As to Buyer. At the Closing, Buyer shall, in exchange for the Purchased Assets, deliver to Seller, in each case duly executed by Buyer: (a) The Closing Consideration; (b) The certificate required by Section 7.2.1; (c) A certificate dated the Closing Date and signed on behalf of Buyer by its respective Secretary or Assistant Secretary attaching (i) a certificate issued by the Secretary of State of New York as of a date within fifteen (15) business days of the Closing Date evidencing that Buyer is a subsisting corporation, and (ii) specimen signatures of the incumbent officers of Buyer executing this Agreement, the Collateral Documents and the certificates being delivered pursuant to this Agreement; (d) The Collateral Documents to which Buyer is a party; and (e) Such other documents and instruments as Seller or its counsel may reasonably request pursuant to Section 7.2.5.
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Samples: Asset Purchase Agreement (Alimera Sciences Inc), Asset Purchase Agreement (Alimera Sciences Inc)
As to Buyer. At the Closing, Buyer shall, in exchange for the Purchased Assets, deliver to Seller, in each case duly executed by Buyer:
(a) The Closing Consideration;
(b) The certificate required by Section 7.2.1;
(c) A certificate dated the Closing Date and signed on behalf of Buyer by its respective Secretary or Assistant Secretary attaching (i) a certificate issued by the Secretary of State of New York as of a date within fifteen (15) business days of the Closing Date evidencing that Buyer is a subsisting corporation, and (ii) specimen signatures of the incumbent officers of Buyer executing this Agreement, the Collateral Documents and the certificates being delivered pursuant to this Agreement;
(d) The Collateral Documents to which Buyer is a party;
(e) The reimbursement required by Section 7.2.4; and
(ef) Such other documents and instruments as Seller or its counsel may reasonably request pursuant to Section 7.2.5.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Alimera Sciences Inc), Asset Purchase Agreement (Alimera Sciences Inc)
As to Buyer. At the Closing, Buyer shall, in exchange for the Purchased Assets, deliver to Seller, in each case duly executed by Buyer:
(a) The Closing Consideration;
(b) The certificate required by Section 7.2.1;
(c) A certificate dated the Closing Date and signed on behalf of Buyer by its respective Secretary or Assistant Secretary attaching (i) a certificate issued by the Secretary of State of New York as of a date within fifteen (15) business days of the Closing Date evidencing that Buyer is a subsisting corporation, and (ii) specimen signatures of the incumbent officers of Buyer executing this Agreement, the Collateral Documents and the certificates being delivered pursuant to this Agreement;
(d) The Collateral Documents to which Buyer is a party; Execution Version
(e) The reimbursement required by Section 7.2.4; and
(ef) Such other documents and instruments as Seller or its counsel may reasonably request pursuant to Section 7.2.5.
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As to Buyer. At the Closing, Buyer shall, in exchange for the Purchased Assets, deliver to Seller, in each case duly executed by Buyer:
(a) The Closing Consideration;
(b) The certificate required by Section 7.2.1;
(c) A certificate dated the Closing Date and signed on behalf of Buyer by its respective Secretary or Assistant Secretary attaching (i) a certificate issued by the Secretary of State of New York as of a date within fifteen (15) business days of the Closing Date evidencing that Buyer is a subsisting corporation, and (ii) specimen signatures of the incumbent officers of Buyer executing this Agreement, the Collateral Documents and the certificates being delivered pursuant to this Agreement;
(d) The Collateral Documents to which Buyer is a party; and
(e) Such other documents and instruments as Seller or its counsel may reasonably request pursuant to Section 7.2.5.Execution Version
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