Common use of Closing Delivery and Payment Clause in Contracts

Closing Delivery and Payment. (a) The Closing shall take place at the offices of Xxxxxxxxxx & Xxxxx, P.A. in Minneapolis, Minnesota at 10:00 A.M., Central time, as of the date first set forth above, or at such other time and place as the parties shall mutually agree. The date on which the Closing occurs is called the “Closing Date.” The Closing shall be deemed to occur and be effective as of the close of business on the Closing Date. (b) At the Closing, Parent shall, and, as applicable, shall cause the Asset Selling Corporations to, deliver to Purchaser: (i) a xxxx of sale for the Conveyed Assets that are tangible personal property, in the form attached hereto as Exhibit A (the “Xxxx of Sale”), executed by the Asset Selling Corporations; (ii) an assignment agreement for the Conveyed Assets that are intangible personal property, in the form attached hereto as Exhibit B, which assignment shall also contain Purchaser’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), executed by the Asset Selling Corporations; (iii) assignments of Purchased IP Rights, each executed by the applicable Asset Selling Corporations in a form provided by Purchaser prior to Closing; (iv) copies of the resolutions (or local equivalent) of the board of directors (or local equivalent) of each Asset Selling Corporation authorizing and approving the transactions contemplated herein; and (v) copies of releases pursuant to UCC-3’s, as applicable, or otherwise, of all Liens held by CIT Healthcare LLC, as Collateral Agent, with respect to the Conveyed Assets. (c) At the Closing, Purchaser shall deliver to the Parent (for itself and as agent for the benefit of the Asset Selling Corporations): (i) the Purchase Price and the Royalty Payment by wire transfer in immediately available funds to one or more accounts specified in writing by Parent on or prior to the Closing Date; (ii) the Assignment and Assumption Agreement, executed by Purchaser; and (iii) copies of the resolutions of the board of directors or committee thereof of Purchaser authorizing and approving the transactions contemplated herein.

Closing Delivery and Payment. (a) The Closing Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated hereby (the “Closing”) shall take place on the date hereof (the “Closing Date”) at the offices of Xxxxxxxxxx & XxxxxDechert LLP, P.A. in Minneapolis0000 Xxxxxx xx xxx Xxxxxxxx, Minnesota at 10:00 A.M.Xxx Xxxx, Central time, as of the date first set forth above, or at such other time and place as the parties shall mutually agree. The date on which the Closing occurs is called the “Closing Date.” The Closing shall be deemed to occur and be effective as of the close of business on the Closing DateXxx Xxxx 00000. (b) At the Closing, Parent the Buyer shall, and, as applicable, shall cause the Asset Selling Corporations to, deliver to Purchaser: (i) initiate a xxxx wire transfer of sale immediately available funds for the Conveyed Assets that are tangible personal propertyPurchase Price and the Escrow Funds; (ii) execute and deliver, or cause an Affiliate to execute and deliver, to the Company: (1) a Xxxx of Sale in the form attached hereto as Exhibit A (the “Xxxx of Sale”), executed by the Asset Selling Corporations; (ii2) an assignment agreement for the Conveyed Assets that are intangible personal property, a Patent Assignment in the form attached hereto as Exhibit B, which assignment shall also contain Purchaser’s undertaking and assumption of the Assumed Liabilities B (the “Patent Assignment”); (3) a Trademark Assignment in the form attached hereto as Exhibit C (the “Trademark Assignment”); (4) a Transition Agreement in the form attached hereto as Exhibit D (the “Transition Agreement”); (5) an Assignment and Assumption Agreement”), executed by Agreement in the Asset Selling Corporationsform attached hereto as Exhibit E; (iii6) assignments of Purchased IP Rights, each executed by the applicable Asset Selling Corporations in a form provided by Purchaser prior to Closing; (iv) copies of the resolutions (or local equivalent) of the board of directors (or local equivalent) of each Asset Selling Corporation authorizing and approving the transactions contemplated hereinan Escrow Agreement; and (v7) copies of releases pursuant to UCC-3’s, as applicable, or otherwise, of all Liens held by CIT Healthcare LLC, as Collateral Agent, with respect letters from the Buyer to the Conveyed AssetsFDA assuming responsibility for the applicable Transferred Regulatory Authorization issued by the FDA, in the forms attached hereto as Exhibit F (the “Buyer NDA Letters”). (c) At the Closing, Purchaser shall deliver to the Parent (for itself and as agent for the benefit of the Asset Selling Corporations):Company shall: (i) the Purchase Price execute and the Royalty Payment by wire transfer in immediately available funds to one or more accounts specified in writing by Parent on or prior deliver to the Closing DateBuyer: (1) the Xxxx of Sale; (ii2) the Patent Assignment; (3) the Trademark Assignment; (4) the Transition Agreement; (5) the Assignment and Assumption Agreement; (6) the Escrow Agreement; (7) letters from the Company to the FDA transferring to the Buyer the rights to the applicable Transferred Regulatory Authorization issued by the FDA, executed by Purchaserin the forms attached hereto as Exhibit G (the “Company NDA Letters”); and (iii8) such other instruments of transfer, conveyance and assignment as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of all right, title and interest in and to the Transferred Assets (the “Additional Transfer Documents” and, together with the Xxxx of Sale, the Patent Assignment, the Trademark Assignment, the Company NDA Letters, the Buyer NDA Letters, the Transition Agreement, and the Escrow Agreement, the “Ancillary Agreements”); and (ii) deliver to the Buyer (1) all of the Transferred Assets of a tangible nature and (2) copies of the resolutions of the board of directors or committee thereof of Purchaser authorizing and approving the transactions contemplated hereinRequired Consents.

Closing Delivery and Payment. (a) The Closing shall take place at the offices of Xxxxxxxxxx Fxxxxxxxxx & XxxxxBxxxx, P.A. in Minneapolis, Minnesota at 10:00 A.M., Central time, as on the later of January 1, 2011 or the third (3rd) Business Day following the satisfaction or waiver of the date first set forth aboveconditions precedent specified in Article 6, or at such other time times and place places as the parties shall hereto may mutually agree. The date on which the Closing occurs is called the “Closing Date.” shall be January 1, 2011. The Closing shall be deemed to occur and be effective as of the close of business 12:01 a.m. on the Closing Date. (b) At the Closing, Parent shall, and, as applicable, Seller shall cause the Asset Selling Corporations to, deliver to Purchaser: (i) a xxxx bxxx of sale for the Conveyed Assets that are tangible personal property, in the form attached hereto as Exhibit A (the “Xxxx Bxxx of Sale”), executed by the Asset Selling CorporationsSeller; (ii) an assignment agreement for the Conveyed Assets that are intangible personal property, in the form attached hereto as Exhibit B, which assignment shall also contain Purchaser’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), executed by the Asset Selling CorporationsSeller; (iii) assignments of Purchased IP Rightsthe Secretary’s Certificate, each executed in the form attached hereto as Exhibit C, dated the Closing Date and signed by the applicable Asset Selling Corporations in a form provided by Purchaser prior to ClosingSecretary or an Assistant Secretary of Seller; (iv) the Officer’s Certificate, in the form attached hereto as Exhibit D, dated the Closing Date and signed by a duly authorized officer of Seller; (v) the Covenant-Not-To-Compete Agreements, in the form attached hereto as Exhibit G, executed by Seller and each Key Employee; (vi) the Purchaser Lease Agreement, as attached hereto as Exhibit H, executed by Seller; (vii) the Seller Sublease Agreement, as attached hereto as Exhibit I, executed by Seller; (viii) the Manufacturing Agreement, as attached hereto as Exhibit J, executed By Seller; (ix) copies of the resolutions (or local equivalent) of the board Board of directors (or local equivalent) Directors of each Asset Selling Corporation Seller authorizing and approving the transactions contemplated herein; (x) a certification of Seller that the Seller’s shareholders have authorized and approved the transactions contemplated herein; and (vxi) copies such other instruments and documents that may be reasonably requested or required by Purchaser to consummate the transfer of releases the Conveyed Assets and assignment and assumption of the Assumed Liabilities pursuant to UCC-3’s, as applicable, or otherwise, of all Liens held by CIT Healthcare LLC, as Collateral Agent, with respect to the Conveyed Assetsthis Agreement. (c) At the Closing, Purchaser shall deliver to the Parent (for itself and as agent for the benefit of the Asset Selling Corporations):Seller: (i) i. the Purchase Price and the Royalty Payment by wire transfer in immediately available funds to one or more accounts specified in writing by Parent Seller on or prior to the Closing Date; (ii. the certificate referred to in Section 6.3(a) hereof; (iii. the Assignment and Assumption Agreement, as attached hereto as Exhibit B executed by Purchaser; and; (iiiiv. the Secretary’s Certificate, in the form attached hereto as Exhibit E, dated the Closing Date and signed by the Secretary or an Assistant Secretary of Purchaser; (v.) copies the Officer’s Certificate, in the form attached hereto as Exhibit F, dated the Closing Date and signed by a duly authorized officer of Purchaser; (vi.) the resolutions of the board of directors or committee thereof of Purchaser authorizing and approving the transactions contemplated herein.Lease Agreement, as attached hereto as Exhibit H, executed by Seller;

Closing Delivery and Payment. The closing of the sale and purchase of the Securities under this Agreement (athe “Closing”) The Closing shall will take place at simultaneously with the offices execution of Xxxxxxxxxx & Xxxxx, P.A. in Minneapolis, Minnesota at 10:00 A.M., Central time, as of the date first set forth above, this Agreement or at such other time and place as the parties shall mutually may otherwise agree. The date on which Closing shall occur by means of the Closing occurs is called the “Closing Date.” The Closing exchange by email of signed .pdf documents, but shall be deemed for all purposes to occur and be effective as have occurred at the offices of the close of business on the Closing Date. (b) Hxxxxx Black Axxxxxxx Axxxxxxx PLLC in Lehi, Utah. At the Closing, Parent shall, and, as applicable, shall cause the Asset Selling Corporations to, deliver to Purchaser: (i) a xxxx of sale Purchaser will pay the entire Purchase Price for the Conveyed Assets that are tangible personal propertySecurities by wire transfer of immediately available funds to such account as may be designated by the Company. Upon Purchaser’s payment of the Purchase Price, the Company will deliver the Shares within three (3) days of the Closing. Upon execution of this Agreement, the Company will cause to be executed and delivered to the Purchaser: (a) the Warrant; (b) an Irrevocable Letter of Instructions to Transfer Agent substantially in the form attached hereto as Exhibit A B (the “Xxxx of SaleTA Letter”), ) executed by the Asset Selling Corporations; Company and the Company’s transfer agent (iithe “Transfer Agent”); (c) an assignment agreement for the Conveyed Assets that are intangible personal property, a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit B, which assignment shall also contain Purchaser’s undertaking and assumption of the Assumed Liabilities C (the “Assignment Secretary’s Certificate”) evidencing the Company’s approval of this Agreement and Assumption the other Transaction Documents (as defined below); (d) the Officer’s Certificate (as defined below); and (e) a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D (the “Share Issuance Resolution”, and together with this Agreement, the Warrant, the TA Letter, the Officer’s Certificate, and the Secretary’s Certificate, the “Transaction Documents”), executed by the Asset Selling Corporations; (iii) assignments of Purchased IP Rights, each executed by the applicable Asset Selling Corporations in a form provided by Purchaser prior to Closing; (iv) copies of the resolutions (or local equivalent) of the board of directors (or local equivalent) of each Asset Selling Corporation authorizing and approving the transactions contemplated herein; and (v) copies of releases pursuant to UCC-3’s, as applicable, or otherwise, of all Liens held by CIT Healthcare LLC, as Collateral Agent, with respect to the Conveyed Assets. (c) At the Closing, Purchaser shall deliver to the Parent (for itself and as agent for the benefit of the Asset Selling Corporations): (i) the Purchase Price and the Royalty Payment by wire transfer in immediately available funds to one or more accounts specified in writing by Parent on or prior to the Closing Date; (ii) the Assignment and Assumption Agreement, executed by Purchaser; and (iii) copies of the resolutions of the board of directors or committee thereof of Purchaser authorizing and approving the transactions contemplated herein.

Closing Delivery and Payment. (a) The Closing shall take place at the offices of Xxxxxxxxxx & Xxxxx, P.A. in Minneapolis, Minnesota at 10:00 A.M., Central time, as of on the date first set forth aboveof this Agreement, or at such other time times and place places as the parties shall hereto may mutually agree. The date on which the Closing occurs is called the “"Closing Date.” The Closing shall be deemed to occur and be effective as of the close of business 12:01 a.m., central standard time, on the Closing Date. (b) At the Closing, Parent shall, and, as applicable, shall cause the Asset Selling Corporations to, deliver to Purchaser: (i) a xxxx of sale for the Conveyed Assets that are tangible personal property, in the form attached hereto as Exhibit A (the “Xxxx of Sale”), executed by the Asset Selling Corporations; (ii) property and an assignment agreement for the Conveyed Assets that are intangible personal property, in the form attached hereto as Exhibit B, which assignment shall also contain Purchaser’s undertaking and assumption of the Assumed Liabilities A (the “Assignment Xxxx of Sale and Assumption AgreementAssumption”), executed by the Asset Selling Corporations; (iiiii) assignments of Purchased IP RightsRights for filing with the United States Patent and Trademark Office, each executed by the applicable Asset Selling Corporations Corporations; (iii) a transition agreement with respect to the Conveyed Assets in a substantially the form provided set forth as Exhibit B (the “Transition Agreement”), executed by Purchaser prior to Closingthe applicable Asset Selling Corporations; (iv) copies of the resolutions (or local equivalent) of the board of directors (or local equivalent) of each Asset Selling Corporation and the Parent authorizing and approving the transactions contemplated herein; and; (v) copies of releases pursuant to UCC-3’s, as applicable, or otherwise, of all Liens held by CIT Healthcare LLC, as Collateral Agent, with respect to the Conveyed Assets; and (vi) a License Agreement in substantially the form set forth as Exhibit C (the “License Agreement”), executed by Parent. (c) At the Closing, Purchaser shall deliver to the Parent (for itself and as agent for the benefit of the Asset Selling Corporations): (i) the Purchase Price and the Royalty Payment by wire transfer in immediately available funds to one or more accounts specified in writing by Parent on or at least three Business Days prior to the Closing Date; (ii) the Assignment Xxxx of Sale and Assumption Agreement, executed by Purchaser; (iii) the Transition Agreement, executed by Purchaser; (iv) the License Agreement executed by Purchaser; and (iiiv) copies of the resolutions of the board of directors or committee thereof of Purchaser authorizing and approving the transactions contemplated herein.

Closing Delivery and Payment. The closing of the sale and purchase of the Securities under this Agreement (athe “Closing”) The Closing shall will take place at simultaneously with the offices execution of Xxxxxxxxxx & Xxxxx, P.A. in Minneapolis, Minnesota at 10:00 A.M., Central time, as of the date first set forth above, this Agreement or at such other time and place as the parties shall mutually may otherwise agree. The date Closing shall occur by means of the exchange by email of signed .pdf documents, but shall be deemed for all purposes to have occurred at the offices of Hxxxxx Black Axxxxxxx Axxxxxxx PLLC in Lehi, Utah. At the Closing, the Purchaser will pay the entire Purchase Price for the Securities by wire transfer of immediately available funds to such account as may be designated by the Company; provided, however, that the Company may designate that all or a portion of the Purchase Price shall be paid to the Company in one or more tranches (each, a “Tranche”) at and/or following the Closing, in which event the Purchaser agrees to deliver the Purchase Price in separate Tranches as and when requested by the Company. In the event the Purchase Price is paid in Tranches, the Company and the Purchaser agree to allocate the Shares pro rata to each Tranche, such that each time the Purchaser delivers a Tranche of the Purchase Price to the Company, the Purchase Price for the number of Shares allocated to such Tranche (based on which the Closing occurs Purchase Price per Share the Purchaser is called paying hereunder) will be deemed to have been paid in full when such Tranche is paid; provided, however, that the “Closing Date.” The Closing Company acknowledges and agrees that the Warrant shall be deemed to occur and be effective as have been paid in full upon the Purchaser’s delivery of the close initial Tranche of business on the Closing Date. Purchase Price to the Company. Upon Purchaser’s payment of each Tranche of the Purchase Price, the Company will deliver the applicable Shares within three (3) days of the Closing. Upon execution of this Agreement, the Company will cause to be executed and delivered to the Purchaser: (a) the Warrant; (b) At the Closing, Parent shall, and, as applicable, shall cause the Asset Selling Corporations to, deliver an Irrevocable Letter of Instructions to Purchaser: (i) a xxxx of sale for the Conveyed Assets that are tangible personal property, Transfer Agent substantially in the form attached hereto as Exhibit A B (the “Xxxx of SaleTA Letter”), ) executed by the Asset Selling Corporations; Company and the Company’s transfer agent (iithe “Transfer Agent”); (c) an assignment agreement for the Conveyed Assets that are intangible personal property, a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit B, which assignment shall also contain Purchaser’s undertaking and assumption of the Assumed Liabilities C (the “Assignment Secretary’s Certificate”) evidencing the Company’s approval of this Agreement and Assumption the other Transaction Documents (as defined below); (d) the Officer’s Certificate (as defined below); and (e) a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D (the “Share Issuance Resolution”, and together with this Agreement, the Warrant, the TA Letter, the Officer’s Certificate, and the Secretary’s Certificate, the “Transaction Documents”), executed by the Asset Selling Corporations; (iii) assignments of Purchased IP Rights, each executed by the applicable Asset Selling Corporations in a form provided by Purchaser prior to Closing; (iv) copies of the resolutions (or local equivalent) of the board of directors (or local equivalent) of each Asset Selling Corporation authorizing and approving the transactions contemplated herein; and (v) copies of releases pursuant to UCC-3’s, as applicable, or otherwise, of all Liens held by CIT Healthcare LLC, as Collateral Agent, with respect to the Conveyed Assets. (c) At the Closing, Purchaser shall deliver to the Parent (for itself and as agent for the benefit of the Asset Selling Corporations): (i) the Purchase Price and the Royalty Payment by wire transfer in immediately available funds to one or more accounts specified in writing by Parent on or prior to the Closing Date; (ii) the Assignment and Assumption Agreement, executed by Purchaser; and (iii) copies of the resolutions of the board of directors or committee thereof of Purchaser authorizing and approving the transactions contemplated herein.

Closing Delivery and Payment. (a) The Closing closing of the Initial Sale and Subsequent Sale (collectively, the "Closing") shall take place at the offices of Xxxxxxxxxx Sullxxxx & XxxxxXromxxxx, P.A. in Minneapolis005 Xxxxx Xxxxxx, Minnesota at Xxx Xxxx, Xxx Xxxx 00000 xx 10:00 A.M.A.M. (local time), Central timeon November 15, as of the date first set forth above1996, or at such other time and place as the parties shall hereto may mutually agree. The Subsequent Sale shall occur immediately following the consummation of the Initial Sale and the distribution of the proceeds of the Initial Sale. The date on which the Closing occurs is called the “"Closing Date.” The Closing ," and the closing of the Initial Sale shall be deemed to occur effective at 11:58 P.M. (local time) on the Closing Date and be effective as the closing of the close of business Subsequent Sale shall be deemed effective at 11:59 P.M. (local time) on the Closing Date. Seller agrees and represents that the tax bases and book values of PSC's assets and liabilities as of immediately prior to the Closing shall be substantially as set forth on Schedule 2.2(a) hereto. (b) At On the Closing Date, Seller shall deliver (or cause to be delivered) to Buyer certificates representing the PSC Shares and the Pearle Shares duly endorsed and in form for transfer to Buyer, and Buyer shall pay to Seller the Purchase Price (minus any adjustment made pursuant to Section 2.3) for the PSC Shares and the Pearle Shares in immediately available funds to an account or accounts designated by Seller not less than two Business Days prior to the Closing, Parent shall, and, as applicable, shall cause the Asset Selling Corporations to, deliver to Purchaser: (i) a xxxx of sale for the Conveyed Assets that are tangible personal property, in the form attached hereto as Exhibit A (the “Xxxx of Sale”), executed by the Asset Selling Corporations; (ii) an assignment agreement for the Conveyed Assets that are intangible personal property, in the form attached hereto as Exhibit B, which assignment shall also contain Purchaser’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), executed by the Asset Selling Corporations; (iii) assignments of Purchased IP Rights, each executed by the applicable Asset Selling Corporations in a form provided by Purchaser prior to Closing; (iv) copies of the resolutions (or local equivalent) of the board of directors (or local equivalent) of each Asset Selling Corporation authorizing and approving the transactions contemplated herein; and (v) copies of releases pursuant to UCC-3’s, as applicable, or otherwise, of all Liens held by CIT Healthcare LLC, as Collateral Agent, with respect to the Conveyed Assets. (c) At the Closing, Purchaser shall deliver to the Parent (for itself and as agent for the benefit of the Asset Selling Corporations): (i) the Purchase Price and the Royalty Payment by wire transfer in immediately available funds to one or more accounts specified in writing by Parent on or prior to On the Closing Date; (ii) , all intercompany accounts between Pearle or the Assignment Subsidiaries, on the one hand, and Assumption AgreementSeller or its Continuing Affiliates, executed on the other hand, shall be cancelled, and the respective amounts shall be recorded as contributions to capital or by Purchaser; and (iii) copies way of distribution in kind, as the resolutions of the board of directors or committee thereof of Purchaser authorizing and approving the transactions contemplated hereincase may be.

Closing Delivery and Payment. (a) The Closing Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated hereby (the “Closing”) shall take place at the offices of Xxxxxxxxxx & Xxxxx12:30 p.m., P.A. in Minneapolis, Minnesota at 10:00 A.M., Central Pacific time, as of on the date first set forth above, or at such other time and place as the parties shall mutually agree. The date on which the Closing occurs is called of this Agreement (the “Closing Date.”) at the offices of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, unless another date, place or time is agreed to in writing by the Buyer and the Seller. For purposes of this Agreement, a “Business Day” The Closing shall be deemed any day other than (i) a Saturday or Sunday or (ii) a day on which banking institutions located in New York, New York are permitted or required by Law, executive order or governmental decree to occur and be effective as of the close of business on the Closing Dateremain closed. (b) At the Closing, Parent shall, and: (i) the Buyer shall pay the Closing Date Purchase Price and the Inventory Purchase Price by wire transfer of immediately available funds to such account or accounts as the Seller and the Escrow Agent, as applicable, shall cause designate in writing to the Asset Selling Corporations to, deliver to Purchaser:Buyer; (iii) the Seller shall execute and deliver a xxxx Xxxx of sale for the Conveyed Assets that are tangible personal property, Sale in substantially the form attached hereto as Exhibit A B (the “Xxxx of Sale”), executed by the Asset Selling Corporations; (iiiii) an assignment agreement the Seller shall execute and deliver a Patent and Trademark License Assignment in substantially the form attached hereto as Exhibit C (the “Patent License Assignment”); (iv) the Seller shall execute and deliver a Trademark Assignment in substantially the form attached hereto as Exhibit D (the “Trademark Assignment”); (v) the Seller shall execute and deliver to the Buyer a letter from the Seller to the FDA transferring to the Buyer the rights to the applicable Transferred Permits issued by the FDA, in substantially the form attached hereto as Exhibit E (the “Seller FDA Letter”); (vi) the Buyer shall execute and deliver to the Seller a letter from the Buyer to the FDA assuming responsibility for post-Closing obligations for the Conveyed applicable Transferred Permits issued by the FDA, in substantially the form attached hereto as Exhibit F (the “Buyer FDA Letter”); (vii) the Seller and the Buyer shall execute and deliver such other instruments of transfer, conveyance and assignment as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of all right, title and interest in and to the Acquired Assets (the “Additional Transfer Documents”); (viii) the Buyer shall execute and deliver to the Seller an Assumption Agreement in substantially the form attached hereto as Exhibit G (the “Assumption Agreement”); (ix) the Seller shall execute and deliver to the Buyer a certification pursuant to U.S. Treasury regulation § 1.1445-2(b)(2), in a form reasonably acceptable to the Buyer, that are intangible personal propertythe Seller is not a “foreign person” for U.S. federal income tax purposes; (x) the Buyer and the Seller shall execute and deliver such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities (the “Additional Assumption Documents” and, together with the Xxxx of Sale, the Patent License Assignment, the Trademark Assignment, the Seller FDA Letter, the Buyer FDA Letter, the Additional Transfer Documents, the Assumption Agreement and the Additional Assumption Documents, the “Ancillary Documents”); (xi) the Seller shall deliver or make available to the Buyer, each to the extent existing in physical or electronic form and in the possession of the Seller, the Marketing Assets, the Books and Records and the Transferred Other IP; (xii) the Seller shall deliver or make available to the Buyer, or otherwise put the Buyer in possession and control of, all of the other Acquired Assets of a tangible nature owned by the Seller, it being understood that physical delivery of the Product Inventory shall be made by the Seller and costs thereof shall be borne by the Seller; (xiii) the Seller shall deliver to the Buyer a legal opinion of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP dated as of the Closing Date and addressed to the Buyer in the form attached hereto as Exhibit B, which assignment shall also contain Purchaser’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), executed by the Asset Selling CorporationsH; (iiixiv) assignments the Buyer shall deliver to the Seller a legal opinion of Purchased IP Rights, each executed by the applicable Asset Selling Corporations in a form provided by Purchaser prior to Closing; (iv) copies Xxxxx Xxxxx L.L.P. dated as of the resolutions (or local equivalent) of Closing Date and addressed to the board of directors (or local equivalent) of each Asset Selling Corporation authorizing and approving Seller in the transactions contemplated hereinform attached hereto as Exhibit I; and (vxv) copies of releases pursuant the Seller shall deliver to UCC-3’sthe Buyer such documentation as may be reasonably requested by the Buyer evidencing the receipt or satisfaction, as applicable, of each consent, approval, notification, disclosure, filing and registration set forth or otherwiserequired to be set forth on Schedule 2.2(a), of all Liens held by CIT Healthcare LLCSchedule 2.2(b), as Collateral Agent, with respect to the Conveyed AssetsSchedule 2.2(c) and Schedule 2.5(c). (c) At the Closing, Purchaser shall deliver to the Parent (for itself and as agent for the benefit of the Asset Selling Corporations): (i) the Purchase Price and the Royalty Payment by wire transfer in immediately available funds to one or more accounts specified in writing by Parent on or prior to the Closing Date; (ii) the Assignment and Assumption Agreement, executed by Purchaser; and (iii) copies of the resolutions of the board of directors or committee thereof of Purchaser authorizing and approving the transactions contemplated herein.