Common use of Closing Deliverables of the Sellers Clause in Contracts

Closing Deliverables of the Sellers. At the Closing, the Seller Parties shall deliver or cause to be delivered to the Purchaser the following: (a) a counterpart signature page to the Closing Date Bills of Sale, each duly executed by the Company and the Royalty Fund, as applicable; (b) a counterpart signature page to each of the Gilead Payment Direction Letter, the UroGen Payment Direction Letter and the BMS Payment Direction Letter, each duly executed by the Company; (c) an opinion of Xxxxxxx Xxxxxx & Xxxx, counsel to the Sellers, in form and substance reasonably satisfactory to the Purchaser; (d) a duly executed certificate of an executive officer of the Seller Parties dated as of the Closing Date and (i) attaching copies, certified by such officer as true and complete, of (x) the organizational documents of the Seller Parties and (y) resolutions of the governing body of the Sellers authorizing and approving the execution, delivery and performance by the Seller Parties of the Transaction Documents and the transactions contemplated hereby and thereby, (ii) setting forth the incumbency of the officer or officers of the Seller Parties who have executed and delivered the Transaction Documents, including therein a signature specimen of each such officer or officers and (iii) attaching a copy, certified by such officer as true and complete, of a good standing certificate of the appropriate Governmental Authority of the Seller Parties’ jurisdictions of organization, stating that the Seller Parties are in good standing under the laws of such jurisdictions; (e) a duly executed certificate of an executive officer of the Company certifying that (i) no Material Adverse Effect shall have occurred and (ii) the representations and warranties of the Seller Parties in Sections 3.1, 3.2, 3.3, 3.4, 3.6, 3.7(b), 3.10, 3.13 and 3.14, as amended pursuant to Section 5.17, if applicable, shall be true, correct and complete in all respects and (iii) the representations and warranties of the Seller Parties in ARTICLE III (other than those specified in Section 6.2(e)(ii)), shall be true, correct and complete in all respects except where the failure to be true, correct or complete would not reasonably be expected to have a Material Adverse Effect; (f) a counterpart signature page to the Security Agreements duly executed by each of the Company, the Royalty Fund and Product Sub; (g) a counterparty signature page to the Pledge and Security Agreement duly executed by the Company; (h) fully executed copies of the Contribution Agreement and the Intercompany License Agreement; (i) UCC-1 financing statements to evidence and perfect the sale, assignment, transfer, conveyance and grant of the Purchased Receivables pursuant to Section 2.1 and the back-up security interest granted pursuant to Section 2.1(d); and (j) duly executed IRS Form W-9s from each of the Company and Royalty Fund certifying that such Party is a United States person as defined in Section 7701(a)(30) of the Code and exempt from U.S. federal backup withholding.

Closing Deliverables of the Sellers. At or prior to the Closing, the Seller Parties Company and the Sellers shall deliver deliver, or cause to be delivered, to Buyer: (i) resignations of each of the directors and officers (or equivalent) of the Company and each of its Subsidiaries (other than those officers as may be specified in writing by Buyer), with such resignations to be effective as of the Closing; (ii) electronic copies of all documents and materials contained in the electronic data room hosted by the Company in connection with the transactions contemplated by this Agreement; (iii) payoff letters in customary form reasonably acceptable to Buyer, drafts of which shall have been delivered to Buyer at least two (2) Business Days prior to the Closing, executed by the lenders and other financing sources of the Company and its Subsidiaries set forth on Section 2.08(a)(iii) of the Disclosure Schedules setting forth all amounts necessary to be paid to repay in full any such Closing Date Indebtedness; (iv) a certificate signed on behalf of (A) each Seller, by an authorized officer of such Seller, dated as of the Closing Date, certifying that the conditions set forth in (1) Section 7.02(a) and Section 7.02(b) as they relate to the representations, warranties and covenants of such Seller, and (2) Section 7.02(c), have in each case been satisfied and (B) the Company, by an authorized officer of the Company, dated as of the Closing Date, certifying that the conditions set forth in (1) Section 7.02(a) and Section 7.02(b) as they relate to the representations, warranties and covenants of the Company, and (2) Section 7.02(c) have in each case been satisfied; (v) a stock power or other instrument of transfer and conveyance, in customary form and substance reasonably acceptable to Buyer, duly executed by (A) Seller One conveying to Buyer all of Seller One's right, title and interest in and to all of the Shares owned by Seller One, and (B) Seller Two conveying to Buyer all of Seller Two's right, title and interest in and to all of the Shares owned by Seller Two; (vi) a copy of each Option Cancellation Agreement that has been executed by an Optionholder and delivered to the Purchaser Company prior to the following:Closing; (avii) a counterpart signature page to the Closing Date Bills of SaleEscrow Agreement, each duly executed by the Company Equityholder Representative and the Royalty Fund, as applicableEscrow Agent; (bviii) a counterpart signature page to each certificate of the Gilead Payment Direction Letter, the UroGen Payment Direction Letter and the BMS Payment Direction Letter, each duly executed by the Company; (c) an opinion of Xxxxxxx Xxxxxx & Xxxx, counsel to the Sellers, in form and substance reasonably satisfactory to the Purchaser; (d) a duly executed certificate of an executive officer of the Seller Parties Company dated as of the Closing Date and (ipursuant to Treasury Regulations Section 1.1445-2(c)(3) attaching copies, certified by such officer as true and complete, of (x) the organizational documents of the Seller Parties and (y) resolutions of the governing body of the Sellers authorizing and approving the execution, delivery and performance by the Seller Parties of the Transaction Documents and the transactions contemplated hereby and thereby, (ii) setting forth the incumbency of the officer or officers of the Seller Parties who have executed and delivered the Transaction Documents, including therein a signature specimen of each such officer or officers and (iii) attaching a copy, certified by such officer as true and complete, of a good standing certificate of the appropriate Governmental Authority of the Seller Parties’ jurisdictions of organization, stating that the Seller Parties are Company is not nor has it been a U.S. real property holding corporation (as defined in good standing under the laws of such jurisdictions; (eSection 897(c)(2) a duly executed certificate of an executive officer of the Company certifying that (iCode) no Material Adverse Effect shall have occurred and (ii) during the representations and warranties of the Seller Parties in Sections 3.1, 3.2, 3.3, 3.4, 3.6, 3.7(b), 3.10, 3.13 and 3.14, as amended pursuant to Section 5.17, if applicable, shall be true, correct and complete in all respects and (iii) the representations and warranties of the Seller Parties in ARTICLE III (other than those period specified in Section 6.2(e)(ii)), shall be true, correct and complete in all respects except where the failure to be true, correct or complete would not reasonably be expected to have a Material Adverse Effect; (f897(c) a counterpart signature page to the Security Agreements duly executed by each of the Company, the Royalty Fund and Product Sub; (g) a counterparty signature page to the Pledge and Security Agreement duly executed by the Company; (h) fully executed copies of the Contribution Agreement and the Intercompany License Agreement; (i) UCC-1 financing statements to evidence and perfect the sale, assignment, transfer, conveyance and grant of the Purchased Receivables pursuant to Section 2.1 and the back-up security interest granted pursuant to Section 2.1(d)Code; and (jix) duly executed IRS Form W-9s from each of evidence reasonably satisfactory to Buyer that the Company and Royalty Fund certifying that such Party is a United States person as defined in Section 7701(a)(30) of transactions contemplated by the Code and exempt from U.S. federal backup withholdingBelgian SPA have occurred or shall occur at Closing.

Closing Deliverables of the Sellers. At or prior to the Closing, the Seller Parties Company and the Sellers shall deliver deliver, or cause to be delivered, to Buyer: (i) resignations of each of the directors and officers (or equivalent) of the Company and each of its Subsidiaries (other than those officers as may be specified in writing by Buyer), with such resignations to be effective as of the Closing; (ii) electronic copies of all documents and materials contained in the electronic data room hosted by the Company in connection with the transactions contemplated by this Agreement; (iii) payoff letters in customary form reasonably acceptable to Buyer, drafts of which shall have been delivered to Buyer at least two (2) Business Days prior to the Closing, executed by the lenders and other financing sources of the Company and its Subsidiaries set forth on Section 2.08(a)(iii) of the Disclosure Schedules setting forth all amounts necessary to be paid to repay in full any such Closing Date Indebtedness; (iv) a certificate signed on behalf of (A) each Seller, by an authorized officer of such Seller, dated as of the Closing Date, certifying that the conditions set forth in (1) Section 7.02(a) and Section 7.02(b) as they relate to the representations, warranties and covenants of such Seller, and (2) Section 7.02(c), have in each case been satisfied and (B) the Company, by an authorized officer of the Company, dated as of the Closing Date, certifying that the conditions set forth in (1) Section 7.02(a) and Section 7.02(b) as they relate to the representations, warranties and covenants of the Company, and (2) Section 7.02(c) have in each case been satisfied; (v) a stock power or other instrument of transfer and conveyance, in customary form and substance reasonably acceptable to Buyer, duly executed by (A) Seller One conveying to Buyer all of Seller One’s right, title and interest in and to all of the Shares owned by Seller One, and (B) Seller Two conveying to Buyer all of Seller Two’s right, title and interest in and to all of the Shares owned by Seller Two; (vi) a copy of each Option Cancellation Agreement that has been executed by an Optionholder and delivered to the Purchaser Company prior to the following:Closing; (avii) a counterpart signature page to the Closing Date Bills of SaleEscrow Agreement, each duly executed by the Company Equityholder Representative and the Royalty Fund, as applicableEscrow Agent; (bviii) a counterpart signature page to each certificate of the Gilead Payment Direction Letter, the UroGen Payment Direction Letter and the BMS Payment Direction Letter, each duly executed by the Company; (c) an opinion of Xxxxxxx Xxxxxx & Xxxx, counsel to the Sellers, in form and substance reasonably satisfactory to the Purchaser; (d) a duly executed certificate of an executive officer of the Seller Parties Company dated as of the Closing Date and (ipursuant to Treasury Regulations Section 1.1445-2(c)(3) attaching copies, certified by such officer as true and complete, of (x) the organizational documents of the Seller Parties and (y) resolutions of the governing body of the Sellers authorizing and approving the execution, delivery and performance by the Seller Parties of the Transaction Documents and the transactions contemplated hereby and thereby, (ii) setting forth the incumbency of the officer or officers of the Seller Parties who have executed and delivered the Transaction Documents, including therein a signature specimen of each such officer or officers and (iii) attaching a copy, certified by such officer as true and complete, of a good standing certificate of the appropriate Governmental Authority of the Seller Parties’ jurisdictions of organization, stating that the Seller Parties are Company is not nor has it been a U.S. real property holding corporation (as defined in good standing under the laws of such jurisdictions; (eSection 897(c)(2) a duly executed certificate of an executive officer of the Company certifying that (iCode) no Material Adverse Effect shall have occurred and (ii) during the representations and warranties of the Seller Parties in Sections 3.1, 3.2, 3.3, 3.4, 3.6, 3.7(b), 3.10, 3.13 and 3.14, as amended pursuant to Section 5.17, if applicable, shall be true, correct and complete in all respects and (iii) the representations and warranties of the Seller Parties in ARTICLE III (other than those period specified in Section 6.2(e)(ii)), shall be true, correct and complete in all respects except where the failure to be true, correct or complete would not reasonably be expected to have a Material Adverse Effect; (f897(c) a counterpart signature page to the Security Agreements duly executed by each of the Company, the Royalty Fund and Product Sub; (g) a counterparty signature page to the Pledge and Security Agreement duly executed by the Company; (h) fully executed copies of the Contribution Agreement and the Intercompany License Agreement; (i) UCC-1 financing statements to evidence and perfect the sale, assignment, transfer, conveyance and grant of the Purchased Receivables pursuant to Section 2.1 and the back-up security interest granted pursuant to Section 2.1(d)Code; and (jix) duly executed IRS Form W-9s from each of evidence reasonably satisfactory to Buyer that the Company and Royalty Fund certifying that such Party is a United States person as defined in Section 7701(a)(30) of transactions contemplated by the Code and exempt from U.S. federal backup withholdingBelgian SPA have occurred or shall occur at Closing.

Closing Deliverables of the Sellers. At the Closing, the Seller Parties Sellers shall deliver or cause to be delivered to the Purchaser the followingBuyer: (ai) a counterpart signature page the certificate of the Sellers as required pursuant to Section 7.02(c); (ii) assignment and assumption agreements substantially in the forms attached hereto in Exhibit C (the “Interest Assignments”) with respect to the Closing Date Bills Interests in respect of SaleNP1 Pegasus and Opco, each duly executed by the Company and the Royalty Fund, as applicableapplicable Sellers; (biii) a counterpart signature page to each in the case of the Gilead Payment Direction LetterSeller 1, the UroGen Payment Direction Letter and the BMS Payment Direction Letter, each duly executed by the Company; (c) an opinion of Xxxxxxx Xxxxxx & Xxxx, counsel to the Sellers, in form and substance reasonably satisfactory to the Purchaser; (d1) a duly executed certificate of an executive officer share transfer instrument in substantially the form set out in Exhibit D with respect to the transfer of the NP1HK Interests held by Seller Parties dated 1 to Buyer and (2) a local share transfer agreement in form mutually agreed upon between Sellers and Buyer with respect to the transfer of the NP1HK Interest held by Seller 1 for HK stamp duty purposes, duly executed by Seller 1; (iv) in the case of Seller 1, the share certificate in respect of the NP1HK Interests held by Seller 1, registered in the name of Seller 1; (v) in the case of Seller 1, a copy of the minutes or written resolution of the board of directors of NP1HK approving, among others, the transfer of the NP1HK Interests from Seller 1 to Buyer and the appointment of any new director designated by Buyer and notified to the Sellers no less than ten Business Days prior to the Closing Date; (vi) in the case of Seller 1, duly executed bought and sold notes in respect of the transfer of the NP Interests sold by Seller 1 to the Buyer in substantially the form set out in Exhibit E: (vii) a copy of the New Operating Lease, executed by New Propco; (viii) a copy of the termination agreement between CAP LV and Propco terminating the Existing Rental Management Agreement effective as of Closing; (ix) with respect to the Existing Financing, copies of the payoff letter(s) and other instruments of discharge for the Existing Financing, evidencing payoff and discharge of the Existing Financing and related security therefor upon repayment of the Existing Financing as contemplated by Section 6.10; (x) letters of resignations, or other evidence of the removal, of those directors and officers (or equivalent) of the Company Group as specified in writing by Buyer not less than five (5) Business Days prior to the Closing Date, with such resignations to be effective as of the Closing Date and (i) attaching copies, certified by such officer as true and complete, of (x) the organizational documents of the Seller Parties and (y) resolutions of the governing body of the Sellers authorizing and approving the execution, delivery and performance by the Seller Parties of the Transaction Documents and the transactions contemplated hereby and thereby, (ii) setting forth the incumbency of the officer or officers of the Seller Parties who have executed and delivered the Transaction Documents, including therein a signature specimen of each such officer or officers and (iii) attaching a copy, certified by such officer as true and complete, of a good standing certificate of the appropriate Governmental Authority of the Seller Parties’ jurisdictions of organization, stating that the Seller Parties are in good standing under the laws of such jurisdictionsDate; (exi) a duly executed certificate letters of an executive officer resignation, or other evidence of the Company certifying that removal, of all directors and officers (ior equivalent) no Material Adverse Effect shall have occurred and (ii) of any condominium, homeowners or similar association governing or otherwise affecting the representations and warranties Real Property, with such resignations to be effective as of the Seller Parties in Sections 3.1, 3.2, 3.3, 3.4, 3.6, 3.7(b), 3.10, 3.13 and 3.14, as amended pursuant to Section 5.17, if applicable, shall be true, correct and complete in all respects and (iii) the representations and warranties of the Seller Parties in ARTICLE III (other than those specified in Section 6.2(e)(ii)), shall be true, correct and complete in all respects except where the failure to be true, correct or complete would not reasonably be expected to have a Material Adverse EffectClosing Date; (fxii) a counterpart signature page to the Security Agreements duly executed by each copy of the Company, the Royalty Fund and Product Sub; (g) a counterparty signature page to the Pledge and Security Agreement duly executed by the Company; (h) fully executed copies termination of the Contribution Agreement and the Intercompany License Agreement; Existing Operating Lease (i) UCC-1 financing statements to evidence and perfect the saleincluding a release of any obligations or liabilities of Tenant thereunder), assignment, transfer, conveyance and grant effective as of the Purchased Receivables pursuant to Section 2.1 and the back-up security interest granted pursuant to Section 2.1(d)Closing Date; and (jxiii) duly executed the IRS Form W-9s from each of the Company and Royalty Fund certifying that such Party is a United States person as defined in W-9 required pursuant to Section 7701(a)(30) of the Code and exempt from U.S. federal backup withholding6.08(a).

Closing Deliverables of the Sellers. At or prior to the Closing, the Seller Parties Sellers shall deliver have delivered, or cause caused to be delivered have been delivered, to the Purchaser all of the following: (a) a counterpart signature page copies of the organizational documents of each of the Sellers, in each case as amended and in effect as of immediately prior to the Closing Date Bills (collectively, the “Charter Documents”), and certified resolutions of Sale, each duly executed by the Company and the Royalty FundSeller’s board of directors or board of managers, as applicable, and VAI’s stockholders approving and authorizing the execution and delivery of this Agreement and the other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby (the “Transactions”); (b) a counterpart signature page to certificate of good standing of each of the Gilead Payment Direction Letter, the UroGen Payment Direction Letter and the BMS Payment Direction Letter, each duly executed Sellers issued by the CompanySecretary of State of Colorado and those other jurisdictions set forth on Section 2(b) of the Disclosure Schedules; (c) an opinion a FIRPTA Certificate from each Seller, in the form attached hereto as Exhibit A; (d) evidence that none of Xxxxxxx Xxxxxx & Xxxxthe Purchased Assets will be, counsel following the repayment of any Indebtedness at or prior to the SellersClosing, subject to any Liens, other than Permitted Liens, in each case in form and substance satisfactory to Purchaser; (e) the Escrow Agreement, executed by the Representative; (f) evidence of termination or amendment (in each case in a manner satisfactory to Purchaser) of each Contract listed on Section 2(f) of the Disclosure Schedules; (g) an assignment and assumption agreement in the form attached hereto as Exhibit B, executed by each Seller; (h) a xxxx of sale in the form attached hereto as Exhibit C, executed by each Seller; (i) employment and restrictive covenant agreements, in form and substance reasonably satisfactory to the Purchaser; (d) a duly executed certificate of an executive officer of the Seller Parties dated as of the Closing Date and (i) attaching copies, certified by such officer as true and complete, of (x) the organizational documents of the Seller Parties and (y) resolutions of the governing body of the Sellers authorizing and approving the execution, delivery and performance by the Seller Parties of the Transaction Documents and the transactions contemplated hereby and thereby, (ii) setting forth the incumbency of the officer or officers of the Seller Parties who have executed and delivered the Transaction Documents, including therein a signature specimen of each such officer or officers and (iii) attaching a copy, certified by such officer as true and complete, of a good standing certificate of the appropriate Governmental Authority of the Seller Parties’ jurisdictions of organization, stating that the Seller Parties are in good standing under the laws of such jurisdictions; (e) a duly executed certificate of an executive officer of the Company certifying that (i) no Material Adverse Effect shall have occurred and (ii) the representations and warranties of the Seller Parties in Sections 3.1, 3.2, 3.3, 3.4, 3.6, 3.7(b), 3.10, 3.13 and 3.14, as amended pursuant to Section 5.17, if applicable, shall be true, correct and complete in all respects and (iii) the representations and warranties of the Seller Parties in ARTICLE III (other than those specified in Section 6.2(e)(ii)), shall be true, correct and complete in all respects except where the failure to be true, correct or complete would not reasonably be expected to have a Material Adverse Effect; (f) a counterpart signature page to the Security Agreements duly executed by each of the CompanyXxxx Xxxxxxxx, the Royalty Fund Xxxxxx Xxxxxxxxxx, Xxxx Xxxxxxxxxxx, Xxxxxx Xx and Product SubXxxxxxx Xxxxx; (g) a counterparty signature page to the Pledge and Security Agreement duly executed by the Company; (h) fully executed copies of the Contribution Agreement and the Intercompany License Agreement; (i) UCC-1 financing statements to evidence and perfect the sale, assignment, transfer, conveyance and grant of the Purchased Receivables pursuant to Section 2.1 and the back-up security interest granted pursuant to Section 2.1(d); and (j) duly executed IRS Form W-9s from each of the Company and Royalty Fund certifying that such Party is a United States person as defined in Section 7701(a)(30) of the Code and exempt from U.S. federal backup withholding.