Other Closing Deliverables. Seller shall have received the Closing deliverables set forth in Section 3.2(b).
Other Closing Deliverables. Each Stockholder shall have delivered or shall have caused to be delivered to Purchaser the closing deliverables contemplated by Section 1.2(b)(i).
Other Closing Deliverables. Purchaser shall have executed and delivered to Seller and the Company the items and documents set forth in Section 2.01(c).
Other Closing Deliverables. The Borrowers shall have delivered to the Lender, in each case in form and substance reasonably satisfactory to the Lender, each of the other agreements, instruments, certificates and items set forth in the closing checklist or schedule of closing documents most recently provided by the Lender (or its counsel) to the Borrowers (or their counsel).
Other Closing Deliverables. Purchaser shall have received all of the agreements and documents set forth in Section 2.2, each of which shall be in full force and effect.
Other Closing Deliverables. Buyer and Seller shall furnish or execute and deliver (as applicable), the certificates, agreements and instruments required hereunder as a condition to closing and/or closing deliverable, including, without limitation, as set forth in Sections 9 and 10 hereof.
Other Closing Deliverables. At the Closing, the parties shall deliver the following:
(a) Seller shall deliver to Buyer documentation acceptable to Buyer demonstrating that their respective signatories to this Agreement are duly authorized to execute the Agreement on their behalf.
(b) Seller shall deliver to Buyer an Assignment and Amendment No. 1 to the PRA Agreement dated as of the Effective Date among PRA, AOI and Buyer (the “PRA Assignment”), in form and substance satisfactory to Buyer, duly executed by AOI and PRA.
(c) Seller shall deliver to Buyer an Assignment of that certain Services Agreement dated October 18, 2004 between Resistys and Hesperion Ltd., as amended by COS#1 dated December 6, 2005 and COS#2 dated April 12, 2007 (the “Hesperion Assignment”), in form and substance satisfactory to Buyer.
(d) Seller shall deliver to Buyer the Licensor’s consent in writing to the assignment of the License Agreement and the Supply Agreement contemplated hereby, in form and substance satisfactory to Buyer.
(e) Seller shall deliver to Buyer all other consents and approvals required of third parties with respect to the transactions contemplated in this Agreement, in form and substance satisfactory to Buyer, including copies of the approvals of the Boards of Directors of each Seller and of the approval of the shareholders of Resistys and AOI certified by the Secretary of each Seller.
(f) AOI shall deliver to Buyer such documents and instruments as are necessary or desirable to transfer the sponsorship of the RP101 IND to Buyer, in form and substance satisfactory to Buyer.
(g) Seller shall deliver to Buyer physical copies of the Assumed Agreements, Seller IP Rights, Regulatory Filings, Manufacturing Information and Research and Development Materials and all Books and Records related thereto.
(h) AOI shall deliver to Buyer evidence of the conversion of at least 75% of the debt owed by AOI to Chopin Opus One, L.P. into equity of AOI, in form and substance reasonably satisfactory to Buyer. For the avoidance of doubt, the balance of said debt shall be included in the list of Creditors set forth in Schedule 5.3 of the Disclosure Schedule and shall be paid by the Escrow Agent within thirty (30) days after Closing pursuant to Section 4.1 unless theretofore converted.
(i) Buyer shall pay the Licensor the RESprotect Invoices in the amount of Three Hundred Sixty-Five Thousand Four Hundred Seventy-Four United States Dollars (US$365,474).
(j) Buyer shall deliver to Seller appropriate documentation (in ...
Other Closing Deliverables. The Company shall cause all of the closing deliverables required to be delivered by it pursuant to Section 1.4(b) (and not otherwise specifically addressed by this Article V) to be delivered to Parent at or prior to the Closing and Parent shall cause all of the closing deliverables required to be delivered by it pursuant to Section 1.4(c) (and not otherwise specifically addressed by this Article V) to be delivered to the Company at or prior to the Closing.
Other Closing Deliverables. The Company shall have delivered to each Investor at the Initial Closing the following:
(a) a certificate executed by the Company’s Chief Executive Officer or President on behalf of the Company, certifying that the conditions specified in Sections 4.1 and 4.2 have been satisfied.
(b) a certificate of the Delaware Secretary of State, a certificate of the Texas Secretary of State and a certificate of account status from the Texas Comptroller of Public Accounts with respect to the good standing of the Company.
(c) a certificate of the Company executed by the Company’s Secretary attaching and certifying to the truth and correctness of (1) the Restated Certificate, (2) the Bylaws and (3) the board and stockholder resolutions adopted in connection with the transactions contemplated by this Agreement.
(d) an opinion from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, the Company’s general corporate counsel, dated as of the date of the Initial Closing, in substantially the form attached as Exhibit D.
Other Closing Deliverables. At the Closing, upon the terms and subject to the conditions contained, herein:
(i) the Company shall deliver to Buyer the certificates to be provided pursuant to Section 8.2(a) and Section 8.2(b);
(ii) Buyer shall deliver to the Company the certificate to be provided pursuant to Section 8.3(a) and Section 8.3(b);
(iii) the Company shall deliver to Buyer a certification complying with the provisions of Treasury Regulations Section 1.1445-11T(d)(2), in the form attached hereto as Exhibit C-1; provided, however, that Buyer’s sole recourse in the event that the obligation set forth in this clause (iii) is not satisfied is to withhold Taxes in accordance with and subject to the terms of Section 3.11 (Withholding);
(iv) each Blockerco shall deliver to Buyer a certificate from such Blockerco complying with the provisions of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3), in the form attached hereto as Exhibit C-2; provided, however, that Buyer’s sole recourse in the event that the obligations set forth in this clause (iv) are not satisfied is to withhold taxes in accordance with and subject to the terms of Section 3.11 (Withholding);
(v) the Company shall deliver to Buyer evidence reasonably satisfactory to Buyer of the release of any Liens that secure the Company’s or any Subsidiary’s obligations under the Existing Debt Agreements and any other Debt;
(vi) the Company shall deliver or cause to be delivered to Buyer a duly executed letter of resignation from each director, manager or officer of the Blockercos, the Company or the Subsidiaries, other than those directors, managers or officers identified in writing by Buyer no later than three (3) Business Days prior to the Closing Date; and
(vii) the Buyer and the Equityholders’ Representative shall each deliver to the Escrow Agent and each other an executed copy of the Escrow Agreement.
