First Milestone Closing Deliverables. At or prior to the First Milestone Closing, the following will occur:
First Milestone Closing Deliverables Sample Clauses
Related to First Milestone Closing Deliverables
Post-Closing Deliverables On or before the Closing Date, the applicable Seller shall deliver to Buyer the following:
Closing Deliverables (a) At the Closing, Seller shall deliver to Buyer the following:
Seller Closing Deliverables At the Closing, Seller shall deliver to Buyer the following:
Seller’s Closing Deliverables At the Closing, Seller shall deliver or cause to be delivered to Purchaser, at Seller's expense, each of the following items:
Buyer Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:
Pre-Closing Deliveries (i) At least ten Business Days prior to the Closing, the Seller will furnish to the Buyer a certificate (the “Estimated Purchase Price Certificate”) setting forth (i) a good faith estimate of the Closing Net Working Capital; (ii) the Estimated Indebtedness (including Paid Indebtedness); (iii) the estimated Seller’s Expenses that remain unpaid as of the Closing; (iv) a good faith estimate of the Company Cash; and (v) a reasonably detailed calculation of the Purchase Price using the Company’s good faith calculation of the foregoing estimates and other amounts (the “Estimated Purchase Price”). The Estimated Purchase Price Certificate will be prepared in accordance with the Calculation Principles, and will not include any changes in assets or liabilities as a result of purchase accounting adjustments arising from, or resulting as a consequence of, the Transactions. The Seller shall (x) provide supporting documentation as may be reasonably requested by the Buyer in order to allow it to review the calculations set forth in the Estimated Purchase Price Certificate, and (y) make appropriate revisions to the Estimated Purchase Price Certificate as are mutually agreed upon by the Seller and the Buyer acting in good faith; provided that if the parties cannot mutually agree upon any proposed revisions to the Estimated Purchase Price Certificate, then, the parties shall use estimates set forth in the Estimated Purchase Price Certificate as prepared by the Seller for Closing, and the Buyer may thereafter seek adjustments pursuant to the remaining provisions of this Section 1.8; and
Additional Closing Deliveries At each Closing, the Company shall deliver or cause to be delivered to the Investor the following (the“Company Deliverables”):
Company Closing Deliveries At the Closing, the Company shall deliver, or cause to be delivered, to the Purchaser the following:
Closing Date Deliverables On the Closing Date, the Sponsor Holdco shall deliver to Acquiror and the Company a duly executed copy of that certain Amended and Restated Registration Rights Agreement, by and among Acquiror, the Company, the Sponsor Holdco and certain of the Company’s stockholders or their respective affiliates, as applicable, in substantially the form attached as Exhibit C to the Merger Agreement.
Purchaser Closing Deliveries At the Closing, Purchaser shall deliver, or cause to be delivered, the following:
