Common use of Purchaser’s Closing Deliverables Clause in Contracts

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 ClosingThe Purchaser covenants to execute, Purchaser shall where applicable, and deliver the following to Seller the Proposal Trustee at Closing or on such other date as expressly provided herein: (1) the terms of which shall be negotiated by the Parties in good faith indefeasible payment and any of which may be waived by the Purchaser, in whole or in part, in writing), each of which shall be satisfaction in full force and effect:of the Purchase Price according to section 4.3 hereof; 6.1 the Transition Services Agreement, duly executed (2) an undertaking by the Purchaser or an Affiliate of to readjust the Purchaseradjustments set out in section 4.5 hereof; 6.2 the Manufacturing Services and Supply Agreement(3) an acknowledgement, 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 dated as of the Closing Date: (i) the Constituent Documents , that each of the respective entities signing the certificate; (ii) the incumbency conditions in section 7.3 hereof has been fulfilled, performed or waived as of the officers of such entities that are executing Closing Time; (4) an assignment and assumption agreement for all Warranty Rights, Permits, Consents and Approvals pertaining to the Transactional Agreements; Real Property (iiito the extent assignable) relating to the resolutions period from and after the Closing Date, and to the extent not assignable, an agreement to hold same in trust for the Purchaser; (5) a certificate from the Purchaser, dated as of the such entities approving the Transactional Agreements to which they are a party Closing Date, certifying: (a) that all representations, warranties 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 covenants of the Assumed LiabilitiesPurchaser contained in this Agreement are true as of the Closing Time, with the same effect as though made on and as of the Closing Time; and 6.7 (b) the non-merger specified in section 15.2 and elsewhere herein; (6) if necessary, payment or evidence of payment of HST applicable to the Purchased Assets or, if applicable, appropriate tax exemption certificates with respect to HST in accordance with Article 5 hereof; and (7) such other documents as further documentation relating to the Seller may request in good faith for the purpose of facilitating the consummation or performance of any completion of the TransactionsTransaction as shall be otherwise referred to herein or required by the Proposal Trustee, acting reasonably, Applicable Law or any Government Authority.

Purchaser’s Closing Deliverables. At ClosingThe Purchaser covenants to execute, Purchaser shall where applicable, and deliver the following to Seller the Receiver at Closing or on such other date as expressly provided herein: (1) the terms indefeasible payment and satisfaction in full of which shall be negotiated by the Parties Purchase Price according to section 4.3 hereof; (2) executed copies of the documents referred to in good faith and any of which may be waived by the Purchaser, in whole or in part, in writingsubsection 6.3(2), each of which shall be in full force and effect:where applicable; 6.1 the Transition Services Agreement, duly executed (3) an undertaking by the Purchaser or an Affiliate of to readjust the Purchaseradjustments set out in section 4.5 hereof; 6.2 the Manufacturing Services and Supply Agreement(4) an acknowledgement, 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 dated as of the Closing Date: (i) the Constituent Documents , that each of the respective entities signing the certificate; (ii) the incumbency conditions in section 7.3 hereof has been fulfilled, performed or waived as of the officers of such entities that are executing Closing Time; (5) General Conveyance; (6) an assignment and assumption agreement for all Warranty Rights, Permits, Consents and Approvals pertaining to the Transactional Agreements; Real Property (iiito the extent assignable) relating to the resolutions period from and after the Closing Date, and to the extent not assignable, an agreement to hold same in trust for the Purchaser; (7) a certificate from the Purchaser, dated as of the such entities approving the Transactional Agreements to which they are a party Closing Date, certifying: (a) that all representations, warranties 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 covenants of the Assumed LiabilitiesPurchaser contained in this Purchase Agreement are true as of the Closing Time, with the same effect as though made on and as of the Closing Time; and 6.7 (b) the non-merger specified in section 15.2 and elsewhere herein; (8) payment or evidence of payment of HST applicable to the Purchased Assets or, if applicable, the HST Joint Election; and (9) such other documents as further documentation relating to the Seller may request in good faith for the purpose of facilitating the consummation or performance of any completion of the TransactionsPurchase Transaction as shall be otherwise referred to herein or required by the Receiver, acting reasonably, Applicable Law or any Government Authority.

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 Assumption 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 6.4 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 6.5 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 6.6 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 ClosingOn or before the Closing Date, the Purchaser or, as applicable, the Guarantor, shall deliver or caused to be delivered to the following Sellers the following: (a) copies certified by an officer of the Purchaser of: (i) the articles and extracts from the by-laws of the Purchaser relating to Seller the execution of documents; (ii) the terms resolutions of which shall be negotiated the board of directors of the Purchaser and of the Guarantor, as applicable, approving the entering into and completion of the Transactions; and (iii) a list of its officers and directors authorized to sign agreements together with relevant specimen signatures, all in form and substance satisfactory to the Sellers, acting reasonably; (b) a certificate of status, compliance, good standing or like certificate with respect to the Purchaser issued by the Parties appropriate government official of the jurisdiction of its incorporation; (c) the certificates referred to in good faith Section 12.2(a) and any Section 12.2(b); (d) the counterpart signature page to the Escrow Agreement, duly executed by Purchaser; (e) the cash portion of which the Option Consideration; (f) the Nasdaqco Shares comprising the Closing Share Consideration; (g) undertaking by the Guarantor to have Nasdaqco issue Nasdaqco Shares upon notice from Option Holders; and (h) all such other assurances, consents, agreements, instruments and Transaction Documents as may be waived reasonably required by the PurchaserSellers to complete the Transactions, in whole or in part, in writing), each all of which shall be in full force form and effect: 6.1 substance satisfactory to 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 maySellers, 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 Transactionsreasonably.

Purchaser’s Closing Deliverables. At the Closing, Purchaser shall deliver the following to Seller the following: (a) wire transfers of the terms Cash Purchase Price in the manner provided in Section 1.5(b); (b) the Assignment of which shall be negotiated Contracts, executed by Purchaser; (c) the Assignments of Transferred Intellectual Property, executed by Purchaser; (d) the Escrow Agreement, executed by Purchaser; (e) an opinion letter of Xxxxx Xxxxx L.L.P.; (f) letters from Purchaser to the FDA assuming responsibility for post-Closing obligations for the applicable Seller Permits issued by the Parties in good faith and any of which may be waived by the PurchaserFDA, in whole or in partsubstantially the forms attached to this Agreement as Exhibit H-1 and Exhibit H-2 (collectively, in writingthe “Purchaser FDA Letters”), each of which shall be in full force and effect: 6.1 the Transition Services Agreement, duly executed by the Purchaser or an Affiliate Purchaser; and (g) a certificate of the Purchaser; 6.2 the Manufacturing Services and Supply Agreement, duly executed by the Secretary of 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 complete, accurate and correct in effect as of the Closing Date: (i) resolutions adopted by Purchaser’s board of directors, approving the Constituent execution and delivery of this Agreement and the Transaction Documents to which Purchaser is or will be a party and the consummation of the respective entities signing the certificate; (ii) transactions contemplated hereby and thereby, and certifying to the incumbency and signatures of the officers of such entities that are Purchaser executing this Agreement, the Transactional Agreements; (iii) the resolutions of the such entities approving the Transactional Agreements Transaction Documents to which they are Purchaser is or will be a party and any other document relating to the transactions contemplated therein; hereby 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 Transactionsthereby.

Purchaser’s Closing Deliverables. At ClosingOn or before the Closing Date, the Purchaser shall deliver or caused to be delivered to the following Seller the following: (a) a certificate of status, compliance, good standing or like certificate with respect to Seller (the terms of which shall be negotiated Purchaser issued by the Parties appropriate government official of the jurisdiction of its incorporation; (b) the certificates referred to in good faith Section 7.2(a) and any of which may be waived by Section 7.2(b); (c) the PurchaserSIL Promissory Note II and the SUK Promissory Note, in whole or in parteach case, in writing), each of which shall be in full force and effect:duly executed by MDA as parent guarantor; 6.1 (d) the Transition Services Agreement, duly executed by the Purchaser or an Affiliate of the Purchaser; 6.2 (e) the Manufacturing Services and Supply AgreementSecurity Agreements, duly executed by the Purchaser or an Affiliate of the Purchaserits applicable Affiliate; 6.3 (f) the Assumption Non-Competition Agreement, duly executed by the Purchaser or an Affiliate of the PurchaserMDA; 6.4 (g) the Intellectual Property Investor Rights Agreement, duly executed by MDA; (h) the License Agreement, duly executed by the Purchaser or an Affiliate of the Purchaserits applicable Affiliate; 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 AssetsEscrow Service Agreement, duly executed by the respective partiesPurchaser or its applicable Affiliate; 6.6 such assignments(j) the Master Purchase Agreement, assumption agreements duly executed by the by the Purchaser or its applicable Affiliate; (k) the Notes Novation Agreement duly executed by MDA Montreal; (l) [***] (m) the Closing Payment and other documents as receipt into the Seller’s nominated account set out in Section 2.3(a) of the Seller may, acting reasonably and Disclosure Letter shall constitute an effective discharge by the Purchaser in good faith, determine to be necessary or appropriate to effect the assumption respect of the Assumed Liabilitiessuch payments; and 6.7 such other documents as (n) the SIL Debt I Payment received into the Seller’s nominated account set out in Section 2.3(a) of the Seller may request in good faith for Disclosure Letter (which payment shall be received on behalf of SatixFy Israel) which shall constitute an effective discharge by the purpose of facilitating the consummation or performance of any Corporation of the TransactionsSIL Debt I and the obligations set out in Section 6.6.

Purchaser’s Closing Deliverables. At Closing, Purchaser shall deliver (or cause to be delivered) at Closing to the Seller Representative on behalf of the Sellers 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 Purchasereach, in whole or in part, in writing), each form and substance reasonably satisfactory to the Seller Representative on behalf of which shall be in full force and effect:the Sellers): 6.1 the Transition Services Agreement, duly (i) a certificate of Purchaser executed by the Purchaser or an Affiliate authorized officer 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 dated as of the Closing Date: , certifying on behalf of Purchaser that each of the conditions set forth in Sections 9.2(a) and 9.2(b) has been satisfied in all respects; (ii) a counterpart of the Employment Agreements, each duly executed on behalf of the Company; (iii) delivery of the First Tranche Shares and the Closing Common Stock Certificates and the Closing Preferred Stock Certificates, as maybe requested by the Sellers, to each of the Sellers; (iv) evidence of the filing of the Certificate of Designation with the Delaware Secretary of State; (v) resolutions of the Purchaser Board taking all necessary action to (i) file the Constituent Documents Certificate of Designation with the respective entities signing Delaware Secretary of State and allow the certificate; Sellers to appoint the directors of Purchaser as set forth in the Certificate of Designation as soon as is practicable following the Closing and (ii) establish that the incumbency number of individuals serving as directors on the Purchaser Board is six (6) and that the four (4) directors appointed by the Sellers pursuant to their rights as holders of the officers Preferred Shares under the Certificate of such entities that are executing the Transactional Agreements; (iii) the resolutions Designation represent a majority of the such entities approving Purchaser Board following the Transactional Agreements Closing; and (vi) counterparts of all other agreements, documents and instruments required to which they are a party and be delivered at or prior to Closing by Purchaser pursuant to this Agreement or any of the transactions contemplated therein; and (iv) the incumbency of each officer for each entity that is purchasing any Transferred AssetsRelated Agreements, duly executed by the respective parties; 6.6 such assignments, assumption agreements Purchaser and all other documents as all other documentation reasonably requested by the Seller may, acting reasonably and in good faith, determine to be necessary or appropriate to effect the assumption Representative on behalf 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 Sellers, or performance of any of the Transactionstheir counsel.