Common use of Buyer Closing Deliverables Clause in Contracts

Buyer Closing Deliverables. At the Closing, the Buyer shall execute and/or deliver (or cause to be executed and/or delivered) to Seller the following documents: (i) executed counterparts of each Assignment and Assumption of Lease and the Assignment; (ii) all material consents, waivers, authorizations and approvals, if any, mutually agreed by the Parties to be required from any Governmental Authorities in connection with the consummation of the transactions contemplated by this Agreement; (iii) all such filings and submissions to the FDA or any other Governmental Authority, duly executed by Buyer, as are necessary in connection with the transfer of the rights to any Licenses or Permits (to the extent so transferable); (iv) a certificate of a duly authorized officer of Buyer certifying that each representation and warranty of Buyer hereunder is true and correct as of the Closing Date (except that those representations and warranties which address matters only as of a particular date need only be true and correct as of such date), in each case except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby; (v) a certificate of a duly authorized officer of Buyer certifying that Buyer has performed and complied in all material respects with each of the covenants, agreements and obligations Buyer is required to perform at or prior to Closing under the terms of this Agreement; (vi) an RSV plasma supply agreement in form and substance mutually agreeable to the Parties, which supply agreement will provide that for three (3) years after the Closing ADMA Biologics and ADMA BioManufacturing will be able to purchase RSV plasma from the Acquired Centers at a price equal to cost plus 5% (without any additional increase due to inflation);; and (vii) such additional documents as shall be reasonably requested by Seller to consummate the transactions contemplated by this Agreement.

Buyer Closing Deliverables. At the Closing, the Buyer shall execute and/or deliver (or cause to be executed and/or delivered) to Seller the following documents: (i) executed counterparts of each Assignment and Assumption of Lease and the Assignment; (ii) all material consents, waivers, authorizations and approvals, if any, mutually agreed by the Parties to be required from any Governmental Authorities in connection with the consummation of the transactions contemplated by this Agreement; (iii) all such filings and submissions to the FDA or any other Governmental Authority, duly executed by Buyer, as are necessary in connection with the transfer of the rights to any Licenses or Permits (to the extent so transferable); (iv) a certificate of a duly authorized officer of Buyer certifying that each representation and warranty of Buyer hereunder is true and correct as of the Closing Date (except that those representations and warranties which address matters only as of a particular date need only be true and correct as of such date), in each case except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby; (v) a certificate of a duly authorized officer of Buyer certifying that Buyer has performed and complied in all material respects with each of the covenants, agreements and obligations Buyer is required to perform at or prior to Closing under the terms of this Agreement; (vi) an RSV plasma supply agreement in form and substance mutually agreeable to the Parties, which supply agreement will provide that for three (3) years after the Closing ADMA Biologics and ADMA BioManufacturing will be able to purchase RSV plasma from the Acquired Centers at a price equal to cost plus 5% (without any additional increase due to inflation);; and (vii) such additional documents as shall be reasonably requested by Seller to consummate the transactions contemplated by this Agreement.

Buyer Closing Deliverables. At the Closing, the Buyer shall execute and/or deliver (or cause to be executed and/or delivered) delivered to Seller the following documentsSeller: (i) executed counterparts of each Assignment and Assumption of Lease the Cash Consideration payment required pursuant to Section 2.1(b)(i) and the Assignment;shares of AYTU Common Stock required pursuant to Section 2.1(b)(ii). (ii) a certificate, dated as of the Closing Date, duly executed by an authorized officer of Buyer, certifying that: (A) all material consents, waivers, authorizations documents to be executed by Buyer and approvals, if any, mutually agreed delivered at the Closing have been executed by a duly authorized signatory of Buyer; (B) the resolutions adopted by the Parties Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement, as attached to be required from any Governmental Authorities the certificate, were duly adopted and remain in connection with full force and effect, and have not been amended, rescinded or modified, except to the extent attached thereto; and (C) Buyer’s officer executing this Agreement, and each of the other documents necessary for consummation of the transactions contemplated by this AgreementContemplated Transactions, is an incumbent officer, and the specimen signature on such certificate is a genuine signature; (iii) all such filings Armistice Capital and submissions certain officers of Aytu will enter into a Voting Agreement in the form of Exhibit 2.4(c)(iii). (iv) a certificate, dated as of the Closing Date, duly executed by an authorized officer of Buyer, certifying that Buyer (a) is able to pay its debts as they become due and (b) has adequate capital to carry on its business. (v) the FDA or any other Governmental AuthorityTransition Services Agreement, duly executed by Buyer, as are necessary in connection with the transfer of the rights to any Licenses or Permits (to the extent so transferable); (iv) a certificate of a duly authorized officer of Buyer certifying that each representation and warranty of Buyer hereunder is true and correct as of the Closing Date (except that those representations and warranties which address matters only as of a particular date need only be true and correct as of such date), in each case except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby; (v) a certificate of a duly authorized officer of Buyer certifying that Buyer has performed and complied in all material respects with each of the covenants, agreements and obligations Buyer is required to perform at or prior to Closing under the terms of this Agreement; (vi) an RSV plasma supply agreement in form and substance mutually agreeable to the PartiesRegistration Rights Agreement, which supply agreement will provide that for three (3) years after the Closing ADMA Biologics and ADMA BioManufacturing will be able to purchase RSV plasma from the Acquired Centers at a price equal to cost plus 5% (without any additional increase due to inflation);duly executed by Buyer; and (vii) such additional documents as shall be reasonably requested the Bxxx of Sale and the Assignment and Assumption Agreement, duly executed by Seller to consummate the transactions contemplated by this AgreementBuyer.

Buyer Closing Deliverables. At the Closing, the Buyer shall execute and/or deliver (or shall have delivered), or cause to be executed and/or delivered) , to the Seller the following documentsfollowing: (a) the Closing Payment; (b) the Parent Equity issued by Parent; (c) Assumption Agreement, duly executed by the Buyer; (d) Assignment and Assumption of Lxxxx xxxx executed by Bxxxx; (e) Professional Services Agreement duly executed by Bxxxx; (f) Management Services Agreement duly executed by Bxxxx; (g) Succession Agreement duly executed by Bxxxx; (h) Escrow Agreement duly executed by Bxxxx; (i) Executive Employment Agreement duly executed counterparts of each Assignment and Assumption of Lease and the Assignmentby Pxxxxx; (iij) all material consents, waivers, authorizations and approvals, if any, mutually agreed by the Parties to be required from any Governmental Authorities in connection with the consummation Resolutions of the transactions contemplated by Buyer authorizing the execution and delivery of this Agreement; (iii) all such filings Agreement and submissions the Transaction Documents to which Bxxxx is a party and the FDA or any other Governmental Authority, duly executed by Buyer, as are necessary in connection with the transfer signature and incumbency of the rights to any Licenses or Permits (to the extent so transferable); (iv) a certificate of a duly authorized officer of the Buyer certifying that each representation authorized to execute and warranty of deliver this Agreement and the other Transaction Documents to which Buyer hereunder is a party, certified as true and correct as of the Closing Date by an appropriate officer of the Buyer; (except that those representations k) Resolutions of Parent authorizing the issuance of the Parent Equity and warranties which address matters only the election of Owner to the Board of Directors of Parent, certified as of a particular date need only be true and correct as of such date), in each case except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby; (v) a certificate of a duly authorized Closing by an appropriate officer of Buyer certifying that Buyer has performed and complied in all material respects with each of the covenants, agreements and obligations Buyer is required to perform at or prior to Closing under the terms of this Agreement; (vi) an RSV plasma supply agreement in form and substance mutually agreeable to the Parties, which supply agreement will provide that for three (3) years after the Closing ADMA Biologics and ADMA BioManufacturing will be able to purchase RSV plasma from the Acquired Centers at a price equal to cost plus 5% (without any additional increase due to inflation);Parent; and (viil) such additional Such other documents or instruments as shall be Seller reasonably requested by Seller requests and are necessary to consummate the transactions contemplated by this Agreement.

Buyer Closing Deliverables. At the Closing, the Buyer shall execute and/or deliver (or cause to be executed and/or delivered) delivered to Seller the following documentsSeller: (i) executed counterparts of each Assignment and Assumption of Lease the Cash Consideration payment required pursuant to Section 2.1(b)(i) and the Assignment;shares of AYTU Common Stock required pursuant to Section 2.1(b)(ii). (ii) a certificate, dated as of the Closing Date, duly executed by an authorized officer of Buyer, certifying that: (A) all material consents, waivers, authorizations documents to be executed by Buyer and approvals, if any, mutually agreed delivered at the Closing have been executed by a duly authorized signatory of Buyer; (B) the resolutions adopted by the Parties Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement, as attached to be required from any Governmental Authorities the certificate, were duly adopted and remain in connection with full force and effect, and have not been amended, rescinded or modified, except to the extent attached thereto; and (C) Buyer’s officer executing this Agreement, and each of the other documents necessary for consummation of the transactions contemplated by this AgreementContemplated Transactions, is an incumbent officer, and the specimen signature on such certificate is a genuine signature; (iii) all such filings Armistice Capital and submissions certain officers of Aytu will enter into a Voting Agreement in the form of Exhibit 2.4(c)(iii). (iv) a certificate, dated as of the Closing Date, duly executed by an authorized officer of Buyer, certifying that Buyer (a) is able to pay its debts as they become due and (b) has adequate capital to carry on its business. (v) the FDA or any other Governmental AuthorityTransition Services Agreement, duly executed by Buyer, as are necessary in connection with the transfer of the rights to any Licenses or Permits (to the extent so transferable); (iv) a certificate of a duly authorized officer of Buyer certifying that each representation and warranty of Buyer hereunder is true and correct as of the Closing Date (except that those representations and warranties which address matters only as of a particular date need only be true and correct as of such date), in each case except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby; (v) a certificate of a duly authorized officer of Buyer certifying that Buyer has performed and complied in all material respects with each of the covenants, agreements and obligations Buyer is required to perform at or prior to Closing under the terms of this Agreement; (vi) an RSV plasma supply agreement in form and substance mutually agreeable to the PartiesRegistration Rights Agreement, which supply agreement will provide that for three (3) years after the Closing ADMA Biologics and ADMA BioManufacturing will be able to purchase RSV plasma from the Acquired Centers at a price equal to cost plus 5% (without any additional increase due to inflation);duly executed by Buyer; and (vii) such additional documents as shall be reasonably requested the Xxxx of Sale and the Assignment and Assumption Agreement, duly executed by Seller to consummate the transactions contemplated by this AgreementBuyer.

Buyer Closing Deliverables. At the Closing, the Parent and Buyer shall execute and/or deliver (or cause to be executed and/or delivered) delivered to Seller Sellers the following documentsfollowing: (ia) executed counterparts each Seller’s share of each Assignment and Assumption of Lease the Cash Consideration, the Stock Consideration and the AssignmentPromissory Notes as set forth on the Funds Flow; (iib) a certificate of an officer of each of Parent and Buyer certifying: (i) that attached thereto are true and complete copies of all material consentsresolutions adopted by their respective board of directors authorizing the execution, waivers, authorizations delivery and approvals, if any, mutually agreed by performance of this Agreement and the Parties Transaction Documents to be required from any Governmental Authorities in connection with which it is a party and the consummation of the transactions contemplated by this Agreement; (iii) hereby and thereby, and that all such filings resolutions are in full force and submissions to effect and are all the FDA or any other Governmental Authority, duly executed by Buyer, as are necessary resolutions adopted in connection with the transfer transactions contemplated hereby; (ii) that attached thereto are true and complete copies of the rights Buyer’s organizational documents, as amended and the Parent’s organizational documents, and that all such documents are in full force and effect and (iii) the names and signatures of its officers authorized to any Licenses or Permits (sign this Agreement, and the Transaction Documents to the extent so transferable)which it is a party; (ivc) a certificate of a duly authorized officer of Buyer certifying that each representation and warranty of Buyer hereunder is true and correct as evidence of the Closing Date (except that those representations filing of the Buyer’s Amended and warranties which address matters only Restated Articles of Incorporation in form attached hereto as Exhibit K and the approval of a particular date need only be true and correct as of such date), in each case except as would not, individually or the Buyer’s Bylaws in the aggregate, reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyform attached hereto as Exhibit L; (vd) a certificate of a duly authorized officer of the Exchange Rights Agreement executed by Buyer certifying that Buyer has performed and complied in all material respects with each of the covenants, agreements and obligations Buyer is required to perform at or prior to Closing under the terms of this AgreementParent; (vie) an RSV plasma supply agreement the Lock-Up Agreements executed by Buyer and Parent; (f) the Pledge Agreement executed by Buyer; (g) a release of all Encumbrances granted in the Bridge Financing and a termination of all Contracts evidencing such Encumbrances; and (h) such other customary instruments of transfer, assumption, filings or documents, in form and substance mutually agreeable reasonably satisfactory to the PartiesSellers’ Representative, which supply agreement will provide that for three (3) years after the Closing ADMA Biologics and ADMA BioManufacturing will as may be able required to purchase RSV plasma from the Acquired Centers at a price equal give effect to cost plus 5% (without any additional increase due to inflation);; and (vii) such additional documents as shall be reasonably requested by Seller to consummate the transactions contemplated by this Agreement, including those required to be delivered under Section 7.03.

Buyer Closing Deliverables. At the Closing, Parent and Buyer, as the Buyer case may be, shall execute and/or deliver (or cause to be executed and/or delivered) delivered to Seller Sellers the following documentsfollowing: (ia) executed counterparts each Seller’s share of the Cash Consideration (less the amounts described in Section 1.01(b) which shall be paid by the Buyer to the holders of Excluded Liabilities), such Seller’s Promissory Note and such Seller’s share of the Stock Consideration (including the cash payment in lieu of any fractional shares), in each Assignment case, as set forth in the Funds Flow (and Assumption such payments described in this Section 2.03(a), if made in accordance with the Funds Flow, shall fully discharge the obligations of Lease Parent and the AssignmentBuyer to make such payments under this Agreement); (iib) a certificate of an officer of each of Parent and Buyer certifying: (i) that attached thereto are true and complete copies of all material consentsresolutions adopted by their respective board of directors authorizing the execution, waivers, authorizations delivery and approvals, if any, mutually agreed by performance of this Agreement and the Parties Transaction Documents to be required from any Governmental Authorities in connection with which it is a party and the consummation of the transactions contemplated by this Agreement; (iii) hereby and thereby, and that all such filings resolutions are in full force and submissions to effect and are all the FDA or any other Governmental Authority, duly executed by Buyer, as are necessary resolutions adopted in connection with the transfer transactions contemplated hereby; (ii) that attached thereto are true and complete copies of the rights to any Licenses or Permits Buyer’s organizational documents, as amended (which, in the case of the Amended and Restated Articles of Organization of Buyer, shall contain (A) the terms set forth in Exhibit I hereto, (B) such other terms that are required under Nevada Law and (C) such other terms as are customary for corporations under Nevada Law and satisfactory to the extent so transferable)Sellers’ Representative, in its reasonable discretion, provided that such terms are not inconsistent with the terms described in clause (A) and which, in the case of the bylaws of Buyer, shall be substantially in the form attached hereto as Exhibit J) and the Parent’s organizational documents, and that all such documents are in full force and effect and (iii) the names and signatures of its officers authorized to sign this Agreement, and the Transaction Documents to which it is a party; (ivc) a certificate of a duly authorized officer of the Exchange Agreements executed by Buyer certifying that each representation and warranty of Buyer hereunder is true and correct as of the Closing Date (except that those representations and warranties which address matters only as of a particular date need only be true and correct as of such date), in each case except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyParent; (vd) a certificate of a duly authorized officer of the Lockup Agreements executed by Buyer certifying that Buyer has performed and complied in all material respects with each of the covenants, agreements and obligations Buyer is required to perform at or prior to Closing under the terms of this AgreementParent; (vie) an RSV plasma supply agreement the Promissory Note Guaranty executed by the Parent; (f) the Security Agreement executed by the Company; and (g) such other customary instruments of transfer, assumption, filings or documents, in form and substance mutually agreeable reasonably satisfactory to the PartiesSellers, which supply agreement will provide that for three (3) years after the Closing ADMA Biologics and ADMA BioManufacturing will as may be able required to purchase RSV plasma from the Acquired Centers at a price equal give effect to cost plus 5% (without any additional increase due to inflation);; and (vii) such additional documents as shall be reasonably requested by Seller to consummate the transactions contemplated by this Agreement, including those required to be delivered under Section 7.03.