Execution; Closing; Deliveries Sample Clauses

Execution; Closing; Deliveries. (a) The transactions contemplated by this Agreement shall be consummated at a closing (the “Closing”) to occur on or before October 31, 2002, at VESTA’s offices in Bethesda, Maryland or at such other time or location as the parties may mutually agree. (b) On or before the Closing Date, ICT shall deliver to VESTA, by hand delivery at the Closing or by shipping such items to a destination in the United States specified by VESTA: (i) all tangible portions of the Acquired Assets (including, without limitation, the Documentation, the Regulatory Documentation and the Contracts), except that the Inventory shall remain at its current location(s) ; and (ii) the Technical Package. (c) At the Closing, ICT shall execute and deliver to VESTA a B▇▇▇ of Sale and Assignment and Assumption Agreement substantially in the form of Schedule A (the “B▇▇▇ of Sale and Assignment”) selling, assigning, transferring and conveying the Acquired Assets to VESTA. (d) At the Closing, ICT shall deliver a certificate of its Chief Executive Officer certifying: (i) that the conditions set forth in Sections 3.2(b)(ii), 3.2(b)(iii) and, if the Closing Date is after the date hereof, 3.2(b)(i) have been satisfied; (ii) that the corporate resolutions authorizing the execution, delivery and performance of the ICT Agreements (as defined in Section 4.1(b)) the consummation of the transactions contemplated therein, attached thereto are in full force and effect and have not been amended, modified or rescinded; and (iii) as to the incumbency and authority of the officers of ICT executing the ICT Agreements and acting on its behalf in connection with the transactions contemplated thereby. (e) At the Closing, ICT shall deliver to VESTA evidence that all Specified Consents have been obtained. (f) At the Closing, ICT shall cause its counsel to deliver to VESTA certain legal opinions relating to corporate matters, dated the Closing Date, in the form of Schedule B. (g) At the Closing, VESTA shall make the payment to ICT as described in Section 2.3(a)(i). (h) At the Closing, VESTA shall deliver a certificate of its Chief Executive Officer certifying: (i) that the conditions set forth in Sections 3.2(a)(ii) and, if the Closing Date is after the date hereof, 3.2(a)(i) have been satisfied; (ii) that the corporate resolutions authorizing the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated herein, attached thereto are in full force and effect and have no...