Common use of Closing Deliveries by the Company Clause in Contracts

Closing Deliveries by the Company. At the Closing, the Company shall have delivered or caused to be delivered to Purchaser: (i) possession of all of the Purchased Assets; (ii) the License Agreement, duly executed by the Company; (iii) a Xxxx of Sale substantially in the form of Exhibit B attached hereto, conveying good and marketable title in and to all of the Purchased Assets, duly executed by the Company; (iv) an Assignment and Assumption Agreement substantially in the form of Exhibit C attached hereto (the “General Assignment”), duly executed by the Company; (v) the Registration Rights Agreement, duly executed by the Company; (vi) the Updated Company Disclosure Schedule; (vii) a certificate of an officer of the Company with respect to the matters set forth in Section 7.1 hereof; (viii) a certificate of the Secretary of the Company, certifying as of the Closing Date (A) a true and complete copy of the Certificate of Incorporation of the Company, (B) a true and complete copy of the resolutions of each of the board of directors and stockholders of the Company authorizing the execution, delivery and performance of this Agreement by the Company and the consummation of the transaction contemplated hereby, (C) a certificate of good standing as of a recent date of the Company in the State of California and (D) incumbency matters; and (ix) consents to assignment of the Assumed Contracts in form and substance satisfactory to Purchaser and its counsel.

Closing Deliveries by the Company. At the Closing, the Company shall have delivered deliver or caused cause to be delivered to PurchaserParent and Merger Sub: (ia) possession of all certificates of the Purchased AssetsSecretary of State of the State of Delaware dated not more than five (5) Business Days prior to the Closing Date, attesting to the incorporation and good standing of the Company as a corporation in its jurisdiction of incorporation; (iib) the License Agreementcopies, duly executed certified by the Secretary of State of Delaware, of the certificate of incorporation of the Company, and all amendments thereto; (iii) a Xxxx of Sale substantially in the form of Exhibit B attached hereto, conveying good and marketable title in and to all of the Purchased Assets, duly executed by the Company; (iv) an Assignment and Assumption Agreement substantially in the form of Exhibit C attached hereto (the “General Assignment”), duly executed by the Company; (v) the Registration Rights Agreement, duly executed by the Company; (vi) the Updated Company Disclosure Schedule; (vii) a certificate of an officer of the Company with respect to the matters set forth in Section 7.1 hereof; (viiic) a certificate of the Secretary of the Company, certifying Company as of the Closing Date Date, certifying (Ai) a true and complete copy the bylaws of the Certificate of Incorporation of the CompanyCompany and all amendments thereto, (Bii) a true and complete copy of the resolutions of each the Board of the board of directors and stockholders Directors of the Company authorizing the Company’s execution, delivery and performance of this Agreement by the Company and Agreement, the consummation of the transaction transactions contemplated herebyherein, declaring this Agreement is advisable, fair, and in the best interests of the Company’s stockholders, and authorizing the taking of all such other corporate action as shall have been required as a condition to, or in connection with the consummation of the contemplated transactions and (Ciii) the incumbency of all officers of the Company executing this Agreement and any document executed and delivered in connection herewith; (d) a certificate from the Company meeting the requirements of good standing as Treasury Regulation Section 1.1445-2(c)(3) providing that the Company Shares would not constitute, to any extent, a United States real property interest within the meaning of a recent date Section 897(c) of the Code; (e) a copy of the duly executed Company in UWC, (f) copies of the State of California and (D) incumbency mattersduly executed Investor Letters; and (ixg) consents to assignment the Certificate of Merger duly executed by the Assumed Contracts in form and substance satisfactory to Purchaser and its counselCompany.

Closing Deliveries by the Company. At the each Closing, the Company shall have delivered deliver or caused cause to be delivered to the Purchaser: (ia) possession a certificate or appropriate evidence of all a book entry transfer representing the applicable Purchased Shares registered in the name of the Purchased AssetsPurchaser; (iib) certificates of good standing with respect to each of the License Agreement, Company and Topco issued by the responsible Governmental Authority of the jurisdiction of its formation (to the extent any such certificate is routinely issued by any such jurisdiction); (c) a certificate duly executed by the Company; (iii) a Xxxx of Sale substantially in the form of Exhibit B attached hereto, conveying good and marketable title in and to all of the Purchased Assets, duly executed by the Company; (iv) an Assignment and Assumption Agreement substantially in the form of Exhibit C attached hereto (the “General Assignment”), duly executed by the Company; (v) the Registration Rights Agreement, duly executed by the Company; (vi) the Updated Company Disclosure Schedule; (vii) a certificate of an officer of the Company with respect to the matters set forth in Section 7.1 hereof; (viii) a certificate of the Secretary or Assistant Secretary of the Company, certifying as of the Closing Date (A) that attached thereto is a true true, correct and complete copy of (i) the Restated Certificate of Incorporation in effect at such Closing, (ii) the resolutions of the Companyboard of directors of the Company approving the execution, delivery and performance of this Agreement and consummation of the Transactions by the Company and (Biii) the written consent of the stockholders of the Company adopting the Restated Certificate; (d) a true certificate duly executed by a Secretary or Assistant Secretary of Topco, certifying that attached thereto is a true, correct and complete copy of the resolutions of each of the board of directors and stockholders of the Company authorizing Topco approving the execution, delivery and performance of this Agreement by Topco and, subject to the Company Regulatory Approval Condition and the receipt of any shareholder approval required in connection with any issuance of Additional Preferred Stock, the consummation of the transaction contemplated hereby, (C) a certificate of good standing as of a recent date of the Company in the State of California and (D) incumbency mattersTransactions by Topco; and (ixe) consents to assignment evidence that the Restated Certificate has been duly filed with the Secretary of State of the Assumed Contracts in form and substance satisfactory to Purchaser and its counselState of Delaware.

Closing Deliveries by the Company. At the Closing, the Company shall have delivered deliver or caused cause to be delivered to Purchaserthe Subscriber: (ia) possession of all a duly executed and chopped share certificate of the Purchased AssetsCompany representing the Subscription Shares acquired and owned by the Subscriber; (iib) the License Agreement, duly executed by documents evidencing the Company’s receipt of the Investment Amount; (iiic) an executed original of each Transaction Document to which the Company is a Xxxx of Sale substantially in the form of Exhibit B attached hereto, conveying good and marketable title in and to all of the Purchased Assets, duly executed by the Companyparty; (iv) an Assignment and Assumption Agreement substantially in the form of Exhibit C attached hereto (the “General Assignment”), duly executed by the Company; (v) the Registration Rights Agreement, duly executed by the Company; (vi) the Updated Company Disclosure Schedule; (vii) a certificate of an officer of the Company with respect to the matters set forth in Section 7.1 hereof; (viii) a certificate of the Secretary of the Company, certifying as of the Closing Date (A) a true and complete copy of the Certificate of Incorporation of the Company, (Bd) a true and complete copy of the resolutions of each of duly and validly adopted by the board of directors and stockholders executive director or an authorized person of the Company authorizing evidencing his/her authorization of (i) the executionexecution and delivery of the Transaction Documents, delivery and performance of this Agreement by the Company and (ii) the consummation of the transaction transactions contemplated herebyby the Transaction Documents, (Ciii) the increase of the share capital of the Company for the purpose of issuance of shares following consummation of the transactions contemplated by the Transaction Documents, and (iv) the issuance of Subscription Shares to the Subscriber; (e) a true and complete copy of each approval required to be obtained from the Governmental Authorities or the Parentco; (f) payment instructions setting forth the information related to the Company’s bank account used for receipt of the Investment Amount; and (g) a certificate of good standing as of a recent date duly authorized officer of the Company certifying as to the matters set forth in the State of California and (D) incumbency matters; and (ix) consents to assignment of the Assumed Contracts in form and substance satisfactory to Purchaser and its counselSection 7.02(a).

Closing Deliveries by the Company. At the Closing, the Company shall have delivered or caused to be delivered to Purchaser: (i) possession of all of the Purchased Assets; (ii) the License Agreement, duly executed by the Company; (iii) a Xxxx of Sale substantially in the form of Exhibit B attached hereto, conveying good and marketable title in and to all of the Purchased Assets, duly executed by the Company; (iv) an Assignment and Assumption Agreement substantially in the form of Exhibit C attached hereto (the “"General Assignment”"), duly executed by the Company; (v) the Registration Rights Agreement, duly executed by the Company; (vi) the Updated Company Disclosure Schedule; (vii) a certificate of an officer of the Company with respect to the matters set forth in Section 7.1 hereof; (viii) a certificate of the Secretary of the Company, certifying as of the Closing Date (A) a true and complete copy of the Certificate of Incorporation of the Company, (B) a true and complete copy of the resolutions of each of the board of directors and stockholders of the Company authorizing the execution, delivery and performance of this Agreement by the Company and the consummation of the transaction contemplated hereby, (C) a certificate of good standing as of a recent date of the Company in the State of California Delaware and (D) incumbency matters; and (ix) consents to assignment of the Assumed Contracts in form and substance satisfactory to Purchaser and its counsel.

Closing Deliveries by the Company. At the Closing, the Company shall have delivered or caused deliver to be delivered to Purchaserthe Lender: (i) possession of all of the Purchased AssetsNote, duly executed by the Company; (ii) the License Security Agreement, duly executed by the Company; (iii) a Xxxx of Sale substantially in the form of Exhibit B attached hereto, conveying good and marketable title in and to all of the Purchased AssetsGuaranty, duly executed by the CompanyGuarantor (as defined in the Note); (iv) an Assignment and Assumption Agreement substantially in the form of Exhibit C attached hereto (the “General Assignment”)Amendment, duly executed by the CompanyCompany and the other parties thereto (other than the Lender); (v) an opinion of counsel to the Registration Rights AgreementCompany and the Guarantor, duly executed by in form and substance satisfactory to the Company;Lender; and (vi) the Updated Company Disclosure Schedule; (vii) a certificate of an officer of the Company with respect to the matters set forth in Section 7.1 hereof; (viii) a certificate of the Secretary General Partner of the Company, certifying Company dated as of the Closing Date Date, certifying: (A) a the Company's organizational documents as true and complete copy and attaching certified copies of the Certificate of Incorporation of the Company, same; (B) a true as to the incumbency and complete copy genuineness of the specimen signatures of each officer of the Company executing any of the Transaction Documents; (C) the resolutions of each of the board of directors and stockholders partners of the Company authorizing the execution, delivery and performance of this Agreement by the Company Transaction Documents and the consummation of the transaction transactions contemplated herebythereby, (C) a certificate as true and complete and attaching copies of good standing as of a recent date of the Company in the State of California same; and (D) incumbency matters; and (ix) consents that all consents, approvals and other actions of, and notices and filings with, all entities and persons as may be necessary or required with respect to assignment the execution of the Assumed Contracts in form and substance satisfactory to Purchaser and its counselparties of the transactions contemplated thereby, have been obtained or made.

Closing Deliveries by the Company. At the Closing, the Company shall have delivered deliver, or caused shall cause to be delivered delivered, to PurchaserParent: (ia) possession executed copies of all each of the Purchased AssetsAncillary Agreements to which it is a party; (b) certified organizational documents and certificates of good standing (i) issued by the Secretary of State of the State of California for the Company and (ii) issued by the License Agreementstates in which the Company is qualified to do business as a foreign corporation, duly dated not more than five (5) Business Days prior to the Closing Date with a bring-down good standing certificate dated as of the Closing Date (or verbal confirmation); (c) a certificate, dated as of the Closing Date and executed by the chief executive officer of the Company, as to the fulfillment of each of the conditions set forth in Sections 8.3.1 and 8.3.2; (iiid) a Xxxx of Sale substantially in the form of Exhibit B attached hereto, conveying good and marketable title in and to all of the Purchased Assets, duly certificate executed by the Secretary of the Company, dated as of the Closing Date, certifying to the resolutions adopted by the board of directors of the Company and Shareholders relating to the Merger and the other Transactions; (ive) an Assignment and Assumption Agreement substantially in executed copies of Optionholder Consents signed by each Optionholder listed on Schedule 4.2.2 of the form of Exhibit C attached hereto (the “General Assignment”), duly executed by the Company; (v) the Registration Rights Agreement, duly executed by the Company; (vi) the Updated Company Disclosure Schedule; (viif) a certificate copies of an officer of the Company all third party and governmental consents, approval and filings required in connection with respect to the matters set forth in Section 7.1 hereof; (viii) a certificate of the Secretary of the Company, certifying as of the Closing Date (A) a true and complete copy of the Certificate of Incorporation of the Company, (B) a true and complete copy of the resolutions of each of the board of directors and stockholders of the Company authorizing the execution, delivery and performance of this Agreement by the Company and the consummation of the transaction contemplated hereby, (C) a certificate of good standing Merger and other Transactions as of a recent date of the Company in the State of California and (D) incumbency matters; andset forth on Schedule 4.4; (ixg) consents to assignment copies of the Assumed Contracts all consents, licenses, waivers, approvals and authorizations set forth on Exhibit Q, which shall have been obtained, given or made and shall be in form full force and substance satisfactory to Purchaser and its counsel.effect;

Closing Deliveries by the Company. At the Closing, the Company shall have delivered or caused to be delivered to Purchaser: (i) possession of all of the Purchased Assets; (ii) the License Agreement, duly executed by the Company; (iii) a Xxxx of Sale substantially in the form of Exhibit B attached hereto, conveying good and marketable title in and to all of the Purchased Assets, duly executed by the Company; (iv) an Assignment and Assumption Agreement substantially in the form of Exhibit C attached hereto (the “General Assignment”), duly executed by the Company; (v) the Registration Rights Agreement, duly executed by the Company; (vi) the Updated Company Disclosure Schedule; (vii) a certificate of an officer of the Company with respect to the matters set forth in Section 7.1 hereof; (viii) a certificate of the Secretary of the Company, certifying as of the Closing Date (A) a true and complete copy of the Certificate of Incorporation of the Company, (B) a true and complete copy of the resolutions of each of the board of directors and stockholders of the Company authorizing the execution, delivery and performance of this Agreement by the Company and the consummation of the transaction contemplated hereby, (C) a certificate of good standing as of a recent date of the Company in the State of California Delaware and (D) incumbency matters; and (ix) consents to assignment of the Assumed Contracts in form and substance satisfactory to Purchaser and its counsel.

Closing Deliveries by the Company. At the Closing, the Company shall have delivered deliver or caused cause to be delivered to PurchaserParent and Merger Sub: (a) certificates of the Secretary of State of the State of Delaware dated not more than five (5) Business Days prior to the Closing Date, attesting to the incorporation and good standing of the Company as a corporation in its jurisdiction of incorporation; (b) copies, certified by the Secretary of State of Delaware, of the certificate of incorporation of the Company, and all amendments thereto; (c) a certificate of the Secretary or Assistant Secretary of the Company as of the Closing Date, certifying (i) possession of all the bylaws of the Purchased Assets; Company and all amendments thereto, (ii) the License resolutions of the Board of Directors of the Company authorizing the Company’s execution, delivery and performance of this Agreement, duly executed by the consummation of the transactions contemplated herein, declaring this Agreement is advisable, fair, and in the best interests of the Company’s stockholders, and authorizing the taking of all such other corporate action as shall have been required as a condition to, or in connection with the consummation of the contemplated transactions and (iii) the incumbency of all officers of the Company executing this Agreement and any document executed and delivered in connection herewith; (iii) a Xxxx of Sale substantially in the form of Exhibit B attached hereto, conveying good and marketable title in and to all of the Purchased Assets, duly executed by the Company; (iv) an Assignment and Assumption Agreement substantially in the form of Exhibit C attached hereto (the “General Assignment”), duly executed by the Company; (v) the Registration Rights Agreement, duly executed by the Company; (vi) the Updated Company Disclosure Schedule; (viid) a certificate of an officer the president of the Company with respect certifying as to the matters set forth in Section 7.1 hereof7.1(a), (b) and (h); (viiie) a certificate from the Company meeting the requirements of Treasury Regulation Section 1.1445-2(c)(3) providing that the Company Shares would not constitute, to any extent, a United States real property interest within the meaning of Section 897(c) of the Secretary of the Company, certifying as of the Closing Date (A) a true and complete copy of the Certificate of Incorporation of the Company, (B) a true and complete copy of the resolutions of each of the board of directors and stockholders of the Company authorizing the execution, delivery and performance of this Agreement by the Company and the consummation of the transaction contemplated hereby, (C) a certificate of good standing as of a recent date of the Company in the State of California and (D) incumbency mattersCode; and (ixf) consents to assignment the Certificate of Merger duly executed by the Assumed Contracts in form and substance satisfactory to Purchaser and its counselCompany.