Common use of Closing Deliveries by Buyer Clause in Contracts

Closing Deliveries by Buyer. (a) At the Closing (or the Delayed Closing, as applicable with respect to at any Initial Purchased Assets or Initial Assumed Liabilities transferred at the Delayed Closing), Buyer shall deliver, or cause to be delivered, to Parent: (i) the Closing Payment or Delayed Payment, as applicable; provided, that the portion of the Closing Payment to be paid to Halyard China Co., Ltd. may be delivered on the first business day in China following the Closing; (ii) copies of the resolutions of the board of directors of Buyer authorizing and approving the transactions contemplated by this Agreement and the applicable Ancillary Agreements to the extent applicable to Buyer which shall be true and complete and in full force and effect and unmodified as of the Closing (or Delayed Closing, as applicable); (iii) executed counterparts of the Transition Services Agreements and each other Ancillary Agreement to which Buyer is, or is contemplated to be, a party; (iv) such other instruments, in form and substance reasonably satisfactory to Parent, as may be reasonably requested by Parent at least five (5) Business Days prior to the Closing Date (or Delayed Closing Date, as applicable) or necessary under applicable Law to effect the transfer of the Initial Purchased Assets and the Interests to Buyer and to evidence such transfer in the public records, and to effect the assumption by Buyer of the Initial Assumed Liabilities and to evidence such assumption in the public records, in each case duly executed by Buyer; (v) the certificate required by Section 8.03(a); and (vi) such other documents as may be required by applicable Law to consummate the transfer of the Owned Real Property owned by an Asset Seller to Buyer in accordance with this Agreement. (b) At each Later Closing, Buyer shall deliver, or cause to be delivered, to Parent: (i) executed counterparts of applicable Transfer Agreements for the applicable Later Purchased Assets to which Buyer is, or is contemplated to be, a party; and (ii) such other instruments, in form and substance reasonably satisfactory to Parent, as may be reasonably requested by Parent at least five (5) Business Days prior to the applicable Later Closing Date or necessary under applicable Law to effect the transfer of the applicable Later Purchased Assets to Buyer and to evidence such transfer in the public records, to the extent applicable, in each case duly executed by Buyer.

Closing Deliveries by Buyer. (a) At the Closing (or the Delayed Closing, as applicable with respect to at any Initial Purchased Assets or Initial Assumed Liabilities transferred at the Delayed Closing), Buyer shall deliver, or shall cause to be delivered, the following: (a) to Parent:the financial advisors party to the Engagement Letters, wire transfers to such accounts as the Contributor shall have notified Buyer at least two Business Days prior to the Closing Date, in an aggregate amount equal to the Banking Fees; (b) to Xxxx Xxxx, by wire transfers of immediately available funds to such accounts as Xxxx Xxxx shall have notified Buyer at least two Business Days prior to the Closing Date, an amount equal to the Cash Consideration. (c) to the Contributor, a duly executed counterpart of the A&R LP Agreement, executed by Buyer and the General Partner; (d) to the Contributor, a duly executed counterpart of the Xxxx Xxxx Voting Agreement, executed by Buyer; (e) to the Contributor, a duly executed counterpart of the Registration Rights Agreement, executed by Buyer; (f) to the Contributor, a duly executed counterpart of the Tax Receivables Agreement executed by Buyer; (g) to the Contributor, a copy of the Certificate of Preferred Stock Designation, in substantially the form attached hereto as Exhibit I (the “Preferred Stock Designation”), providing for the establishment of the three shares of Buyer Series A Preferred Stock, and a copy of the A&R Certificate of Incorporation, in substantially the form attached hereto as Exhibit J, each file stamped by the Delaware Secretary of State evidencing that the same has been accepted for filing and filed by the Delaware Secretary of State; (h) to the Contributor, a certificate of Buyer, dated as of the Closing Date, signed by an authorized Person of Buyer, certifying that the conditions set forth in Sections 8.1 and 8.2 have been fulfilled; (i) to the Closing Payment or Delayed PaymentContributor, as applicable; provided, that the portion of the Closing Payment to be paid to Halyard China Co., Ltd. may be delivered on the first business day in China following the ClosingEquity Consideration; (iij) copies of the resolutions of the board of directors of Buyer authorizing and approving the transactions contemplated by this Agreement and the applicable Ancillary Agreements to the extent applicable to Buyer which shall be true and complete and in full force and effect and unmodified as of the Closing (or Delayed ClosingContributor, as applicable); (iii) executed counterparts of the Transition Services Agreements and each other Ancillary Agreement to which Buyer is, or is contemplated to be, a party; (iv) such other instrumentsevidence, in form and substance reasonably satisfactory to Parentthe Contributor, demonstrating the resignation or removal of all of Buyer’s officers, the appointment of the officers of Xxxx Xxxx GP as officers of Buyer, the reconstitution of the Buyer Board to contain eleven members and, pursuant to the Preferred Stock Designation, the appointment of (i) one individual designated by Bayou City to the Buyer Board, (ii) one individual designated by Highbridge to the Buyer Board and (iii) two individuals designated by Management; and (k) to the Contributor, such other certificates, instruments, and documents required by this Agreement or as may be reasonably requested by Parent at least five (5) Business Days prior the Contributor to carry out the Closing Date (or Delayed Closing Date, as applicable) or necessary under applicable Law to effect the transfer intent and purposes of the Initial Purchased Assets and the Interests to Buyer and to evidence such transfer in the public records, and to effect the assumption by Buyer of the Initial Assumed Liabilities and to evidence such assumption in the public records, in each case duly executed by Buyer; (v) the certificate required by Section 8.03(a); and (vi) such other documents as may be required by applicable Law to consummate the transfer of the Owned Real Property owned by an Asset Seller to Buyer in accordance with this Agreement. (b) At each Later Closing, Buyer shall deliver, or cause to be delivered, to Parent: (i) executed counterparts of applicable Transfer Agreements for the applicable Later Purchased Assets to which Buyer is, or is contemplated to be, a party; and (ii) such other instruments, in form and substance reasonably satisfactory to Parent, as may be reasonably requested by Parent at least five (5) Business Days prior to the applicable Later Closing Date or necessary under applicable Law to effect the transfer of the applicable Later Purchased Assets to Buyer and to evidence such transfer in the public records, to the extent applicable, in each case duly executed by Buyer.

Closing Deliveries by Buyer. (a) At the Closing (or the Delayed Closing, as applicable with respect to at any Initial Purchased Assets or Initial Assumed Liabilities transferred at the Delayed Closing), Buyer shall deliver, deliver or cause to be delivered, delivered to ParentSellers: (i) the Closing Payment Base Price and the Inventory Price (less the amount set forth in Section 4.01(a)(ii)) in immediately available funds by wire transfer to an account or Delayed Payment, as applicable; provided, accounts that the portion of shall have been designated by Sellers not less than two (2) Business Days prior to the Closing Payment to be paid to Halyard China Co., Ltd. may be delivered on the first business day in China following the ClosingDate; (ii) copies of the resolutions of the board of directors of Buyer authorizing assignment and approving the transactions contemplated by this Agreement and the applicable Ancillary Agreements to the extent applicable to Buyer which shall be true and complete and in full force and effect and unmodified as of the Closing (or Delayed Closing, as applicable); (iii) executed counterparts of the Transition Services Agreements and each other Ancillary Agreement to which Buyer is, or is contemplated to be, a party; (iv) such other instrumentsassumption agreements, in form and substance reasonably satisfactory acceptable to ParentSellers, as may be reasonably requested by Parent at least five (5) Business Days prior to the Closing Date (or Delayed Closing Date, as applicable) or necessary under applicable Law Sellers to effect the transfer Buyer’s assumption of the Initial Purchased Assets Assigned Contracts and Leases and other Assumed Liabilities, executed by Buyer; (iii) the Interests to Buyer and to evidence such transfer in Manufacturing Agreement, executed by Buyer; (iv) the public recordsTransitional Services Agreement, and to effect the assumption by Buyer of the Initial Assumed Liabilities and to evidence such assumption in the public records, in each case duly executed by Buyer; (v) copies of such letters and forms from Buyer to the FDA, effective as of the Closing Date, as may be necessary to transfer to Buyer all rights of Sellers in and to the Regulatory Approvals; (vi) a certificate of an executive officer of Buyer, certifying that all representations and warranties of Buyer contained in this Agreement are true and correct in all material respects on and as of the Closing Date as though given on and as of such date, and that Buyer has performed in all material respects all agreements and covenants required by this Agreement to be performed by it prior to or on the Closing Date; (vii) a certificate of the secretary or assistant secretary of Buyer, certifying as to the incumbency and signatures of the officers who are executing instruments on behalf of Buyer at Closing, and further certifying as to the authenticity and completeness of the following attachments: (A) the certificate required of formation of Buyer; (B) the operating agreement or limited liability company agreement of Buyer (redacting any information relating to financial arrangements between the members), (C) a recent certificate of good standing from the appropriate office of the state of Buyer’s organization; and (D) the resolutions of the manager of Buyer authorizing the transactions contemplated by Section 8.03(a)this Agreement; (viii) copies of all Buyer Governmental Consents; and (viix) such other certificates and documents customary in transactions similar to those contemplated hereby as may be required by applicable Law to consummate the transfer of the Owned Real Property owned by an Asset Seller to Buyer in accordance with this Agreement. (b) At each Later Closing, Buyer shall deliver, or cause to be delivered, to Parent: (i) executed counterparts of applicable Transfer Agreements for the applicable Later Purchased Assets to which Buyer is, or is contemplated to be, a party; and (ii) such other instruments, in form and substance reasonably satisfactory to Parent, as may be are reasonably requested by Parent at least five (5) Business Days prior to the applicable Later Closing Date or necessary under applicable Law to effect the transfer of the applicable Later Purchased Assets to Buyer and to evidence such transfer in the public records, to the extent applicable, in each case duly executed by BuyerSellers.

Closing Deliveries by Buyer. (a) At the Closing, Buyer shall, and/or shall cause one or more Buyer Designees to: (i) pay to Sellers by wire transfer of immediately available federal funds to an account designated in a written notice by Sellers (and provided to Buyer no later than two (2) Business Days prior to the Closing Date) an amount equal to the Estimated Closing Payment; (ii) pay the Estimated Closing Indebtedness Amount on behalf of Sellers or the Delayed AU Subsidiaries, as applicable, in accordance with the provisions of the applicable payoff letters or other written instructions from the holder of Indebtedness, by wire transfer of immediately available funds to the account or accounts designated in the applicable payoff letters or written instructions (or, if no such wire transfer instructions are specified therein, otherwise in accordance with the payment instructions in the applicable payoff letters or written instructions); and (iii) if, in paying an amount under Section 2.11(a)(ii), the Buyer or an Affiliate of Buyer is required by Law to make any deduction or withholding for any Tax (“Tax Deduction”), the Buyer or such Affiliate shall make that Tax Deduction and pay it to the relevant Governmental Authority and pay an additional amount to the holder of the Indebtedness together with the payment of the Indebtedness so that, after making the Tax Deduction, the holder of the Indebtedness receives an amount equal to the payment that would have been due if no Tax Deduction had been required. (b) At the Closing, as applicable with respect to at any Initial Purchased Assets Buyer shall, and/or shall cause one or Initial Assumed Liabilities transferred at the Delayed Closing)more Buyer Designees to, Buyer shall also deliver, or cause to be delivered, to ParentSellers, the following: (i) the Closing Payment a counterpart for each Transaction Agreement to which it is a party, executed by a duly authorized officer of Buyer or Delayed Paymentits applicable Buyer Designee or Affiliate; (ii) a counterpart for each Local Conveyance Agreement to which it is a party, as applicable; provided, executed by a duly authorized officer of Buyer or its applicable Buyer Designee or Affiliate; (iii) evidence reasonably satisfactory to Sellers that the portion of the Closing Payment to R&W Policy will be paid to Halyard China Co., Ltd. may be delivered on the first business day in China following full force and effect upon the Closing; (iiiv) copies signed consents for the appointment of the resolutions incoming directors, secretary and public officers of the board of directors of Buyer authorizing and approving the transactions contemplated by this Agreement and the applicable Ancillary Agreements to the extent applicable to Buyer which shall be true and complete and in full force and effect and unmodified as of the Closing (or Delayed Closing, as applicable); (iii) executed counterparts of the Transition Services Agreements and each other Ancillary Agreement to which Buyer is, or is contemplated to be, a party; (iv) such other instruments, in form and substance reasonably satisfactory to Parent, as may be reasonably requested by Parent at least five (5) Business Days prior to the Closing Date (or Delayed Closing Date, as applicable) or necessary under applicable Law to effect the transfer of the Initial Purchased Assets and the Interests to Buyer and to evidence such transfer in the public records, and to effect the assumption by Buyer of the Initial Assumed Liabilities and to evidence such assumption in the public records, in each case duly executed by BuyerAU Subsidiary; (v) the certificate required Certification executed by a duly authorized Representative of Buyer identified in Section 8.03(a9.03(c); and (vi) such other documents as may be required by applicable Law to consummate the transfer customary instruments of the Owned Real Property owned by an Asset Seller to Buyer in accordance with this Agreement. (b) At each Later Closingassumption, Buyer shall deliver, filings or cause to be delivered, to Parent: (i) executed counterparts of applicable Transfer Agreements for the applicable Later Purchased Assets to which Buyer is, or is contemplated to be, a party; and (ii) such other instrumentsdocuments, in form and substance reasonably satisfactory to ParentSeller, as may be reasonably requested by Parent at least five (5) Business Days prior required to the applicable Later Closing Date or necessary under applicable Law give effect to effect the transfer of the applicable Later Purchased Assets to Buyer and to evidence such transfer in the public records, to the extent applicable, in each case duly executed by Buyerthis Agreement.

Closing Deliveries by Buyer. (a) At the Closing (or the Delayed Closing, as applicable with respect to at any Initial Purchased Assets or Initial Assumed Liabilities transferred at the Delayed Closing), Buyer shall deliver, deliver or cause to be delivered, to Parentdelivered the following items: (ia) to the Closing Payment or Delayed PaymentSellers, as applicable; provided, that the portion Buyer’s Purchase Letter of the Closing Payment to be paid to Halyard China Co., Ltd. may be delivered on the first business day in China following the ClosingCredit; (iib) copies a certificate of the resolutions Secretary or other authorized officer of the board of directors of Buyer authorizing and approving the transactions contemplated by this Agreement and the applicable Ancillary Agreements to the extent applicable to Buyer which shall be true and complete and in full force and effect and unmodified as of Buyer, dated the Closing (or Delayed Closing, as applicable); (iii) executed counterparts of the Transition Services Agreements and each other Ancillary Agreement to which Buyer is, or is contemplated to be, a party; (iv) such other instrumentsDate, in form and substance reasonably satisfactory to ParentSellers: (i) attaching the Charter Documents of Buyer and, to the extent possible, certified by the appropriate authority in the jurisdiction of its formation; and (ii) certifying as may be reasonably requested by Parent at least to the resolutions of Buyer’s board of directors (or equivalent governing body) authorizing the execution, delivery and performance of such Buyer under this Agreement, each of the Transaction Documents to which it is a party and each of the transactions contemplated herein and therein; (c) certificate as to the good standing of Buyer, issued within five (5) Business Days days prior to the Closing Date by the appropriate Governmental Authorities within Buyer’s jurisdiction of formation; (or Delayed d) Buyer’s Escrow Letter of Credit issued to the Escrow Agent (to be delivered on the next Business Day after the Closing Datein accordance with the terms hereof); (e) to the Sellers, as applicable) or necessary under applicable Law to effect the transfer a counterpart of the Initial Purchased Assets and the Interests to Buyer and to evidence such transfer in the public recordseach Transaction Document, and to effect the assumption by Buyer of the Initial Assumed Liabilities and to evidence such assumption in the public records, in each case duly executed by Buyer; (vf) to the Sellers, certificates of sales Tax exemption and related documentation pertaining to available sales Tax exemptions required by each jurisdiction where Purchased Asset subject to sales Tax are located; (g) a legal opinion from counsel to Buyer, Xxxxx Peabody LLP, with respect to (i) the certificate required valid existence and good standing of the Buyer, (ii) the limited liability company power of the Buyer to enter into this Agreement, (iii) the due authorization, execution and delivery of this Agreement by Section 8.03(a)the Buyer and (iv) that the execution, delivery by the Buyer of its obligations under this Agreement does not violate the governing documents of the Buyer, in a form reasonably acceptable to Sellers; and (vih) such other documents and instruments as may be required by applicable Law Sellers shall reasonably request to consummate or evidence the transfer of transactions contemplated by the Owned Real Property owned by an Asset Seller to Buyer in accordance with this AgreementTransaction Documents. (b) At each Later Closing, Buyer shall deliver, or cause to be delivered, to Parent: (i) executed counterparts of applicable Transfer Agreements for the applicable Later Purchased Assets to which Buyer is, or is contemplated to be, a party; and (ii) such other instruments, in form and substance reasonably satisfactory to Parent, as may be reasonably requested by Parent at least five (5) Business Days prior to the applicable Later Closing Date or necessary under applicable Law to effect the transfer of the applicable Later Purchased Assets to Buyer and to evidence such transfer in the public records, to the extent applicable, in each case duly executed by Buyer.