Common use of Receipt of Closing Deliveries Clause in Contracts

Receipt of Closing Deliveries. Acquirers shall have received each of the following agreements, instruments, certificates and other documents: (a) share transfer form for the Company Shares, in the form attached hereto as Schedule 9.9(a)(1), duly executed by Seller in favor of each respective Acquiror (or as it shall otherwise direct in writing) accompanied by their respective share certificates or affidavit evidencing that such certificate was lost or never issued, such affidavit in the form attached hereto as Schedule 9.9(a)(2). (b) a certificate, dated as of the Closing Date on behalf of the Company by its Chief Executive Officer and member of the board of directors of the Company, certifying: (A) that each of the conditions set forth in Article 9 has been satisfied; with respect to the condition under Section 9.1, such certificate may include exception for changes in the ordinary course of business which do not have a Material Adverse Effect and shall be deemed for all purposes and intents as a representation and warranty of the Company and/or Seller, as the case may be, provided that the Fundamental Representations (as defined below) shall not include changes, and (B) that (i) the Charter Documents as in effect as of the Closing and (ii) board and shareholders resolutions approving this Agreement, the Company Ancillary Agreements, the Share Purchase and the other Transactions, in accordance with the terms of this Agreement and other matters, in the forms attached hereto as Exhibit D (the “Board Resolutions”) and Exhibit E (the “Shareholder Resolutions”), and (C) that the Spreadsheet is true, correct and complete; (c) evidence reasonably satisfactory to the Acquirers Representative of the resignation of each director of the Company in office immediately prior to the Closing as directors of the Company, effective as of, and contingent upon, the Closing. Such resignation to include a standard waiver of claims each director of the Company may have against the Company; (d) the Spreadsheet in a form reasonably satisfactory to the Acquirers Representative and a certificate executed by a member of the Board of the Company, dated as of the Closing Date, effective as of January 14th, 2022; (e) the Company Closing Financial Certificate; (f) evidence reasonably satisfactory to the Acquirers Representative of the Company’s receipt of all consents, waivers and approvals described in Section 5.6; Receipt by the Acquirers Representative of any of the agreements, instruments, certificates or documents delivered pursuant to this Section 9.9 shall not be deemed to be an agreement by an Acquiror that the information or statements contained therein are true, correct or complete, and shall not diminish Acquiror’s remedies hereunder if any of the foregoing agreements, instruments, certificates or documents are not true, correct or complete.

Receipt of Closing Deliveries. Acquirers shall The Company will have received each of the following agreements, instruments, certificates instruments and other documents: documents required to have been delivered to it at or before the Closing as set forth in Exhibit H, and all such agreements, instruments and other documents will continue to be effective and will not have been revoked by the Persons executing same, and the Parent will have deposited with the Payment Agent and Escrow Agent immediately available funds sufficient to satisfy its obligations under this Agreement. Section 5.3 Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Transactions will be subject to the satisfaction, or written waiver by Parent, at or before the Closing of each of the following conditions (each such condition being solely for the benefit of Parent and Merger Sub and capable of being waived by Parent in its sole discretion without notice, liability or obligation to any Person): (a) share transfer form for Representations, Warranties and Covenants of the Company. Each of the representations and warranties made by the Company Sharesin this Agreement that is qualified by reference to materiality or Material Adverse Effect will be true and correct, and each of the other representations and warranties made by the Company in this Agreement will be true and correct in all material respects, in each case as of the form attached hereto as Schedule 9.9(a)(1), duly executed by Seller in favor date of each respective Acquiror (or as it shall otherwise direct in writing) accompanied by their respective share certificates or affidavit evidencing that such certificate was lost or never issued, such affidavit in the form attached hereto as Schedule 9.9(a)(2). (b) a certificate, dated this Agreement and at and as of the Closing Date as if made on behalf that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct or true and correct in all material respects, as applicable, as of such specified date or time); provided, however, that such materiality qualifier will not apply to the Company by its Chief Executive Officer representations and member of the board of directors of the Companywarranties contained in Sections 2.2 and 2.3(a), certifying: (A) that each of the conditions set forth which individually will have been true and correct in Article 9 has been satisfied; with respect to the condition under Section 9.1, such certificate may include exception for changes in the ordinary course of business which do not have a Material Adverse Effect and shall be deemed for all purposes and intents as a representation and warranty of the Company and/or Seller, as the case may be, provided that the Fundamental Representations (as defined below) shall not include changes, and (B) that (i) the Charter Documents as in effect respects as of the Closing and (ii) board and shareholders resolutions approving this Agreement, the Company Ancillary Agreements, the Share Purchase and the other Transactions, in accordance with the terms 61 date of this Agreement and other matters, will be true and correct in the forms attached hereto as Exhibit D (the “Board Resolutions”) all respects on and Exhibit E (the “Shareholder Resolutions”), and (C) that the Spreadsheet is true, correct and complete; (c) evidence reasonably satisfactory to the Acquirers Representative of the resignation of each director of the Company in office immediately prior to the Closing as directors of the Company, effective as of, and contingent upon, the Closing. Such resignation to include a standard waiver of claims each director of the Company may have against the Company; (d) the Spreadsheet in a form reasonably satisfactory to the Acquirers Representative and a certificate executed by a member of the Board of the Company, dated as of the Closing Date. The Company will have performed and complied in all material respects with all covenants, effective as obligations and conditions of January 14th, 2022; (e) this Agreement required to be performed and complied with by the Company Closing Financial Certificate; at or before the Closing. (f) evidence reasonably satisfactory to the Acquirers Representative of the Company’s receipt of all consents, waivers and approvals described in Section 5.6; Receipt by the Acquirers Representative of any of the agreements, instruments, certificates or documents delivered pursuant to this Section 9.9 shall not be deemed to be an agreement by an Acquiror that the information or statements contained therein are true, correct or complete, and shall not diminish Acquiror’s remedies hereunder if any of the foregoing agreements, instruments, certificates or documents are not true, correct or complete.b)

Receipt of Closing Deliveries. Acquirers Buyer shall have received each of at or prior to the following agreements, instruments, certificates and other documentsClosing: (ai) share transfer form for evidence reasonably satisfactory to Buyer of (A) the Company Sharesconsent to assignment required in connection with the Transactions under the Assumed Contracts set forth on Schedule 4.3(b) of the Disclosure Letter, other than with respect to the Assumed Business Leases, and (B) the delivery of notice as promptly as practicable following the Agreement Date, and in any event prior to the form attached hereto earlier of the Closing and the date on which notice is required to be delivered under the applicable Assumed Contract, to the party to the Assumed Contract, as set forth on Schedule 9.9(a)(1)4.3(b) of the Disclosure Letter; (ii) a certificate pursuant to Section 897 of the Code certifying that Seller is not a foreign person, as defined in Section 1445(f)(3) of the Code in accordance with Section 1.1445-2(b) of the Treasury Regulations, duly executed by Seller in favor of each respective Acquiror (or as it shall otherwise direct in writing) accompanied by their respective share certificates or affidavit evidencing that such certificate was lost or never issued, such affidavit in the form attached hereto as Schedule 9.9(a)(2).Seller; and (biii) a certificate, dated as of the Closing Date on behalf of the Company by its Chief Executive Officer and member of the board of directors of the Company, certifying: (A) that each of the conditions set forth in Article 9 has been satisfied; with respect counterpart to the condition under Section 9.1Transaction Documents to which Seller and/or Parent is a party (other than this Agreement), such certificate may include exception for changes in the ordinary course of business which do not have a Material Adverse Effect and shall be deemed for all purposes and intents as a representation and warranty of the Company each case duly executed by Seller and/or SellerParent, as the case may be, provided that the Fundamental Representations (as defined below) . In no event shall not include changes, and (B) that (i) the Charter Documents as in effect as any of the Closing and (ii) board and shareholders resolutions approving following be a condition to Buyer’s obligation to consummate the transactions contemplated by this Agreement, the Company Ancillary Agreements, the Share Purchase and the other Transactions, in accordance with the terms of this Agreement and other matters, in the forms attached hereto as Exhibit D : (the “Board Resolutions”A) and Exhibit E (the “Shareholder Resolutions”), and (C) that the Spreadsheet is true, correct and complete; (c) evidence reasonably satisfactory to the Acquirers Representative of the resignation of each director of the Company in office immediately a Business Employee prior to the Closing as directors or the failure of a Business Employee to accept Buyer’s offer of employment prior to the Closing; or (B) Buyer’s receipt of, or the availability of, any funds to pay the Purchase Price; or (C) the parties’ obtaining any consent of the Company, effective as of, and contingent upon, landlord under the Closing. Such resignation to include a standard waiver of claims each director of the Company may have against the Company; (d) the Spreadsheet in a form reasonably satisfactory to the Acquirers Representative and a certificate executed by a member of the Board of the Company, dated as of the Closing Date, effective as of January 14th, 2022; (e) the Company Closing Financial Certificate; (f) evidence reasonably satisfactory to the Acquirers Representative of the Company’s receipt of all consents, waivers and approvals described in Section 5.6; Receipt by the Acquirers Representative of any of the agreements, instruments, certificates or documents delivered pursuant to this Section 9.9 shall not be deemed to be an agreement by an Acquiror that the information or statements contained therein are true, correct or complete, and shall not diminish Acquiror’s remedies hereunder if any of the foregoing agreements, instruments, certificates or documents are not true, correct or completeAssumed Business Leases.

Receipt of Closing Deliveries. Acquirers Seller shall have received each of deliver to Buyer, at or prior to the following agreements, instruments, certificates and other documentsClosing: (a) share transfer form for the Company Shares, in the form attached hereto as Schedule 9.9(a)(1), duly executed by Seller in favor of each respective Acquiror (or as it shall otherwise direct in writing) accompanied by their respective share certificates or affidavit evidencing that such certificate was lost or never issued, such affidavit in the form attached hereto as Schedule 9.9(a)(2). (b) a certificate, dated as of the Closing Date on behalf of the Company by its Chief Executive Officer and member of the board of directors of the Company, certifying: (A) that each of the conditions set forth in Article 9 has been satisfied; with respect to the condition under Section 9.1, such certificate may include exception for changes in the ordinary course of business which do not have a Material Adverse Effect and shall be deemed for all purposes and intents as a representation and warranty of the Company and/or Seller, as the case may be, provided that the Fundamental Representations (as defined below) shall not include changes, and (B) that (i) the Charter Documents as in effect as of the Closing and (ii) board and shareholders resolutions approving this Agreement, the Company Ancillary Agreements, the Share Purchase and the other Transactions, in accordance with the terms of this Agreement and other matters, in the forms attached hereto as Exhibit D (the “Board Resolutions”) and Exhibit E (the “Shareholder Resolutions”), and (C) that the Spreadsheet is true, correct and complete; (c) evidence reasonably satisfactory to the Acquirers Representative of the resignation of each director of the Company in office immediately prior to the Closing as directors of the Company, effective as of, and contingent upon, the Closing. Such resignation to include a standard waiver of claims each director of the Company may have against the Company; (d) the Spreadsheet in a form reasonably satisfactory to the Acquirers Representative and a certificate executed by a member the Chief Executive Officer of the Board of the CompanySeller, dated as of the Closing Date, effective in a form reasonably satisfactory to Buyer, certifying that the conditions set forth in Sections 5.1, 5.2, 5.5, and 5.7 have been satisfied; (b) a certificate executed by the Chief Executive Officer of Seller, dated as of January 14ththe Closing Date, 2022certifying (i) the Certificate of Incorporation of Seller in effect as of immediately prior to the Closing, (ii) the bylaws in effect as of immediately prior to the Closing, (iii) the resolutions of the board of directors of Seller unanimously (A) determining that this Agreement and the Transactions are fair to, and in the best interests of Seller and the Stockholders, (B) approving and declaring advisable the execution, delivery and performance of this Agreement and the consummation of the Transactions, and (C) directing that the adoption of this Agreement be submitted to the Stockholders for consideration and recommending that the Stockholders adopt this Agreement and approve the Transactions, and (iv) the Stockholder Approval, duly executed by sufficient Stockholders to approve the Transactions; (c) a properly completed and duly executed IRS Form W-9 from Seller certifying, among other matters, that Seller is exempt from U.S. federal backup withholding Tax; (d) (i) the Required Consents, which Required Consents shall be reasonably satisfactory to Buyer, (ii) evidence reasonably satisfactory to Buyer that each of the Required Notices was delivered, which Required Notices shall be in a form reasonably satisfactory to Buyer, and (iii) evidence reasonably satisfactory to Buyer that the Required Actions have been completed in a manner reasonably satisfactory to Buyer; (e) the Company Closing Financial CertificateBill of Sale and Assignment and Assumption Agreement between Seller and Buyer with respect to the Purchased Assets, duly executed by Seller substantially in the form attached hereto as Exhibit C (the “Bill of Sale and Assignment and Assumption Agreement”); (f) evidence reasonably satisfactory the Patent Assignment Agreement between Seller and Xxxxx assigning to Buyer all patents and patent applications included in Seller-Owned IP, duly executed by Seller substantially in the form attached hereto as Exhibit D-1 (the “Patent Assignment Agreement”); (g) the Trademark Assignment Agreement between Seller and Buyer assigning to Buyer all trademarks and trademark applications included in Seller-Owned IP, duly executed by Seller substantially in the form attached hereto as Exhibit D-2 (the “Trademark Assignment Agreement”); (h) the Domain Name Assignment Agreement between Seller Parent and Buyer assigning to Buyer all Domain Names included in Seller-Owned IP, duly executed by Seller Parent substantially in the form attached hereto as Exhibit D-3 (the “Domain Name Assignment Agreement”); (i) the Parent Rights Assignment Agreement between Seller Parent and Xxxxx assigning to Buyer the Transferred Parent Rights, duly executed by Seller Parent substantially in the form attached hereto as Exhibit D-4 (the “Parent Rights Assignment Agreement”); (j) the Transition Services Agreement between Seller, Seller Parent and Buyer, pursuant to which Seller and Seller Parent shall provide to Buyer certain temporary transitional services, duly executed by Seller and Seller Parent substantially in the form attached hereto as Exhibit F (the “Transition Services Agreement”); (k) the Specified Assumption Agreement between Seller and Buyer whereby Buyer acknowledges and agrees to assume certain rights and obligations of Seller relating to the Acquirers Representative sale of the Company’s receipt Patents included in the Seller-Owned IP substantially in the form attached hereto as Exhibit G (the “Specified Assumption Agreement”); (l) a workers’ compensation authority-issued purchase certificate, or other similar documentary evidence in a form reasonably acceptable to Buyer from the applicable workers' compensation authority, in each Canadian jurisdiction in which the Business is carried on; (m) a certificate from the Secretary of all consents, waivers and approvals described in Section 5.6; Receipt by the Acquirers Representative of any State of the agreementsState of Delaware and each other state or other jurisdiction in which Seller is qualified to do business as a foreign corporation, instrumentsdated within three Business Days prior to the Closing Date, certificates or documents delivered certifying that Seller is in good standing and that all applicable franchise Taxes and fees of Seller through and including the Closing Date have been paid; and (n) the Purchased Assets using such delivery method as Buyer may request prior to the Closing, including by way of electronic delivery pursuant to this Section 9.9 shall not be deemed to be an agreement by an Acquiror that 1.1(e) in accordance therewith, including any limitations imposed on the information or statements contained therein are true, correct or complete, and shall not diminish Acquiror’s remedies hereunder if any of the foregoing agreements, instruments, certificates or documents are not true, correct or completedelivery methods under Section 1.1(e).

Receipt of Closing Deliveries. Acquirers The Company shall have received each of the following agreements, instruments, certificates documents and other documentsdeliverables in form and substance reasonably acceptable to the Company: (a) share transfer form for certificate(s) executed by the Company Shares, Chief Executive Officer or Chief Financial Officer of Merger Sub confirming that the conditions set forth in Sections 8.2 and 8.3 are satisfied; (b) the form attached hereto as Schedule 9.9(a)(1)Registration Rights and Lock-Up Agreement, duly executed by Seller in favor of each respective Acquiror (or as it shall otherwise direct in writing) accompanied by their respective share certificates or affidavit evidencing that such certificate was lost or never issued, such affidavit in the form attached hereto as Schedule 9.9(a)(2).Parent; (bc) the Escrow Agreement, duly executed by the Parent and the Escrow Agent; (d) a certificate, dated as of the Closing Date Date, signed on behalf of the Company Parent by its Chief Executive Officer and member the Secretary or Assistant Secretary of the board of directors of the Company, certifying: (A) that each of the conditions set forth in Article 9 has been satisfied; Parent and attaching with respect to the condition under Section 9.1, such certificate may include exception for changes in the ordinary course of business which do not have a Material Adverse Effect and shall be deemed for all purposes and intents as a representation and warranty of the Company and/or Seller, as the case may be, provided that the Fundamental Representations (as defined below) shall not include changes, and (B) that Parent: (i) the Charter Documents as in effect as Parent’s articles of the Closing incorporation and all amendments thereto; (ii) the Parent’s bylaws and all amendments thereto; (iii) a certificate of good standing of the Parent dated of a recent date and certified by the Secretary of State of Nevada; (iv) all resolutions of the Parent’s board and shareholders resolutions approving this Agreement, the Company Ancillary Agreements, the Share Purchase and the other Transactions, in accordance with the terms of directors relating to this Agreement and other matters, in the forms attached hereto as Exhibit D (the “Board Resolutions”) and Exhibit E (the “Shareholder Resolutions”), transactions contemplated by this Agreement and (Cv) that an incumbency and signatures of the Spreadsheet is true, correct and complete;officers of the Parent executing this Agreement; and (ce) evidence reasonably satisfactory to the Acquirers Representative of the resignation of each director of the Company in office immediately prior to the Closing as directors of the Company, effective as of, and contingent upon, the Closing. Such resignation to include a standard waiver of claims each director of the Company may have against the Company; (d) the Spreadsheet in a form reasonably satisfactory to the Acquirers Representative and a certificate executed by a member of the Board of the Companycertificate, dated as of the Closing Date, effective signed on behalf of the Merger Sub by the Secretary or Assistant Secretary of the Merger Sub and attaching with respect to the Merger Sub: (i) the Merger Sub’s articles of incorporation and all amendments thereto; (ii) the Merger Sub’s bylaws and all amendments thereto; (iii) a certificate of good standing of the Merger Sub dated as of January 14th, 2022; a recent date and certified by the Secretary of State of Delaware; (eiv) the Company Closing Financial Certificate; (f) evidence reasonably satisfactory to the Acquirers Representative all resolutions of the CompanyMerger Sub’s receipt board of all consents, waivers directors and approvals described in Section 5.6; Receipt its shareholder relating to this Agreement and the transactions contemplated by the Acquirers Representative of any this Agreement and (v) an incumbency and signatures of the agreements, instruments, certificates or documents delivered pursuant to this Section 9.9 shall not be deemed to be an agreement by an Acquiror that the information or statements contained therein are true, correct or complete, and shall not diminish Acquiror’s remedies hereunder if any officers of the foregoing agreements, instruments, certificates or documents are not true, correct or completeMerger Sub executing this Agreement.

Receipt of Closing Deliveries. Acquirers The Parent shall have received each of the following agreements, instruments, certificates documents and other documentsdeliverables in form and substance reasonably acceptable to Parent: (a) share transfer form for a certificate executed by the Chief Executive Officer or Chief Financial Officer of the Company Shares, confirming that the conditions set forth in the form attached hereto as Schedule 9.9(a)(1), duly executed by Seller in favor of each respective Acquiror (or as it shall otherwise direct in writing) accompanied by their respective share certificates or affidavit evidencing that such certificate was lost or never issued, such affidavit in the form attached hereto as Schedule 9.9(a)(2).Sections 7.2 and 7.3 are satisfied; (b) a certificate, dated as of the Closing Date Date, signed on behalf of the Company by its Chief Executive Officer and member the Secretary or Assistant Secretary of the board of directors of the Company, certifying: (A) that each of the conditions set forth in Article 9 has been satisfied; Company and attaching with respect to the condition under Section 9.1, such certificate may include exception for changes in the ordinary course of business which do not have a Material Adverse Effect and shall be deemed for all purposes and intents as a representation and warranty of the Company and/or Seller, as the case may be, provided that the Fundamental Representations (as defined below) shall not include changes, and (B) that (i) the Charter Documents as in effect as Company’s articles of the Closing incorporation and all amendments thereto; (ii) the Company’s bylaws and all amendments thereto; (iii) a certificate of good standing of the Company dated as of a recent date and certified by the Secretary of State of Kentucky; (iv) all resolutions of the Company’s board of directors and shareholders resolutions approving the Shareholders relating to this Agreement and the transactions contemplated by this Agreement and (v) an incumbency and signatures of the officers of the Company executing this Agreement; (c) the Registration Rights and Lock-up Agreement, the Company Ancillary Agreements, the Share Purchase and the other Transactions, in accordance with the terms form of this Agreement and other matters, in the forms which is attached hereto as Exhibit D (the “Board Resolutions”) and Exhibit E (the “Shareholder ResolutionsRegistration Rights Agreement”), duly executed by Long Hill and (C) that the Spreadsheet is true, correct and complete; (c) evidence reasonably satisfactory to the Acquirers Representative of the resignation of each director of the Company in office immediately prior to the Closing as directors of the Company, effective as of, and contingent upon, the Closing. Such resignation to include a standard waiver of claims each director of the Company may have against the CompanyMaxim Group LLC; (d) a Lock-Up Agreement, the Spreadsheet in a form reasonably satisfactory to of which is attached hereto as Exhibit E (collectively the Acquirers Representative and a certificate “Lock-Up Agreements”), duly executed by a member of the Board of the Company, dated as of the Closing Date, effective as of January 14th, 2022each Shareholder (other than Long Hill); (e) the Company Closing Financial CertificateEscrow Agreement, duly executed by the Shareholders’ Representative and the Escrow Agent; (f) evidence a Waiver of Breach and Consent to Assignment, in a form reasonably satisfactory acceptable to Parent, executed by ULRF; (g) resignation letters, in a form reasonably acceptable to Parent, of all of the officers and directors of the Company, in their capacities as such; (h) confirmation of the effectiveness and payment of premiums upon the D&O Runoff Insurance; (i) the release and waiver, substantially in the form attached as Exhibit G hereto, duly executed by Dxxxx Xxxxxxxx and the Company (“Bxxxxxxx Release”); (j) The receipt by Parent of UCC-3 Termination Statements, executed by Long Hill, evidencing the release of the Liens listed on Schedule 3.13(f), unless such Liens have been released prior to the Acquirers Representative Closing, in which case the Company shall provide UCC financing statement searches from the appropriate governmental officials of the states and counties in which the Company’s assets are located indicating that there are no financing statements affecting any of the assets other than those evidencing Permitted Liens; and (k) provided that Parent has paid an amount equal to the Employee Liabilities into the trust account of the Company’s receipt legal counsel, the release and waiver, substantially in the form attached hereto as Exhibit H, executed by each Key Employee, Sxxxxx Xxxxxxxx, Mxxxxxx Xxxxxx, and Wxxxxxxx Xxxxxx (collectively, the “Employee Releases” and each an “Employee Release”), each of all consents, waivers and approvals described in Section 5.6; Receipt which provides for $1,000 of consideration to be paid by the Acquirers Representative of any Parent to each of the agreements, instruments, certificates or documents delivered pursuant to this Section 9.9 shall not be deemed to be an agreement by an Acquiror that aforesaid in exchange for the information or statements contained therein are true, correct or complete, and shall not diminish Acquiror’s remedies hereunder if any of the foregoing agreements, instruments, certificates or documents are not true, correct or completeEmployee Release.

Receipt of Closing Deliveries. Acquirers Parent shall have received each of the following agreements, instruments, certificates instruments and other documentsdocuments at or prior to the Closing: (a) share transfer form for the Company Shares, in the form attached hereto as Schedule 9.9(a)(1), duly executed by Seller in favor of each respective Acquiror (or as it shall otherwise direct in writing) accompanied by their respective share certificates or affidavit evidencing that such certificate was lost or never issued, such affidavit in the form attached hereto as Schedule 9.9(a)(2). (bi) a certificate, dated as of the Closing Date Date, executed on behalf of the Company by its Chief Executive Officer and member of chief executive officer or chief financial officer to the board of directors of the Company, certifying: (A) effect that each of the conditions set forth in Article 9 Section 5.3 has been satisfied; with respect to the condition under Section 9.1, such certificate may include exception for changes in the ordinary course of business which do not have a Material Adverse Effect and shall be deemed for all purposes and intents as a representation and warranty of the Company and/or Seller, as the case may be, provided that the Fundamental Representations (as defined below) shall not include changes, and (B) that (i) the Charter Documents as in effect as of the Closing and ; (ii) board and shareholders resolutions approving this Agreement, the Company Ancillary Agreements, the Share Purchase and the other Transactions, in accordance with the terms of this Agreement and other matters, in the forms attached hereto as Exhibit D (the “Board Resolutions”) and Exhibit E (the “Shareholder Resolutions”), and (C) that the Spreadsheet is true, correct and complete; (c) evidence reasonably satisfactory to the Acquirers Representative of the resignation of each director of the Company in office immediately prior to the Closing as directors of the Company, effective as of, and contingent upon, the Closing. Such resignation to include a standard waiver of claims each director of the Company may have against the Company; (d) the Spreadsheet in a form reasonably satisfactory to the Acquirers Representative and a certificate executed by a member of the Board of the Companycertificate, dated as of the Closing Date, effective of the secretary of the Company, attaching (i) copies of its certificate of incorporation, bylaws, stock ledger, board of directors actions and stockholders’ actions in connection with the transactions contemplated by this Agreement, and (ii) a complete list of stockholders of the Company as of January 14th, 2022the Closing Date; (eiii) a good standing certificate for each of the Company and Today’s Womancare Company issued by the Delaware Secretary within ten days of the Closing Financial CertificateDate; (fiv) a legal opinion from Xxxxxxx Procter LLP, counsel to the Company, in a form reasonably acceptable to Parent; (v) a legal opinion from Blank Rome LLP, counsel to the Parent as to the enforceability of this Agreement; (vi) evidence of the termination of any stockholders agreement, voting trust, buy-sell or similar agreements by and among the Company and/or the stockholders of the Company in a form reasonably acceptable to Parent; (vii) executed employment agreements between the Company and each of Xxxx Xxxxxxxx and Xxxxxx Xxxxx, in the forms attached to this agreement; (viii) evidence, reasonably acceptable to Parent, of termination of each employment agreement other than those between the Company and each of Xxxx Xxxxxxx, Xxxxxx Xxxxx and Xxxx Xxxxxxxx delivered on the Closing Date as provided above; (ix) evidence, reasonably acceptable to Parent, that all preferred stock issued by the Company shall have been cancelled or converted into common stock; (x) an executed copy of the Escrow Agreement; (xi) executed market stand-off or “lock-up” letter agreements from the Galt in the form attached hereto as Exhibit H; (xii) a certificate establishing that the Company is not a “U.S. real property interest” for purposes of Section 897 of the Code, in a form reasonably acceptable to Parent; (xiii) Estoppel certificates executed by each of the persons listed on Section 2.5 to the Company’s Disclosure Letter (including without limitation a release by the Stockholders for all claims relating to the accrued executive compensation). (xiv) A release from Wyeth releasing all claims against the Company and terminating any liens on the assets of the Company; (xv) An Assignment executed by Xxxxxx Xxxxx of the Licensing Agreement between the Company and Allendale Labs and all rights thereunder, in form and substance satisfactory to Parent; (xvi) Evidence satisfactory to the Acquirers Representative Parent that shares of Series A Preferred Stock of the Company, together with any and all accrued dividends, shall have been converted into shares of Company Common Stock. (xvii) Evidence of the termination and full release (including without limitation as to principal interest, penalties, costs and expenses) from Galt Industries (and Xxxxxx Xxxxx) regarding a loan made to the Company in the original principal amount of $2,500.000; (xviii) The warrant issued by the Company to Galt Industries to purchase 4,891,430.66 shares of the Company Common Stock shall have been exercised and the exercise price shall have been paid to the Company; and (xix) All of the Company’s receipt of all consents, waivers obligations under the $850,000 bridge loan made by Galt to the Company and approvals described in Section 5.6; Receipt the $150,000 bridge loan made by Xxxxx to the Acquirers Representative of any of Company shall have been terminated and the agreements, instruments, certificates or documents delivered pursuant Company shall have obtained a full release to this Section 9.9 shall not be deemed to be an agreement by an Acquiror that the information or statements contained therein are true, correct or complete, and shall not diminish Acquiror’s remedies hereunder if any of the foregoing agreements, instruments, certificates or documents are not true, correct or completesuch effect.