Purchaser’s Closing Deliverables. At Closing, Purchaser shall deliver the following to Seller (the terms of which shall be negotiated by the Parties in good faith and any of which may be waived by the Purchaser, in whole or in part, in writing), each of which shall be in full force and effect:
6.1 the Transition Services Agreement, duly executed by the Purchaser or an Affiliate of the Purchaser;
6.2 the Manufacturing Services and Supply Agreement, duly executed by the Purchaser or an Affiliate of the Purchaser;
6.3 the Assumption Agreement, duly executed by the Purchaser or an Affiliate of the Purchaser;
6.4 the Intellectual Property License Agreement, duly executed by the Purchaser or an Affiliate of the Purchaser;
6.5 a certificate signed by the Chief Executive Officer of the Purchaser and each Affiliate of the Purchaser that is purchasing Transferred Assets certifying as true and correct as of the Closing Date: (i) the Constituent Documents of the respective entities signing the certificate; (ii) the incumbency of the officers of such entities that are executing the Transactional Agreements; (iii) the resolutions of the such entities approving the Transactional Agreements to which they are a party and the transactions contemplated therein; and (iv) the incumbency of each officer for each entity that is purchasing any Transferred Assets, duly executed by the respective parties;
6.6 such assignments, assumption agreements and other documents as the Seller may, acting reasonably and in good faith, determine to be necessary or appropriate to effect the assumption of the Assumed Liabilities; and
6.7 such other documents as the Seller may request in good faith for the purpose of facilitating the consummation or performance of any of the Transactions.
Purchaser’s Closing Deliverables. At the Closing, Purchaser will deliver to Seller the following items:
Purchaser’s Closing Deliverables. At the Closing, Purchaser shall execute and cause to be delivered, and Seller shall have received, Purchaser’s Closing Deliverables.
Purchaser’s Closing Deliverables. At the Closing, the Purchaser shall deliver to the Seller the Purchase Price payable hereunder and a counterpart of the settlement statement, duly executed and acknowledged by the Purchaser.
Purchaser’s Closing Deliverables. The Purchaser covenants to deliver the following to the Seller on or prior to Closing:
Purchaser’s Closing Deliverables. At the Closing, Purchaser will deliver to Sellers the following items:
(i) That portion of the Purchase Price referred to in Section 2.6(d);
(ii) the Purchaser Compliance Certificate in accordance with Section 9.1(a) and (b) hereof;
(iii) copies of each of the Ancillary Agreements executed by Purchaser;
(iv) a certificate, signed by the Secretary of Purchaser, certifying as to and accuracy of, and attaching copies of, Purchaser’s charter documents and all board of directors resolutions adopted in connection with the Acquisition; and
(v) all other documents required to be delivered to Sellers under this Agreement.
Purchaser’s Closing Deliverables. At or prior to the Closing, the Purchaser shall deliver or cause to be delivered to Seller:
(a) this Agreement, duly executed by Purchaser (including in its capacity as Successor Agent);
(b) that certain Agency Resignation and Assignment Agreement, dated as of the date hereof, by and between Seller and Successor Agent, duly executed by Successor Agent;
(c) that certain Irish Debenture Administrative Agent Replacement Deed, duly executed by Successor Agent; and
(d) funds in an amount equal to the Purchase Price in lawful currency of the United States and in immediately available funds, to the account of the Seller set forth on Exhibit C hereto.
Purchaser’s Closing Deliverables. At the Closing, Purchaser will deliver to Seller the following items:
(i) the Purchase Price;
(ii) the Purchaser Compliance Certificate in accordance with Section 9.2(a) and (b) hereof;
(iii) copies of each of the Ancillary Agreements executed by Parent or Purchaser, as applicable;
(iv) a certificate, signed by the Secretary of Parent and Purchaser, as applicable, respectively, certifying as to and accuracy of, and attaching copies of, Parent's and Purchaser's respective charter documents and all board of directors resolutions adopted in connection with the Acquisition, of Parent and Purchaser, as applicable, respectively; and
(v) all other documents required to be delivered to Seller under this Agreement.
Purchaser’s Closing Deliverables. At the Closing, the Purchaser shall execute, deliver or cause to be executed and delivered to the Seller and/or the Company, as applicable, the following documents, where the execution of documents is contemplated, and the Purchaser shall take or cause to be taken the following actions, where the taking of action is contemplated:
Purchaser’s Closing Deliverables. The Purchaser covenants to execute, where applicable, and deliver the following to the Vendor at Closing or on such other date as expressly provided herein:
(1) payment in full of the Purchase Price according to section 4.3 hereof;
(2) an acknowledgment delivered in accordance with to section 12.1 hereof;
(3) an indemnity in favour of the Vendor with respect to GST/HST in accordance with Article ARTICLE 5 hereof;
(4) a bring down certificate; and
(5) such further documentation relating to the completion of the Transaction as shall be otherwise referred to herein or required by the Vendor, acting reasonably, Applicable Law or any Government Authority.
