Common use of Buyer’s Additional Deliveries Clause in Contracts

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 Subject to fulfillment or prior to waiver of the Closingconditions set forth in Article IX, at the Closing Buyer shall deliver to Sellers Seller all the following: (a) copies a copy of Buyer's ’s Certificate of Formation, 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 authorized officer assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to SellersSeller, as to (i) no amendments to the Certificate of Formation Incorporation of Buyer since the date of the certified Certificate of Formation delivered pursuant to Section 4.3(a)a specified date; (ii) the by-laws of Buyer; (iii) the resolutions of the Board of Managers Directors of Buyer authorizing the execution execution, delivery and performance of this Agreement and the Buyer Ancillary Documents to which Buyer is a party Agreements and the transactions contemplated hereby and thereby; and (iiiiv) incumbency and signatures of the officers of Buyer executing this Agreement and such any Buyer Ancillary DocumentsAgreement; (d) the Assignment and Assumption Agreement Buyer Ancillary Agreements, duly executed by Buyer; , and; (e) such other assignments and other good and sufficient instruments the certificate of assumption and transferBuyer contemplated by Section 10.1, in form reasonably satisfactory to Sellers, as Sellers may reasonably request to transfer and assign the Assumed Liabilities to duly executed by an authorized officer of Buyer.

Buyer’s Additional Deliveries. At or prior to the Closing, Closing Buyer shall deliver to Sellers Seller all of the following: (a) copies Copies of Buyer's the Certificate of Formation, Incorporation of Buyer certified as of a recent date by the Secretary of State of the State of Delaware; (b) certificate Certificate of good standing of Buyer issued as of a recent date by the Secretary of State of the State of Delaware; (c) certificate Certificate of the secretary or an authorized officer assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to SellersSeller, as to (i) no amendments to the Certificate of Formation Incorporation of Buyer since the date of the certified Certificate of Formation delivered pursuant to Section 4.3(a)a specified date; (ii) the bylaws of Buyer; (iii) the resolutions of the Board of Managers Directors 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 therebyhereby; and (iiiiv) incumbency and signatures of the officers of Buyer executing this Agreement and such any Buyer Ancillary DocumentsAgreement; (d) Opinion of counsel to Buyer substantially in the Assignment and form contained in EXHIBIT C; (e) The Instrument of Assumption duly executed by Buyer; (f) The certificate contemplated by SECTION 9.1; (g) The Escrow Agreement duly executed by Buyer; (h) The Transition Agreement duly executed by Buyer; and (ei) 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 The License Agreement duly executed by Buyer.

Buyer’s Additional Deliveries. At or prior to the Closing, Closing Buyer shall deliver to Sellers Seller all the following: (a) copies a copy of Buyer's Certificate ’s certificate of Formation, 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 authorized officer assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to SellersSeller, as to (i) no amendments to the Certificate certificate of Formation incorporation of Buyer since the date of the certified Certificate of Formation delivered pursuant to Section 4.3(a)a specified date; (ii) the by-laws of Buyer; (iii) the resolutions of the Board board of Managers directors of Buyer authorizing the execution and performance by Buyer of this Agreement and the Ancillary Documents to which Buyer is a party and the transactions contemplated hereby and therebyhereby; and (iiiiv) incumbency and signatures of the officers of Buyer executing this Agreement and such any Buyer Ancillary DocumentsAgreement; (d) the Assignment and Instrument of Assumption Agreement duly executed by Buyer; (e) the Employment Agreements duly executed by Buyer; and (ef) 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 Transition Services Agreement duly executed by Buyer.

Buyer’s Additional Deliveries. At Subject to fulfillment or prior to waiver of the Closingconditions set forth in Article IX, at Closing Buyer shall deliver to Sellers Seller all the following: (a) copies a copy of Buyer's Certificate ’s Articles of Formation, Incorporation certified as of a recent date by the Secretary of State of the State of DelawareSouth Dakota; (b) a certificate of good standing of Buyer issued as of a recent date by the Secretary of State of the State of DelawareSouth Dakota; (c) a certificate of the secretary or an authorized officer assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to SellersSeller, as to (i) no amendments to the Certificate Articles of Formation Incorporation of Buyer since the date of the certified Certificate of Formation delivered pursuant to Section 4.3(a)a specified date; (ii) the By-laws of Buyer; (iii) the resolutions of the Board of Managers Directors of Buyer authorizing the execution execution, delivery and performance of this Agreement and the Buyer Ancillary Documents to which Buyer is a party Agreements and the transactions contemplated hereby and thereby; and (iiiiv) incumbency and signatures of the officers of Buyer executing this Agreement and such any Buyer Ancillary DocumentsAgreement; (d) the Assignment and Assumption Agreement certificate of Buyer contemplated by Section 10.1, duly executed by the President or any Vice President of Buyer; and (e) such other assignments and other good and sufficient instruments of assumption and transfer, in form reasonably satisfactory the Transition Services Agreement duly executed by Buyer to Sellers, as Sellers may reasonably request the extent required pursuant to transfer and assign the Assumed Liabilities to BuyerSection 7.10.