THE COMPANY AT CLOSING Sample Clauses

THE COMPANY AT CLOSING. The obligations of the Company under Article I of this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions:
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THE COMPANY AT CLOSING. The parties acknowledge that at the Closing the assets of the Company on a non-consolidated basis shall consist of the following: (i) all of the issued and outstanding capital stock of PEcoS; (ii) certain fixed assets, including, but not limited to, “Calibration Laboratory Equipment”, described in Schedule 1.1 attached hereto; (iii) all of the Company’s cash and cash equivalents; (iv) all of the Company’s accounts receivable and working capital, (v) goodwill assets of the Company; (vi) 24,000 shares of stock of IsoRay, Inc., (vii) deferred tax assets of the Company existing as of Closing, and (viii) all other assets specifically identified in Schedule 1.1 of the Company Disclosure Schedule as assets of the Company as of the Closing, but specifically excluding those assets of the Company listed on Schedule 9.23 of the Company Disclosure Schedule that are part of the Pre-Closing Distributions, as defined in paragraph 9.23, (the assets referenced to in (i) through (viii) above, collectively, the “Assets of the Company at Closing”). The parties hereto agree that as of the Closing, the Liabilities (as defined in paragraph 7.11) of the Company shall consist only of the Lender Debt (as defined in paragraph 7.11) and the Shareholder Debt (as defined in paragraph 7.27). The Lender Debt and the Shareholder Debt are collectively referred to as the “Assumed Liabilities”). At the Closing, the Company and PEcoS (on a consolidated basis) shall have no Liabilities other than the Liabilities at Closing (as defined in paragraph 7.11). At the Closing, the Company, consolidated with PEcoS, shall consist of the business and operations of PEcoS, the Assets of the Company at Closing and the Liabilities at Closing (collectively referred to herein as the “Company at Closing”).
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Related to THE COMPANY AT CLOSING

  • At Closing (1) Seller shall execute and deliver a general warranty deed conveying title to the Property to Buyer and showing no additional exceptions to those permitted in Paragraph 6 and furnish tax statements or certificates showing no delinquent taxes on the Property.

  • Actions at Closing At the Closing, the following actions will take place:

  • Payment at Closing The Borrower shall have paid (A) to the Administrative Agent, the Arrangers and the Lenders the fees set forth or referenced in Section 4.3 and any other accrued and unpaid fees or commissions due hereunder, (B) all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent accrued and unpaid prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent) and (C) to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.

  • Actions at the Closing At the Closing:

  • Cash at Closing At Closing, Purchaser shall pay to Seller, by wire transferred current federal funds, an amount equal to the Purchase Price, minus the sum of the Xxxxxxx Money which Seller receives at Closing from the Escrowee, and plus or minus, as the case may require, the closing prorations and adjustments to be made pursuant to Section 4(C) below.

  • Transactions at the Closing At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:

  • Delivery at Closing At the Closing, the Company will deliver to the Purchaser a stock certificate registered in the Purchaser’s name, representing the number of Shares to be purchased by Purchaser hereunder, against payment of the purchase price therefore as indicated above.

  • Transactions at Closing At the Closing, subject to the terms and conditions hereof:

  • At the Closing (a) Seller will deliver to Buyer:

  • Deliveries at the Closing At the Closing:

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