Common use of Closing Deliveries of the Parties Clause in Contracts

Closing Deliveries of the Parties. At or prior to the Closing: (a) Purchaser and the Seller (or the applicable member of Seller Group) shall execute and deliver the Bill of Sale and Assignment and Assumption Agreement; (b) Purchaser and the Seller shall execute and deliver the Transition Services Agreement; (c) Purchaser and the relevant Seller Group Members shall execute and deliver the Trademark Assignment Agreement; (d) Purchaser (or one or more Affiliates of Purchaser) and the Seller (or one or more of the applicable members of Seller Group) shall execute and deliver any Local Transfer Agreements required pursuant to Section 2.16; (e) Purchaser shall deliver, or cause to be delivered, to the Seller or the applicable Person each of the following: (i) a certificate, dated as of the Closing Date, executed by or on behalf of Purchaser as to the satisfaction of the conditions set forth in Section 8.3(a) and Section 8.3(b); (ii) payment of the Estimated Purchase Price minus (x) the Deposit Escrow Amount, which shall be released to Seller by the Escrow Agent pursuant to Section 2.9(c), plus (y) the QOE Adjustment Amount (which may be a negative number) by irrevocable wire transfer of immediately available funds in accordance with payment instructions delivered by Seller, to Purchaser prior to the Closing; and (iii) deposit of the Adjustment Escrow Amount into the Adjustment Escrow Account by wire transfer of immediately available funds in accordance with the Escrow Agreement, which shall be the sole source of funds to make the applicable payment (if any) to Purchaser in accordance with Section 2.11(d)(ii). (f) the Seller shall deliver, or cause to be delivered, to Purchaser each of the following: (i) a certificate, dated as of the Closing Date, executed by or on behalf of the Seller as to the satisfaction of the conditions set forth in Section 8.2(a) and Section 8.2(b); (ii) a properly completed IRS Form W-9, xxxx completed and executed; and (iii) a copy of the Sale Order as entered by the Bankruptcy Court.

Closing Deliveries of the Parties. At or prior to On the Closing:Closing Date (except as otherwise indicated): (a) Purchaser and the Seller (or the applicable member of Seller Group) shall execute and deliver the Bill of Sale and Assignment and Assumption Agreement; (b) Purchaser and the Seller shall execute and deliver the Transition Services Intellectual Property Assignment Agreement; (c) Purchaser and the relevant Seller Group Members shall execute transmit Purchaser’s FDA Transfer Letter and deliver the Trademark Assignment AgreementSeller’s FDA Transfer Letters, respectively, to the FDA and shall take any other actions reasonably necessary to effect the transfer of the Lambda IND from the Seller to Purchaser; (d) Purchaser (or one or more Affiliates of Purchaser) and the Seller (or one or more of the applicable members of Seller Group) shall execute and deliver any Local Transfer Agreements required pursuant to Section 2.16; (e) Purchaser shall deliver, or cause to be delivered, to the Seller or the applicable Person each of the following: (i) a certificate, dated as of the Closing Date, executed by or on behalf of Purchaser Xxxxxxxxx as to the satisfaction of the conditions set forth in Section 8.3(a) and Section 8.3(b);; and (ii) payment of the Estimated Purchase Price minus closing payments set forth in Section 2.9; (xe) the Deposit Escrow AmountSeller shall deliver, which shall or cause to be released to Seller by the Escrow Agent pursuant to Section 2.9(c), plus (y) the QOE Adjustment Amount (which may be a negative number) by irrevocable wire transfer of immediately available funds in accordance with payment instructions delivered by Sellerdelivered, to Purchaser prior or the applicable Person an IRS Form W-9 with respect to the ClosingSeller, duly completed and executed; and (iii) deposit of the Adjustment Escrow Amount into the Adjustment Escrow Account by wire transfer of immediately available funds in accordance with the Escrow Agreement, which shall be the sole source of funds to make the applicable payment (if any) to Purchaser in accordance with Section 2.11(d)(ii). (f) the Seller shall deliver, or cause to be delivered, to Purchaser each of the following: (i) Seller or the applicable Person a certificate, dated as of the Closing Date, executed by or on behalf of the Seller as to the satisfaction of the conditions set forth in Section 8.2(a) and Section 8.2(b);. (iig) a properly completed IRS Form W-9The “Closing” as defined in that certain Lonafarnib Asset Purchase Agreement, xxxx completed dated the date hereof, by and executed; and (iii) a copy between the Seller and Purchaser takes place on the Closing Date of the Sale Order as entered by the Bankruptcy Courtthis Agreement.

Closing Deliveries of the Parties. At or prior to the Closing: (a) Purchaser and the Seller (or the applicable member of Seller Group) shall execute and deliver the Bill of Sale and Assignment and Assumption Agreement; (b) Purchaser and the Seller shall execute and deliver the Transition Services Agreement; (c) Purchaser and the relevant Seller Group Members shall execute and deliver the Trademark Assignment Agreement; (d) Purchaser (or one or more Affiliates of Purchaser) and the Seller (or one or more of the applicable members of Seller Group) shall execute and deliver any Local Transfer Agreements required pursuant to Section 2.16; (e) Purchaser shall deliver, or cause to be delivered, to the Seller or the applicable Person each of the following: (i) to Seller and the Company, a certificate, dated as of the Closing Date, certificate executed by or on behalf a duly authorized officer of Purchaser as to the satisfaction of the conditions set forth in Section 8.3(a) and Section 8.3(b); (ii) payment to Seller and the Company, each of the Estimated Purchase Price minus (x) the Deposit Escrow Amount, which shall items required to be released to Seller delivered by the Escrow Agent Parent or Purchaser pursuant to Section 2.9(c)6.8, plus (y) the QOE Adjustment Amount (which may be a negative number) by irrevocable wire transfer of immediately available funds in accordance with payment instructions delivered by SellerSection 6.9, to Purchaser prior to the ClosingSection 6.10, and Section 6.11; and (iii) deposit to each applicable Person, payment or issuance, as applicable, of the Adjustment Escrow Amount into closing payments and issuances set forth in Section 2.5. (b) The Company shall deliver, or cause to be delivered, to Purchaser each of the Adjustment Escrow Account following: (i) a certificate executed by a duly authorized officer of the Company as to the satisfaction of the conditions with respect to the Company set forth in Section 8.2(a) and Section 8.2(b); (ii) “payoff letters” in customary form (the “Payoff Letters”) specifying the aggregate amounts of the Company’s obligations in respect of Indebtedness that will be outstanding as of the Closing and confirming that all associated Liens will be terminated upon receipt of the amounts set forth therein; (iii) from the recipients of any Transaction Expenses, an invoice or statement setting forth: (A) the amounts required to pay off in full on the Closing Date, the Transaction Expenses owing to such recipient or other payee and wire transfer information for such payment and (B) upon payment of immediately available funds in accordance with such amounts, a customary release of the Escrow AgreementCompany, which shall be and a Tax form on IRS Form W-9 or the sole source appropriate series of funds to make IRS Form W-8, as applicable; and (iv) the applicable payment (if any) to Purchaser in accordance with Employment Offer Documents required by Section 2.11(d)(ii8.2(j). (fc) the Seller shall deliver, or cause to be delivered, to Purchaser each of the following: (i) a certificatethe Purchased Interests (which delivery may be satisfied, dated as in the event that the Purchased Interests are not certificated, by evidence that the records of the Closing Date, Company have been updated to reflect Purchaser’s ownership of the Purchased Interests); (ii) a certificate executed by or on behalf a duly authorized officer of the Seller as to the satisfaction of the conditions with respect to Seller set forth in Section 8.2(a) and Section 8.2(b); (iiiii) to Parent and Purchaser, each of the items required to be delivered by Seller or the Company pursuant to Section 6.8, Section 6.9, Section 6.10, Section 6.11, Section 6.12, and Section 6.13; (iv) either (A) a properly completed IRS Form W-9W-9 of Seller or (B) Seller’s certification of non-foreign status, xxxx completed in form and executedsubstance reasonably satisfactory to Purchaser in accordance with the requirements of United States Treasury Regulations Section 1.1445-2(b)(2); and (iiiv) a copy evidence, reasonably satisfactory to Purchaser, as to the termination of the Sale Order as entered Company’s participation in any 401(k) Plan required pursuant to Section 6.21 or a certificate executed by the Bankruptcy Courta duly authorized officer of Seller that there is no such 401(k) Plan.

Closing Deliveries of the Parties. At or prior to the Closing: (a) Purchaser and the Seller (or the applicable member of Seller Group) shall execute and deliver the Bill of Sale and Assignment and Assumption Agreement; (b) Purchaser and the Seller Transition Services Provider shall execute and deliver the Transition Services Agreement; (c) Purchaser and the relevant Seller Group Members shall execute and deliver the Trademark Assignment Agreement; (d) Purchaser (or one or more Affiliates of Purchaser) and the Seller (or one or more of the applicable members of Seller Group) shall execute and deliver any Local Transfer Agreements required pursuant to Section 2.16; (e) Purchaser shall deliver, or cause to be delivered, to the Seller or the applicable Person each of the following: (i) a certificate, dated as of the Closing Date, executed by or on behalf of Purchaser as to the satisfaction of the conditions set forth in Section 8.3(a) and Section 8.3(b); (ii) payment of the Estimated Purchase Price minus (x) the Deposit Escrow Amount, which shall be released to Seller by the Escrow Agent pursuant to Section 2.9(c), plus (y) the QOE Adjustment Amount (which may be a negative number) by irrevocable wire transfer of immediately available funds in accordance with payment instructions delivered by Seller, to Purchaser prior to the Closing; and (iii) deposit of the Adjustment Escrow Amount into the Adjustment Escrow Account by wire transfer of immediately available funds in accordance with the Escrow Agreement, which shall be the sole source of funds to make the applicable payment (if any) to Purchaser in accordance with Section 2.11(d)(ii). (fe) the Seller shall deliver, or cause to be delivered, to Purchaser each of the following: (i) a certificate, dated as of the Closing Date, executed by or on behalf of the Seller as to the satisfaction of the conditions set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(b8.2(d); (ii) a properly completed IRS Form W-9, xxxx completed and executed; and (iii) a copy of the Sale Order as entered by the Bankruptcy Court.

Closing Deliveries of the Parties. At or prior to the Closing: (a) Purchaser and the Seller (or the applicable member of Seller Group) shall execute and deliver the Bill of Sale and Assignment and Assumption Agreement; (b) Purchaser and the Seller shall execute and deliver the Transition Services AgreementTSA Assignment; (c) Purchaser and the relevant Seller Group Members shall execute and deliver the Trademark Intellectual Property Assignment Agreement; (d) Purchaser (or one or more Affiliates of Purchaser) and the Seller (or one or more of the applicable members of Seller Group) shall execute and deliver any Local Transfer Agreements required pursuant to Section 2.16; (e) Purchaser shall deliver, or cause to be delivered, to the Seller or the applicable Person each of the following: (i) a certificate, dated as of the Closing Date, executed by or on behalf of Purchaser as to the satisfaction of the conditions set forth in Section 8.3(a) and Section 8.3(b); (ii) payment of the Estimated Purchase Price minus (x) the Deposit Escrow Amount, which shall be released to Seller by the Escrow Agent pursuant to Section 2.9(c), plus (y) the QOE Adjustment Amount (which may be a negative number) by irrevocable wire transfer of immediately available funds in accordance with payment instructions delivered by Seller, to Purchaser prior to the Closing; and (iii) deposit of the Adjustment Escrow Amount into the Adjustment Escrow Account by wire transfer of immediately available funds in accordance with the Escrow Agreement, which shall be the sole source of funds to make the applicable payment (if any) to Purchaser in accordance with Section 2.11(d)(ii). (fe) the Seller shall deliver, or cause to be delivered, to Purchaser each of the following: (i) a certificate, dated as of the Closing Date, executed by or on behalf of the Seller as to the satisfaction of the conditions set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(b8.2(d); (ii) a properly completed IRS Form W-9, xxxx completed and executed; and (iii) a copy of the Sale Order as entered by the Bankruptcy Court.

Closing Deliveries of the Parties. At or prior to the Closing: (a) Purchaser Purchaser, Representative and the Seller (or the applicable member of Seller Group) Escrow Agent shall execute and deliver the Bill of Sale and Assignment and Assumption Escrow Agreement; (b) Purchaser and the Seller shall execute and deliver the Transition Services Agreement; (c) Purchaser and the relevant Seller Group Members shall execute and deliver the Trademark Assignment Agreement; (d) Purchaser (or one or more Affiliates of Purchaser) and the Seller (or one or more of the applicable members of Seller Group) shall execute and deliver any Local Transfer Agreements required pursuant to Section 2.16; (e) Purchaser shall deliver, or cause to be delivered, to the Seller or the applicable Person Company each of the following: (i) a certificate, dated as of the Closing Date, certificate executed by or on behalf of Purchaser and Merger Sub as to the satisfaction of the conditions set forth in Section 8.3(aSections 9.3(a) and Section 8.3(b9.3(b); (ii) payment of the Estimated Purchase Price minus (x) the Deposit Escrow Amount, which shall be released to Seller by the Escrow Agent pursuant to Section 2.9(c)Agreement, plus (y) the QOE Adjustment Amount (which may be a negative number) duly executed by irrevocable wire transfer of immediately available funds in accordance with payment instructions delivered by Seller, to Purchaser prior to the ClosingPurchaser; and (iii) deposit evidence of the Adjustment Escrow Amount into procurement of the Adjustment Escrow Account by wire transfer of immediately available funds in accordance with the Escrow Agreement, which shall be the sole source of funds to make the applicable payment (if any) to Purchaser in accordance with Section 2.11(d)(ii)D&O Tail Insurance. (fc) the Seller Company shall deliver, deliver (or cause to be delivered, ) to Purchaser each of the following: (i) a certificate, dated as of the Closing Date, certificate executed by or on behalf of the Seller Company as to the satisfaction of the conditions set forth in Section 8.2(a) Sections 9.2(a), and Section 8.2(b9.2(c); (ii) (A) a properly completed certification, signed under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation §1.897-2(h) and (B) proof that the Company has provided notice of such certification to the IRS Form W-9in accordance with the provisions of Treasury Regulation §1.897-2(h); (iii) the Escrow Agreement, xxxx completed duly executed by the Company and executedthe Representative; (iv) a final invoice from each of Weil, Gotshal & Xxxxxx LLP, X.X. Xxxxxx Securities LLC and any other party who will be owed more than $100,000 as a result of clause (a), (b) or (e) of the definition of Seller Expenses confirming the amount required to be paid to each such Person for services rendered in connection with the transactions contemplated by this Agreement; (v) the Certificate of Merger, duly executed by the Company; (vi) evidence of the termination of the Advisory Services and Monitoring Agreement; (vii) the Payoff Letters; (viii) a certificate of good standing for the Company and BioReliance Corporation, a Delaware corporation, dated within five (5) Business Days of the Closing Date, issued by the Secretary of State of the State of Delaware; (ix) a copy, certified by the Secretary of the Company to be true, complete and correct as of the Closing Date, of resolutions of the shareholders and board of directors of the Company, authorizing and approving the transactions contemplated hereby; and (iiix) a copy of properly executed resolutions terminating The BioReliance 401(k) Plan and further documentation from the Sale Order as entered by The BioReliance 401(k) Plan administrator that the Bankruptcy CourtThe BioReliance 401(k) Plan has been duly terminated.