Common use of Buyer’s Closing Deliveries Clause in Contracts

Buyer’s Closing Deliveries. At Closing, Buyer shall deliver or cause to be delivered to Seller, or a designated by Buyer and the senior lender for Buyer; (i) The Cash Payment; (ii) Note 1 executed by Buyer; (iii) Note 2 executed by Buyer; (iv) Two (2) counterparts of the TCB Subordination Agreement executed by Buyer and the senior lender for Buyer; (v) Two (2) counterparts of the Pecks Subordination Agreement executed by Buyer and the Investor; (vi) Two (2) counterparts of the Block Noncompetition Agreement executed by Buyer; (vii) Two (2) counterparts of the Block Employment Agreement executed by Buyer; (viii) Two (2) counterparts of the Block Finder's Fee Agreement executed by Parent; (ix) Two (2) counterparts of the Pledge Agreement executed by Buyer; (x) Two (2) counterparts of the Registration Rights Agreement executed by Buyer; (xi) From counsel to Buyer, an opinion in form and substance acceptable to Seller, addressed to the Seller, and dated as of the Closing Date containing such opinions, assumptions and qualifications as may be reasonably acceptable to Buyer's legal counsel; (xii) Certified resolutions of the respective Boards of Directors of Buyer and Parent, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; and (xiii) All other items required to be delivered hereunder or as may be requested or which are necessary or would reasonably facilitate consummation of the transactions contemplated

Buyer’s Closing Deliveries. At the Closing, Buyer shall deliver to Escrow Agent: (a) The Purchase Price (subject to Sections 3, 6.5 and 6.6 of this Agreement; (b) Such other funds, instruments or cause to documents as may be delivered to Sellerreasonably requested by Escrow Agent, or a designated necessary, to effect or carry out the purposes of this Agreement; (c) Such documents as may be required pursuant to Sections 5.9, 5.10 and 5.11, fully executed and properly acknowledged (as applicable) by Buyer and the senior lender for Buyer; (id) The Cash Payment; (ii) Note 1 Closing Statement, fully executed by Buyer; (iiie) Note 2 The Option Agreement, fully executed by Buyer; (ivf) Two The Initial Option Payment; (2g) counterparts of the TCB Subordination Agreement Written certificate executed by Buyer certifying that Buyer is not a person or entity listed on Appendix A to Title 31, Chapter V of the Code of Federal Regulations (the “Suspected Terrorist List”). Buyer understands that Executive Order 13224 and the senior lender for Buyerregulations promulgated pursuant thereto provide that any transfer of property or interest in property with a person or entity listed on the Suspected Terrorist List (such person or entity being hereinafter referred to as a “Blocked Person”) is “null and void” and the party entering such transaction with a Blocked Person could be subject to monetary penalties or imprisonment in accordance with 31 CFR '594.701; (vh) Two (2) counterparts Such evidence of the Pecks Subordination power and authority of Buyer to consummate the transactions described in this Agreement executed as may be reasonably required by Buyer and Seller or the InvestorEscrow Agent; (vii) Two (2) counterparts A duly executed certification that every representation and warranty of the Block Noncompetition Buyer under this Agreement executed by Buyer; (vii) Two (2) counterparts of the Block Employment Agreement executed by Buyer; (viii) Two (2) counterparts of the Block Finder's Fee Agreement executed by Parent; (ix) Two (2) counterparts of the Pledge Agreement executed by Buyer; (x) Two (2) counterparts of the Registration Rights Agreement executed by Buyer; (xi) From counsel to Buyer, an opinion is true and correct in form and substance acceptable to Seller, addressed to the Seller, and dated all material respects as of the Closing Date containing as if made by Buyer at such opinionstime, assumptions or stating any such representations and qualifications as may be reasonably acceptable to Buyer's legal counsel; (xii) Certified resolutions of the respective Boards of Directors of Buyer warranties which are no longer true and Parent, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectivelycorrect in any material respect; and (xiii) All other items required to be delivered hereunder or as may be requested or which are necessary or would reasonably facilitate consummation of the transactions contemplated

Buyer’s Closing Deliveries. At Closing, Buyer shall deliver deliver, or cause to be delivered delivered, to Seller, the Company (or a designated by Buyer and the senior lender for Buyer;such other Person as may be specified herein): (i) The Cash Payment; (ii) Note 1 the Escrow Agreement duly executed by Buyer; (iiiii) Note 2 a certificate duly executed by an executive officer of Buyer, reasonably satisfactory to the Company, certifying that the conditions with respect to the Company’s obligations under this Agreement set forth in Sections 7.1 and 7.2 have been satisfied; (iviii) Two (2) counterparts of the TCB Subordination Agreement a certificate duly executed by Buyer and the senior lender for Buyer; (v) Two (2) counterparts Secretary of the Pecks Subordination Agreement executed by Buyer and the Investor; (vi) Two (2) counterparts of the Block Noncompetition Agreement executed by Buyer; (vii) Two (2) counterparts of the Block Employment Agreement executed by Buyer; (viii) Two (2) counterparts of the Block Finder's Fee Agreement executed by Parent; (ix) Two (2) counterparts of the Pledge Agreement executed by Buyer; (x) Two (2) counterparts of the Registration Rights Agreement executed by Buyer; (xi) From counsel to Buyer, an opinion in form and substance acceptable to Seller, addressed reasonably satisfactory to the SellerCompany, certifying that (A) the organizational documents of Buyer are in full force and dated effect as of the Closing Date containing Closing, with certified copies of such opinionsorganizational documents attached thereto, assumptions (B) attached thereto are true and qualifications as may be reasonably acceptable to Buyer's legal counsel; (xii) Certified complete copies of all resolutions adopted by the board of the respective Boards of Directors directors of Buyer and Parent, authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and (B) all documents, instruments such resolutions are in full force and agreements effect and are all the resolutions adopted in connection with the Merger and the other transactions contemplated herein to be hereby and thereby; (iv) a certificate duly executed by the Secretary of Buyer, reasonably satisfactory to the Company, certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the other Transaction Documents and Parentthe other documents to be delivered hereunder and thereunder; (v) a good standing certificate for Buyer issued by the Secretary of State of the State of Delaware, respectivelydated no earlier than two (2) Business Days prior to the Closing Date; and (xiiivi) All such other items required certificates or other documents reasonably requested by the Company and necessary to be delivered hereunder or as may be requested or which are necessary or would reasonably facilitate consummation of effectuate and consummate the transactions contemplatedTransactions.

Buyer’s Closing Deliveries. At the Closing, Buyer Buyers shall deliver or cause each of the following documents, duly executed by the appropriate Buyer where applicable, to be delivered the Sellers: (a) Transfer and Assignment Agreements for the LP Interests in the form attached hereto as Exhibit B-1 and an Assignment and Assumption Agreement with respect to Seller, or a designated by Buyer and the senior lender for BuyerAssumed Maine Hydro Liabilities in the form attached hereto as Exhibit B-4; (ib) The Cash Paymenta certificate of good standing or legal existence for each Buyer from the State of Delaware, dated as of a recent date; Purchase and Sale Agreement (c) the Employee Transfer Agreement in the form attached hereto as Exhibit D; (iid) Note 1 executed by Buyer; (iii) Note 2 executed by Buyer; (iv) Two (2) counterparts copies of the TCB Subordination Agreement executed by Buyer requisite resolutions or actions of each Buyer’s board of directors or other governing body approving the execution and the senior lender for Buyer; (v) Two (2) counterparts of the Pecks Subordination Agreement executed by Buyer and the Investor; (vi) Two (2) counterparts of the Block Noncompetition Agreement executed by Buyer; (vii) Two (2) counterparts of the Block Employment Agreement executed by Buyer; (viii) Two (2) counterparts of the Block Finder's Fee Agreement executed by Parent; (ix) Two (2) counterparts of the Pledge Agreement executed by Buyer; (x) Two (2) counterparts of the Registration Rights Agreement executed by Buyer; (xi) From counsel to Buyer, an opinion in form and substance acceptable to Seller, addressed to the Seller, and dated as of the Closing Date containing such opinions, assumptions and qualifications as may be reasonably acceptable to Buyer's legal counsel; (xii) Certified resolutions of the respective Boards of Directors of Buyer and Parent, authorizing the execution, delivery and performance of this Agreement and all documentsthe Employee Transfer Agreement and the consummation of the transactions contemplated hereby and thereby, instruments certified by the Secretary (or other officer or authorized representative) of each Buyer as being duly adopted and agreements contemplated herein in full force and effect; (e) a signed IRS Form 8023, Elections under Section 338 for Corporations Making Qualified Stock Purchases, to be executed prepared by the Buyer and Parent, respectivelyBuyers; (f) evidence of Buyers’ approvals as set forth on Schedule 3; (g) controlling interest transfer tax forms for filing in each applicable jurisdiction; and (xiiih) All such other items required to be delivered hereunder or documents as Sellers may be requested or which are necessary or would reasonably facilitate consummation request in connection with the sale of the transactions contemplatedInterests.

Buyer’s Closing Deliveries. At Buyer must have made the cash payments required to be made by Buyer pursuant to Section 2.3 and must have delivered the following documents, each duly executed by Buyer: (a) the QBermuda Assignment and Assumption Agreement; (b) the QIreland Assignment and Assumption Agreement; (c) the Bioglan Assignment and Assumption Agreement; (d) the Patent Application Assignment; (e) the Trademark Assignment; (f) letters or other appropriate documentation from Buyer to the FDA (in accordance with 21 C.F.R. ss.314.72) or such other appropriate Governmental Body as may be necessary in connection with the notification of the transfer to Buyer of all rights of Bioglan in and to the Drug Authorizations; (g) for each real property lease identified in Section 3.5 of the Disclosure Letter, an Assignment and Assumption of Lease or such other appropriate document or instrument of transfer, each in form and substance reasonably satisfactory to Seller; (h) an Officer's Certificate, dated as of the Closing, Buyer shall deliver or cause to be delivered to Sellersigned by a duly authorized officer of Buyer, or a designated by Buyer certifying that the conditions specified in Sections 9.1 and the senior lender for Buyer;9.2 have been fulfilled; and (i) The Cash Payment; (ii) Note 1 executed by Buyer; (iii) Note 2 executed by Buyer; (iv) Two (2) counterparts a Secretary's Certificate of the TCB Subordination Agreement executed by Buyer and the senior lender for Buyer; (v) Two (2) counterparts of the Pecks Subordination Agreement executed by Buyer and the Investor; (vi) Two (2) counterparts of the Block Noncompetition Agreement executed by Buyer; (vii) Two (2) counterparts of the Block Employment Agreement executed by Buyer; (viii) Two (2) counterparts of the Block Finder's Fee Agreement executed by Parent; (ix) Two (2) counterparts of the Pledge Agreement executed by Buyer; (x) Two (2) counterparts of the Registration Rights Agreement executed by Buyer; (xi) From counsel to Buyer, an opinion in form and substance acceptable to Seller, addressed to the Seller, and dated as of the Closing Date containing such opinionsClosing, assumptions and qualifications as may be reasonably acceptable to certifying (i) that the attached copies of the requisite resolutions or actions of Buyer's legal counsel; (xii) Certified resolutions board of directors approving the respective Boards of Directors of Buyer execution and Parent, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; and (xiii) All other items required to be delivered hereunder or as may be requested or which are necessary or would reasonably facilitate consummation of the transactions contemplatedcontemplated hereby were duly adopted and are in full force and effect; and (ii) to the incumbency and signatures of the officers of Buyer executing this Agreement and the other agreements, instruments or certificates delivered at the Closing.

Buyer’s Closing Deliveries. At Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article IX, at the Closing, Buyer shall deliver or cause to Parent all of the following: (a) such assumption instruments, Local Agreements, endorsements, consents, and other good and sufficient instruments of assumption as shall be delivered effective to Sellervest in Buyer, or a designated by Buyer Buyer’s Designees, if any, respectively, all right, title and interest in and to the Purchased Interests and the senior lender Acquired Assets, in each case as provided for pursuant to this Agreement or as otherwise agreed by the parties; (b) a duly executed counterpart of Buyer (or a Buyer Designee) to the Transition Services Agreement; (c) a duly executed counterpart of Buyer (or a Buyer Designee) to the Bxxx of Sale; (d) a duly executed counterpart of Buyer (or a Buyer Designee) to each of the IP Assignment Agreements; (e) the certificate contemplated by Section 9.2(c), duly executed by an authorized officer of Buyer; (if) The Cash Paymentany documents reasonably required to facilitate the transfer of the Owned Real Property; (iig) Note 1 a duly executed by Buyercounterpart of Parent or its applicable Affiliate to the REA; (iiih) Note 2 a duly executed by Buyer; (iv) Two (2) counterparts counterpart of Chart US or its applicable Affiliate of the TCB Subordination Agreement executed by Buyer and the senior lender for Buyer; (v) Two (2) counterparts of the Pecks Subordination Agreement executed by Buyer and the Investor; (vi) Two (2) counterparts of the Block Noncompetition Agreement executed by Buyer; (vii) Two (2) counterparts of the Block Employment Agreement executed by Buyer; (viii) Two (2) counterparts of the Block Finder's Fee Agreement executed by Parent; (ix) Two (2) counterparts of the Pledge Agreement executed by Buyer; (x) Two (2) counterparts of the Registration Rights Agreement executed by Buyer; (xi) From counsel to Buyer, an opinion in form and substance acceptable to Seller, addressed to the Seller, and dated as of the Closing Date containing such opinions, assumptions and qualifications as may be reasonably acceptable to Buyer's legal counsel; (xii) Certified resolutions of the respective Boards of Directors of Buyer and Parent, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectivelySublicense Agreement; and (xiiii) All other items required to be delivered hereunder or as may be requested or which are necessary or would reasonably facilitate consummation of the transactions contemplateddocuments for the SAMR Filings listed in Schedule 3.3(i).

Buyer’s Closing Deliveries. At ClosingIn accordance with the provisions of Section 3.2(a) hereof, Buyer shall deliver or cause to be delivered to Sellerhereby delivers, or a designated by Buyer has previously delivered, to Seller and the senior lender for Buyer;Stockholders the following: (a) a certificate signed by an authorized officer of Buyer to the effect that: (i) The Cash Paymentthe representations and warranties of Buyer set forth in this Agreement are true and correct in all material respects (except that those representations and warranties that are limited by materiality shall be true and correct in all respects) as of the Closing Date; and (ii) Buyer has performed in all material respects all obligations required to be performed by it under this Agreement prior to the Closing Date; (b) a certificate of the Secretary of Buyer as to: (i) the approval of the execution and delivery of this Agreement, the other Transaction Documents and the consummation of the Acquisition and the other transactions contemplated hereby and thereby; (ii) Note 1 the corporate status of Buyer; and (iii) the incumbency and true signatures of the officers of Buyer who executed this Agreement or will execute any other Transaction Document contemplated hereby on behalf of Buyer; (c) a counterpart of the Xxxx of Sale, duly executed by Buyer; (iiid) Note 2 a counterpart of the Assignment and Assumption Agreement, duly executed by Buyer; (iv) Two (2e) counterparts of the TCB Subordination Agreement executed by Buyer and the senior lender for Buyer; (v) Two (2) counterparts of the Pecks Subordination Agreement executed by Buyer and the Investor; (vi) Two (2) counterparts of the Block Noncompetition Agreement Services Agreements, duly executed by Buyer; (vii) Two (2f) counterparts of the Block Employment Agreement Restrictive Covenant Agreements, duly executed by Buyer; (viii) Two (2) counterparts of the Block Finder's Fee Agreement executed by Parent; (ix) Two (2) counterparts of the Pledge Agreement executed by Buyer; (x) Two (2) counterparts of the Registration Rights Agreement executed by Buyer; (xi) From counsel to Buyer, an opinion in form and substance acceptable to Seller, addressed to the Seller, and dated as of the Closing Date containing such opinions, assumptions and qualifications as may be reasonably acceptable to Buyer's legal counsel; (xii) Certified resolutions of the respective Boards of Directors of Buyer and Parent, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; and (xiiig) All other items required to be delivered hereunder or the Acquisition Shares and payments as may be requested or which are necessary or would reasonably facilitate consummation of the transactions contemplateddescribed in, and in accordance with, Section 3.2(a)(i)-(iii) hereof.

Buyer’s Closing Deliveries. At Closing, Buyer shall deliver or cause the following to be delivered to Seller, or a designated by Buyer and Seller at the senior lender for BuyerClosing: (a) The Purchase Price; (ib) The Cash Payment; (ii) Note 1 A counterpart to the Assignment and Assumption Agreement, duly executed by Buyer; (iiic) Note 2 A counterpart to the Support Agreement, duly executed by Buyer; (ivd) Two (2) counterparts A certificate of the TCB Subordination Agreement executed by Secretary of Buyer and the senior lender for Buyer; certifying (vi) Two (2) counterparts a certificate of the Pecks Subordination Agreement executed Secretary of State of each of Texas and Idaho certifying the good standing of Buyer in Texas and Idaho respectively, and (ii) the resolutions duly adopted by Buyer and the Investor; (vi) Two (2) counterparts board of the Block Noncompetition Agreement executed by Buyer; (vii) Two (2) counterparts directors of the Block Employment Agreement executed by Buyer; (viii) Two (2) counterparts of the Block Finder's Fee Agreement executed by Parent; (ix) Two (2) counterparts of the Pledge Agreement executed by Buyer; (x) Two (2) counterparts of the Registration Rights Agreement executed by Buyer; (xi) From counsel to Buyer, an opinion in form authorizing and substance acceptable to Seller, addressed to the Seller, and dated as of the Closing Date containing such opinions, assumptions and qualifications as may be reasonably acceptable to Buyer's legal counsel; (xii) Certified resolutions of the respective Boards of Directors of Buyer and Parent, authorizing approving the execution, delivery and performance of this Agreement and all documents, instruments the transactions contemplated hereby; (e) A certificate of the Chief Financial Officer of Buyer certifying the incumbency and agreements signatures of the officers of Buyer executing this Agreement and any other document executed on behalf of Buyer in connection with the transaction contemplated herein hereby; (f) A certificate of the President of Buyer to be executed dated as of the Closing Date, certifying that Buyer has performed and complied with all the terms, provisions and conditions of this Agreement to be performed and complied with by it prior to Closing and that its representations and warranties contained herein are true in all material respects as of the Buyer Closing Date (without regard to any materiality qualifiers in such representations and Parentwarranties); (g) A copy of Buyer’s license from the NRC, respectivelywith which Seller must be reasonably satisfied; and (xiiih) All other items required necessary consents of third parties, including any Governmental Authority, to be delivered hereunder the fulfillment of Buyer’s obligations on or as may be requested or which are necessary or would reasonably facilitate consummation of prior to the transactions contemplatedClosing Date under this Agreement.