Conveyances at Closing. (a) At the Closing, in connection with effecting and consummating the transactions contemplated hereby, the Seller shall, to the extent necessary to deliver title, in the Purchaser’s reasonable discretion, deliver the following to the Buyer:
Conveyances at Closing. 9 ARTICLE 4
Conveyances at Closing. At the Closing, and in connection with effecting and consummating the Closing, including, without limitation, the sale and purchase of the Acquired Assets and the delivery of the Purchase Price, Seller and Buyer shall, on the Closing Date, deliver the following:
Conveyances at Closing. At the Closing, the Corporation shall ---------------------- deliver to each Investor a certificate or certificates, registered in the name of such Investor, representing that number of Preferred Shares being purchased by such Investor against receipt by the Corporation of (i) a check payable to the Corporation or a wire transfer to an account designated by the Corporation and/or (ii) a surrendered Senior Note (for which credit shall be given by the Corporation for both unpaid principal and accrued and unpaid interest (other than accrued interest from and after the December 1, 1999, if any, which shall be paid in cash by the Company promptly after the Initial Closing)), in either or both cases, in the full amount of the aggregate Purchase Price for the Preferred Shares being purchased by such Investor at the Closing.
Conveyances at Closing. At the Closing, the Corporation shall ---------------------- deliver to each Investor a certificate or certificates, registered in the name of such Investor, representing that number of Preferred Shares being purchased by such Investor against receipt by the Corporation of a check payable to the Corporation or a wire transfer to an account designated by the Corporation in the full amount of the aggregate Purchase Price for the Preferred Shares being purchased by such Investor at the Closing.
Conveyances at Closing. At the Closing, Sellers will deliver to Buyer full possession of the Assets and such bill(s) of sale, deeds, endorsements, assignments anx xxher good and sufficient instruments of sale, conveyance, transfer and assignment, all containing covenants of general warranty, in form and substance satisfactory to Buyer acting reasonably (including, without limitation, a Bill of Sale and Assignment substantially in the forx xx Schedule 3.2(a), Warranty Deeds substantially in the form of Schedule 3.2(b) and an Assignment of Intellectual Property substantially in the form of Schedule 3.2(c)), as will be required or as may be desirable in the opinion of Buyer's counsel in order to effectively vest in Buyer full, indefeasible, legal, equitable and beneficial title to the Assets with full substitution and subrogation to all rights and actions of warranty, free and clear of all Liens, except for Permitted Encumbrances and the Assumed Liabilities. On the Closing Date, Buyer shall assume and agree to discharge the Assumed Liabilities by delivering to Sellers at the Closing an Agreement for Assignment and Assumption of Assumed Liabilities substantially in the form of Schedule 3.2(d). The parties have agreed to waive any compliance by the Sellers with respect to the Bulk Sales Law, and the Sellers have agreed to indemnify Buyer for the failure to so comply in accordance with Section 9.2.
Conveyances at Closing. (a) Subject to the terms and conditions contained herein, to effect the sale and transfer of the Purchased Assets at the Closing, Seller will, at or before the Closing, execute and deliver or cause to be executed and delivered to Buyer:
Conveyances at Closing. To effect the transfer and assumption described in Sections 2.1 and 2.2 hereof and the delivery of the consideration described in Section 2.3 hereof, Seller and Buyer shall, on the Closing Date, deliver the following:
Conveyances at Closing. At the Closing, the Corporation shall deliver ---------------------- (i) to AT&T a certificate or certificates, registered in the name of AT&T, representing One Million Fifty Thousand (1,050,000) Common Shares and (ii) to a mutually agreed upon escrow agent (the "Escrow Agent") a certificate or certificates, registered in the name of AT&T, representing Four Hundred Fifty Thousand (450,000) Common Shares (the "Escrow Shares") to be held in escrow pursuant to an escrow agreement substantially in the form of Exhibit B hereto --------- (the "Escrow Agreement"), against receipt by the Corporation of a fully executed License Agreement.
