Buyer’s Additional Deliveries. Subject to fulfilment or waiver of the conditions set forth in ARTICLE IX, at Closing, Buyer shall deliver to Seller all the following:
(a) Copies of Buyer’s articles of association, memorandum of association and the registrar’s certificate of good standing, certified as true copies by any authorized director of Buyer;
(b) Certificate of any duly authorized director of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Seller, confirming that (i) no amendments to the memorandum and articles of association of Buyer have been made since a specified date; (ii) the resolutions of the board of directors of Buyer authorizing the execution Table of Contents and performance of this Agreement, the Promissory Note, Buyer Ancillary Agreements and the transactions contemplated hereby and thereby have been duly passed; and (iii) the incumbency and signatures of the representatives of Buyer executing this Agreement, the Promissory Note and any Buyer Ancillary Agreement are valid and binding on Buyer;
(c) Certificate of any duly authorized director of Buyer Guarantor, dated the Closing Date, in form and substance reasonably satisfactory to Seller, attaching copies of Buyer Guarantor’s memorandum and articles of association certified as true copies by such director and confirming that (i) no amendments to the memorandum and articles of association of Buyer Guarantor have been made since a specified date; (ii) the resolutions of the board of directors of Buyer Guarantor authorizing the execution and performance of this Agreement and the General Purchase Agreement and the transactions contemplated hereby and thereby have been duly passed; and (iii) the incumbency and signatures of the representatives of Buyer Guarantor executing this Agreement, the General Purchase Agreement and any other documents delivered in connection therewith are valid and binding on Buyer Guarantor;
Buyer’s Additional Deliveries. Subject to fulfillment or waiver of the conditions set forth in Article IX, at Closing Buyer shall deliver to Seller all the following:
(a) 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 constituent documents of Buyer since a specified date; (ii) the constituent documents of Buyer; (iii) the resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements 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 of Buyer contemplated by Section 10.1, duly executed by an authorized officer of Buyer;
(c) the Instrument of Assumption duly executed by Buyer;
(d) the Transition Services Agreement, duly executed by Buyer; and
(e) the Escrow Agreement, duly executed by Buyer.
Buyer’s Additional Deliveries. At or prior to the Closing, Buyer shall deliver to Sellers all the following:
(a) copies of Buyer's Certificate of Formation, certified as of a recent date by the Secretary of State of the State of Delaware;
(b) certificate of good standing of Buyer issued as of a recent date by the Secretary of State of the State of Delaware;
(c) certificate of an authorized officer of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Sellers, as to (i) no amendments to the Certificate of Formation of Buyer since the date of the certified Certificate of Formation delivered pursuant to Section 4.3(a); (ii) the resolutions of the Board of Managers of Buyer authorizing the execution and performance of this Agreement and the Ancillary Documents to which Buyer is a party and the transactions contemplated hereby and thereby; and (iii) incumbency and signatures of the officers of Buyer executing this Agreement and such Ancillary Documents;
(d) the Assignment and Assumption Agreement duly executed by Buyer; and
(e) such other assignments and other good and sufficient instruments of assumption and transfer, in form reasonably satisfactory to Sellers, as Sellers may reasonably request to transfer and assign the Assumed Liabilities to Buyer.
Buyer’s Additional Deliveries. At Closing, Buyer shall deliver to the Sellers all of the following:
(a) Copies of Buyer’s Certificate of Incorporation certified as of a recent date by the Secretary of State of the State of Delaware;
(b) Certificate of good standing of Buyer issued as of a recent date by the Secretary of State of the State of Delaware;
(c) Certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to the Sellers, as to (i) no amendments to the Certificate of Incorporation of Buyer since a specified date; (ii) the By-laws of Buyer; (iii) the resolutions of the Board of Directors of Buyer authorizing the execution and performance of this Agreement and the contemplated transactions; and (iv) incumbency and signatures of the officers of Buyer executing this Agreement and any Buyer Ancillary Agreement;
(d) the Escrow Agreement duly executed by Buyer; and
(e) Evidence, in form and substance satisfactory to the Seller Representative, that all Defined Liabilities have been paid in full;
Buyer’s Additional Deliveries. Subject to fulfillment or waiver of the conditions set forth in Article IX, at the Closing, Buyer shall deliver to Seller all the following:
(a) the NantHealth Shares Assignment, duly executed by Buyer, and original share certificates representing the NantHealth Shares, duly endorsed in blank for transfer;
(b) the Instrument of Assignment and Assumption, duly executed by Buyer;
(c) the certificate of Buyer contemplated by Section 10.1, duly executed by an authorized officer of Buyer; and
(d) the Wellness Program License and Supply Agreement, the Reseller Agreement Amendment, the Reverse License Agreement and the Transition Services Agreement, in each case duly executed by Buyer or an Affiliate of Buyer.
Buyer’s Additional Deliveries. Subject to fulfillment or waiver (if permissible) of the conditions set forth in Article IX, at Closing Buyer (or its assignee or Affiliate, as appropriate) shall deliver to Sellers all the following:
Buyer’s Additional Deliveries. At the Closing, in addition to the Purchase Price paid pursuant to Section 4.3, Buyer shall deliver to Sellers all of the following:
(a) a counterpart to the Assignment and Assumption Agreement, duly executed by Bxxxx; and
(b) a counterpart to the Transition Services Agreement, duly executed by Bxxxx.
Buyer’s Additional Deliveries. At Closing Buyer shall deliver to the Companies all the following:
(a) A certificate of the Secretary or an Assistant Secretary of each of MTLM and AMI, dated as of the Closing Date, in form and substance reasonably satisfactory to the Companies, as to: (i) no amendments to the Articles of Incorporation of MTLM or AMI, as applicable, since a specified date; (ii) the by-laws of MTLM or AMI, as applicable; (iii) the resolutions of the Board of Directors of MTLM or AMI, as applicable, authorizing the execution and performance of this Agreement, the Other Agreements and the transactions contemplated thereby; and (iv) incumbency and signatures of the officers of MTLM or AMI, as applicable, executing this Agreement and the Other Agreements;
(b) The Other Agreements, each duly executed by each of MTLM and AMI, as applicable;
(c) The certificate contemplated by Section 8.1, duly executed by the President or any Vice President of each of MTLM and AMI;
(d) Such other documents as the Companies may reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets to Buyer;
(e) A Certificate of Good Standing, issued by the Secretary of State of Delaware, with respect to each of MTLM and AMI, dated no earlier than thirty (30) days prior to the Closing Date;
(f) An opinion of counsel to Buyer substantially in the form of Exhibit D-1; and
(g) The Assumption Agreement, duly executed and delivered by Buyer.
Buyer’s Additional Deliveries. At the Closing, Buyer shall deliver to the Shareholders all of the following:
(a) a certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to the Shareholders, as to: (i) the resolutions of the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (ii) the incumbency and signature of the officer(s) of Buyer executing this Agreement;
(b) the certificate of Buyer contemplated by Section 8.1, duly executed by an authorized officer of Buyer;
(c) Employment Agreements in the form attached hereto as Exhibits B-1 and B-2, duly executed by Buyer;
(d) the Indemnification Agreement (as defined in Section 3.4(h)), duly executed by Buyer and Advantage Reimbursement, LLC.
Buyer’s Additional Deliveries. Subject to fulfillment or waiver of the conditions set forth in Article VIII, at Closing, Buyer shall also deliver to Seller and Parent all the following:
(a) the Instrument of Assumption, duly executed by Buyer;
(b) the Supply Agreement, duly executed by Buyer;
(c) the Transition Services Agreement, duly executed by Buyer;
(d) the Settlement Agreement, duly executed by Buyer and GE;
(e) a certificate of an authorized officer of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Seller and Parent, as to the (i) the resolutions of the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements and the transactions contemplated hereby and thereby; and (ii) incumbency and signatures of the officers of Buyer executing this Agreement and any Buyer Ancillary Agreement;
(f) a certificate of an authorized officer of GE, dated the Closing Date, in form and substance reasonably satisfactory to Seller and Parent, as to the incumbency and signatures of the officers of GE executing this Agreement and any Buyer Ancillary Agreement;
(g) the certificate of GE and Buyer contemplated by Section 9.1, duly executed by an authorized officer of each of GE and Buyer; and
(h) such other documents and instruments as Seller may reasonably request for the consummation of the transactions contemplated by this Agreement.
