Common use of Buyer’s Additional Closing Date Deliveries Clause in Contracts

Buyer’s Additional Closing Date Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Articles VIII and IX, at the Closing Buyer shall deliver to Seller all of the following: (a) Certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Seller, as to (i) no amendments to the certificate of incorporation of Buyer since a specified date; (ii) the bylaws of Buyer; (iii) the resolutions of the Board of Directors of Buyer authorizing the execution and performance of this Agreement, any Buyer Ancillary Agreement and the transactions contemplated hereby and thereby; and (iv) incumbency and signatures of the officers of Buyer executing this Agreement and any Buyer Ancillary Agreement; (b) The certificate contemplated by Section 9.5, duly executed by a duly authorized officer of Buyer; (c) The Software License Agreement, the CLL Licensed Departments Agreement (if not previously executed), the Transition Services Agreement, the Birmingham Sublease and the Private Brands Agreement, in each case duly executed on behalf of Buyer and, where applicable, the Companies; (d) Any real estate transfer Tax declarations required to be executed or filed; (e) The letter of credit required by the Private Brands Agreement; and (f) Internal Revenue Service Form 8023, with Section A thereof completed and duly executed by a duly authorized officer of Buyer.

Buyer’s Additional Closing Date Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Articles VIII and IX, at the Closing Buyer shall deliver to Seller all of the following: (a) Certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Seller, as to (i) no amendments to the certificate articles of incorporation of Buyer since a specified date; (ii) the bylaws of Buyer; (iii) the resolutions of the Board of Directors of Buyer authorizing the execution and performance of this Agreement, any Buyer Ancillary Agreement and the transactions contemplated hereby and thereby; and (iv) incumbency and signatures of the officers of Buyer executing this Agreement and any Buyer Ancillary Agreement; (b) The certificate contemplated by Section 9.5, duly executed by a duly authorized officer of Buyer; (c) The Private Brands Agreement, Trademark License Agreement, Software License Agreement, the CLL Licensed Departments Agreement (if not previously executed), the Buyer Transition Services Agreement, the Birmingham Sublease Agreement and the Private Brands Seller Transition Services Agreement, in each case duly executed on behalf of Buyer and, where applicable, the CompaniesBuyer; (d) Any real estate transfer Tax declarations required to be executed or filed; (e) The letter of credit required by the Private Brands Agreement; and (f) Internal Revenue Service Form 8023, with Section A thereof completed and duly executed by a duly authorized officer of Buyer; and (f) The letter of credit required by Section 3(e) of the Private Brands Agreement.

Buyer’s Additional Closing Date Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Articles VIII IX and IXX, at the Closing Buyer shall deliver to Seller all of the following: (a) Certificate certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Seller, as to (i) no amendments to the certificate of incorporation of Buyer since a specified date; (ii) the bylaws of Buyer; (iii) the resolutions of the Board of Directors of Buyer authorizing the execution and performance of this Agreement, any the Buyer Ancillary Agreement Agreements and the transactions contemplated hereby and thereby; and (iv) incumbency and signatures of the officers of Buyer executing this Agreement and or any Buyer Ancillary Agreement; (b) The the certificate contemplated by Section 9.510.4, duly executed by a duly authorized officer of Buyer; (c) The Software the IP License Agreement, the CLL Licensed Departments Agreement (if not previously executed), the Transition Services Agreement, the Birmingham Sublease Agreement and the Private Brands Agreement, in each case duly executed on behalf of Buyer and, where applicable, the CompaniesBuyer; (d) Any the Xxxx of Sale, Assignment and Assumption Agreement and the Assignment and Assumption Agreement (Real Estate) for each Store that is included in the Leased Real Estate (which shall be modified to conform to the particular requirements of the jurisdictions in which the Real Estate is located), in each case duly executed on behalf of Buyer; and (e) any real estate transfer Tax declarations required to be executed or filed; (e) The letter filed in connection with the transfer of credit required by the Private Brands Agreement; and (f) Internal Revenue Service Form 8023, with Section A thereof completed and duly executed by a duly authorized officer of BuyerReal Estate.

Buyer’s Additional Closing Date Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Articles VIII and Article IX, at the Closing Buyer shall deliver to Seller Seller, in addition to the Preliminary Purchase Price, all of the following: (a) Certificate a certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Seller, as to to: (i) no amendments to the certificate Certificate of incorporation Incorporation of Buyer since a specified dateBuyer; (ii) the bylaws By-Laws of Buyer; and (iii) the resolutions of the Board board of Directors directors of Buyer authorizing the execution and performance of this Agreement, any Buyer Ancillary Agreement and the transactions contemplated hereby and thereby; and (iv) incumbency and signatures of the officers of Buyer executing this Agreement and any Buyer Ancillary Agreement; (b) The certificate contemplated by Section 9.5the Transition Services Agreements, duly executed by a duly authorized officer of Buyer, the Company or Catalyst Rx; (c) The Software License the IP Assignment Agreement, the CLL Licensed Departments Agreement (if not previously executed)duly executed by Buyer, the Transition Services Agreement, the Birmingham Sublease and the Private Brands Agreement, in each case duly executed on behalf of Buyer and, where applicable, the CompaniesCompany or Catalyst Rx; (d) Any real estate transfer Tax declarations required to be the IP License Agreement, duly executed by Buyer, the Company or filedCatalyst Rx; (e) The letter the Joint Ownership Agreement, duly executed by Buyer, the Company or Catalyst Rx; (f) the Joint IP Assignment Agreement, duly executed by Buyer or Catalyst Rx; (g) the Real Estate Lease, duly executed by Buyer or Catalyst Rx; (h) the Escrow Agreement, duly executed by Buyer; (i) the Assignment of credit required Trademarks, duly executed by Buyer, the Private Brands AgreementCompany or Catalyst Rx; and (fj) Internal Revenue Service Form 8023the Assignment of Patents, with Section A thereof completed and duly executed by a duly authorized officer of Buyer, the Company or Catalyst Rx.

Buyer’s Additional Closing Date Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Articles VIII and IXARTICLE 9, at the Closing Buyer shall also deliver to Seller all of the following: (a) Certificate A certificate of the secretary (or an assistant secretary other similar official) of BuyerBuyer certifying, dated as complete and accurate as of the Closing Date, in form and substance reasonably satisfactory to Seller, as to (i) no amendments to the certificate of incorporation Organizational Documents of Buyer since a specified date; (ii) the bylaws of Buyer; (iii) and certifying and attaching the resolutions of the Board board of Directors directors and stockholders (or other relevant Persons) of Buyer authorizing approving the execution and performance delivery of this Agreement, any Buyer Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby; and (iv) certifying to the incumbency and signatures of the officers of persons authorized by Buyer executing to execute this Agreement and any each Buyer Ancillary Document or instrument executed by Buyer in connection with this Agreement; (b) The A certificate contemplated of good standing of Buyer issued as of a recent date by Section 9.5, duly executed by a duly authorized officer the Secretary of BuyerState of the State of Delaware; (c) The Software License Assumption Agreement, substantially in the CLL Licensed Departments Agreement (if not previously executed)form of EXHIBIT B, the Transition Services Agreement, the Birmingham Sublease and the Private Brands Agreement, in each case duly executed on behalf of Buyer and, where applicable, the Companiesby Buyer; (d) Any real estate transfer Tax declarations required A transitional services agreement (the “Transitional Services Agreement”), in a form reasonably acceptable to be both parties, duly executed or filedby Buyer; (e) The letter Real Property Lease Assignments, duly executed by Buyer; (f) The Real Property Subleases and the Fort Wxxxx Lease, duly executed by Buyer; (g) A software license assignment in favor of credit required Buyer to assign the license of AMS, PTS and CDS (the “Software License Assignment”) to Buyer, in a form reasonably acceptable to both parties, duly executed by Buyer; (h) A perpetual, non-exclusive, royalty free license in favor of Buyer to use and modify certain software owned by Seller (the Private Brands “License”), in a form reasonably acceptable to both parties, duly executed by Buyer; (i) A trademark license agreement (the “Trademark License”), substantially in the form of EXHIBIT D, duly executed by Buyer; (j) A service bureau agreement (the “Service Bureau Agreement”) for outsourcing of information technology services, in a form reasonably acceptable to both parties; (k) A certificate of the secretary (or other similar official) executed on behalf of Buyer as to the accuracy of Buyer’s representations and warranties as of the date of this Agreement and as of the Closing, in accordance with Section 10.3 and as to Buyer’s compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 10.3; and (fl) Internal Revenue Service Form 8023Such other assumption agreements and instruments as Seller may reasonably request or as may be otherwise necessary to evidence and effect the assumption by Buyer of the Assumed Liabilities. In addition to the above deliveries, with Section A thereof completed Buyer shall take all steps and duly executed by a duly authorized officer actions as Seller may reasonably request or as may otherwise be necessary to evidence Buyer’s assumption of Buyerthe Assumed Liabilities.

Buyer’s Additional Closing Date Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Articles VIII and Article IX, at the Closing Buyer shall deliver to Seller Aon, in addition to the Preliminary Purchase Price, all of the following: (a) Certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to SellerAon, as to (i) no amendments to the certificate Charter of incorporation of Buyer since a specified dateBuyer; (ii) the bylaws By-Laws of Buyer; (iii) the resolutions of the Board of Directors of Buyer authorizing the execution and performance of this Agreement, any Buyer Ancillary Agreement and the transactions contemplated hereby and thereby; and (iv) incumbency and signatures of the officers of Buyer executing this Agreement and any Buyer Ancillary Agreement; (b) The Transition Services Agreement (Seller as Service Provider) and the Transition Services Agreement (Buyer as Service Provider), in each case duly executed by Buyer; (c) The certificate contemplated by Section 9.510.1, duly executed by a duly authorized officer of Buyer; (cd) The Software License AgreementJoinder Agreement in the form of Exhibit D, duly executed by each of the CLL Licensed Departments Agreement (if not previously executed), Parent Entities and each of the Transition Services Agreement, the Birmingham Sublease and the Private Brands Agreement, Subsidiaries in each case duly executed on behalf of Buyer to the extent that such Persons are both incorporated in the United States and are not Underwriting Companies; and, where applicable, the Companies; (d) Any real estate transfer Tax declarations required to be executed or filed; (e) The letter Any consents and approvals that may be obtained by Buyer with respect to the consummation of credit required the transactions contemplated by the Private Brands this Agreement; and (f) Internal Revenue Service Form 8023, with Section A thereof completed and duly executed by a duly authorized officer of Buyer.

Buyer’s Additional Closing Date Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Articles VIII and Article IX, at the Closing Buyer shall deliver to Seller Sellers ---------- all of the following: (a) Certificate of good standing of Buyer (or any Affiliate of Buyer acquiring Purchased Assets hereunder) issued as of a recent date by the jurisdiction under which Buyer (or any such Affiliate) was formed; (b) Certificate of the secretary or an assistant secretary of BuyerBuyer (or any Affiliate of Buyer acquiring Purchased Assets hereunder), dated the Closing Date, in form and substance reasonably satisfactory to SellerSellers, as to (i) no amendments to the certificate of incorporation charter and by-laws or similar organizational documents of Buyer since a specified date(or any such Affiliate); (ii) the bylaws of Buyer; (iii) the resolutions of the Board of Directors of Buyer (or any such Affiliate) authorizing the execution and performance of this Agreement, any Buyer Ancillary Agreement Agreements and the transactions contemplated hereby and thereby; and (iviii) incumbency and signatures of the officers of Buyer executing this Agreement and any Buyer Ancillary Agreement; (bc) The certificate contemplated by Section 9.510.1, duly ------------ executed by a duly authorized officer of Buyer; (cd) The Software License Instrument of Assumption duly executed by Buyer; (e) The Buyer Services Agreement, the CLL Licensed Departments Agreement (if not previously executed), the Sellers Transition Services Agreement, the Birmingham Sublease Licensed Patents License Agreement, the Side License Agreement and the Private Brands Escrow Agreement, in each case duly executed on behalf of Buyer and, where applicable, the Companies; (d) Any real estate transfer Tax declarations required to be executed or filed; (e) The letter of credit required by the Private Brands AgreementBuyer; and (f) Internal Revenue Service Form 8023A legal opinion(s) of counsel to Buyer, with Section A thereof completed and duly executed by a duly authorized officer of Buyer.substantially in the form attached as Exhibit G . ---------

Buyer’s Additional Closing Date Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Articles VIII and Article IX, at the Closing Buyer shall deliver to Seller Sellers all of the following: (a) Certificate of good standing of Buyer (or any Affiliate of Buyer acquiring Purchased Assets hereunder) issued as of a recent date by the jurisdiction under which Buyer (or any such Affiliate) was formed; (b) Certificate of the secretary or an assistant secretary of BuyerBuyer (or any Affiliate of Buyer acquiring Purchased Assets hereunder), dated the Closing Date, in form and substance reasonably satisfactory to SellerSellers, as to (i) no amendments to the certificate of incorporation charter and by-laws or similar organizational documents of Buyer since a specified date(or any such Affiliate); (ii) the bylaws of Buyer; (iii) the resolutions of the Board of Directors of Buyer (or any such Affiliate) authorizing the execution and performance of this Agreement, any Buyer Ancillary Agreement Agreements and the transactions contemplated hereby and thereby; and (iviii) incumbency and signatures of the officers of Buyer executing this Agreement and any Buyer Ancillary Agreement; (bc) The certificate contemplated by Section 9.510.1, duly executed by a duly authorized officer of Buyer; (cd) The Software License Instrument of Assumption duly executed by Buyer; (e) The Buyer Services Agreement, the CLL Licensed Departments Agreement (if not previously executed), the Sellers Transition Services Agreement, the Birmingham Sublease Licensed Patents License Agreement, the Side License Agreement and the Private Brands Escrow Agreement, in each case duly executed on behalf of Buyer and, where applicable, the Companies; (d) Any real estate transfer Tax declarations required to be executed or filed; (e) The letter of credit required by the Private Brands AgreementBuyer; and (f) Internal Revenue Service Form 8023A legal opinion(s) of counsel to Buyer, with Section A thereof completed and duly executed by a duly authorized officer of Buyer.substantially in the form attached as Exhibit G.