Common use of Buyer’s Additional Deliveries Clause in Contracts

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. Subject to fulfillment or waiver of the conditions set forth in Article ARTICLE IX, at Closing Buyer shall deliver to Seller Parent all the following: (a) a copy of Buyer's Certificate of Incorporation certified as of a recent date by the Secretary of State of the State of Delaware; (b) a certificate of good standing of Buyer issued as of a recent date by the Secretary of State of the State of Delaware; (c) a certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to SellerSellers, as to (i) no amendments to the constituent documents Certificate of Incorporation of Buyer since a specified date; (ii) the constituent documents by-laws 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; (bd) an opinion of counsel to Buyer substantially in the certificate of Buyer contemplated by Section 10.1, duly executed by an authorized officer of Buyer;form contained in Exhibit E (ce) the Instrument of Assumption duly executed by Buyer; (df) the Transition Services Agreementcertificate of Buyer contemplated by SECTION 10.1, duly executed by the President or any Vice President of Buyer; and (eg) the Indemnity Escrow Agreement, Agreement duly executed by Buyer.

Buyer’s Additional Deliveries. Subject to fulfillment or waiver of At the conditions set forth in Article IXClosing, at Closing Buyer shall deliver to Seller 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 Seller, as to 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 board of Directors directors of Buyer authorizing the execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements and the transactions contemplated hereby and therebyhereby; and (ivii) the incumbency and signatures signature of the officers officer(s) of Buyer executing this Agreement and any Buyer Ancillary Agreement; (b) the certificate of Buyer contemplated by Section 10.19.1, duly executed by an authorized officer of Buyer; (c) Employment Agreements in the Instrument of Assumption form attached hereto as Exhibits E-1 and E-2, duly executed by Buyer; (d) the Transition Services Agreement(i) Mediware Assignment and Assumption Agreement (as defined in Section 4.4(h)) duly executed by Buyer, and (ii) the Advantage Reimbursement, LLC Assignment and Assumption Agreement (as defined in Section 4.4(h)), duly executed by BuyerAdvantage Reimbursement, LLC; and (e) the Escrow AgreementIndemnification Agreement (as defined in Section 4.4(k)), duly executed by BuyerBuyer and Advantage Reimbursement, LLC. .

Buyer’s Additional Deliveries. Subject to fulfillment or waiver of the conditions set forth in Article IXAt Closing, at Closing Buyer shall deliver ----------------------------- to Seller all 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 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 execution and performance of this Agreement and the Buyer Ancillary Agreements and the transactions contemplated hereby and therebyhereby; and (ivii) incumbency and signatures of the officers of Buyer executing this Agreement and any Buyer Ancillary Agreement; (bd) an opinion of counsel to Buyer substantially in the certificate of Buyer contemplated by Section 10.1, duly executed by an authorized officer of Buyer;form contained in Exhibit I; --------- (ce) the Instrument of Assignment and Assumption duly executed by Buyer; (d) the Transition Services Agreement, duly executed by Buyer; and (ef) an instruction to Blank Rome Xxxxxxx & XxXxxxxx LLP to deliver the Escrow AgreementDeposit to Seller and the interest thereon to Buyer, duly executed by Buyer.in the form of Exhibit F attached hereto. ---------

Buyer’s Additional Deliveries. Subject to fulfillment or waiver of the conditions set forth in Article IXXI, at Closing the Closing, Buyer shall deliver to Seller 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 Seller, as to 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 board of Directors directors of Buyer authorizing the execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements and the transactions contemplated hereby and therebyhereby; and (ivii) the incumbency and signatures signature of the officers officer(s) of Buyer executing this Agreement and any Buyer Ancillary Agreement; (b) the certificate of Buyer contemplated by Section 10.112.1, duly executed by an authorized officer of Buyer; (c) Employment Agreements in the Instrument of Assumption duly executed by Buyer; (d) the Transition Services Agreementform attached hereto as Exhibits E1 and E2 with respect to Xxxxxxx and Ceccorulli, duly executed by Buyer; and (ed) the Escrow Agreement, Assignment and Assumption Agreement (as defined in Section 4.4(i)) duly executed by Buyer.

Buyer’s Additional Deliveries. Subject to fulfillment or waiver of the ----------------------------- conditions set forth in Article IX7, at the Closing Buyer shall deliver to Seller Seller, in addition to the Purchase Price, all of the following: (a) a certificate Certificate or certificates representing the Shares; (b) 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 execution 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 Agreementtransactions; (bc) the The certificate of Buyer contemplated by Section 10.18.1 below, duly executed by an authorized officer any Vice President or the President of Buyer; (cd) the Instrument of Assumption The License Agreement duly executed by Buyer; (de) the The Sublease duly executed by Buyer; (f) The Transition Services Agreement, Agreement duly executed by Buyer; and (eg) the Escrow Agreement, The Instrument of Assignment duly executed by Buyer.