic funds transfer of immediately available funds to Seller’s an account listed or accounts designated in Schedule 4.2(a), and (ii) payment of the Estimated Inventory Purchase Amount for the Product Inventory shall be made writing by Buyer, in U.S. Dollars, by wire transfer of immediately available funds to Seller’s account listed in Schedule 4.2(a):Sellers. (b) At the Closing, Seller Sellers will sell, assign, convey and transfer (or, where relevant, shall procure the same) to Buyer or, as directed by Buyer, to Buyer’s Affiliate, Seller’s Sellers’ right, title and interest in, to and under the Purchased Assets free and Transferred Assetsclear of all Encumbrances (other than Permitted Encumbrances). (c) At or prior to the Closing, Seller Sellers shall deliver or cause to be delivered to Buyer or to an Affiliate as directed by Buyer, Buyer the MA 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)eCTD format. (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 Sellers and Buyer will have executed and delivered to Buyer all instruments of conveyance and each 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® Sale and Zyban® Amendment; (vi) the Zovirax Distribution Rights Letter; and (vii) the Trademark License Assumption 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. (he) At the Closing, Buyer will have executed and delivered to Seller: (i) Sellers any assignment agreement required by the Assumption Agreement; (ii) terms of Assigned Contracts to the ▇▇▇▇ of Sale; (iii) extent that such assignment agreements have been obtained pursuant to Section 2.5 prior to 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 AgreementClosing. (if) At Closing, Seller Sellers shall deliver or cause to be delivered to Buyer: (i) Buyer a letter from Seller Sellers or their agent to the FDA, in the form of Exhibit D-1 attached hereto, duly executed by SellerSeller(s), as applicable, transferring the rights to the Product Approval to Buyer; and (ii) a letter from Seller to the FDA, Division of Drug Marketing, Advertising and Communication, notifying of the transfer of the Product Approval MA to Buyer. (jg) At Closing, Buyer shall deliver or cause to be delivered to Seller: (i) a letter from Buyer to the FDA. duly executed by Buyer, assuming responsibility for the Product Approval from Seller; and (ii) Seller a letter from Buyer to the FDA, Division in the form of Drug MarketingExhibit D-2 attached hereto, Advertising duly executed by Buyer, in which Buyer confirms that, with effect from Closing: (i) the Purchased Assets have been transferred to Buyer; (ii) Buyer has assumed all responsibility for the MA and Communicationthe Product and commits to adhere to, notifying fulfill and complete all agreements, promises, commitments and conditions made by Sellers to all Governmental Entities for and related to the MA and the Product; and (iii) it has a complete copy of the transfer of the Product Approval from Seller Purchased Assets (including those supplements and records that are required to Buyerbe kept under CFR 314.81).