Common use of Documents to be Delivered by Buyer Clause in Contracts

Documents to be Delivered by Buyer. Buyer and ICN shall deliver the following documents to Seller on the Closing Date: a) certificates of good standing of Buyer issued by Puerto Rico and ICN issued by the State of Delaware as of a date not more than 20 days prior to the Closing Date; b) a notarized secretary's certificate of the secretary or assistant secretary of Buyer and ICN in respect of (i) each of its officers who is authorized to execute and deliver this Agreement and all other Documents to be executed by Buyer and ICN in connection with the Agreement, (ii) certified copies of the Certificate of Incorporation and Bylaws of Buyer and ICN, and (iii) resolutions of the Board of Directors of Buyer and ICN authorizing the making and performance by Buyer and ICN of this Agreement and each of the Buyer's and ICN's Documents and the consummation of the transactions contemplated hereby and thereby; c) an executed counterpart of the Toll Manufacturing Agreement, the Lease, leased employee agreement and any other agreement as contemplated by Buyer and Seller in form and substance acceptable to the Buyer, as well as a purchase money first mortgage lien on the property to secure Buyer's production of Seller and its affiliates products after the Closing; d) an assumption of leases of certain items of Equipment; e) guarantees by ICN in form and substance satisfactory to Seller; f) an agreement in form acceptable to counsel for Seller and Buyer, regarding Buyer's and Buyer's affiliates non-use and non-disclosure of any know-how or confidential information or equipment inherent in the products and the manufacture of such products of Seller or its affiliates; and g) such other documents as Seller may reasonably require for the consummation of the transactions contemplated by this Agreement.

Documents to be Delivered by Buyer. At the Closing, Buyer and ICN shall deliver the following documents to Seller on the Closing Date---------------------------------- shall: (a) certificates of good standing of Buyer issued by Puerto Rico and ICN issued by the State of Delaware as of a date not more than 20 days prior Deliver to the Closing Date; b) Shareholders, Warrantholder, Royal Hospitality, the Company and Surgi-Pack a notarized secretary's certificate of the secretary or assistant secretary of Buyer incumbency and ICN in respect of (i) each of its officers who is authorized to execute and deliver this Agreement and all other Documents to be executed by Buyer and ICN in connection with the Agreement, (ii) certified copies a copy of the Certificate of Incorporation and Bylaws of Buyer and ICN, and (iii) resolutions of adopted by the Board of Directors of Buyer and ICN Buyer, authorizing the making execution and performance by Buyer and ICN delivery of this Agreement and each of the Buyer's and ICN's Documents and the consummation of the transactions contemplated hereby and therebyhereby, duly certified as of the Closing Date by the Secretary or an Assistant Secretary of Buyer; (b) Deliver to the Shareholders, Warrantholder, Royal Hospitality, the Company and Surgi-Pack a certificate of good standing or its equivalent dated note more than thirty (30) days prior to the Closing Date, attesting to the good standing of Buyer as a corporation under the laws of the state of its incorporation or organization; (c) an executed counterpart To the extent any consents or approvals shall be necessary to any of the Toll Manufacturing Agreementtransactions herein contemplated, Buyer shall deliver to the Shareholders, Warrantholder, Royal Hospitality, the Lease, leased employee agreement Company and any other agreement Surgi-Pack upon request copies of all such consents or approvals as contemplated obtained by Buyer and Seller in form and substance acceptable Buyer; (d) Deliver the Escrowed Consideration to the Buyer, as well as a purchase money first mortgage lien on Escrow Account according to the property terms of the Escrow Agreement and deliver to secure Buyer's production of Seller Royal Hospitality and its affiliates products after Warrantholder the Closing; d) an assumption of leases of certain items of Equipment; e) guarantees by ICN in form and substance satisfactory to Seller; f) an agreement in form acceptable to counsel for Seller and Buyer, regarding Buyer's and Buyer's affiliates non-use and non-disclosure of any know-how or confidential information or equipment inherent in the products and the manufacture of such products of Seller or its affiliatesClosing Payment; and g(e) such Execute and deliver to the Shareholders, Warrantholder, Royal Hospitality, the Company and Surgi-Pack the Other Agreements, as applicable, and any and all instruments of sale, assignment and transfer and other documents as Seller may reasonably require for requested by the consummation of Shareholders, Warrantholder, Royal Hospitality, the Company and Surgi-Pack in order to facilitate the transactions contemplated by this Agreementhereby.

Documents to be Delivered by Buyer. At the Closing, Buyer ---------------------------------- Buyer shall: (a) Execute and ICN shall deliver the following documents to Seller on any and all documents identified in Section 13.1(a), if and to the extent appropriate that Buyer execute the same in order to effect the transactions contemplated hereby, including but not limited to the assignment and assumption agreements specified in Section 13.1(a)(iv); (b) Deliver to Seller certificates of a duly authorized officer of Buyer to the effect that Buyer's representations and warranties in Article 4 are true as of the Closing Date:, and that Buyer has complied in all material respects with each covenant required to be performed by it on or prior to the Closing Date and a certificate of incumbency and copies of the resolutions adopted by Buyer, authorizing the execution and delivery of this Agreement and the consummation of the purchase of Assets, the assumption of the Assumed Liabilities and the other transactions contemplated hereby, duly certified as of the Closing Date by the Secretary or Assistant Secretary of Buyer; a(c) certificates Deliver to Seller a certificate of good standing of Buyer issued by Puerto Rico and ICN issued by the State of Delaware as of a date or its equivalent, dated not more than 20 ten days prior to the Closing Date, attesting to the good standing of Buyer as a corporation under the laws of the State of Illinois; b(d) a notarized secretary's certificate of To the secretary extent any consents or assistant secretary of Buyer and ICN in respect of (i) each of its officers who is authorized approvals shall be necessary to execute and deliver this Agreement and all other Documents to be executed by Buyer and ICN in connection with the Agreement, (ii) certified copies of the Certificate of Incorporation and Bylaws of Buyer and ICN, and (iii) resolutions of the Board of Directors of Buyer and ICN authorizing the making and performance by Buyer and ICN of this Agreement and each of the Buyer's and ICN's Documents and the consummation any of the transactions contemplated hereby and therebyherein contemplated, or to the sale of the Assets or the assumption of the Assumed Liabilities, Buyer shall deliver to Seller upon request copies of all such consents or approvals as obtained by Buyer; c) an executed counterpart of the Toll Manufacturing Agreement, the Lease, leased employee agreement and any other agreement as contemplated by Buyer and Seller in form and substance acceptable to the Buyer, as well as a purchase money first mortgage lien on the property to secure Buyer's production of Seller and its affiliates products after the Closing; d) an assumption of leases of certain items of Equipment; (e) guarantees by ICN in form and substance satisfactory Deliver to Seller; f) an agreement in form acceptable Seller the Cash Purchase Price pursuant to counsel for Seller and Buyer, regarding Buyer's and Buyer's affiliates non-use and non-disclosure of any know-how or confidential information or equipment inherent in the products and the manufacture of such products of Seller or its affiliatesSection 1.3 above; and g(f) such other documents Deliver to Seller an opinion of Xxxx, Gerber & Xxxxxxxxx in substantially the form attached hereto as Seller may reasonably require for the consummation of the transactions contemplated by this Agreement.Exhibit I. ---------

Documents to be Delivered by Buyer. At the Closing, the Buyer and ICN shall deliver the following documents to Seller on the Closing Dateshall: (a) certificates of good standing of Buyer issued by Puerto Rico and ICN issued by the State of Delaware as of a date not more than 20 days prior Deliver to the Closing Date; b) a notarized secretary's certificate of the secretary or assistant secretary of Buyer and ICN in respect of (i) each of its officers who is authorized to execute and deliver this Agreement and all other Documents to be executed by Buyer and ICN in connection with the Agreement, (ii) Seller certified copies of the Certificate of Incorporation and Bylaws of Buyer and ICN, and (iii) resolutions of adopted by the Board Boards of Directors of Buyer and ICN of Parent, authorizing the making execution and performance by Buyer and ICN delivery of this Agreement and each of the Buyer's and ICN's Documents and the consummation of the transactions contemplated hereby hereby, duly certified as of the Closing Date by the Secretary of Buyer and therebySecretary of Parent, respectively; (b) Deliver to the Seller Certificate of Good Standing or their equivalent, dated not more than ten days prior to the Closing Date, attesting to the good standing of Buyer as a corporation under the laws of the State of Delaware and as a foreign corporation under the laws of the State of Texas, and attesting to the good standing of Parent in the State of Nevada; (c) Deliver to the Seller certificates, respectively executed by an executed counterpart officer or any Vice President of Buyer and Parent, dated as of the Toll Manufacturing Closing Date, certifying that all of the representations and warranties of Buyer and Parent contained herein are true and correct on the Closing Date; (d) To the extent any consents or approvals shall be necessary to any of the transactions herein contemplated, or to the effective transfer of any of the Assets, deliver to the Seller copies of all such consents or approvals as obtained by Buyer; (e) Execute and deliver the Escrow Agreement, the Lease, leased employee agreement Registration Agreement and any other agreement as contemplated by Buyer and Seller in form and substance acceptable the Noncompetition Agreements; (f) Deliver the applicable number of shares of Parent Common Stock to the BuyerEscrow Agent and Transfer Agent, respectively, as well as a purchase money first mortgage lien on the property to secure Buyer's production of Seller and its affiliates products after the Closing; d) an assumption of leases of certain items of Equipment; e) guarantees required by ICN in form and substance satisfactory to Seller; f) an agreement in form acceptable to counsel for Seller and Buyer, regarding Buyer's and Buyer's affiliates non-use and non-disclosure of any know-how or confidential information or equipment inherent in the products and the manufacture of such products of Seller or its affiliatesSection 1.2 hereof; and (g) such other documents Deliver to the Seller opinions of Thomxxxx Xxxxxx XXX and of Nevada counsel to the Parent, in form reasonably satisfactory to the Seller as Seller may reasonably require for to the consummation of the transactions contemplated by this Agreementmatters set forth in Exhibit H attached hereto and made a part hereof.