Common use of Deliveries of Seller Clause in Contracts

Deliveries of Seller. At the Closing, Seller shall deliver to Masimo each of the following: (a) all consents, permits, authorizations, exemptions and approvals listed in Schedule 7.1(a); (b) an executed Xxxx of Sale; (c) an executed General Assignment and Assumption Agreement; (d) an executed Assignment of Patents; (e) an executed Assignment of Trademark; (f) an Executive Employment Agreement, executed by Xxxxxx Xxxxx; (g) Employment Offer Letters, executed by the employees listed on Schedule 7.1(g) (the “Employment Letter”); (h) a Noncompetition Agreement, executed by Xxxxxx Xxxxxx (the “Noncompetition Agreement”); (i) a written opinion from Fasken Xxxxxxxxx XxXxxxxx LLP, dated the Closing Date and addressed to Masimo; (j) a release executed by each employee listed on Schedule 4.24 with respect to termination of his or her employment with Seller; (k) a certificate signed by Seller’s Chief Executive Officer dated the Closing Date, providing as attachments: (i) copies of resolutions approved by the board of directors of Seller, certifying that the resolutions as attached to such certificate were duly adopted by the board of directors of Seller and that such resolutions remain in full force and effect,(ii) a true, correct and complete copy of the certificate of incorporation, and all amendments thereto, of Seller, which is in full force and effect as of the Closing Date, (iii) a true, correct and complete copy of the bylaws of Seller which are in full force and effect as of the Closing Date, and (iv) a true and correct copy of good standing certificate for Seller issued by the Enterprise Registrar of the Province of Québec. The resolutions of the board of directors shall authorize and approve the execution by Seller of this Agreement and other documents related to this transaction, approve the consummation by Seller of the transactions contemplated by such agreements and documents, adopt a bylaw providing for a change of Seller’s corporate name to a name which does not contain the words “Andromed”, “Androflo”, “Androgram” or “Andro”, and state that the board of directors has reviewed the representations and warranties of Seller in Section 4 of this Agreement and that to the best of the board of directors’ knowledge, such representations and warranties are true and correct in all material respects as of the date hereof and as of the Closing Date. (l) evidence of marketing approval from the United States Federal Drug Administration for Androflo; (m) a transferable, fully paid, exclusive, worldwide license with respect to the Androflo and Androgram patents attached to Schedule 1(a) hereto; (n) a landlord estoppel certificate and assignment agreement with respect to the Real Property Leases; (o) a letter from the SAGE Group, Inc. (“SAGE”) releasing Masimo from any obligation or liability with respect to any fees, commissions, expenses or other rights SAGE may be entitled to as a result of the Closing; (p) a written notice delivered prior to the Closing Date to each employee of Seller indicating the treatment of outstanding stock options held by such employee; (q) evidence of termination and release of Liens related to the Assets, including without limitation, the liens held by the Bank of Montreal; (r) an letter from Xxxxxxxx Gage Xxxxx regarding certain intellectual property matters of Seller; (s) a form of press release to be issued after the Closing by Seller regarding the sale of the Assets to Masimo; (t) evidence that Seller has sent notices of termination with respect to each distribution agreement to which it is a party; (u) a side letter executed by Theratechnologies in a form acceptable to Masimo; (v) a consent to garnishment executed by the appropriate employee of Seller; (w) an executed Notice of Assignment of USFDA approvals; and (x) the Disclosure Letter referred to in Section 10.7.

Deliveries of Seller. At the Closing, Seller shall will deliver or cause to Masimo each be delivered to Purchaser the following (collectively, the “Seller Deliverables”): (i) a duly executed counterpart of the following: (a) all consents, permits, authorizations, exemptions and approvals listed in Schedule 7.1(a)License Agreement; (bii) an a duly executed counterpart of the Assumption Agreement; (iii) a duly executed counterpart of Xxxx of Sale; (c) an executed General Assignment and Assumption Agreement; (d) an executed Assignment of Patents; (e) an executed Assignment of Trademark; (f) an Executive Employment Agreement, executed by Xxxxxx Xxxxx; (g) Employment Offer Letters, executed by the employees listed on Schedule 7.1(g) (the “Employment Letter”); (h) a Noncompetition Agreement, executed by Xxxxxx Xxxxxx (the “Noncompetition Agreement”); (i) a written opinion from Fasken Xxxxxxxxx XxXxxxxx LLP, dated the Closing Date and addressed to Masimo; (j) a release executed by each employee listed on Schedule 4.24 with respect to termination of his or her employment with Seller; (k) a certificate signed by Seller’s Chief Executive Officer dated the Closing Date, providing as attachments: (i) copies of resolutions approved by the board of directors of Seller, certifying that the resolutions as attached to such certificate were duly adopted by the board of directors of Seller and that such resolutions remain in full force and effect,(ii) a true, correct and complete copy of the certificate of incorporation, and all amendments thereto, of Seller, which is in full force and effect as of the Closing Date, (iii) a true, correct and complete copy of the bylaws of Seller which are in full force and effect as of the Closing Date, and (iv) a true and correct copy of good standing certificate for Seller issued by the Enterprise Registrar duly executed counterpart of the Province of Québec. The resolutions of the board of directors shall authorize and approve the execution by Seller of this Agreement and other documents related to this transaction, approve the consummation by Seller of the transactions contemplated by such agreements and documents, adopt a bylaw providing for a change of Seller’s corporate name to a name which does not contain the words “Andromed”, “Androflo”, “Androgram” or “Andro”, and state that the board of directors has reviewed the representations and warranties of Seller in Section 4 of this Agreement and that to the best of the board of directors’ knowledge, such representations and warranties are true and correct in all material respects as of the date hereof and as of the Closing Date. (l) evidence of marketing approval from the United States Federal Drug Administration for Androflo; (m) a transferable, fully paid, exclusive, worldwide license with respect to the Androflo and Androgram patents attached to Schedule 1(a) hereto; (n) a landlord estoppel certificate and assignment agreement with respect to the Real Property Leases; (o) a letter from the SAGE Group, Inc. (“SAGE”) releasing Masimo from any obligation or liability with respect to any fees, commissions, expenses or other rights SAGE may be entitled to as a result of the Closing; (p) a written notice delivered prior to the Closing Date to each employee of Seller indicating the treatment of outstanding stock options held by such employee; (q) evidence of termination and release of Liens related to the Assets, including without limitation, the liens held by the Bank of Montreal; (r) an letter from Xxxxxxxx Gage Xxxxx regarding certain intellectual property matters of Seller; (s) a form of press release to be issued after the Closing by Seller regarding the sale of the Assets to Masimo; (t) evidence that Seller has sent notices of termination with respect to each distribution agreement to which it is a party; (u) a side letter executed by Theratechnologies in a form acceptable to MasimoGeneral Assignment; (v) a consent to garnishment duly executed by counterpart of the appropriate employee of SellerIntellectual Property Assignment; (wvi) a duly executed counterpart of the Transition Services Agreement; (vii) a legal opinion from counsel to the Seller in the form attached hereto as Exhibit H; (viii) the third party consents listed on Schedule 4.2(a)(viii) hereof; (ix) a certificate of good standing of the Delaware Secretary of State as to Seller, which will be dated not more than ten (10) days prior to the Closing Date; (x) a certificate of an executed Notice officer of Assignment Seller certifying that its Organizational Documents, as certified and as delivered at the Closing, have not been amended or rescinded since the date of USFDA approvalssuch certification and remain in full force and effect at the Closing Date; (xi) subject to Section 4.5, evidence that all Non-Transferred Contracts set forth on Schedule 4.2(a)(xi) hereof have been terminated (“Terminated Contracts”); (xii) subject to Section 4.6, evidence that all Non-Transferred Contracts set forth on Schedule 4.2(a)(xii) hereof have been modified in the manner described in Section 6.3 below (“Modified Contracts”); (xiii) evidence that all Liens set forth on Schedule 4.2(a)(xiii) hereof have been terminated; (xiv) evidence that all current employees (other than administrative employees) have entered into a valid and binding Contract with Seller sufficient to vest title in Seller of all Transferred Intellectual Property created by such employees in the scope of their employment with Seller in the form attached hereto as Schedule 4.2(a)(xiv); and (xxv) such other duly executed documents, instruments and certificates as may be reasonably required to be delivered by Seller pursuant to the Disclosure Letter referred to in Section 10.7terms of this Agreement.

Deliveries of Seller. At or prior to the Closing, Seller shall -------------------- deliver to Masimo each of Purchaser the following, all of which shall be in a form satisfactory to counsel to Purchaser and PRG: (a) a copy of the resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement and all consents, permits, authorizations, exemptions related documents and approvals listed in Schedule 7.1(a)agreements certified by the Secretary of Seller as being true and correct copies of the original thereof; (b) an executed Xxxx a xxxx of Salesale conveying the Assets to Purchaser; (c) an executed General Assignment assignment of each contract, agreement and Assumption Agreementlease being assigned to and assumed by Purchaser; (d) an executed Assignment of Patents; (e) an executed Assignment of Trademark; (f) an Executive Employment Agreement, executed by Xxxxxx Xxxxx; (g) Employment Offer Letters, executed by the employees listed on Schedule 7.1(g) (the “Employment Letter”); (h) a Noncompetition Agreement, executed by Xxxxxx Xxxxxx (the “Noncompetition Agreement”); (i) a written opinion from Fasken Xxxxxxxxx XxXxxxxx LLP, dated the Closing Date and addressed to Masimo; (j) a release executed by each employee listed on Schedule 4.24 with respect to termination of his or her employment with Seller; (k) a certificate signed by Seller’s Chief Executive Officer dated of the Closing Date, providing as attachments: (i) copies of resolutions approved by the board of directors President of Seller, certifying that the resolutions as attached to such certificate were duly adopted by the board of directors of Seller and that such resolutions remain in full force and effect,(ii) a true, correct and complete copy of the certificate of incorporation, and all amendments thereto, of Seller, which is in full force and effect dated as of the Closing Date, (iiii) a true, correct as to the truth and complete copy correctness of the bylaws of Seller which are in full force and effect as of the Closing Date, and (iv) a true and correct copy of good standing certificate for Seller issued by the Enterprise Registrar of the Province of Québec. The resolutions of the board of directors shall authorize and approve the execution by Seller of this Agreement and other documents related to this transaction, approve the consummation by Seller of the transactions contemplated by such agreements and documents, adopt a bylaw providing for a change of Seller’s corporate name to a name which does not contain the words “Andromed”, “Androflo”, “Androgram” or “Andro”, and state that the board of directors has reviewed the representations and warranties of Seller in Section 4 of this Agreement and that contained herein; (ii) as to the best performance of and compliance by Seller with all covenants contained herein; and (iii) certifying that all conditions precedent of Seller to the Closing have been satisfied; (e) a certificate of the board Secretary of directors’ knowledgeSeller certifying as to the incumbency of the directors and officers of Seller and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of Seller; (f) a certificate, such representations and warranties are true and correct in all material respects as dated within 20 days of the date hereof of this Agreement, of the Secretary of the State of Delaware establishing that Seller is in existence and as is in good standing to transact business in the state of incorporation together with a bring-down telegram related to such certificate dated within three (3) days prior to the Closing Date.; (g) certificates dated within 20 days of the date of this Agreement, of the Secretary of State of the jurisdiction of incorporation of each of the Seller Subs that is a corporation establishing that such Seller Sub is in existence and is in good standing to transact business in the state of incorporation; (h) an opinion of counsel to Seller in form and substance reasonably satisfactory to Purchaser and its counsel to the effect set forth in Exhibit 9.1(h); -------------- (i) all material authorizations, consents, approvals, permits and licenses referred to in Sections 3.3 and 3.5; ------------ --- (j) certificates dated within twenty (20) days of the date of this Agreement, of the Secretaries of State of Delaware and the states set forth in Exhibit 3.1 to the effect that Seller is qualified to do business and is in good ----------- standing as a foreign corporation in each of such states together with bring- down telegrams dated within three (3) business days prior to the Closing Date related to each such certificates (but only with respect to certificates issued by states that also provide bring-down telegrams); (k) an assignment, in a form reasonably acceptable to Purchaser, of all logos, names, trademarks, service marks and all other proprietary information required for or incidental to the Business or the marketing of the products and services of the Division other than the tradenames "EquiMed" and "Equivision" and the EquiMed logo; (l) evidence of marketing approval from evidence, in form and substance reasonably satisfactory to Purchaser and its counsel, that the United States Federal Drug Administration for Androflo;divestitures and transfers required by Section 5.12 have occurred; ------------ (m) a transferable, fully paid, exclusive, worldwide license with respect evidence satisfactory to Purchaser and its counsel that all liens and encumbrances on any of the Androflo and Androgram patents attached to Schedule 1(a) heretoAssets have been released on or before the Closing Date; (n) a landlord estoppel certificate an assignment of all security interests and assignment agreement with respect security agreements held by Seller that relate to the Real Property LeasesPractices; (o) a letter from the SAGE Group, Inc. (“SAGE”) releasing Masimo from any obligation or liability with respect to any fees, commissions, expenses or other rights SAGE may be entitled to as a result of the Closing;sublease referenced in Section 7.11; ------------ (p) a written notice delivered prior to the Closing Date to each employee opinions of Seller indicating the treatment of outstanding stock options held by such employee;local counsel referenced in Section 7.12; ------------ (q) evidence a certificate of termination the President and release Chief Financial Officer of Liens related to Seller stating that there has been no material adverse change in Seller's working capital (defined as current assets, excluding cash, less current liabilities) at the Assets, including without limitation, Closing Date from Seller's working capital (as so defined) at the liens held by the Bank of MontrealBalance Sheet Date; (r) an letter from Xxxxxxxx Gage Xxxxx regarding certain intellectual property matters of Seller;the leases referenced in Section 7.9; and ----------- (s) a form such other instruments and documents as reasonably requested by PRG or Purchaser to carry out and effect the purpose and intent of press release to be issued after the Closing by Seller regarding the sale of the Assets to Masimo; (t) evidence that Seller has sent notices of termination with respect to each distribution agreement to which it is a party; (u) a side letter executed by Theratechnologies in a form acceptable to Masimo; (v) a consent to garnishment executed by the appropriate employee of Seller; (w) an executed Notice of Assignment of USFDA approvals; and (x) the Disclosure Letter referred to in Section 10.7this Agreement.

Deliveries of Seller. At the Closing, Seller shall deliver to Masimo each of the followingBuyer: (a) all consents, permits, authorizations, exemptions certificates from the Secretary of State of the State of Delaware dated within ten (10) Business Days of the Closing Date confirming the due organization and approvals listed in Schedule 7.1(a)good standing of Seller and the Companies; (b) an executed Xxxx certificates from the Secretary of SaleState of the State of California dated within ten (10) Business Days of the Closing Date confirming the due qualification and good standing of the Companies; (c) an duly executed General Assignment assignments of the Lodi Gas LLC Interests in a form reasonably satisfactory to Buyer, free and Assumption Agreementclear of all Liens, other than Liens specifically identified in Schedule 3.4; (d) an executed Assignment a cross receipt acknowledging receipt of Patentsthe Closing Date Purchase Price payable at Closing pursuant to Section 2.1; (e) a certificate from an executed Assignment authorized officer of TrademarkSeller, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.3(a) through Section 7.3(c) have been satisfied; (f) an Executive Employment Agreementresignations or terminations of all of the officers, executed by Xxxxxx Xxxxxdirectors and managers of the Companies, effective as of the Closing Date; (g) Employment Offer Lettersthe original minute books, executed by membership records, and all other company, business, tax and financial files and records, and seals (if any) of the employees listed on Schedule 7.1(g) (the “Employment Letter”)Companies; (h) a Noncompetition Agreementevidence of the approvals of the Governmental Entities required of Seller and/or the Companies, executed by Xxxxxx Xxxxxx (and the “Noncompetition Agreement”)receipt of any Third-Party Approvals and Permits set forth in Schedule 3.3; (i) a written opinion from Fasken Xxxxxxxxx XxXxxxxx Xxxxxxx Xxxxx LLP, addressed to Buyer, dated as of the Closing Date and addressed to MasimoDate, substantially in the form attached hereto as Exhibit B; (j) a release duly completed and executed by each employee listed on Schedule 4.24 with respect certification of non-foreign and non-disregarded entity status pursuant to termination Section 1.1445-2(b)(2) of his or her employment with Sellerthe Treasury regulations; (k) a certificate signed by Seller’s Chief Executive Officer dated the Closing Date, providing as attachments: (i) copies of resolutions approved by the board of directors from an authorized representative of Seller, certifying that the resolutions as attached to such certificate were duly adopted by the board of directors of Seller and that such resolutions remain in full force and effect,(ii) a true, correct and complete copy of the certificate of incorporation, and all amendments thereto, of Seller, which is in full force and effect dated as of the Closing Date, (iii) attaching a true, correct and complete copy of the bylaws limited liability company agreement of Seller which are each of the Companies as in full force and effect as of on the Closing Date, and (iv) a true and correct copy of good standing certificate for Seller issued by the Enterprise Registrar of the Province of Québec. The resolutions of the board of directors shall authorize and approve the execution by Seller of this Agreement and other documents related to this transaction, approve the consummation by Seller of the transactions contemplated by such agreements and documents, adopt a bylaw providing for a change of Seller’s corporate name to a name which does not contain the words “Andromed”, “Androflo”, “Androgram” or “Andro”, and state that the board of directors has reviewed the representations and warranties of Seller in Section 4 of this Agreement and that to the best of the board of directors’ knowledge, such representations and warranties are true and correct in all material respects as of the date hereof and as of the Closing Date.; (l) evidence of marketing approval from the United States Federal Drug Administration for Androflo; a duly completed and executed California Real Estate Withholding Certificate (mForm 593-C) a transferable, fully paid, exclusive, worldwide license with respect to the Androflo and Androgram patents attached to Schedule 1(a) hereto; (n) a landlord estoppel certificate and assignment agreement with respect to the Real Property Leases;and the real property interests that are the subject of the Real Property Agreements; and (om) a letter from the SAGE Groupsuch other agreements, Inc. (“SAGE”) releasing Masimo from any obligation consents, documents and instruments as are reasonably required to be delivered by Seller at or liability with respect to any fees, commissions, expenses or other rights SAGE may be entitled to as a result of the Closing; (p) a written notice delivered prior to the Closing Date pursuant to each employee of Seller indicating the treatment of outstanding stock options held by such employee; (q) evidence of termination and release of Liens related to the Assetsthis Agreement or otherwise reasonably required in connection herewith, including without limitation, all such other instruments as Buyer or its counsel may reasonably request in connection with the liens held by the Bank of Montreal; (r) an letter from Xxxxxxxx Gage Xxxxx regarding certain intellectual property matters of Seller; (s) a form of press release to be issued after the Closing by Seller regarding the sale purchase of the Assets to Masimo; (t) evidence that Seller has sent notices of termination with respect to each distribution agreement to which it is a party; (u) a side letter executed by Theratechnologies in a form acceptable to Masimo; (v) a consent to garnishment executed by the appropriate employee of Seller; (w) an executed Notice of Assignment of USFDA approvals; and (x) the Disclosure Letter referred to in Section 10.7LLC Interests contemplated hereby.

Deliveries of Seller. At Subject to completion of the Closingnotarization (Beurkundung) of the Amended Articles, Seller shall deliver to Masimo each Buyer, or cause the delivery to Buyer of the followingfollowing at Closing: (a) all consentsA discharge resolution as well as resignation and release, permitssubstantially in the form attached hereto as Exhibit 9.2(a), authorizationsduly executed inter alia by [*****] and [*****] (both, exemptions and approvals listed a “Resigning Director”) in Schedule 7.1(aoriginal (each, a “Director Resignation & Release”);, unless otherwise instructed by Buyer. (b) an executed Xxxx of Sale; (c) an executed General Assignment and Assumption Agreement; (d) an executed Assignment of Patents; (e) an executed Assignment of Trademark; (f) an Executive Employment AgreementAn intellectual property assignment agreement, substantially in the form attached hereto as Exhibit 9.2(b), duly executed by Xxxxxx Xxxxx; (g) Employment Offer Letterseach of Seller, executed by [*****], [*****] and the employees listed on Schedule 7.1(g) Company, in original (the “Employment Letter”); (h) a Noncompetition Agreement, executed by Xxxxxx Xxxxxx (the “Noncompetition IP Rights Assignment Agreement”); (c) A transitional service agreement, substantially in the form attached hereto as Exhibit 9.2(c), duly executed by each of Seller, XXXXXX Logistics & Services GmbH and the Company, in original, under which certain transitional services, including IT services, are provided to the Company by Seller and XXXXXX Logistics & Services GmbH (the “TSA”); the TSA has to contain a duly completed Annex 2.3 to Exhibit 10.1 of the TSA; (d) Documentation reasonably satisfactory to Buyer evidencing that the Company has been fully and unconditionally released from any Liabilities under the loan agreement of Seller dated April 20, 2018, in particular from any Liabilities as intra-group guarantor or borrower; (e) Documentation reasonably satisfactory to Buyer evidencing the nominal amount and the actual drawn loan amount of the Purchased Loan on the Closing Date; (f) The [*****] Service Agreement, substantially in the form attached hereto as Exhibit 9.2(f), duly executed by the Company and [*****], in original; (g) Documentation reasonably satisfactory to Buyer evidencing that Seller as sole shareholder of the Company has revoked the exemption of [*****] from the self-dealing restrictions pursuant to section 181 BGB; (h) The [*****] Consultancy Agreement, substantially in the form attached hereto as Exhibit 9.2(h), duly executed by the Company and [*****] on behalf of [*****] GmbH, in original; (i) Documentation evidencing that the Company and [*****] have duly executed a written opinion from Fasken Xxxxxxxxx XxXxxxxx LLPmanaging director agreement, dated the Closing Date and addressed to Masimoin a form previously approved by Buyer (orally or in text form); (j) a release An amendment agreement to the Loan Agreement, duly executed by each employee listed under which the subordination agreement (Rangrücktrittsvereinbarung) between the Company and Seller dated February 25, 2022 may be terminated at the earliest on Schedule 4.24 with respect to termination of his or her employment with Seller;June 30, 2023; and (k) a certificate signed by Evidence that the Remainder Payment and the Loan Purchase Price (together, the “Closing Payments”) have been received on Seller’s Chief Executive Officer dated the Closing Date, providing as attachments: (i) copies of resolutions approved by the board of directors of Seller, certifying that the resolutions as attached to such certificate were duly adopted by the board of directors of Seller and that such resolutions remain in full force and effect,(ii) a true, correct and complete copy of the certificate of incorporation, and all amendments thereto, of Seller, which is in full force and effect as of the Closing Date, (iii) a true, correct and complete copy of the bylaws of Seller which are in full force and effect as of the Closing Date, and (iv) a true and correct copy of good standing certificate for Seller issued by the Enterprise Registrar of the Province of Québec. The resolutions of the board of directors shall authorize and approve the execution by Seller of this Agreement and other documents related to this transaction, approve the consummation by Seller of the transactions contemplated by such agreements and documents, adopt a bylaw providing for a change of Seller’s corporate name to a name which does not contain the words “Andromed”, “Androflo”, “Androgram” or “Andro”, and state that the board of directors has reviewed the representations and warranties of Seller in Section 4 of this Agreement and that to the best of the board of directors’ knowledge, such representations and warranties are true and correct in all material respects as of the date hereof and as of the Closing DateBank Account. (l) evidence of marketing approval from the United States Federal Drug Administration for Androflo; (m) a transferable, fully paid, exclusive, worldwide license with respect to the Androflo and Androgram patents attached to Schedule 1(a) hereto; (n) a landlord estoppel certificate and assignment agreement with respect to the Real Property Leases; (o) a letter from the SAGE Group, Inc. (“SAGE”) releasing Masimo from any obligation or liability with respect to any fees, commissions, expenses or other rights SAGE may be entitled to as a result of the Closing; (p) a written notice delivered prior to the Closing Date to each employee of Seller indicating the treatment of outstanding stock options held by such employee; (q) evidence of termination and release of Liens related to the Assets, including without limitation, the liens held by the Bank of Montreal; (r) an letter from Xxxxxxxx Gage Xxxxx regarding certain intellectual property matters of Seller; (s) a form of press release to be issued after the Closing by Seller regarding the sale of the Assets to Masimo; (t) evidence that Seller has sent notices of termination with respect to each distribution agreement to which it is a party; (u) a side letter executed by Theratechnologies in a form acceptable to Masimo; (v) a consent to garnishment executed by the appropriate employee of Seller; (w) an executed Notice of Assignment of USFDA approvals; and (x) the Disclosure Letter referred to in Section 10.7.

Deliveries of Seller. At the Closing, Seller shall deliver to Masimo each of the followingBuyer: (a) all consents, permits, authorizations, exemptions certificates from the Secretary of State of the State of Delaware dated within ten (10) Business Days of the Closing Date confirming the due organization and approvals listed in Schedule 7.1(a)good standing of Seller and the Company; (b) an executed Xxxx certificates from the Secretary of SaleState of the State of California dated within ten (10) Business Days of the Closing Date confirming the due qualification and good standing of the Company; (c) an a duly executed General Assignment and Assumption Agreementassignment of the LLC Interests, substantially in the form set forth on Exhibit B; (d) an executed Assignment a cross receipt acknowledging receipt of Patentsthe Closing Date Purchase Price payable at Closing pursuant to Section 2.1; (e) a certificate from an executed Assignment authorized officer of TrademarkSeller, dated as of the Closing Date, to the effect that the conditions set forth in Sections 7.3(a) through 7.3(c) have been satisfied; (f) an Executive Employment Agreementresignations or terminations of all of the officers, executed by Xxxxxx Xxxxxdirectors and managers of the Company, effective as of the Closing Date; (g) Employment Offer Lettersevidence of the approvals of the Governmental Entities required of Seller or the Company, executed by and the employees listed on receipt of any Third-Party Approvals and Permits, all as set forth in Schedule 7.1(g) (the “Employment Letter”)3.5; (h) a Noncompetition Agreement, duly completed and executed by Xxxxxx Xxxxxx (certification of non-foreign and non-disregarded entity status pursuant to Section 1.1445-2(b)(2) of the “Noncompetition Agreement”)Department of Treasury regulations; (i) a written opinion certificate from Fasken Xxxxxxxxx XxXxxxxx LLPan authorized representative of Seller, dated as of the Closing Date and addressed to MasimoDate, attaching a complete copy of the limited liability company agreement of the Company as in effect on the Closing Date; (j) a release duly completed and executed by each employee listed on Schedule 4.24 California Real Estate Withholding Certificate (Form 593-C) with respect to termination the real property and the real property interests that are the subject of his or her employment with Sellerthe Real Property Agreements; (k) a certificate signed by Seller’s Chief Executive Officer dated the Closing Dateoriginal minute books, providing as attachments: (i) copies of resolutions approved by the board of directors of Seller, certifying that the resolutions as attached to such certificate were duly adopted by the board of directors of Seller and that such resolutions remain in full force and effect,(ii) a true, correct and complete copy of the certificate of incorporationmembership records, and all amendments theretoother company, of Sellerbusiness, which is in full force tax and effect as financial files and records, and seals (if any) of the Closing Date, (iii) a true, correct and complete copy of the bylaws of Seller which are Company in full force and effect as of the Closing Date, and (iv) a true and correct copy of good standing certificate for Seller issued by the Enterprise Registrar of the Province of Québec. The resolutions of the board of directors shall authorize and approve the execution by Seller of this Agreement and other documents related to this transaction, approve the consummation by Seller of the transactions contemplated by such agreements and documents, adopt a bylaw providing for a change of Seller’s corporate name to a name which does not contain the words “Andromed”, “Androflo”, “Androgram” or “Andro”, and state that the board of directors has reviewed the representations and warranties of Seller in Section 4 of this Agreement and that to the best of the board of directors’ knowledge, such representations and warranties are true and correct in all material respects as of the date hereof and as of the Closing Date.its possession; (l) evidence of marketing approval from the United States Federal Drug Administration for AndrofloTransition Services Agreement; (m) a transferable, fully paid, exclusive, worldwide license with respect to copy of the Androflo and Androgram patents attached to Schedule 1(a) hereto;Executive Agreement; and (n) a landlord estoppel certificate such other agreements, consents, documents and assignment agreement with respect instruments as are reasonably required to the Real Property Leases; (o) a letter from the SAGE Group, Inc. (“SAGE”) releasing Masimo from any obligation be delivered by Seller at or liability with respect to any fees, commissions, expenses or other rights SAGE may be entitled to as a result of the Closing; (p) a written notice delivered prior to the Closing Date pursuant to each employee of Seller indicating the treatment of outstanding stock options held by such employee; (q) evidence of termination and release of Liens related to the Assetsthis Agreement or otherwise reasonably required in connection herewith, including without limitation, all such other instruments as Buyer or its counsel may reasonably request in connection with the liens held by the Bank of Montreal; (r) an letter from Xxxxxxxx Gage Xxxxx regarding certain intellectual property matters of Seller; (s) a form of press release to be issued after the Closing by Seller regarding the sale purchase of the Assets to Masimo; (t) evidence that Seller has sent notices of termination with respect to each distribution agreement to which it is a party; (u) a side letter executed by Theratechnologies in a form acceptable to Masimo; (v) a consent to garnishment executed by the appropriate employee of Seller; (w) an executed Notice of Assignment of USFDA approvals; and (x) the Disclosure Letter referred to in Section 10.7LLC Interests contemplated hereby.

Deliveries of Seller. At the Closing, Parent and Seller shall will execute and deliver or cause to Masimo each be executed and delivered to Buyer simultaneously with delivery of the followingitems referred to in Section 6.2: (a) a certificate of the member of each of the Company and the Subsidiary certifying as complete and accurate a copy of the Company’s or the Subsidiary’s, as applicable, articles of organization and limited liability company operating agreement, and all consents, permits, authorizations, exemptions and approvals listed in Schedule 7.1(a)amendments thereto; (b) an executed Xxxx certificates of Salegood standing as of a date no earlier than thirty (30) days prior to Closing with respect to the Company and the Subsidiary issued by the applicable Governmental Body for each state in which the Company and the Subsidiary is organized; (c) an the Escrow Agreement, duly executed General Assignment and Assumption Agreementby Seller; (d) an a Restrictive Covenant Agreement executed Assignment of Patentsby Parent and Seller; (e) an a Waiver and Release executed Assignment of Trademarkby Parent and Seller; (f) an Executive Employment a Transition Services Agreement, executed by Xxxxxx XxxxxParent and Seller (the “Transition Services Agreement”); (g) Employment Offer Letters, executed by the employees listed on Schedule 7.1(g) (the “Employment Letter”)[intentionally blank]; (h) a Noncompetition Agreementcertificate of the secretary of each of Parent and Seller certifying as complete and accurate the following: (i) the incumbency and specimen signature of each officer of Parent or Seller executing this Agreement and any other Transaction Document on behalf of Parent or Seller; (ii) a copy of Parent’s or Seller’s, executed as applicable, certificate of incorporation and bylaws, and all amendments thereto; and (iii) a copy of the resolutions of Parent’s and Seller’s directors authorizing the execution, delivery and performance of this Agreement and any other Transaction Document delivered by Xxxxxx Xxxxxx (the “Noncompetition Agreement”)Parent or Seller; (i) a written opinion from Fasken Xxxxxxxxx XxXxxxxx LLPlimited liability company membership interest certificates, dated if such interests are certificated, evidencing the Closing Date Company Equity, free and addressed to Masimoclear of Liens, duly endorsed in blank or accompanied by assignment of membership interest or other instruments of transfer duly executed in blank; (j) a release executed by each employee listed on Schedule 4.24 with respect to termination the minute books, stock ledgers and registers and corporate seals, if any, of his or her employment with Sellerthe Company and the Subsidiary; (k) a certificate signed non-foreign person affidavit that complies with the requirements of Treasury Regulations Section 1.1445-2(b)(2), executed by Seller’s Chief Executive Officer dated Seller and in form and substance reasonably satisfactory to Buyer; (l) a copy of each consent and approval required pursuant to a Material Customer Contract, a Material Vendor Contract and pursuant to each agreement for Indebtedness, the Closing Date, providing list of which is attached hereto as attachments: Schedule 6.1(l); (im) copies of resolutions approved by the board of directors of Sellerwritten evidence and documentation, certifying that the resolutions as attached to such certificate were duly adopted by the board of directors of Seller and that such resolutions remain in full force and effect,(ii) a true, correct and complete copy of the certificate of incorporation, and all amendments thereto, of Seller, which is in full force and effect effective as of the Closing Date, (iii) a true, correct and complete copy evidencing the consummation of the bylaws of Seller which are in full force and effect Conversions; (n) written evidence, effective as of the Closing Date, and (iv) a true and correct copy that the Equity Interests of good standing certificate for Seller issued Strong Digital are no longer owned by the Enterprise Registrar of Company or the Province of Québec. The resolutions of the board of directors shall authorize and approve the execution by Seller of this Agreement and other documents related to this transaction, approve the consummation by Seller of the transactions contemplated by such agreements and documents, adopt a bylaw providing for a change of Seller’s corporate name to a name which does not contain the words “Andromed”, “Androflo”, “Androgram” or “Andro”, and state that the board of directors has reviewed the representations and warranties of Seller in Section 4 of this Agreement and that to the best of the board of directors’ knowledge, such representations and warranties are true and correct in all material respects as of the date hereof and as of the Closing Date. (l) evidence of marketing approval from the United States Federal Drug Administration for Androflo; (m) a transferable, fully paid, exclusive, worldwide license with respect to the Androflo and Androgram patents attached to Schedule 1(a) hereto; (n) a landlord estoppel certificate and assignment agreement with respect to the Real Property Leases;Subsidiary; and (o) a letter from such other documents and instruments as Buyer or their counsel reasonably shall deem necessary to consummate the SAGE Group, Inc. (“SAGE”) releasing Masimo from any obligation or liability with respect to any fees, commissions, expenses or other rights SAGE may be entitled to as a result of the Closing; (p) a written notice delivered prior to the Closing Date to each employee of Seller indicating the treatment of outstanding stock options held by such employee; (q) evidence of termination and release of Liens related to the Assets, including without limitation, the liens held by the Bank of Montreal; (r) an letter from Xxxxxxxx Gage Xxxxx regarding certain intellectual property matters of Seller; (s) a form of press release to be issued after the Closing by Seller regarding the sale of the Assets to Masimo; (t) evidence that Seller has sent notices of termination with respect to each distribution agreement to which it is a party; (u) a side letter executed by Theratechnologies in a form acceptable to Masimo; (v) a consent to garnishment executed by the appropriate employee of Seller; (w) an executed Notice of Assignment of USFDA approvals; and (x) the Disclosure Letter referred to in Section 10.7transactions contemplated hereby.

Deliveries of Seller. At at the ClosingClosing of the Transfer of the Regulatory --------------------------------------------------------------------- Assets. ------ (A) On the Post-Closing Transfer Date, Seller the Corporation shall deliver to Masimo the Buyer a separate letter to the FDA substantially in the form of Exhibit 6.2(A) (on the Corporation's letterhead), executed by an authorized officer of the Corporation and complying with relevant FDA laws and policy, in respect of each of the following:categories of Regulatory Assets listed in Section (10) of Exhibit 1.1 (aA) assigning to the Buyer all consentsof the Corporation's right, permits, authorizations, exemptions title and approvals listed interest in Schedule 7.1(a);and to all of such Regulatory Assets. (bB) an executed Xxxx A certificate of Sale; (c) an executed General Assignment and Assumption Agreement; (d) an executed Assignment of Patents; (e) an executed Assignment of Trademark; (f) an Executive Employment Agreement, executed by Xxxxxx Xxxxx; (g) Employment Offer Letters, executed the Corporation signed by the employees listed on Schedule 7.1(g) (the “Employment Letter”); (h) a Noncompetition Agreement, executed by Xxxxxx Xxxxxx (the “Noncompetition Agreement”); (i) a written opinion from Fasken Xxxxxxxxx XxXxxxxx LLP, dated the Closing Date President or any Vice President and addressed to Masimo; (j) a release executed by each employee listed on Schedule 4.24 with respect to termination of his or her employment with Seller; (k) a certificate signed by Seller’s Chief Executive Officer dated the Closing Date, providing as attachments: (i) copies of resolutions approved by the board Secretary or any Assistant Secretary of directors of Seller, the Corporation certifying that the resolutions as attached to such certificate were duly adopted by the board of directors of Seller representations and that such resolutions remain in full force and effect,(ii) a true, correct and complete copy warranties of the certificate of incorporation, Corporation made herein regarding the Regulatory Assets and all amendments thereto, of Seller, which is in full force the MRP System Current Products were true and effect correct as of the Closing Date, (iii) a true, correct and complete copy of the bylaws of Seller which are in full force and effect as of the Closing Date, and (iv) a true and correct copy of good standing certificate for Seller issued by the Enterprise Registrar of the Province of Québec. The resolutions of the board of directors shall authorize and approve the execution by Seller date of this Agreement and are true and correct as of the date of transfer to the Buyer of the Regulatory Assets, and that the Corporation has performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by the Corporation prior to the date of transfer to the Buyer of the Regulatory Assets. (C) Such executed assignments, bills of sale, endorsements, notices, consents, assurances and such other documents related instruments of conveyance and transfer as counsel to this transactionthe Buyer shall reasonably request and as shall be effective to vest in Buyer good, approve valid and indefeasible title to all of the Regulatory Assets and the MRP System Current Products, and to effectuate the consummation by Seller of the transactions contemplated by such agreements and documents, adopt a bylaw providing for a change of Seller’s corporate name to a name which does not contain the words “Andromed”, “Androflo”, “Androgram” or “Andro”, and state that the board of directors has reviewed the representations and warranties of Seller in Section 4 of this Agreement and that to the best of the board of directors’ knowledge, such representations and warranties are true and correct in all material respects as of the date hereof and as of the Closing DateAgreement. (l) evidence of marketing approval from the United States Federal Drug Administration for Androflo; (m) a transferable, fully paid, exclusive, worldwide license with respect to the Androflo and Androgram patents attached to Schedule 1(a) hereto; (n) a landlord estoppel certificate and assignment agreement with respect to the Real Property Leases; (o) a letter from the SAGE Group, Inc. (“SAGE”) releasing Masimo from any obligation or liability with respect to any fees, commissions, expenses or other rights SAGE may be entitled to as a result of the Closing; (p) a written notice delivered prior to the Closing Date to each employee of Seller indicating the treatment of outstanding stock options held by such employee; (q) evidence of termination and release of Liens related to the Assets, including without limitation, the liens held by the Bank of Montreal; (r) an letter from Xxxxxxxx Gage Xxxxx regarding certain intellectual property matters of Seller; (s) a form of press release to be issued after the Closing by Seller regarding the sale of the Assets to Masimo; (t) evidence that Seller has sent notices of termination with respect to each distribution agreement to which it is a party; (u) a side letter executed by Theratechnologies in a form acceptable to Masimo; (v) a consent to garnishment executed by the appropriate employee of Seller; (w) an executed Notice of Assignment of USFDA approvals; and (x) the Disclosure Letter referred to in Section 10.7.

Deliveries of Seller. At the Closing, Closing Seller shall deliver to Masimo each of the followingBuyer: (a) all consentsthe Xxxx of Sale, permits, authorizations, exemptions and approvals listed in Schedule 7.1(a)executed by Seller; (b) an Assignment of Copyrights in the form of Exhibit 4.2(b)-1 hereto, an Assignment of Patents in the form of Exhibit 4.2(b)-2, and an Assignment of Trademarks in the form of Exhibit 4.2(b)-3, in each case in recordable form, each executed Xxxx of Saleby Seller (collectively, the "Proprietary Rights Assignments"); (c) an executed General Assignment possession and Assumption Agreement;control over, (i) the Programs in machine readable Object Code and Source Code for computers, (ii) the Programs' Documentation in machine readable form or in paper or in other electronic medium (including, but not limited to user Documentation, technical Documentation, production materials and marketing materials) in the possession of Seller, (iii) a copy (in paper and electronic form) of the Lists, (iv) copies of all agreements, commitments, records and other data relating to the Purchased Assets reasonably necessary for the marketing and licensing of the Programs by Buyer, (v) all master artwork in existence on the Closing Date used for current advertising and packaging in suitable form, and (vi) all Business Materials and other tangible and intangible property constituting part of the Purchased Assets; and (d) an Instruments of Assignment and Assumption in the forms attached as Exhibit 4.2(d) hereto (each a "Contract Assignment" and collectively the "Contract Assignments"), with respect to the Worldwide Vendor Agreement and related agreements between Seller and International Business Machines Corporation (the "IBM Agreement") and each of the other Contracts listed on Schedule 4.2(d) hereto (the "Assumed Contracts"), executed Assignment by Seller as assignor and, if such consent is required by the terms of Patentssuch Contract, consented to in writing (in form and substance reasonably required by Buyer) by each applicable contracting party; and together with the IBM Agreement and each such Contract Assignment, the form of Estoppel Certificate attached to the Contract Assignments, executed by each applicable contracting party; (e) an executed Assignment a Confidentiality and Non-Competition Agreement in favor of Trademark; (f) an Executive Employment Agreement, executed by Xxxxxx Xxxxx; (g) Employment Offer Letters, executed by Buyer in the employees listed on Schedule 7.1(g) (the “Employment Letter”); (h) a Noncompetition Agreement, executed by Xxxxxx Xxxxxx (the “Noncompetition Agreement”); (i) a written opinion from Fasken Xxxxxxxxx XxXxxxxx LLP, dated the Closing Date and addressed to Masimo; (j) a release executed by each employee listed on Schedule 4.24 with respect to termination forms of his or her employment with Seller; (k) a certificate signed by Seller’s Chief Executive Officer dated the Closing Date, providing as attachments: (i) copies of resolutions approved by the board of directors of Seller, certifying that the resolutions as attached to such certificate were duly adopted by the board of directors of Seller and that such resolutions remain in full force and effect,(ii) a true, correct and complete copy of the certificate of incorporation, and all amendments thereto, of Seller, which is in full force and effect as of the Closing Date, (iii) a true, correct and complete copy of the bylaws of Seller which are in full force and effect as of the Closing Date, and (iv) a true and correct copy of good standing certificate for Seller issued by the Enterprise Registrar of the Province of Québec. The resolutions of the board of directors shall authorize and approve the execution by Seller of this Agreement and other documents related to this transaction, approve the consummation by Seller of the transactions contemplated by such agreements and documents, adopt a bylaw providing for a change of Seller’s corporate name to a name which does not contain the words “Andromed”, “Androflo”, “Androgram” or “Andro”, and state that the board of directors has reviewed the representations and warranties of Seller in Section 4 of this Agreement and that to the best of the board of directors’ knowledge, such representations and warranties are true and correct in all material respects as of the date hereof and as of the Closing Date. (l) evidence of marketing approval from the United States Federal Drug Administration for Androflo; (m) a transferable, fully paid, exclusive, worldwide license with respect to the Androflo and Androgram patents attached to Schedule 1(a) hereto; (n) a landlord estoppel certificate and assignment agreement with respect to the Real Property Leases; (o) a letter from the SAGE Group, Inc. (“SAGE”) releasing Masimo from any obligation or liability with respect to any fees, commissions, expenses or other rights SAGE may be entitled to as a result of the Closing; (p) a written notice delivered prior to the Closing Date to each employee of Seller indicating the treatment of outstanding stock options held by such employee; (q) evidence of termination and release of Liens related to the Assets, including without limitation, the liens held by the Bank of Montreal; (r) an letter from Xxxxxxxx Gage Xxxxx regarding certain intellectual property matters of Seller; (s) a form of press release to be issued after the Closing by Seller regarding the sale of the Assets to Masimo; (t) evidence that Seller has sent notices of termination with respect to each distribution agreement to which it is a party; (u) a side letter executed by Theratechnologies in a form acceptable to Masimo; (v) a consent to garnishment executed by the appropriate employee of Seller; (w) an executed Notice of Assignment of USFDA approvals; and (x) the Disclosure Letter referred to in Section 10.7.Exhibit 4.2

Deliveries of Seller. At Subject to the fulfillment or waiver of the conditions set forth in Section 8.2, at the Closing, Seller shall deliver or cause to Masimo be delivered each of the followingfollowing to Golden Minerals and Buyer: (a) all consentsAn irrevocable letter from Seller, permitsproperly executed by the representative of Seller referenced in Section 2.3(b), authorizations, exemptions to the Company instructing that the MEQ Shares be transferred to Buyer pursuant to this Agreement and approvals listed in Schedule 7.1(a)instructing the secretary or other authorized representative of the Company to update the shareholders register of the Company to remove Seller and replace it with Buyer as the registered owner of the MEQ Shares; (b) an executed Xxxx A copy of Salethe power of attorney of the representative of Seller with sufficient authority to sell and transfer the MEQ Shares; (c) The Registration Rights Agreement, duly executed by an executed General Assignment and Assumption Agreement;authorized officer of Seller. (d) The lock-up agreement in the form attached hereto as Exhibit D (the “Lock-Up Agreement”), duly executed by an executed Assignment authorized officer of Patents;Seller, or such other Person as Seller has designated as the recipient of the Golden Minerals Shares. (e) The standstill agreement in the form attached hereto as Exhibit E (the “Standstill Agreement”), duly executed by an executed Assignment authorized officer of Trademark;Hochschild. (f) an Executive Employment Agreement, executed by Xxxxxx Xxxxx; (g) Employment Offer Letters, executed A certificate issued by the employees listed on Schedule 7.1(g) (the “Employment Letter”); (h) a Noncompetition Agreementsecretary or an assistant secretary of Seller, executed by Xxxxxx Xxxxxx (the “Noncompetition Agreement”); (i) a written opinion from Fasken Xxxxxxxxx XxXxxxxx LLP, dated the Closing Date and addressed to Masimo; (j) a release executed by each employee listed on Schedule 4.24 with respect to termination of his or her employment with Seller; (k) a certificate signed by Seller’s Chief Executive Officer dated the Closing Date, providing as attachments: in form and substance reasonably satisfactory to Buyer, certifying (i) copies of resolutions approved by the board of directors of Seller, certifying that the resolutions as attached to such certificate were duly adopted by of the board of directors of Seller and that such resolutions remain in full force and effect,(ii) a true, correct and complete copy of the certificate of incorporation, and all amendments thereto, of Seller, which is in full force and effect as of the Closing Date, (iii) a true, correct and complete copy of the bylaws of Seller which are in full force and effect as of the Closing Date, and (iv) a true and correct copy of good standing certificate for Seller issued by the Enterprise Registrar of the Province of Québec. The resolutions of the board of directors shall authorize and approve authorizing the execution by Seller and performance of this Agreement and other documents related the transactions contemplated hereby, and (ii) the incumbency and signatures of the authorized signatory of Seller executing this Agreement; (g) All consents, waivers or approvals obtained by Seller with respect to this transaction, approve the consummation by Seller of the transactions contemplated by such agreements and documents, adopt a bylaw providing for a change of Seller’s corporate name to a name which does not contain the words “Andromed”, “Androflo”, “Androgram” or “Andro”, and state that the board of directors has reviewed the representations and warranties of Seller in Section 4 of this Agreement and that to the best of the board of directors’ knowledge, such representations and warranties are true and correct in all material respects as of the date hereof and as of the Closing Date. (l) evidence of marketing approval from the United States Federal Drug Administration for AndrofloAgreement; (mh) a transferable, fully paid, exclusive, worldwide license with respect to the Androflo and Androgram patents attached to Schedule 1(a) hereto; (n) a landlord estoppel certificate and assignment agreement with respect to the Real Property Leases; (o) a A letter from the SAGE Group, Inc. (“SAGE”) releasing Masimo from any obligation or liability with respect to any fees, commissions, expenses or other rights SAGE may be entitled to each representative of Seller that is serving as a result director or alternate director of the Closing; (p) a written notice delivered prior to Company resigning such position with the Closing Date to each employee of Seller indicating the treatment of outstanding stock options held by such employee; (q) evidence of termination and release of Liens related to the Assets, including without limitation, the liens held by the Bank of Montreal; (r) an letter from Xxxxxxxx Gage Xxxxx regarding certain intellectual property matters of Seller; (s) a form of press release to be issued after the Closing by Seller regarding the sale of the Assets to Masimo; (t) evidence that Seller has sent notices of termination with respect to each distribution agreement to which it is a party; (u) a side letter executed by Theratechnologies in a form acceptable to Masimo; (v) a consent to garnishment executed by the appropriate employee of Seller; (w) an executed Notice of Assignment of USFDA approvalsCompany; and (xi) the Disclosure Letter referred to in The certificate contemplated by Section 10.78.1(b), duly executed by Seller.

Deliveries of Seller. At Subject to the Closingfulfillment or written waiver of the conditions set forth in Section 10.2, Seller shall execute and/or deliver to Masimo each Buyer all of the following: (a) Certificates evidencing all consentsof the Shares, permitsproperly endorsed by Seller, authorizations, exemptions accompanied by such stock powers and approvals listed in Schedule 7.1(a)other documents as may be necessary (or reasonably requested by Buyer) to transfer record ownership of such Shares into Buyer's name on the stock transfer books of the Company; (b) an executed Xxxx A copy of Sale; (c) an executed General Assignment and Assumption Agreement; (d) an executed Assignment of Patents; (e) an executed Assignment of Trademark; (f) an Executive Employment Agreement, executed by Xxxxxx Xxxxx; (g) Employment Offer Letters, executed by the employees listed on Schedule 7.1(g) (the “Employment Letter”); (h) a Noncompetition Agreement, executed by Xxxxxx Xxxxxx (the “Noncompetition Agreement”); (i) a written opinion from Fasken Xxxxxxxxx XxXxxxxx LLP, dated the Closing Date and addressed to Masimo; (j) a release executed by each employee listed on Schedule 4.24 with respect to termination of his or her employment with Seller; (k) a certificate signed by Seller’s Chief Executive Officer dated the Closing Date, providing as attachments: (i) copies of resolutions approved by the board of directors of Seller, certifying that the resolutions as attached to such certificate were duly adopted by of the board of directors of Seller authorizing the execution, delivery and that such resolutions remain performance of this Agreement by Seller, and any other document delivered by Seller hereunder, certified as true and complete, and in full force and effect,(ii) a trueeffect, correct by an officer of Seller and complete copy of the certificate of incorporation, and all amendments thereto, of Seller, which is in full force and effect dated as of the Closing Date, ; (iiic) a true, correct and complete copy A certificate duly executed by the President of Seller (or any other officer of Seller authorized to do so) pursuant to which Seller certifies to the fulfillment of the bylaws conditions set forth in Sections 10.1(a) through (g) and that all documents to be executed and delivered by Seller at the Closing have been executed by duly authorized officers of Seller; (d) Resignations of each director and officer of the Company; and (e) The Closing Statement and a certificate duly executed by the President of Seller (or any other officer of Seller authorized to do so) pursuant to which are in full force and effect as Seller certifies that each of the Closing DateDate Balance Sheet (after taking into account any changes set forth in the Closing Statement) and the Closing Statement and the Accounts Receivable, and (iv) a true and correct copy of good standing certificate for Seller issued by the Enterprise Registrar Net Book Value of the Province of Québec. The resolutions of the board of directors shall authorize Accounts Receivable and approve the execution by Seller of this Agreement Tangible Net Worth, as reflected therein, were prepared and other documents related to this transaction, approve the consummation by Seller of the transactions contemplated by such agreements calculated in accordance with Section 2.2(b) and documents, adopt a bylaw providing for a change of Seller’s corporate name to a name which does not contain the words “Andromed”, “Androflo”, “Androgram” or “Andro”, and state that the board of directors has reviewed the representations and warranties of Seller in Section 4 of this Agreement and that to the best of the board of directors’ knowledge, such representations and warranties are true and correct in all material respects as of the date hereof and as of the Closing Daterespects. (l) evidence of marketing approval from the United States Federal Drug Administration for Androflo; (m) a transferable, fully paid, exclusive, worldwide license with respect to the Androflo and Androgram patents attached to Schedule 1(a) hereto; (n) a landlord estoppel certificate and assignment agreement with respect to the Real Property Leases; (o) a letter from the SAGE Group, Inc. (“SAGE”) releasing Masimo from any obligation or liability with respect to any fees, commissions, expenses or other rights SAGE may be entitled to as a result of the Closing; (p) a written notice delivered prior to the Closing Date to each employee of Seller indicating the treatment of outstanding stock options held by such employee; (q) evidence of termination and release of Liens related to the Assets, including without limitation, the liens held by the Bank of Montreal; (r) an letter from Xxxxxxxx Gage Xxxxx regarding certain intellectual property matters of Seller; (s) a form of press release to be issued after the Closing by Seller regarding the sale of the Assets to Masimo; (t) evidence that Seller has sent notices of termination with respect to each distribution agreement to which it is a party; (u) a side letter executed by Theratechnologies in a form acceptable to Masimo; (v) a consent to garnishment executed by the appropriate employee of Seller; (w) an executed Notice of Assignment of USFDA approvals; and (x) the Disclosure Letter referred to in Section 10.7.

Deliveries of Seller. At least one (1) day prior to the ClosingClosing Date, Seller shall deliver or cause to Masimo each of the followingbe delivered to Escrow Holder: (a) a duly executed and acknowledged Bargain and Sale Deed in favor of Buyer, conveying all consentsof Seller's right, permits, authorizations, exemptions title and approvals listed interest in Schedule 7.1(aand to the Newark Property in the form of EXHIBIT C attached hereto (the "NEWARK Deed"); (b) an a duly executed Xxxx and acknowledged Bargain and Sale Deed in favor of SaleBuyer, conveying all of Seller's right, title and interest in and to the Utica Property in the form of EXHIBIT D attached hereto (the "UTICA Deed"; collectively with the Newark Deed referred to herein as the "DEEDS"); (c) an executed General Assignment and Assumption Agreement;Agreement duly executed by Seller in the form of EXHIBIT E attached hereto ("ASSIGNMENT AND ASSUMPTION AGREEMENT") (d) an the Escrow Agreement duly executed Assignment of Patentsby Seller; (e) an executed Assignment a certification of Trademarkthe "non-foreign" status of Seller ("FIRPTA CERTIFICATE") in the form of EXHIBIT F attached hereto; (f) an Executive Employment Agreement, a Xxxx of Sale duly executed by Xxxxxx XxxxxSeller in substantially the form of EXHIBIT G attached hereto (the "XXXX OF SALE"); (g) Employment Offer Lettersa reconveyance terminating mortgagee's security interest under that certain Open-End Leasehold Mortgage, executed by the employees listed Assignment of Rents, Security Agreement and Fixture Filing dated January 21, 1998 and recorded in Montour County Book 197 page 1072 on Schedule 7.1(g) (the “Employment Letter”)February 2, 1998 and any amendments thereto; (h) a Noncompetition Agreementcopy, executed certified as of the Closing Date by Xxxxxx Xxxxxx (an authorized officer of Seller, of the “Noncompetition Agreement”)resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement by Seller; (i) a written opinion from Fasken Xxxxxxxxx XxXxxxxx LLPcertificate, dated the Closing Date and addressed to Masimo; (j) a release executed by each employee listed on Schedule 4.24 with respect to termination of his or her employment with Seller; (k) a certificate signed by Seller’s Chief Executive Officer dated the Closing Date, providing as attachments: executed by an authorized officer of Seller to the effect that (i) copies each of resolutions approved by the board of directors of Seller, certifying that the resolutions as attached to such certificate were duly adopted by the board of directors of Seller and that such resolutions remain in full force and effect,(ii) a true, correct and complete copy of the certificate of incorporation, and all amendments thereto, of Seller, which is in full force and effect as of the Closing Date, (iii) a true, correct and complete copy of the bylaws of Seller which are in full force and effect as of the Closing Date, and (iv) a true and correct copy of good standing certificate for Seller issued by the Enterprise Registrar of the Province of Québec. The resolutions of the board of directors shall authorize and approve the execution by Seller of this Agreement and other documents related to this transaction, approve the consummation by Seller of the transactions contemplated by such agreements and documents, adopt a bylaw providing for a change of Seller’s corporate name to a name which does not contain the words “Andromed”, “Androflo”, “Androgram” or “Andro”, and state that the board of directors has reviewed the representations and warranties of Seller in Section 4 of this Agreement and that to the best of the board of directors’ knowledge, such representations and warranties are made herein is true and correct in all material respects on the Closing Date as of the though such representations and warranties were made on such date hereof and as of (ii) Seller has performed and complied in all material respects with all covenants, conditions and obligations under this Agreement which are required to be performed or complied with by Seller on or before the Closing Date. (l) evidence of marketing approval from the United States Federal Drug Administration for Androflo; (m) a transferable, fully paid, exclusive, worldwide license with respect to the Androflo and Androgram patents attached to Schedule 1(a) hereto; (n) a landlord estoppel certificate and assignment agreement with respect to the Real Property Leases; (o) a letter from the SAGE Group, Inc. (“SAGE”) releasing Masimo from any obligation or liability with respect to any fees, commissions, expenses or other rights SAGE may be entitled to as a result of the Closing; (p) a written notice delivered prior to the Closing Date to each employee of Seller indicating the treatment of outstanding stock options held by such employee; (q) evidence of termination and release of Liens related to the Assets, including without limitation, the liens held by the Bank of Montreal; (r) an letter from Xxxxxxxx Gage Xxxxx regarding certain intellectual property matters of Seller; (s) a form of press release to be issued after the Closing by Seller regarding the sale of the Assets to Masimo; (t) evidence that Seller has sent notices of termination with respect to each distribution agreement to which it is a party; (u) a side letter executed by Theratechnologies in a form acceptable to Masimo; (v) a consent to garnishment executed by the appropriate employee of Seller; (w) an executed Notice of Assignment of USFDA approvals; and (xj) such customary documents and certificates as Escrow Holder and/or the Disclosure Letter referred Title Company shall require to in Section 10.7consummate the transaction contemplated by this Agreement.

Deliveries of Seller. At the Closing, Seller shall deliver to Masimo each Purchaser the following, all of which shall be in a form reasonably satisfactory to counsel to Purchaser; provided that any of the followingfollowing which is in the form attached as an Exhibit to this Agreement, shall be deemed satisfactory: (a) a copy of the resolutions of the Boards of Directors authorizing the execution, delivery and performance of this Agreement and all consents, permits, authorizations, exemptions related documents and approvals listed agreements to be executed by Seller in Schedule 7.1(a)connection therewith; (b) an certificates of the Secretaries of Seller certifying as to the incumbency of the directors and officers of Seller, certifying as to the signatures of such directors and officers who have executed Xxxx documents delivered at the Closing on behalf of SaleSeller, and certifying that certain documents provided to Purchaser, and the authorizing resolutions referred to hereinabove, are true and correct copies of the originals thereof; (c) an executed General Assignment and Assumption Agreement; (d) an executed Assignment certificates of Patents; (e) an executed Assignment of Trademark; (f) an Executive Employment Agreement, executed by Xxxxxx Xxxxx; (g) Employment Offer Letters, executed by the employees listed on Schedule 7.1(g) (the “Employment Letter”); (h) a Noncompetition Agreement, executed by Xxxxxx Xxxxxx (the “Noncompetition Agreement”); (i) a written opinion from Fasken Xxxxxxxxx XxXxxxxx LLP, dated the Closing Date and addressed to Masimo; (j) a release executed by each employee listed on Schedule 4.24 with respect to termination of his or her employment with Seller; (k) a certificate signed by Seller’s Chief Executive Officer dated the Closing Date, providing as attachments: (i) copies of resolutions approved by the board of directors Presidents of Seller, certifying that the resolutions as attached to such certificate were duly adopted by the board of directors of Seller and that such resolutions remain in full force and effect,(ii) a true, correct and complete copy of the certificate of incorporation, and all amendments thereto, of Seller, which is in full force and effect dated as of the Closing Date, as to (iiii) a true, correct the truth and complete copy correctness of the bylaws of Seller which are in full force and effect as of the Closing Date, and (iv) a true and correct copy of good standing certificate for Seller issued by the Enterprise Registrar of the Province of Québec. The resolutions of the board of directors shall authorize and approve the execution by Seller of this Agreement and other documents related to this transaction, approve the consummation by Seller of the transactions contemplated by such agreements and documents, adopt a bylaw providing for a change of Seller’s corporate name to a name which does not contain the words “Andromed”, “Androflo”, “Androgram” or “Andro”, and state that the board of directors has reviewed the representations and warranties of Seller in Section 4 contained herein; (ii) the performance of this Agreement and that to compliance by Seller with all covenants contained herein; and (iii) the best satisfaction of the board all conditions precedent of directors’ knowledge, such representations and warranties are true and correct in all material respects as of the date hereof and as of the Closing Date. (l) evidence of marketing approval from the United States Federal Drug Administration for AndrofloSeller contained herein; (md) the following certificates, establishing that Seller is in existence and is in good standing to transact business in the respective states: (i) FOR MENTERGY, INC: Delaware (September 19,2002) (ii) FOR GILAT-ALLEN COMMUNICATIONS INC: New York (September 19, 2002), Xxxxxxxx (Xeptember 19, 2002), Utah (September 20, 2002) (iii) FOR LEARNLINC CORPORATION: Delaware (September 19, 2002), New York (September 25, 2002) (e) a transferable, fully paid, exclusive, worldwide license with respect to Bill of Sale executed by Seller in the Androflo and Androgram patents attached to Schedule 1(a) hereto; (n) a landlord estoppel certificate and assignment agreement with respect to the Real Property Leases; (o) a letter from the SAGE Group, Inc. (“SAGE”) releasing Masimo from any obligation or liability with respect to any fees, commissions, expenses or other rights SAGE may be entitled to as a result of the Closing; (p) a written notice delivered prior to the Closing Date to each employee of Seller indicating the treatment of outstanding stock options held by such employee; (q) evidence of termination and release of Liens related to the Assets, including without limitation, the liens held by the Bank of Montreal; (r) an letter from Xxxxxxxx Gage Xxxxx regarding certain intellectual property matters of Seller; (s) a form of press release to be issued after the Closing by Seller regarding the sale of the Assets to MasimoEXHIBIT A; (t) evidence that Seller has sent notices of termination with respect to each distribution agreement to which it is a party; (u) a side letter executed by Theratechnologies in a form acceptable to Masimo; (v) a consent to garnishment executed by the appropriate employee of Seller; (w) an executed Notice of Assignment of USFDA approvals; and (x) an Assignment and Assumption Agreement executed by Seller in the Disclosure Letter referred form of EXHIBIT B (the "Assignment and Assumption Agreement"); (g) an Assignment of Trademarks executed by Seller in the form of EXHIBIT C; (h) all authorizations, consents, approvals, permits and licenses required herein; (i) the Employee Releases; (j) such other instruments and documents as reasonably requested by Purchaser to in Section 10.7carry out and effect the purpose and intent of this Agreement. (k) Seller shall have delivered a release from Mentergy, Ltd. whereby Mentergy Ltd. releases any claim or lien on the Purchased Assets.

Deliveries of Seller. At the Closing, Seller shall deliver to Masimo deliver, or cause each of the followingLIG Companies to deliver, to Buyer: (a) all consentscertificates confirming (i) the due and valid incorporation or organization of each of the LIG Companies and (ii) the good standing of each of the LIG Companies from the secretary of state of the jurisdiction in which they are incorporated or organized, permits, authorizations, exemptions and approvals listed in Schedule 7.1(a)each dated within ten (10) Business Days of the Closing Date; (b) an executed Xxxx certificates (i) confirming the due qualification, authority to do business and good standing of Saleeach of the LIG Companies not incorporated or organized in the State of Louisiana from the Louisiana Secretary of State and (ii) from the Louisiana Department of Revenue and Taxation confirming that each of the LIG Companies is in "good standing" with the Louisiana Department of Revenue and Taxation each dated within ten (10) days of Closing Date; (c) an certificates representing one hundred percent (100%) of the shares of capital stock or other equity interests (if certificated) of each of the LIG Companies, with the certificates for the Shares duly endorsed or accompanied by stock powers duly executed General Assignment and Assumption Agreementin blank or duly executed instruments of transfer; (d) an executed Assignment a cross receipt acknowledging receipt of Patentsthe Purchase Price; (e) an executed Assignment of Trademark; (f) an Executive Employment Agreement, executed by Xxxxxx Xxxxx; (g) Employment Offer Letters, executed by the employees listed on Schedule 7.1(g) (the “Employment Letter”); (h) a Noncompetition Agreement, executed by Xxxxxx Xxxxxx (the “Noncompetition Agreement”); (i) a written opinion from Fasken Xxxxxxxxx XxXxxxxx LLP, dated the Closing Date and addressed to Masimo; (j) a release executed by each employee listed on Schedule 4.24 with respect to termination of his or her employment with Seller; (k) a certificate signed by Seller’s Chief Executive Officer dated the Closing Date, providing as attachments: (i) copies of resolutions approved by the board of directors from an authorized officer of Seller, certifying that the resolutions as attached to such certificate were duly adopted by the board of directors of Seller and that such resolutions remain in full force and effect,(ii) a true, correct and complete copy of the certificate of incorporation, and all amendments thereto, of Seller, which is in full force and effect dated as of the Closing Date, to the effect that the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied; (iiif) a true, correct and complete copy resignations of all of the bylaws directors of each LIG Company that is a corporation, and resignations of the managers of each LIG Company that is a limited liability company, and resignations of all officers of each of the LIG Companies (of their office but not employment) effective as of Closing; (g) written confirmation that all inter-company and Affiliate transactions (except for those listed on Schedule 6.13) involving a LIG Company and any AEP Affiliate have been terminated in accordance with the terms of this Agreement; (h) the minute books, stock or membership records, and all other company, business, tax and financial files and records, and seals of each of the LIG Companies; (i) evidence of the approvals of the Governmental Entities required of Seller which are in full force and effect as each of the Closing DateLIG Companies, as set forth on Schedule 3.4 and Schedule 4.3; (ivj) a true all premises occupied by any LIG Company, all computer systems and correct copy files maintained by any LIG Company and all other property of good standing certificate for Seller issued by any LIG Company; (k) the Enterprise Registrar Guarantee of American Electric Power Company, Inc., ("AEP") in the Province of Québec. The resolutions of the board of directors shall authorize and approve the execution by Seller of this Agreement and other documents related to this transaction, approve the consummation by Seller of the transactions contemplated by such agreements and documents, adopt a bylaw providing for a change of Seller’s corporate name to a name which does not contain the words “Andromed”, “Androflo”, “Androgram” or “Andro”, and state that the board of directors has reviewed the representations and warranties of Seller in Section 4 of this Agreement and that to the best of the board of directors’ knowledge, such representations and warranties are true and correct in all material respects form attached hereto as of the date hereof and as of the Closing Date.Exhibit B; (l) evidence any documents required to vest in the LIG Companies the rights and benefits available under the TRC Arrangements pursuant to the provisions of marketing approval from the United States Federal Drug Administration for AndrofloSection 6.21; (m) a transferablethe Transition Services Agreement, fully paid, exclusive, worldwide license with respect to the Androflo and Androgram patents attached to Schedule 1(a) heretoexecuted by Seller; (n) a landlord estoppel certificate and assignment agreement with respect evidence of the transfer to the Real Property Leases;appropriate LIG Companies, in form and substance reasonably satisfactory to Buyer, of the assets held by any Affiliate of the LIG Companies that are to be transferred in accordance with, and subject to the limitations set forth in Section 6.22 hereof. (o) a letter from such other agreements, consents, documents and instruments as are reasonably required to be delivered by Seller at or prior to the SAGE GroupClosing Date pursuant to this Agreement or otherwise reasonably required in connection herewith, Inc. (“SAGE”) releasing Masimo from any obligation including all such other instruments as Buyer or liability its counsel may reasonably request in connection with respect to any fees, commissions, expenses or other rights SAGE may be entitled to as a result the purchase of the ClosingShares contemplated hereby; (p) a written notice delivered prior an opinion of Seller's counsel, as to the Closing Date matters set forth in Schedule 2.5(c), in a form customary for transactions of this type and reasonably acceptable to each employee of Seller indicating the treatment of outstanding stock options held by such employeeBuyer and Buyer's counsel; (q) evidence a certificate in accordance with applicable Treasury Regulations issued pursuant to Section 1445 of termination and release of Liens related to the Assets, including without limitation, Code stating that Seller is not a "foreign person" (the liens held by the Bank of Montreal;"FIRPTA Certificate"); and (r) an letter from Xxxxxxxx Gage Xxxxx regarding certain intellectual property matters copies of Seller; (s) a form of press release recorded releases, reasonably acceptable to be issued after the Closing by Seller regarding the sale Buyer, of the Assets to Masimo; Caddis Financing and all other indebtedness (tother than indebtedness reflected on the Financial Statements as capitalized leases) evidence that Seller has sent notices of termination with respect to each distribution agreement to which it is a party; (u) a side letter executed by Theratechnologies in a form acceptable to Masimo; (v) a consent to garnishment executed by and Liens affecting the appropriate employee of Seller; (w) an executed Notice of Assignment of USFDA approvals; and (x) LIG Companies or the Disclosure Letter referred to in Section 10.7assets thereof.

Deliveries of Seller. At the Closing, Seller shall deliver to Masimo each of Purchaser the following, all of which shall be in a form satisfactory to counsel to Purchaser: (a) a copy of the resolutions of the Board of Directors and of the shareholders of Seller authorizing the execution, delivery and performance of this Agreement and all consents, permits, authorizations, exemptions related documents and approvals listed agreements to be executed by Seller in Schedule 7.1(a)connection therewith; (b) an a certificate of the Secretary of Seller certifying as to the incumbency of the directors and officers of Seller, certifying as to the signatures of such directors and officers who have executed Xxxx documents delivered at the Closing on behalf of SaleSeller, and certifying that certain documents provided to Purchaser, including Seller's Articles of Incorporation and Bylaws and the resolutions referred to in subsection (a) above, are true and correct copies of the originals thereof; (c) an executed General Assignment a certificate of the President of Seller, dated as of the Closing Date, as to (i) the truth and Assumption Agreementcorrectness of the representations and warranties of Seller contained herein; (ii) the performance of and compliance by Seller with all covenants contained herein; and (iii) the satisfaction of all conditions precedent of Seller contained herein; (d) an executed Assignment a certificate, dated within ten (10) days of Patentsthe Closing Date, of the Secretary of the State of California establishing that Seller is in existence and is in good standing to transact business in its state of incorporation; (e) an opinion of counsel to Seller opining as to the execution and delivery of this Agreement and the other documents and agreements to be executed Assignment pursuant hereto, the good standing and authority of TrademarkSeller, the enforceability of this Agreement and the other agreements and documents to be executed in connection herewith, and other matters reasonably requested by Purchaser; (f) an Executive Employment Agreement, a Bill of Sale executed by Xxxxxx XxxxxSeller in the form of EXHIBIT A; (gx) Employment Offer Letters, an Assignment and Assumption Agreement executed by Seller in the employees listed on Schedule 7.1(g) form of EXHIBIT B (the “Employment Letter”"Assignment and Assumption Agreement"); (h) a Noncompetition Agreementall authorizations, executed by Xxxxxx Xxxxxx (the “Noncompetition Agreement”)consents, approvals, permits and licenses referred to in SECTION 6.5; (i) a written opinion from Fasken Xxxxxxxxx XxXxxxxx LLP, dated the Closing Date Amendment Statements executed by IGC and addressed to MasimoLeeds; (j) a release an Assignment of Trademarks executed by each employee listed on Schedule 4.24 with respect to termination Seller in the form of his or her employment with SellerEXHIBIT C; (k) a certificate signed by Seller’s Chief Executive Officer dated the Closing Date, providing as attachments: (i) copies of resolutions approved by the board of directors of Seller, certifying that the resolutions as attached to such certificate were duly adopted by the board of directors of Seller and that such resolutions remain in full force and effect,(ii) a true, correct and complete copy of the certificate of incorporation, and all amendments thereto, of Seller, which is in full force and effect as of the Closing Date, (iii) a true, correct and complete copy of the bylaws of Seller which are in full force and effect as of the Closing Date, and (iv) a true and correct copy of good standing certificate for Seller issued by the Enterprise Registrar of the Province of Québec. The resolutions of the board of directors shall authorize and approve the execution by Seller of this Agreement and other documents related to this transaction, approve the consummation by Seller of the transactions contemplated by such agreements and documents, adopt a bylaw providing for a change of Seller’s corporate name to a name which does not contain the words “Andromed”, “Androflo”, “Androgram” or “Andro”, and state that the board of directors has reviewed the representations and warranties of Seller in Section 4 of this Agreement and that to the best of the board of directors’ knowledge, such representations and warranties are true and correct in all material respects as of the date hereof and as of the Closing Date.Employee Releases; (l) evidence of marketing approval from the United States Federal Drug Administration for Androflo;Prepayments Statements; and (m) a transferable, fully paid, exclusive, worldwide license with respect such other instruments and documents as reasonably requested by Purchaser to carry out and effect the Androflo purpose and Androgram patents attached to Schedule 1(a) hereto; (n) a landlord estoppel certificate and assignment agreement with respect to the Real Property Leases; (o) a letter from the SAGE Group, Inc. (“SAGE”) releasing Masimo from any obligation or liability with respect to any fees, commissions, expenses or other rights SAGE may be entitled to as a result intent of the Closing; (p) a written notice delivered prior to the Closing Date to each employee of Seller indicating the treatment of outstanding stock options held by such employee; (q) evidence of termination and release of Liens related to the Assets, including without limitation, the liens held by the Bank of Montreal; (r) an letter from Xxxxxxxx Gage Xxxxx regarding certain intellectual property matters of Seller; (s) a form of press release to be issued after the Closing by Seller regarding the sale of the Assets to Masimo; (t) evidence that Seller has sent notices of termination with respect to each distribution agreement to which it is a party; (u) a side letter executed by Theratechnologies in a form acceptable to Masimo; (v) a consent to garnishment executed by the appropriate employee of Seller; (w) an executed Notice of Assignment of USFDA approvals; and (x) the Disclosure Letter referred to in Section 10.7this Agreement.

Deliveries of Seller. At On the ClosingClosing Date, Seller shall deliver to Masimo each of the followingDIC Parties: (a) all consentsA receipt duly issued by Seller for the payment of the portion of the Purchase Price referenced in Section 2.3, permits, authorizations, exemptions and approvals listed substantially in Schedule 7.1(athe form attached hereto as Exhibit 8.2(a); (b) an executed Xxxx Subject to Section 6.10, letters of Sale; (c) an executed General Assignment and Assumption Agreement; (d) an executed Assignment of Patents; (e) an executed Assignment of Trademark; (f) an Executive Employment Agreementresignation, executed by Xxxxxx Xxxxx; (g) Employment Offer Letters, executed by the employees listed on Schedule 7.1(g) (the “Employment Letter”); (h) a Noncompetition Agreement, executed by Xxxxxx Xxxxxx (the “Noncompetition Agreement”); (i) a written opinion from Fasken Xxxxxxxxx XxXxxxxx LLP, dated the Closing Date and addressed to Masimo; (j) a release executed by each employee listed on Schedule 4.24 with respect to termination of his or her employment with Seller; (k) a certificate signed by Seller’s Chief Executive Officer dated the Closing Date, providing as attachments: (i) copies of resolutions approved by the board of directors of Seller, certifying that the resolutions as attached to such certificate were duly adopted by the board of directors of Seller and that such resolutions remain in full force and effect,(ii) a true, correct and complete copy of the certificate of incorporation, and all amendments thereto, of Seller, which is in full force and effect effective as of the Closing Date, of each Seller Director from each position each such Seller Director occupies with respect to the Company or Cellcom, and any such other writing that otherwise removes said directors from such positions in accordance with the Cellcom JV Agreement, Cellcom's articles of association and/or the Equity Rights Agreements; (iiic) a trueThe documents required to be delivered pursuant to Sections 7.2(a), correct (b) and complete copy (c); (d) A mutual release pursuant to Section 13.18 ("Mutual Release") duly executed by Seller; (e) Copies of the bylaws Required Regulatory Approvals described in Section 7.1(b) (to the extent deliverable); (f) A certificate of the secretary or an assistant secretary of each of Seller which and Seller Parent dated as of the Closing Date certifying resolutions of the board of directors of each of Seller and Seller Parent approving and authorizing the execution, delivery and performance by Seller and Seller Parent of this Agreement and the Acquisition Documents, and, to the extent applicable, the consummation of the transactions contemplated hereby and thereby and that such resolutions were duly adopted and are in full force and effect as of (together with an incumbency and signature certificate regarding the Closing Date, and (ivofficer(s) a true and correct copy of good standing certificate for Seller issued by the Enterprise Registrar of the Province of Québec. The resolutions of the board of directors shall authorize and approve the execution by Seller of this Agreement and other documents related to this transaction, approve the consummation by Seller of the transactions contemplated by such agreements and documents, adopt a bylaw providing for a change signing on behalf of Seller’s corporate name to a name which does not contain the words “Andromed”, “Androflo”, “Androgram” or “Andro”, and state that the board of directors has reviewed the representations and warranties of Seller in Section 4 of this Agreement and that to the best of the board of directors’ knowledge, such representations and warranties are true and correct in all material respects as of the date hereof and as of the Closing Date. (l) evidence of marketing approval from the United States Federal Drug Administration for Androflo; (m) a transferable, fully paid, exclusive, worldwide license with respect to the Androflo and Androgram patents attached to Schedule 1(a) hereto; (n) a landlord estoppel certificate and assignment agreement with respect to the Real Property Leases; (o) a letter from the SAGE Group, Inc. (“SAGE”) releasing Masimo from any obligation or liability with respect to any fees, commissions, expenses or other rights SAGE may be entitled to as a result of the Closing; (p) a written notice delivered prior to the Closing Date to each employee of Seller indicating the treatment of outstanding stock options held by such employee; (q) evidence of termination and release of Liens related to the Assets, including without limitation, the liens held by the Bank of Montreal; (r) an letter from Xxxxxxxx Gage Xxxxx regarding certain intellectual property matters of Seller; (s) a form of press release to be issued after the Closing by Seller regarding the sale of the Assets to Masimo; (t) evidence that Seller has sent notices of termination with respect to each distribution agreement to which it is a party; (u) a side letter executed by Theratechnologies in a form acceptable to Masimo; (v) a consent to garnishment executed by the appropriate employee of Seller; (w) an executed Notice of Assignment of USFDA approvals); and (xg) An assignment and assumption agreement, duly executed by Seller validly assigning all of Seller's rights, interests, duties and obligations under the Disclosure Letter referred Shareholders Agreement and the Option Agreement to in Section 10.7Purchaser (the "Assignment Agreement").

Deliveries of Seller. At the Closing, Seller shall deliver or cause to Masimo each deliver to Buyer the following at or prior to the Closing: a) Escuela’s minutes book (“Libro de Actas”) and Escuela’s shareholders registry book (“Libro Registro de Socios”), where the Company’s and GIHE Sàrl’s ownership of the following: (a) all consents, permits, authorizations, exemptions and approvals listed in Schedule 7.1(a)Escuela Shares is registered; (b) an executed Xxxx Escuela’s books of Sale; contracts with the sole shareholder (c) an executed General Assignment and Assumption Agreement; (d) an executed Assignment of Patents; (e) an executed Assignment of Trademark; (f) an Executive Employment Agreement, executed by Xxxxxx Xxxxx; (g) Employment Offer Letters, executed by the employees listed on Schedule 7.1(g) (the “Employment LetterLibro de Contratos con el Socio Unico”); (hc) a Noncompetition Agreement, executed by Xxxxxx Xxxxxx (Gesthôtel’s share register indicating the “Noncompetition Agreement”)Buyer as sole shareholder with voting right; (id) a written opinion from Fasken Xxxxxxxxx XxXxxxxx LLP, dated LEO’s share register evidencing the Closing Date and addressed to MasimoCompany’s ownership of the Shares; e) letters of resignation from their functions as managers (j) a release executed by each employee listed on Schedule 4.24 with respect to termination of his or her employment with Seller; (k) a certificate signed by Seller’s Chief Executive Officer dated the Closing Dategérants), providing board members and/or officers, as attachments: (i) copies of resolutions approved by the board of directors of Sellerapplicable, certifying that the resolutions as attached to such certificate were duly adopted by the board of directors of Seller and that such resolutions remain in full force and effect,(ii) a true, correct and complete copy of the certificate of incorporation, Company and all amendments thereto, of Seller, which is the Subsidiaries in full force form and effect as of substance reasonably agreed between the Closing Date, (iii) a true, correct and complete copy of the bylaws of Seller which are in full force and effect as of the Closing Date, and (iv) a true and correct copy of good standing certificate for Seller issued by the Enterprise Registrar of the Province of Québec. The resolutions Parties of the board of directors shall authorize and approve members designated by the execution by Seller of this Agreement and other documents related to this transaction, approve Buyer at the consummation by Seller of the transactions contemplated by such agreements and documents, adopt a bylaw providing for a change of Seller’s corporate name to a name which does not contain the words “Andromed”, “Androflo”, “Androgram” or “Andro”, and state that the board of directors has reviewed the representations and warranties of Seller in Section 4 of this Agreement and that to the best of the board of directors’ knowledge, such representations and warranties are true and correct in all material respects as of the date hereof and as of the Closing Date. latest five (l5) evidence of marketing approval from the United States Federal Drug Administration for Androflo; (m) a transferable, fully paid, exclusive, worldwide license with respect to the Androflo and Androgram patents attached to Schedule 1(a) hereto; (n) a landlord estoppel certificate and assignment agreement with respect to the Real Property Leases; (o) a letter from the SAGE Group, Inc. (“SAGE”) releasing Masimo from any obligation or liability with respect to any fees, commissions, expenses or other rights SAGE may be entitled to as a result of the Closing; (p) a written notice delivered Business Days prior to the Closing Date to each employee of Seller indicating (the treatment of outstanding stock options held by such employee“Resigning Directors”); (qf) evidence of termination and release of Liens related to the Assets, including without limitation, the liens held any required Tax degrouping agreement duly executed by the Bank of Montrealrelevant entities in accordance with Article 8.15; (rg) an letter from Xxxxxxxx Gage Xxxxx regarding certain intellectual property matters the Service Level Agreements duly executed by Laureate Education Inc; h) the 2015 Statutory Audited Financial Statements set forth in Article 8.10(a); i) documents evidencing the satisfaction of the conditions precedent set forth in Article 3.2.1 and 3.2.2; j) the non-competition agreements in the same form as the templates set forth in Exhibit 8.11(a) and Exhibit 8.11(b) duly executed by the Seller; (sk) a the agreements in relation to co-branded programs substantially in the same form of press release to be issued after as the Closing by Seller regarding the sale of the Assets to Masimo; (t) evidence that Seller has sent notices of termination with respect to each distribution agreement to which it is a party; (u) a side letter executed by Theratechnologies templates set forth in a form acceptable to Masimo; (v) a consent to garnishment Exhibit 8.13 duly executed by the appropriate employee of Seller; (w) an executed Notice of Assignment of USFDA approvals; and (xl) the Disclosure Letter executed agreements or any document in connection with and evidencing the transfer of the share of the Moroccan Laureate entity referred to in Section 10.7Exhibit 6.6.3; m) a copy of any power of attorney under which any of the actions referred to in this Article 3.3 are executed, including evidence reasonably satisfactory to Buyer of the authority of any person signing on behalf of any of the Seller.

Deliveries of Seller. At the Closing, Seller and Company shall deliver to Masimo each of the followingPurchaser: (a) all consents, permits, authorizations, exemptions and approvals listed in Schedule 7.1(a); (b) an executed Xxxx of Sale; (c) an executed General Assignment and Assumption Agreement; (d) an executed Assignment of Patents; (e) an executed Assignment of Trademark; (f) an Executive Employment Agreement, executed by Xxxxxx Xxxxx; (g) Employment Offer Letters, executed by the employees listed on Schedule 7.1(g) (the “Employment Letter”); (h) a Noncompetition Agreement, executed by Xxxxxx Xxxxxx (the “Noncompetition Agreement”); (i) a written opinion from Fasken Xxxxxxxxx XxXxxxxx LLP, dated certificate of good standing for each of Seller and the Company issued within five (5) days of the Closing Date and addressed to Masimoby the Secretary of State of Delaware; (jii) a release true, accurate and complete copy of (A) the Restated Operating Agreement, executed by Seller, and which shall be consistent with the terms and conditions set forth in Exhibit A and otherwise in form and substance mutually agreed to between Seller and Purchaser, and (B) each employee listed on Schedule 4.24 with respect to termination of his or her employment with Sellerother Seller Document, in each case duly executed by Seller and/or the Company, as the case may be; (kiii) a true, accurate and complete copy of the fully executed Assignment Document, including the Embraer Consent, together with a true, accurate and complete original copy of each of the other Embraer Contracts; (iv) all consents, assignments, authorizations and approvals necessary for Seller and the Company to consummate in full the transactions contemplated by this Agreement, each duly executed and in a form reasonably satisfactory to Purchaser; (v) a certificate signed by Seller’s Chief Executive Officer dated of a duly authorized officer of Seller certifying as true and correct the Closing Date, providing as attachmentsfollowing: (iA) copies the incumbency and specimen signature of resolutions approved by the board each officer of directors Seller and Company executing this Agreement or any Seller Document; (B) a copy of Seller, certifying that the resolutions as attached to such certificate were duly adopted by of the board of directors of Seller authorizing the execution, delivery and that such resolutions remain in full force performance by Seller and/or the Company, as the case may be, of this Agreement, the Restated Operating Agreement, the Embraer Consent, the Assignment Document, the other Seller Documents, and effect,(iiall transactions contemplated hereby and thereby, and (C) a true, correct and complete copy of the certificate resolutions of incorporationthe Manager and sole member of the Company authorizing the execution, delivery and performance by the Company of this Agreement, the Restated Operating Agreement, the Seller Documents to which the Company is or will be a party, and all amendments thereto, of Seller, which is in full force transactions contemplated hereby and effect as of the Closing Date, thereby; and (iiivi) a true, correct and complete copy of the bylaws of Seller which are in full force and effect as of the Closing Date, and (iv) a true and correct copy of good standing certificate for Seller issued by the Enterprise Registrar of the Province of Québec. The resolutions of the board of directors shall authorize and approve the execution all other documents required to be delivered by Seller of this Agreement and other documents related or the Company to this transaction, approve the consummation by Seller of the transactions contemplated by such agreements and documents, adopt a bylaw providing for a change of Seller’s corporate name to a name which does not contain the words “Andromed”, “Androflo”, “Androgram” Purchaser at or “Andro”, and state that the board of directors has reviewed the representations and warranties of Seller in Section 4 of this Agreement and that to the best of the board of directors’ knowledge, such representations and warranties are true and correct in all material respects as of the date hereof and as of the Closing Date. (l) evidence of marketing approval from the United States Federal Drug Administration for Androflo; (m) a transferable, fully paid, exclusive, worldwide license with respect to the Androflo and Androgram patents attached to Schedule 1(a) hereto; (n) a landlord estoppel certificate and assignment agreement with respect to the Real Property Leases; (o) a letter from the SAGE Group, Inc. (“SAGE”) releasing Masimo from any obligation or liability with respect to any fees, commissions, expenses or other rights SAGE may be entitled to as a result of the Closing; (p) a written notice delivered prior to the Closing Date to each employee of Seller indicating the treatment of outstanding stock options held by such employee; (q) evidence of termination and release of Liens related pursuant to the Assets, including without limitation, the liens held by the Bank terms of Montreal; (r) an letter from Xxxxxxxx Gage Xxxxx regarding certain intellectual property matters of Seller; (s) a form of press release to be issued after the Closing by Seller regarding the sale of the Assets to Masimo; (t) evidence that Seller has sent notices of termination with respect to each distribution agreement to which it is a party; (u) a side letter executed by Theratechnologies in a form acceptable to Masimo; (v) a consent to garnishment executed by the appropriate employee of Seller; (w) an executed Notice of Assignment of USFDA approvals; and (x) the Disclosure Letter referred to in Section 10.7this Agreement or as Purchaser may otherwise reasonably request.