Seller Closing Deliverables. Seller shall have delivered to Purchaser each of the certificates, instruments, agreements, documents and other items required to be delivered pursuant to Section 3.5 at or prior to the Closing Date.
Seller Closing Deliverables. At the Closing, Sellers shall deliver or cause to be delivered to Buyer:
(i) a certificate, dated as of the Closing Date, duly executed by the secretary of Parent, certifying that:
(A) all documents to be executed by Sellers and delivered at the Closing have been executed by a duly authorized officer of the applicable Seller;
(B) the resolutions adopted by the Board of Directors or other similar body of each Seller (the “Seller Boards”) authorizing the execution, delivery and performance of this Agreement, as attached to the certificate, were duly adopted by the respective Seller Board and remain in full force and effect, and have not been amended, rescinded or modified, except to the extent attached thereto; and
(C) Sellers’ officer(s) executing this Agreement, and each of the other documents necessary for consummation of the Contemplated Transactions, is an incumbent officer, and the specimen signature on such certificate is a genuine signature;
(ii) the Development Agreement, duly executed by Parent and Flamel Ireland Limited;
(iii) the Xxxx of Sale, Assignment and Assumption Agreement, in the form of Exhibit 2.4(b)(iii) (the “Xxxx of Sale, Assignment and Assumption”), duly executed by each Seller;
(iv) a certificate of each Seller other than Parent, in compliance with Section 1.1445-2(b)(2) of the Treasury Regulations, listing such Seller’s name, address and U.S. employer identification number and stating that such Seller is not a foreign person; provided, however, that if any Seller is treated as a disregarded entity under the Treasury Regulations issued under Code Section 7701, such Seller will not be required to provide a certificate, but rather, the “owner of the disregarded entity” (within the meaning of Treasury Regulations Section 1.445-2(b)(2)(iii)) shall provide such a certificate and identify thereon the disregarded entity that it owns;
(v) a duly completed and accurate Internal Revenue Service Form W-8 or W‑9 for each Seller;
(vi) a fully executed wavier, pursuant to which Deerfield CSF, LLC, on behalf of itself and all its Affiliates, (a) waives its right to accelerate the Deferred Payments (as defined in the Deerfield Agreement) as a result of the Contemplated Transactions and (b) acknowledges that the Contemplated Transactions are not an Acceleration Trigger Event (as defined in the Deerfield Agreement); and
(vii) all forecasts since the Measurement Date that are required to be delivered pursuant to or in accordance with any of the Assume...
Seller Closing Deliverables. At the Closing, the Seller shall deliver to the Purchaser:
(a) a certified true copy of the resolutions passed by the board of directors of the Target Company approving and authorizing:
(i) the Transactions, including the transfer of all the Company Shares to the Purchaser;
(ii) the cancellation of old share certificate(s) in respect of the Company Shares issued in the name of the Seller;
(iii) subject to the transfer of the Company Shares being duly stamped, the entry of the name of the Purchaser into the Register of Members as the holder of all the Company Shares and the making of such other entries into other corporate records of the Target Company as may be necessary;
(iv) subject to the transfer of the Company Shares being duly stamped, the issuance of new share certificate(s) in respect of all the Company Shares in the name of the Purchaser;
(v) the appointment of the Purchaser Director; and
(vi) the change of all existing instructions, bank mandates and/or authorized signatories to all bank accounts of the Target Company, and replacing them with new instructions, bank mandates and/or authorized signatories, as may be required by the Purchaser;
(b) a certified true copy of the resolutions passed by all the shareholders of the Target Company approving and authorizing the Transactions, including the transfer of all the Company Shares to the Purchaser;
(c) a certified true copy of the resolutions passed by the board of directors and/or shareholders of each Group Company (other than the Target Company) as may be necessary to approve and authorize:
(i) the resignations of the existing directors, officers, legal representatives, and/or supervisors of each Group Company (other than the Target Company) and the appointment of such directors, officers, legal representatives and/or supervisors as may be nominated by the Purchaser; and
(ii) the change of all existing instructions, bank mandates and/or authorized signatories to all bank accounts of each Group Company (other than the Target Company), and replacing them with new instructions, bank mandates and/or authorized signatories, as may be required by the Purchaser;
(d) originals of the old share certificate(s) in respect of all the Company Shares issued in the name of the Seller;
(e) a standard form of transfer and bought and sold notes in respect of all the Company Shares, duly executed by the Seller in favor of the Purchaser, together with a working sheet signed by a director of the Target Company computi...
Seller Closing Deliverables. At the Closing, Seller shall deliver to Buyer the following:
(A) A general warranty deed conveying to Buyer title to the Property, xxxx executed and acknowledged by Xxxxxx.
(B) A certificate from Seller certifying that Seller’s representations and warranties in this Agreement are true and correct as of the date of the Closing.
(C) Such affidavits or other evidence as the Title Company shall reasonably require for its title insurance policy.
(D) All keys to doors and mailboxes, codes to any locks and owner’s manuals for appliances and fixtures.
(E) Any other documents, certificates, notices, affidavits or statements required by this Agreement, the Title Company, the escrow agent (if any) or law to complete the Transaction. ☐ (Check all that apply) ☐ A certificate from Seller certifying that Seller is not a foreign person. Other:
Seller Closing Deliverables. At the Closing or prior to the Closing, Seller will deliver, or cause to be delivered, to each Buyer:
(a) an executed counterpart to each of the Transaction Agreements (other than any Confirmations) to which it is a party;
(b) an executed counterpart of Guarantor to the Guaranty;
(c) a certificate of the Secretary or an Assistant Secretary of Seller, dated the Effective Date, certifying as to (i) the incumbency of the officers of Seller executing the Transaction Agreements, (ii) attached copies of Seller’s articles of incorporation and bylaws; and (iii) copies of all corporate approvals and consents of Seller that are required by it in connection with entering into, and the exercise of its rights and the performance of its obligations under, the Transaction Agreements;
(d) a certificate of the Secretary or an Assistant Secretary of Guarantor, dated the Effective Date, certifying as to (i) the incumbency of the officer(s) of Guarantor executing the Guaranty, (ii) attached copies of Guarantor’s certificate of incorporation and bylaws; and (iii) copies of all corporate approvals and consents of Guarantor that are required by it in connection with entering into, and the exercise of its rights and the performance of its obligations under, the Guaranty;
(e) a customary legal opinion or opinions with respect to Seller opining on existence, due authorization and execution, absence of conflicts with Organizational Documents and with the Merger Agreement, binding nature of obligations, absence of violations of Law and no consents under Law; and
(f) a customary legal opinion or opinions with respect to Guarantor opining on existence, due authorization and execution, absence of conflicts with Organizational Documents, binding nature of obligations, absence of violations of Law and no consents under Law.
Seller Closing Deliverables. At the Closing, the Seller shall execute and/or deliver (or cause to be executed and/or delivered) to Buyer the following documents:
(i) an Assignment and Assumption of Lease Agreement in the form attached hereto as Exhibit A (each, an “Assignment and Assumption of Lease”) with respect to each Acquired Center Lease, assigning Seller’s right, title and interest under each Acquired Center Lease to Buyer;
(ii) to the extent a landlord’s consent is required in connection with the assignment of an Acquired Center Lease to Buyer, a written consent from such landlord consenting to the assignment of such Acquired Center Lease to Buyer (which consent may be included in the Assignment and Assumption of Lease if agreed to by such landlord);
(iii) all material consents, waivers, authorizations and approvals, if any, mutually agreed by the Parties to be required from any Governmental Authorities in connection with the consummation of the transactions contemplated by this Agreement;
(iv) a certificate of a duly authorized officer of Seller certifying that each representation and warranty of Seller hereunder is true and correct as of the Closing Date (except that those representations and warranties which address matters only as of a particular date need only be true and correct as of such date), in each case except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(v) a certificate of a duly authorized officer of Seller certifying that Seller has performed and complied in all material respects with each of the covenants, agreements and obligations Seller is required to perform at or prior to Closing under the terms of this Agreement;
(vi) a Bxxx of Sale in the form attached hereto as Exhibit B, transferring all of Seller’s right, title and interest in the Acquired Assets to Buyer;
(vii) an Assignment of Contracts in the form attached hereto as Exhibit C (the “Assignment”);
(viii) all such filings and submissions to the FDA or any other Governmental Authority, duly executed by Seller, as are necessary in connection with the transfer of the rights to any Licenses or Permits (to the extent so transferable);
(ix) a certificate substantially in the form attached hereto as Exhibit D, certifying that Seller is not a “foreign person” within the meaning of Section 1445 of the Code;
(x) evidence of release of any liens other than Permitted Encumbrances on the Acquired Assets;
(xi) an RSV plasma supply agreement in form and s...
Seller Closing Deliverables. At the Closing, Seller shall deliver to Buyer the following:
(a) Share certificates evidencing the Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto; and
(b) Copies of all resolutions of the board of directors and the shareholders of Seller authorizing the execution, delivery, and performance of this Agreement, and the other agreements, instruments, and documents required to be delivered in connection with this Agreement or at the Closing (collectively, the “Transaction Documents”) to which Seller is a party and the consummation of the transactions contemplated hereby and thereby.
Seller Closing Deliverables. At the Closing, Seller shall deliver to Buyer the following:
(a) a certificate of the Secretary (or other officer) of Seller certifying: (i) that attached thereto are true and complete copies of all resolutions of the board of directors and the shareholders of the Seller authorizing the execution, delivery, and performance of this Agreement, and the other agreements, instruments, and documents contemplated hereby to be delivered in connection with this Agreement or at the Closing to which Seller and the Company are a party (collectively, the “Seller Transaction Documents”) and the consummation of the transactions contemplated hereby and thereby, and that such resolutions are in full force and effect; (ii) the names, titles, and signatures of the officers of the Seller authorized to sign this Agreement and the other Seller Transaction Documents; and (iii) that attached thereto are true and complete copies of the Seller Organizational Documents (as hereinafter defined), including any amendments or restatements thereof, and that such governing documents are in full force and effect;
(b) a good standing certificate (or its equivalent) for the Seller and the Company from the secretary of state or similar Governmental Authority of the jurisdiction in which each is organized and each jurisdiction where the Seller and the Company is each qualified, registered, or authorized to do business. The term “Governmental Authority” means any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any arbitrator, court, or tribunal of competent jurisdiction;
Seller Closing Deliverables. Seller shall have delivered, or caused to be delivered, to Purchaser each of the deliverables described in Section 2.9(b).
