Conditions to Closing Closing Deliveries. 5.1 Conditions to Each Party's Obligations. The respective obligations of each party to effect the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Effective Time of the following conditions:
Conditions to Closing Closing Deliveries. The obligations of each of the parties hereto to make the closing deliveries set forth in Sections 4.2, 4.3 or 4.4, respectively, shall be conditioned upon the simultaneous delivery of the closing deliveries required to be made by the other parties hereto pursuant to Sections 4.2, 4.3 or 4.4, respectively.
Conditions to Closing Closing Deliveries. At Closing, each of Purchaser and Seller, as applicable, shall execute and deliver each of the following Closing Documents to which it or he is a party. Execution and delivery of each of the Closing Documents shall be a condition to the obligation of the other party to close the transactions contemplated by this Agreement on the Closing Date.
Conditions to Closing Closing Deliveries. 2 4.1 Purchasers' Conditions to Closing.........................................2 4.2 Closing Deliveries of the Company and Probex..............................4 4.3 Closing Deliveries of the Collateral Agent................................5 4.4 Closing Deliveries of the Purchasers......................................6
Conditions to Closing Closing Deliveries. SECTION 8.1 Conditions Precedent to Obligations of Purchaser 45 SECTION 8.2 Conditions Precedent to Obligations of Sellers Exhibit 2.1 TABLE OF CONTENTS (continued) Page SECTION 8.3 Sellers’ Closing Deliveries SECTION 8.4 Purchaser’s Closing Deliveries 47 SECTION 8.5 Frustration of Closing Conditions 47 ARTICLE IX INDEMNIFICATION 48 SECTION 9.1 Indemnification Obligations of Sellers 48 SECTION 9.2 Indemnification Obligations of Purchaser 48 SECTION 9.3 Indemnification Procedure. 48 SECTION 9.4 Survival Period 50 SECTION 9.5 Liability Limits. 50 SECTION 9.6 Set-Off 51 SECTION 9.7 Exclusive Remedy 52 ARTICLE X MISCELLANEOUS 52 SECTION 10.1 Payment of Sales, Use or Similar Taxes 52 SECTION 10.2 Expenses SECTION 10.3 Arbitration SECTION 10.4 Entire Agreement; Amendments and Waivers SECTION 10.5 Governing Law SECTION 10.6 Notices SECTION 10.7 Severability SECTION 10.8 Binding Effect; Assignment; Third Party Beneficiaries SECTION 10.9 Counterparts SECTION 10.10 Waiver of Jury Trial 55 SECTION 10.11 Performance 55 Exhibit 2.1 TABLE OF CONTENTS (Continued) Page Exhibits Exhibit 1.1(a)(1) Assumption Agreement Exhibit 1.1(a)(2) Xxxx of Sale and Assignment Exhibit 3.1(b) Short Term Convertible Note Exhibit 3.1(d) Convertible Stock-Payable Note Exhibit 3.3 Purchase Price Allocation Exhibit 5.4(c) Lease Assignment Exhibit 2.1 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of January 15, 2010, is between Cicero Inc., a Delaware corporation (“Purchaser”), SOAdesk, LLC, a Delaware limited liability company (“SOAdesk”), and Vertical Thought, Inc., a Georgia corporation (“VTI”; SOAdesk and VTI each a “Seller” and collectively “Sellers”).
Conditions to Closing Closing Deliveries
