Common use of Purchaser Deliverables Clause in Contracts

Purchaser Deliverables. Purchaser shall deliver to Seller (or to Company as expressly provided below), at or prior to the Closing, each of the following: (A) the Estimated Cash Consideration, the LVMH Note duly executed by Purchaser and the G-III Stock Consideration (which may be evidenced by delivery of an instruction letter from Purchaser to its transfer agent, reasonably acceptable to Seller, irrevocably instructing such transfer agent to issue the G-III Stock Consideration to Seller, in a physical stock certificate or in book-entry form as directed by Seller, and a written acknowledgment from such transfer agent as to its receipt of and agreement to comply with such irrevocable instructions); (B) cash to the Company in an amount sufficient to pay off all Financial Debt (including the LVMH Intercompany Debt which shall be paid at Closing), which cash shall be used by the Company and its Subsidiaries to repay all Financial Debt (including the LVMH Intercompany Debt which shall be paid at Closing but not the items listed on Appendix B) and Purchaser and Seller shall cause the repayment of the LVMH Intercompany Debt to occur at the Closing; (C) a certificate executed on behalf of Purchaser by an officer of Purchaser representing and warranting that the conditions set forth in Section 7.3(b) have been satisfied; (D) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Purchaser certifying as to the resolutions adopted by the board of directors of such entity authorizing the execution, delivery and performance of this Agreement and the consummation of the Transaction and the other transactions contemplated by this Agreement; (E) a counterpart, duly executed by the Purchaser, of an Assignment and Assumption Agreement, in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”); and (F) a counterpart, duly executed by the Purchaser, of a Registration Rights Agreement, in the form attached hereto as Exhibit D (the “Registration Rights Agreement”).

Purchaser Deliverables. At the Closing, Purchaser shall deliver to Seller Novartis: (or a) an amount equal to Company the Closing Payment, by wire transfer of immediately available funds to an account of Novartis designated in writing by Novartis to Purchaser at least three (3) Business Days prior to the Closing Date; (b) a certificate duly executed by an authorized officer of Purchaser, dated as expressly provided below)of the Closing Date, at or certifying that: i. Purchaser has performed in all material respects all of the covenants and agreements required to be performed by it pursuant to this Agreement prior to the Closing, ; and (1) each of the following:representations and warranties of Purchaser contained herein (other than those representations and warranties contained in Clauses 13.1(c) and 13.1(e)) shall be true and correct in all material respects on and as of the date of this Agreement and on and as of the Closing Date and (2) each of the representations and warranties of Purchaser contained herein that are qualified by materiality, Material Adverse Effect, or similar phrases and those representations and warranties contained in Clauses 13.1(c) and 13.1(e) shall be true and correct in all respects on and as of the date of this Agreement and on and as of the Closing Date (except, in each case, to the extent such representations and warranties address matters as of particular dates, in which case, such representations and warranties shall be true and correct in all material respects or in all respects, as the case may be on and as of such dates); 22 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions (A) the Estimated Cash Consideration, the LVMH Note duly executed by Purchaser and the G-III Stock Consideration (which may be evidenced by delivery of an instruction letter from Purchaser to its transfer agent, reasonably acceptable to Seller, irrevocably instructing such transfer agent to issue the G-III Stock Consideration to Seller, in a physical stock certificate or in book-entry form as directed by Seller, and a written acknowledgment from such transfer agent as to its receipt of and agreement to comply with such irrevocable instructions); (B) cash to the Company in an amount sufficient to pay off all Financial Debt (including the LVMH Intercompany Debt which shall be paid at Closing), which cash shall be used by the Company and its Subsidiaries to repay all Financial Debt (including the LVMH Intercompany Debt which shall be paid at Closing but not the items listed on Appendix B) and Purchaser and Seller shall cause the repayment of the LVMH Intercompany Debt to occur at the Closing; (Cc) a certificate counterpart of each Ancillary Agreement to which Purchaser or any of its Affiliates is a party, duly executed on behalf of Purchaser by an officer of Purchaser representing and warranting that the conditions set forth in Section 7.3(b) have been satisfiedor such Affiliates; (Dd) a certificate the irrevocable bank guarantee for $75,000,000 of the Secretary or Anniversary Payment as required by Clause 9.2(b); (e) an Assistant Secretary (or equivalent officer) of Purchaser certifying as to the resolutions adopted by the board of directors of such entity authorizing the execution, delivery and performance of this Agreement and the consummation irrevocable guarantee for $14,000,000 of the Transaction Anniversary Payment by PDL as required by Clause 9.2(b); and (f) such other documents or instruments Novartis reasonably request and are reasonably necessary or advisable to consummate the other transactions contemplated by this Agreement; (E) a counterpart, duly executed by the Purchaser, of an Assignment and Assumption Agreement, in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”); and (F) a counterpart, duly executed by the Purchaser, of a Registration Rights Agreement, in the form attached hereto as Exhibit D (the “Registration Rights Agreement”).

Purchaser Deliverables. Purchaser shall deliver to Seller (or to Company as expressly provided below)deliver, at or prior to the ClosingClosing (subject to the timing set forth in Section 2.7), each of the following: a) to the Company, with respect to the holders of the Company Options who have tendered completed and executed Option Cancellation Agreements in accordance with the provisions of Section 2.6(c) of this Agreement, by wire transfer of immediately available funds, the aggregate gross amount of the Closing Merger Consideration payable in connection with the Closing to all such holders in respect of such Company Options in accordance with the terms of their respective Option Cancellation Agreements and Section 2.6(c) of this Agreement (Awhich aggregate gross amount to be so paid to the Company shall be reduced, on a dollar-for-dollar basis, by the sum of all Closing Option Payments which have already been paid to such holders), for further payment by the Company to such holders, less applicable withholdings, in accordance with such terms; b) the Estimated Cash ConsiderationSpecified Transaction Expenses, by wire transfer of immediately available funds, to each of the payees set forth in, and in accordance with, the LVMH Note duly amounts set forth in the Consideration Spreadsheet; c) to the Company, with respect to the “Change in Control Bonus Agreements” described at Schedule 2.2(b)(i)(c) and in the form attached as Exhibit B (the “Change in Control Agreements”), by wire transfer of immediately available funds, the aggregate gross amount payable with respect to the satisfaction thereof, to the extent such amount is specified in the Consideration Spreadsheet and has not already been paid by or on behalf of the Company immediately prior to the Closing, for further payment by the Company to the counterparties thereto, less applicable withholdings, in accordance with the terms thereof; d) the portion of the remaining Closing Merger Consideration (determined after giving effect to the foregoing payments described in Subsections 2.2(b)(i)(a), (b) and (c) above) payable, in accordance with the provisions of Section 2.7, to each holder of Company Stock who has tendered a Certificate(s) and Letter of Transmittal in accordance with the provisions of such Section; provided, that the respective amounts of the Initial Holdback Amount and Initial Escrow Amount shall be netted out of the portion of the Closing Merger Consideration payable to the Significant Shareholder; e) the Purchaser Closing Certificate referenced in Section 7.3(c), dated as of the Closing Date and executed on behalf of the Purchaser by an officer of the Purchaser; f) the Articles of Merger, dated as of the Closing Date and executed by Merger Sub; and g) the Escrow Agreement, executed by Purchaser and the G-III Stock Consideration (which may be evidenced by delivery of an instruction letter from Purchaser to its transfer agent, reasonably acceptable to Seller, irrevocably instructing such transfer agent to issue the G-III Stock Consideration to Seller, in a physical stock certificate or in book-entry form as directed by Seller, and a written acknowledgment from such transfer agent as to its receipt of and agreement to comply with such irrevocable instructions); (B) cash to the Company in an amount sufficient to pay off all Financial Debt (including the LVMH Intercompany Debt which shall be paid at Closing), which cash shall be used by the Company and its Subsidiaries to repay all Financial Debt (including the LVMH Intercompany Debt which shall be paid at Closing but not the items listed on Appendix B) and Purchaser and Seller shall cause the repayment of the LVMH Intercompany Debt to occur at the Closing; (C) a certificate executed on behalf of Purchaser by an officer of Purchaser representing and warranting that the conditions set forth in Section 7.3(b) have been satisfied; (D) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Purchaser certifying as to the resolutions adopted by the board of directors of such entity authorizing the execution, delivery and performance of this Agreement and the consummation of the Transaction and the other transactions contemplated by this Agreement; (E) a counterpart, duly executed by the Purchaser, of an Assignment and Assumption Agreement, in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”); and (F) a counterpart, duly executed by the Purchaser, of a Registration Rights Agreement, in the form attached hereto as Exhibit D (the “Registration Rights Agreement”)Escrow Agent.

Purchaser Deliverables. At the Closing, Purchaser shall deliver to Seller Novartis: (or a) an amount equal to Company the Closing Payment, by wire transfer of immediately available funds to an account of Novartis designated in writing by Novartis to Purchaser at least three (3) Business Days prior to the Closing Date; (b) a certificate duly executed by an authorized officer of Purchaser, dated as expressly provided below)of the Closing Date, at or certifying that: i. Purchaser has performed in all material respects all of the covenants and agreements required to be performed by it pursuant to this Agreement prior to the Closing, ; and (1) each of the following:representations and warranties of Purchaser contained herein (other than those representations and warranties contained in Clauses 13.1(c) and 13.1(e)) shall be true and correct in all material respects on and as of the date of this Agreement and on and as of the Closing Date and (2) each of the representations and warranties of Purchaser contained herein that are qualified by materiality, Material Adverse Effect, or similar phrases and those representations and warranties contained in Clauses 13.1(c) and 13.1(e) shall be true and correct in all respects on and as of the date of this Agreement and on and as of the Closing Date (except, in each case, to the extent such representations and warranties address matters as of particular dates, in which case, such representations and warranties shall be true and correct in all material respects or in all respects, as the case may be on and as of such dates); [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions (A) the Estimated Cash Consideration, the LVMH Note duly executed by Purchaser and the G-III Stock Consideration (which may be evidenced by delivery of an instruction letter from Purchaser to its transfer agent, reasonably acceptable to Seller, irrevocably instructing such transfer agent to issue the G-III Stock Consideration to Seller, in a physical stock certificate or in book-entry form as directed by Seller, and a written acknowledgment from such transfer agent as to its receipt of and agreement to comply with such irrevocable instructions); (B) cash to the Company in an amount sufficient to pay off all Financial Debt (including the LVMH Intercompany Debt which shall be paid at Closing), which cash shall be used by the Company and its Subsidiaries to repay all Financial Debt (including the LVMH Intercompany Debt which shall be paid at Closing but not the items listed on Appendix B) and Purchaser and Seller shall cause the repayment of the LVMH Intercompany Debt to occur at the Closing; (Cc) a certificate counterpart of each Ancillary Agreement to which Purchaser or any of its Affiliates is a party, duly executed on behalf of Purchaser by an officer of Purchaser representing and warranting that the conditions set forth in Section 7.3(b) have been satisfiedor such Affiliates; (Dd) a certificate the irrevocable bank guarantee for $75,000,000 of the Secretary or Anniversary Payment as required by Clause 9.2(b); (e) an Assistant Secretary (or equivalent officer) of Purchaser certifying as to the resolutions adopted by the board of directors of such entity authorizing the execution, delivery and performance of this Agreement and the consummation irrevocable guarantee for $14,000,000 of the Transaction Anniversary Payment by PDL as required by Clause 9.2(b); and (f) such other documents or instruments Novartis reasonably request and are reasonably necessary or advisable to consummate the other transactions contemplated by this Agreement; (E) a counterpart, duly executed by the Purchaser, of an Assignment and Assumption Agreement, in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”); and (F) a counterpart, duly executed by the Purchaser, of a Registration Rights Agreement, in the form attached hereto as Exhibit D (the “Registration Rights Agreement”).