Deliveries of LTC Sample Clauses

Deliveries of LTC. At the Closing, LTC will deliver to PLL: (i) certificate of the Chief Executive Officer of LTC confirming LTC's compliance with the condition set forth in Section 8.1.1; (ii) certificate of LTC's Secretary or Assistant Secretary certifying as to LTC's certificate of incorporation, bylaws or other comparable documents and to the due adoption of resolutions adopted by its Board of Directors authorizing the execution of this Agreement, the Interim Agreements and each Ancillary Closing Agreements to which it will be a party at Closing and the taking of any and all actions deemed necessary or advisable to consummate the transactions contemplated herein and therein; (iii) the opinion of Gallxxxxx, Xxioxx & Xutlxx, xxunsel to LTC, dated the Closing Date, relating to corporate fundamentals as customary for transactions of the type described herein; (iv) evidence or copies of any consents, approvals, orders, qualifications or waivers required by any third party or Governmental Authority to consummate the transactions contemplated by this Agreement; (v) each Ancillary Closing Agreements required to be duly executed and delivered by parties other than PLL or its Affiliates; (vi) if PLL deems it necessary, evidence of Transfer of all Intellectual Property Rights to an entity formed in the Netherland Antilles or any similar jurisdiction, for tax purposes; (vii) evidence of approval by the shareholders of LTC of the Merger and this Agreement; (viii) a non-foreign person affidavit as required by Section 1445 of the Code; (ix) evidence of transfer of all Environmental Permits or applications thereof listed on Schedule 6.14