Common use of Closing Deliveries by Parent Clause in Contracts

Closing Deliveries by Parent. (a) At the Closing (or the Delayed Closing with respect to any Initial Purchased Assets or Initial Assumed Liabilities transferred at the Delayed Closing), Parent shall deliver, or cause to be delivered, to Buyer: (i) other than with respect to uncertificated Interests (with respect to which such notarial deeds or other instruments of transfer in form and substance reasonably satisfactory to Buyer and duly executed by Parent or the Interest Seller, as applicable, will be delivered as required under applicable Law to give effect to the transfer of such uncertificated Interests), certificates evidencing the Interests duly endorsed in blank, or accompanied by stock powers in form and substance reasonably satisfactory to Buyer and duly executed in blank and with all required stock transfer tax stamps affixed, in all cases free and clear of any Encumbrances; (ii) evidence in form and substance reasonably satisfactory to Buyer that Xxxxxx Xxxxxx no longer holds equity interests in Safeskin Medical & Scientific (Thailand) Ltd.; (iii) copies of the resolutions (or local equivalent) of the board of directors (or local equivalent) and, where required, the stockholders or other equity holders, of each Seller, authorizing and approving the transactions contemplated by this Agreement and the applicable Ancillary Agreements, to the extent applicable to such Seller, which shall be true and complete and in full force and effect and unmodified as of the Closing; (iv) executed counterparts of the Transition Services Agreements and each other Ancillary Agreement to which Parent or a Seller is, or is contemplated to be, a party; and (v) such other instruments, in form and substance reasonably satisfactory to Buyer, as may be reasonably requested by Buyer 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 for Parent or its Affiliates to assume the Excluded Liabilities of the Transferred Subsidiaries and to evidence such assumption in the public records, to the extent applicable, in each case duly executed by Parent or the applicable Seller; (vi) the certificate required by Section 8.02(a); (vii) a statement conforming to the requirements of Treasury Regulations Section 1.1445-2(b)(2) from each Seller that is treated for federal income tax purposes as transferring an interest in a domestic corporation for purposes of the Code or Leased Real Property or Owned Real Property in the United States; (viii) documentation in form and substance reasonably acceptable to Buyer evidencing the release of all Encumbrances (other than Permitted Encumbrances) on the Initial Purchased Assets as of the Closing (or Delayed Closing, as applicable); (ix) with respect to the Owned Real Property owned by an Asset Seller, a duly executed special warranty deed in recordable form conveying fee simple title to such Owned Real Property, subject only to the Permitted Encumbrances and Permitted Title Encumbrances; and (x) such other documents as may be reasonably required by Buyer or a title insurer to consummate the transfer of the Owned Real Property owned by an Asset Seller to Buyer in accordance with this Agreement, including customary title affidavits, certificates or other similar documents reasonably requested by such title insurer; provided, however, that none of Parent or its Affiliates shall be required to provide any indemnities for the benefit of a title insurer that expand the indemnity obligations of Parent and its Affiliates contemplated by Section 10.02 of this Agreement. (b) At each Later Closing, Parent shall deliver, or cause to be delivered, to Buyer: (i) executed counterparts of Transfer Agreements for the applicable Later Purchased Assets to which Parent or a Seller is, or is contemplated to be, a party; (ii) documentation in form and substance reasonably acceptable to Buyer evidencing the release of all Encumbrances (other than Permitted Encumbrances) on the applicable Later Purchased Assets as of such Later Closing; and (iii) such other instruments, in form and substance reasonably satisfactory to Buyer, as may be reasonably requested by Buyer 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 Parent or the applicable Seller.

Closing Deliveries by Parent. (a) At the Closing (or the Delayed Closing with respect to any Initial Purchased Assets or Initial Assumed Liabilities transferred at the Delayed Closing), Parent shall deliver, or cause to be delivered, to Buyer: (ia) other than with respect to uncertificated Interests (with respect to which such notarial deeds or other instruments of transfer in form and substance reasonably satisfactory to Buyer and duly executed by Parent or the Interest Seller, as applicable, will be delivered as required under applicable Law to give effect to the transfer of such uncertificated Interests), certificates evidencing the Interests duly endorsed in blank, or accompanied by stock powers in form and substance reasonably satisfactory to Buyer and duly executed in blank and with all required stock transfer tax stamps affixed, in all cases free and clear of any Encumbrances; (iib) evidence in form and substance reasonably satisfactory to Buyer that Xxxxxx Xxxxxx no longer holds equity interests in Safeskin Medical & Scientific (Thailand) Ltd.; (iiic) copies of the resolutions (or local equivalent) of the board of directors (or local equivalent) and, where required, the stockholders or other equity holders, of each Seller, authorizing and approving the transactions contemplated by this Agreement and the applicable Ancillary Agreements, to the extent applicable to such Seller, which shall certified by the respective corporate secretary (or local equivalent) or a director to be true and complete and in full force and effect and unmodified as of the Closing; (ivd) executed counterparts of the Transition Services Agreements and each other Ancillary Agreement to which Parent or a Seller is, or is contemplated to be, a party; and (ve) such other instruments, in form and substance reasonably satisfactory to Buyer, as may be reasonably requested by Buyer 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 for Parent or its Affiliates to assume the Excluded Liabilities of the Transferred Subsidiaries and to evidence such assumption in the public records, to the extent applicable, in each case duly executed by Parent or the applicable Seller; (vif) the certificate required by Section 8.02(a); (viig) a statement conforming to the requirements of Treasury Regulations Section 1.1445-2(b)(2) from each Seller that is treated for federal income tax purposes as transferring an interest in a domestic corporation for purposes of the Code or Leased Real Property or Owned Real Property in the United States; (viiih) documentation in form and substance reasonably acceptable to Buyer evidencing the release of all Encumbrances (other than Permitted Encumbrances) on the Initial Purchased Assets as of the Closing (or Delayed Closing, as applicable); (ixi) with respect to the Owned Real Property owned by an Asset Seller, a duly executed special warranty deed in recordable form conveying fee simple title to such Owned Real Property, subject only to the Permitted Encumbrances and Permitted Title Encumbrances; and (xj) such other documents as may be reasonably required by Buyer or a title insurer to consummate the transfer of the Owned Real Property owned by an Asset Seller to Buyer in accordance with this Agreement, including customary title affidavits, certificates or other similar documents reasonably requested by such title insurer; provided, however, that none of Parent or its Affiliates shall be required to provide any indemnities for the benefit of a title insurer that expand the indemnity obligations of Parent and its Affiliates contemplated by Section 10.02 of this Agreement. (b) At each Later Closing, Parent shall deliver, or cause to be delivered, to Buyer: (i) executed counterparts of Transfer Agreements for the applicable Later Purchased Assets to which Parent or a Seller is, or is contemplated to be, a party; (ii) documentation in form and substance reasonably acceptable to Buyer evidencing the release of all Encumbrances (other than Permitted Encumbrances) on the applicable Later Purchased Assets as of such Later Closing; and (iii) such other instruments, in form and substance reasonably satisfactory to Buyer, as may be reasonably requested by Buyer 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 Parent or the applicable Seller.

Closing Deliveries by Parent. (a) At the Closing (or the Delayed Closing with respect to any Initial Purchased Assets or Initial Assumed Liabilities transferred at the Delayed Closing), Parent shall deliver, or cause to be delivered, to Buyer: (ia) other than with respect to uncertificated Interests (with respect to which such notarial deeds or other instruments of transfer in form and substance reasonably satisfactory to Buyer and duly executed by Parent or the applicable Interest Seller, as applicable, Seller will be delivered as required under applicable Law to give effect to the transfer of such uncertificated Interests), certificates evidencing the Interests duly endorsed in blank, or accompanied by stock powers in form and substance reasonably satisfactory to Buyer and duly executed in blank and with all required stock transfer tax Tax stamps affixed, in all cases free and clear of any Encumbrances; (ii) evidence in form and substance reasonably satisfactory to Buyer that Xxxxxx Xxxxxx no longer holds equity interests in Safeskin Medical & Scientific (Thailand) Ltd.; (iiib) copies of the resolutions (or local equivalent) of the board of directors (or local equivalent) and, where required, the stockholders or other equity holders, holders of each Seller, authorizing and approving the transactions contemplated by this Agreement and the applicable Ancillary Agreements, to the extent applicable to such Seller, which shall certified by the respective corporate secretary (or local equivalent) or a director to be true and complete and in full force and effect and unmodified as of the Closing; (ivc) executed counterparts of the Transition Services Agreements Agreement and each other Ancillary Agreement to which Parent or a Seller is, or is contemplated to be, a party; and (v) party and such other instruments, in form and substance reasonably satisfactory to Buyer, as may be reasonably requested by Buyer 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 for Parent or its Affiliates to assume the Excluded Liabilities of the Transferred Subsidiaries and to evidence such assumption in the public recordsLiabilities, to the extent applicable, in each case duly executed by Parent or the applicable Seller; (vid) a receipt for the Purchase Price; (e) with respect to the Leased Baytech Property, Parent shall have furnished to Buyer a fully executed landlord consent to the transactions contemplated by this Agreement in form reasonably acceptable to Buyer; (f) with respect to the Leased Baytech Property, an estoppel certificate from the Landlord under the Occupancy Agreement relating to the Leased Baytech Property certifying (i) that such Occupancy Agreement is unmodified and in full force and effect (or, if there have been modifications, that the lease is in full force and effect, as modified, and stating the modifications), (ii) the dates, if any, to which all rental due under such Occupancy Agreement has been paid, (iii) whether there are any existing charges, offsets or defenses against the enforcement by the Landlord or any agreement, covenant or condition of the Occupancy Agreement on the part of the Tenant to be performed or observed (and, if so, specifying the same), and (iv) whether there are any existing defaults by the Tenant in the performance or observance by the Tenant of any agreement, covenant or condition of the Occupancy Agreement on the part of the Tenant to be performed or observed and whether any notice has been given to the Tenant of any default under such Occupancy Agreement that has not been cured (and, if so, specifying the same); (g) the certificate required by Section 8.02(a); (viih) a statement conforming to the requirements of Treasury Regulations certificate required by Section 1.1445-2(b)(2) from each Seller that is treated for federal income tax purposes as transferring an interest in a domestic corporation for purposes of the Code or Leased Real Property or Owned Real Property in the United States; (viii) documentation in form and substance reasonably acceptable to Buyer evidencing the release of all Encumbrances (other than Permitted Encumbrances) on the Initial Purchased Assets as of the Closing (or Delayed Closing, as applicable8.02(f); (ixi) with respect to the Owned Business Real Property owned by an Asset SellerProperty, a duly executed special warranty deed in recordable form conveying fee simple title to such the Owned Business Real Property, subject only to the Permitted Encumbrances and Permitted Title Encumbrances; (j) with respect to the Owned Business Real Property, an affidavit of title in the form reasonably required by the Buyer's title insurer (or the title insurer of any financier of Buyer) in order to issue its extended coverage owner's (or, if applicable, lender's) policy of title insurance without exception for material mechanic's, materialmen's or other statutory liens or for other rights of parties in possession; and (xk) such other documents as may be reasonably required by Buyer, any financier of Buyer or a title insurer to consummate the transfer of the Owned Business Real Property owned by an Asset Seller to Buyer in accordance with this Agreement, including customary title affidavits, certificates or other similar documents reasonably requested by such title insurer; provided, however, that none of Parent or its Affiliates shall be required to provide any indemnities for the benefit of a title insurer that expand the indemnity obligations of Parent and its Affiliates contemplated by Section 10.02 of this Agreement. (b) At each Later Closing, Parent shall deliver, or cause to be delivered, to Buyer: (i) executed counterparts of Transfer Agreements for the applicable Later Purchased Assets to which Parent or a Seller is, or is contemplated to be, a party; (ii) documentation in form and substance reasonably acceptable to Buyer evidencing the release of all Encumbrances (other than Permitted Encumbrances) on the applicable Later Purchased Assets as of such Later Closing; and (iii) such other instruments, in form and substance reasonably satisfactory to Buyer, as may be reasonably requested by Buyer 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 Parent or the applicable Seller.