Common use of Seller Closing Deliverables Clause in Contracts

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were duly adopted by the respective Seller Board and remain in full force and effect, and have not been amended, rescinded or modified, except to the extent attached thereto; and (C) Sellers’ officer(s) executing this Agreement, and each of the other documents necessary for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 Assumed Contracts.

Seller Closing Deliverables. At the Closing, Sellers Seller shall deliver or cause to be delivered to Buyer: (i) a certificate, dated as of the Closing Date, duly executed by the secretary chief financial officer of ParentSeller, certifying that: (A) all documents to be executed by Sellers Seller and delivered at the Closing have been executed by a duly authorized officer of the applicable Seller; (B1) Seller’s Charter and Seller’s Bylaws, attached to the certificate, are true and complete; (2) such organizational documents have been in full force and effect in the form attached since the date of the adoption of the resolutions referred to in clause (3) below and no amendment, rescission or modification to such organizational documents has occurred since the date thereof; and (3) 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 at a duly convened meeting of such 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) Seller’s officer 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 AgreementLilly Consent, duly executed by Parent Seller and Flamel Ireland LimitedXxx Xxxxx and Company; (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) the Escrow Agreement among Seller, Buyer and the Escrow Agent, in the form of Exhibit 2.4(b)(iv) (the “Escrow Agreement”), duly executed by Seller and the Escrow Agent; (v) an opinion of Xxxxxxxx, Xxxxxx & Finger, P.A., in form and substance reasonably acceptable to Buyer, to the effect that the Acquisition does not constitute a sale of “all or substantially all assets” of Seller under Section 271 of the Delaware General Corporation Law; (vi) a certificate of each Seller other than ParentSeller, in compliance with Section 1.1445-2(b)(2) of the Treasury Regulationsregulations under the Code (relating to FIRPTA), 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;and (vvii) 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 Assumed ContractsW-9.

Seller Closing Deliverables. At the ClosingClosing (or immediately thereafter), Sellers the Seller shall deliver or cause to be delivered to Buyer: i. certificates representing the Shares, free and clear of all Encumbrances, duly endorsed to Buyer or accompanied by duly executed stock powers; ii. the Escrow Agreement (ithe “Escrow Agreement”), duly executed by the Seller; iii. written resignations pursuant to Section 5.04 of this Agreement; iv. fully executed employment and consulting agreements in a form satisfactory to Buyer in its sole and absolute discretion between the Company and such employees and consultants of the Company as Buyer may determine, including but not limited to those individuals listed on Section 2.03(a)(iv) of the Disclosure Schedules; v. the written release of all Encumbrances (other than Encumbrances for Taxes not yet due and payable) relating to the assets of the Company or the Shares, in either case, executed by the holder of or parties to each such Encumbrance, in form and substance reasonably satisfactory to Buyer and its counsel, including but not limited to any secured interest with respect to the Company notes listed on Section 2.03(a)(v) of the Disclosure Schedules; vi. with respect to the information statement to be filed with the SEC by the Seller on Form 14C under Section 3.25 below, the expiration of the applicable Twenty (20)-day period under 17 CFR 240.14c-2; vii. fully executed [cash account signature change form]; viii. all consents and approvals relating to the Company required to be obtained from the any Governmental Authority and from third parties under Contracts (hereinafter defined), including, but not limited to, those consents listed and described on Section 2.03(a)(viii) of the Disclosure Schedules; ix. fully executed convertible note from Seller to Xxxxxx Law Group in the amount of Four Hundred And Fifty Thousand Dollars ($450,000) (to be held by Seller or Seller’s representative pending final disposition of the Exergen Litigation); x. evidence of product liability insurance of the Company covering claims, up to at least $1,000,000, made with respect to the Company and the Business during the one-year period following the Closing with regard to event(s) that occurred prior to the Closing that gave rise to such claim(s); xi. evidence that immediately prior to, or at, Closing, all Intercompany Indebtedness between the Company, on the one hand, and Seller and its Affiliates (other than the Company), on the other hand shall be settled, released and/or terminated without any continuing Liability to or obligation of the Company as set forth in Section 5.17; xii. the written release of accounts payables listed on Section 2.03(a)(xii) of the Disclosure Schedules, executed by the payee, in form and substance reasonably satisfactory to Buyer and its counsel; xiii. a certificate of good standing, or equivalent certificate, for the Company, dated within five (5) Business Days of the Closing Date, issued by the appropriate Government Authority; xiv. all share transfer books, minute books and other corporate records of the Company; and xv. a copy, certified by the Secretary of the Company to be true, complete and correct 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) constituent documents of the Company, and resolutions adopted by of the Board stockholders and board of Directors directors or other similar governing body of each Seller (the “Seller Boards”) Company, authorizing and approving 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 Assumed Contractstransactions contemplated hereby.

Seller Closing Deliverables. At or before the Flying J Closing, Sellers Seller shall deliver or cause to be delivered to BuyerEscrow Agent (as hereinafter defined) the following items for each Flying J Properties on Exhibit A-2: i. Deeds (icollectively, the “Deed”) substantially in the forms attached hereto and made a certificate, dated part hereof as of Exhibit K with respect to each applicable Flying J Property (with such modifications thereto as are reasonably requested by the Closing DateTitle Company), 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 ii. A xxxx 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) sale (the “Xxxx of Sale”) in the form attached hereto and made a part hereof as Exhibit C duly executed by Seller; iii. A FIRPTA Affidavit in the form attached hereto and made a part hereof as Exhibit D duly executed by Seller, or a duly executed IRS W-9 form, as applicable; iv. An assignment of all of Seller’s right title and interest in and to the Flying J Lease (the “Assignment of Leases”) in the form attached hereto and Assumptionmade a part hereof as Exhibit E duly executed by Seller; v. Those books, records and other documents relating solely to the Flying J Properties set forth on Exhibit F; vi. Such affidavits as may be customarily and reasonably required by the applicable title company issuing Buyer’s owner’s policy of title insurance (the “Title Company”), in a form reasonably acceptable to Seller; vii. Subject to Section 10(b) hereof, the full amount of the Burger King Loan Repayment Amount (as defined below) in immediately available wire transferred funds; viii. Such other documents, certificates, instruments, affidavits and transfer tax returns as are customarily executed by a seller of real property in the city, county and State where the Flying J Properties are located or as are reasonably requested by Buyer to close the transactions contemplated hereunder; and ix. An estoppel certificate in the form attached hereto and made a part hereof as Exhibit J duly executed by each Seller; the tenant under the Flying J Lease (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“Flying J Tenant”); provided, howeverthat Buyer shall accept such modifications to the form attached as Exhibit J as are reasonably requested by Flying J Tenant, that if any Seller is treated as a disregarded entity provided further there shall be no material changes to the certifications given under the Treasury Regulations issued under Code Section 7701paragraphs 1, such Seller will not be required to provide a certificate2, 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 3 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 Assumed Contracts4 thereof.

Seller Closing Deliverables. At the Closing, Sellers Seller shall deliver to Purchaser, or cause to be delivered to BuyerPurchaser by the Other Sellers, as applicable, the following: (ia) a certificatecounterpart of the Assignment and Assumption Agreement (other than with respect to the Deferred Closing Assets and the Deferred Closing Liabilities) duly executed by Seller and each Other Seller (other than any Other Seller that has executed and delivered, dated or is expected to execute and deliver at a Deferred Closing, a Local Transfer Agreement in accordance with section (c) below or Section 2.8(d)(iii)); (b) counterparts of such other instruments of assignment and assumption, quitclaim deeds, bills of sale, title affidavits, and other instruments or documents, in form and substance reasonably acceptable to Seller and Purchaser or the appropriate Purchaser Assign, as may be necessary to effect the transfer of the Transferred Assets consisting of Transferred Intellectual Property, tangible personal property, owned Real Property and leased Real Property to Purchaser or the appropriate Purchaser Assign (other than, in each case, the Deferred Closing Assets), duly executed by the appropriate Seller Parties; (c) a Local Transfer Agreement in respect of each Seller Party incorporated in a Specified Jurisdiction that is a First Wave Country duly executed by such Seller Party, but solely to the extent all required Consents from, and filings with and notices to, the Government Entities in such Specified Jurisdiction have been obtained or made; (d) a counterpart of each of the Ancillary Agreements that by their terms are to be executed and delivered on 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 Sellerappropriate Seller Parties; (Be) 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 certificate 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 be delivered pursuant 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 signatureSection 8.3(c); (iif) the Development Agreement, a duly executed by Parent and Flamel Ireland Limited; (iii) FIRPTA certificate meeting 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 requirements under Treasury Regulation section 1.1445-2(b)(2) of the Treasury Regulations2, listing such Seller’s name, address and U.S. employer identification number and stating certifying that such Seller is not a foreign person; providedPerson, however, and that if any Seller is treated as in a disregarded entity under the Treasury Regulations issued under Code Section 7701, such Seller will not be required form reasonably satisfactory 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)Purchaser; and (viig) all forecasts since the Measurement Date that are required to be delivered pursuant to or in accordance with any an assignment of the Assumed ContractsKIFL Deferred Closing Note(s) by the EKC Subsidiary to Purchaser or one or more Purchaser Assigns designated by Purchaser, together with the KIFL Deferred Closing Note(s).

Seller Closing Deliverables. At or prior to the Closing, the Sellers or the Company shall deliver deliver, or cause to be delivered delivered, to the Buyer: (a) (i) a certificate, certificate from an executive officer of the Company dated as of the Closing Date, stating that the applicable conditions specified in Section 8.2(a), Section 8.2(b) and Section 8.2(c) have been satisfied, solely to the extent of representations, warranties, covenants and agreements made by the Company, and (ii) a certificate from an authorized representative of each Seller dated as of the Closing Date, stating that the applicable conditions specified in Section 8.2(a) and Section 8.2(b) have been satisfied, solely to the extent of representations, warranties, covenants and agreements made by such Seller and not as to any other Seller; (b) instruments of assignment and assumption of the Transferred Securities, 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; (Bc) resignations, or other reasonable evidence of removal, of all directors, and officers of the resolutions adopted Company other than those listed on Section 2.3(c) of the Company Disclosure Letter (from their director and officer positions but not with respect to their employment by the Board Company), effective as of Directors the Closing Date; (d) (i) a statement from the Company, signed under penalties of perjury and dated no more than thirty (30) days prior to the Closing Date, that satisfies the requirements of Treasury Regulation Section 1.1445-11T(d)(2) and (ii) a properly completed and duly executed Internal Revenue Service (“IRS”) Form W-9 from each Seller; (e) at least three (3) Business Day prior to the Closing Date, customary payoff letters dated on or other similar body of each Seller prior to the Closing Date (the “Seller BoardsPayoff Letters”) authorizing (i) from the executionholders of indebtedness of borrowed money of the Company or any of its Subsidiaries under the Credit Agreement and (ii) from MSG TG with respect to the MSG Payment (collectively, delivery the “Indebtedness for Borrowed Money”), which Payoff Letters shall (A) specify the aggregate principal amount and performance all accrued but unpaid interest constituting such Indebtedness for Borrowed Money and provide that, upon payment in full of the amounts indicated therein, all Liens (if any) with respect to such Indebtedness for Borrowed Money shall be terminated and of no further force and affect and (B) including, as attachments, appropriate and, where applicable, duly executed, customary releases and/or terminations of all security interests recorded against the assets of the Company and its Subsidiaries (including, for the avoidance of doubt, UCC-3 Financing Statements, intellectual property releases, mortgage releases and termination of any guarantees with respect thereto) with respect to such Indebtedness for Borrowed Money (in each case, in a form and substance reasonably satisfactory to the Buyer); (f) written evidence that the Company has provided a notice of corporate change to the municipality or community boards applicable to Venues within New York State and, if the Closing Date occurs after the 30th day following the date of this Agreement, as attached to evidence that the certificateCompany has filed an Application for Approval of Corporate Change with the New York State Liquor Authority (together, 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“NYS Regulatory Actions”); (Cg) Sellers’ officer(s) executing this Agreement, and with respect to each of the other documents necessary for consummation of TAO Holdings Redemption, the Contemplated TransactionsTG Rollover Holdco Redemption, is an incumbent officer, the Aggregator Contribution and the specimen signature on DB Holdings Contribution, documentation, evidencing the completion of such certificate is a genuine signature; (ii) the Development Agreementtransactions, duly executed by Parent and Flamel Ireland Limitedthe applicable Seller, provided that such documentation shall not include any additional representations or warranties; (iiih) the Xxxx of Sale, Assignment and Assumption Agreement, in the form of Exhibit 2.4(b)(iii) (the “Xxxx of Sale, Assignment and Assumption”)A Mutual Release, 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 Sellers 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)Company; and (viii) all forecasts since the Measurement Date that are required to be delivered pursuant to or in accordance with any of Continuing Intercompany Contracts, duly executed by the Assumed Contractsparties thereto.

Seller Closing Deliverables. At the Closing, Sellers Seller shall deliver or cause to be delivered to Buyer: (i) a certificate, dated as of the Closing Date, duly executed by the secretary chief executive officer or chief financial officer of ParentSeller, certifying that: (A) all of the conditions set forth in Section 6.2(a) have been satisfied; (B) all documents to be executed by Sellers Seller and delivered at the Closing have been executed by a duly authorized officer of the applicable Seller; (BC) 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 AgreementAgreement and all Related Documents to which Seller is a party, as attached to the certificate, were duly adopted by the respective Seller Board and at a duly convened meeting of such board, remain in full force and effect, and have not been amended, rescinded or modified, except to the extent attached thereto; and; (C1) Sellers’ officer(sthe SPV Certificate and the Existing Operating Agreement, attached to the certificate, are true and complete; (2) such organizational documents have been in full force and effect in the form attached since the date of the adoption of the resolutions referred to in clause (3) below and no amendment, rescission or modification to such certificate of formation has occurred since the date thereof (other than the contemplated adoption of the Operating Agreement in connection with the Closing); and (3) the resolutions adopted by the sole member of SPV authorizing the execution, delivery and performance of all Related Documents to which SPV is a party, as attached to the certificate, were duly adopted by such sole member, remain in full force and effect, and have not been amended, rescinded or modified, except to the extent attached thereto; (E) Seller’s officer 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; and (F) SPV’s officer executing each of the documents necessary for consummation of the Contemplated Transactions and to which SPV is a party, is an incumbent officer, and the specimen signature on such certificate is a genuine signature; (ii) copies of the Development AgreementRequired Side Letters, duly executed and delivered by Parent and Flamel Ireland Limitedthe applicable parties thereto; (iii) the a Xxxx of Sale, Assignment and Assumption Agreement, substantially in the form of Exhibit 2.4(b)(iii) (the “Xxxx of Sale, Assignment and Assumption”), duly executed by each Seller; (iv) a Patent Assignment Agreement, substantially in the form of Exhibit 2.4(b)(iv) (the “Patent Assignment Agreement”), duly executed by Seller; (v) an Amended and Restated LLC Operating Agreement of SPV, substantially in the form of Exhibit 2.4(b)(v) (the “Operating Agreement”), duly executed by Seller and SPV; (vi) a Contribution Agreement, substantially in the form of Exhibit 2.4(b)(vi) (the “Contribution Agreement”), duly executed by Seller and SPV; (vii) a Services and Development Agreement, substantially in the form of Exhibit 2.4(b)(vii) (the “Development Agreement”), duly executed by Seller; (viii) a License Agreement relating to the license of Seller Intellectual Property from SPV to Seller in the Territory, substantially in the form of Exhibit 2.4(b)(viii) (the “Ex-US License Agreement”), duly executed by Seller and SPV; (ix) a License Agreement relating to the license of Seller Intellectual Property from SPV to Seller outside the Territory, substantially in the form of Exhibit 2.4(b)(ix) (the “US License Agreement”), duly executed by Seller and SPV; (x) an Assignment of License Agreement effecting the assignment of the Ex-US License Agreement from Seller to Buyer, substantially in the form of Exhibit 2.4(b)(x) (the “Assignment Agreement”), duly executed by Seller; (xi) a certificate of each Seller other than ParentSeller, in compliance with Section 1.1445-2(b)(21.1445‑2(b)(2) of the Treasury Regulationsregulations under the Code (relating to FIRPTA), 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; (vxii) a duly completed physical possession of all tangible Purchased Assets, as applicable, together with all such other deeds, endorsements or other instruments as shall be requested by Buyer to vest in Buyer good and accurate Internal Revenue Service Form W-8 or W‑9 for each Sellermarketable title to all of the Purchased Assets, free and clear of all Liens; (vixiii) certificates of good standing of each of Seller and SPV, certified as of a recent date by (A) the Secretary of State of the State of Delaware and (B) a fully executed waviersimilar authority in any other applicable state or country where each of Seller and SPV, pursuant as the case may be, is qualified to which Deerfield CSFdo business, LLCwhere such qualification is material to Seller or SPV, 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)respectively; and (viixiv) all forecasts since the Measurement Date that are required to be delivered pursuant to or in accordance with any of the Assumed Contractssuch other certificates and other documentation from Seller and SPV as Buyer shall have reasonably requested.

Seller Closing Deliverables. At the Closing, Sellers Seller shall deliver or cause to be delivered to Buyer: (i) a certificate, dated as of the Closing Date, duly executed by the secretary of ParentSeller, certifying that: (A) all documents to be executed by Sellers Seller 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’ Seller’s 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 Transition Services Agreement, duly executed by Parent and Flamel Ireland LimitedSeller; (iii) the Xxxx xxxx of Sale, Assignment and Assumption Agreement, sale in the form of Exhibit 2.4(b)(iii2.4(b)(iii)(A) (the “Xxxx of Sale, ”) and the assignment and assumption agreement in the form of Exhibit 2.4(b)(iii)(B) (the “Assignment and AssumptionAssumption Agreement”), duly executed by each Seller; (iv) a certificate of each Seller other than Parentregistration rights agreement, in compliance with Section 1.1445-2(b)(2the form of Exhibit 2.4(b)(iv) 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)(iiiRegistration Rights Agreement”)) shall provide such a certificate and identify thereon the disregarded entity that it owns, duly executed by Seller; (v) a duly completed certificate from Seller, dated as of the Closing Date, prepared and accurate Internal Revenue Service Form W-8 or W‑9 for each Sellerexecuted in accordance with Treasury Regulations Section 1.1445-2(b)(2) certifying that Buyer is not required to withhold from the proceeds of the Acquisition pursuant to Section 1445 of the Code; (vi) a certificate, dated as of the Closing Date, duly executed by an authorized officer of Seller, certifying that Seller (a) is able to pay its debts as they become due and (b) has adequate capital to carry on its business. (vii) a duly completed and accurate IRS Form W-8 or W‑9 for Seller; (viii) a fully executed wavierwaiver (the “Deerfield Waiver”), in form and substance acceptable to Buyer, 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); (ix) unless such parties are released by Deerfield CSF, LLC and its relevant Affiliates, fully executed consents from Avadel US Holdings, Inc. and Avadel Pharmaceuticals plc consenting to the Contemplated Transactions and the transfer of their guarantor obligations pursuant to Guarantees dated February 16, 2018; and (viix) all forecasts since Seller will enter into a Voting Agreement in the Measurement Date that are required to be delivered pursuant to or in accordance with any form of the Assumed ContractsExhibit 2.4(b)(x).

Seller Closing Deliverables. At the Closing, Sellers Seller shall deliver or cause to be delivered to Buyer: (i) a certificateduly executed signature page of Seller to the letter agreement in the form attached hereto as Exhibit A, dated on or prior to the Closing Date (the “Waiver and Consent Agreement”); provided, however, that notwithstanding anything to the contrary in this Agreement, Buyer agrees and acknowledges that Seller does not control the Company or Exxxx Xxxxxxxx and in the event either the Company or Exxxx Xxxxxxxx is unwilling to execute and deliver the Waiver and Consent Agreement, Seller shall have no liability or Losses to the Buyer or any of its affiliates in the event of Seller’s failure to obtain the Waiver and Consent Agreement and Seller shall have the right to terminate the Agreement as contemplated in Article 8 (including, if applicable, pursuant to Section 8(a)(v)); (ii) all original certificate(s) (together with stock powers duly executed in blank), if any, that represent the Shares; (iii) evidence of resignation of each member of the board of directors of the Company appointed on behalf of Seller; and (iv) assuming receipt of a mutually reciprocal release in substantially the same form as the Seller Release (as defined below) from the Company and Exxxx Xxxxxxxx in favor of the Seller Prior Board Members (as defined below), dated effective as of the Closing Date (the “Reciprocal Release”), a general release substantially in the form attached hereto as Exhibit B from Seller, dated effective as of the Closing Date, duly executed by of all claims against the secretary of ParentCompany and its officers, certifying that: (A) all documents to be executed by Sellers managers, directors, employees 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 affiliates (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 AssumptionRelease”), 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 notwithstanding anything to the contrary in this Agreement, Buyer agrees and acknowledges that Seller does not control the Company or Exxxx Xxxxxxxx and in the event either the Company or Exxxx Xxxxxxxx is unwilling to execute and deliver the Reciprocal Release, Seller shall have no liability or Losses to the Buyer or any of its affiliates in the event of Seller’s failure to obtain the Reciprocal Release and Seller shall have the right to terminate the Agreement as contemplated in Article 8 (including, 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 wavierapplicable, 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 AgreementSection 8(a)(v)); and (viiv) such other documents or instruments as may be reasonably requested by Buyer to vest in Buyer all forecasts since right, title and interest in, to and under the Measurement Date that are required to be delivered pursuant to or in accordance with any of the Assumed ContractsShares.

Seller Closing Deliverables. At the Closing, Sellers Seller shall deliver deliver, or cause to be delivered delivered, to Buyerthe applicable Purchaser the following items: (a) (i) a certificateto the extent Seller elects for the XXX Xxxx Property to be transferred to the relevant Purchaser from Union County, dated as of the Closing DateArkansas, duly executed by the secretary of Parent, certifying that: (A) all documents to be executed by Sellers each Deed and delivered at the Closing have been Xxxx of Sale, executed by a duly authorized officer representative of Union County, Arkansas, pursuant to which the applicable Seller; XXX Xxxx Property described therein is transferred to the relevant Purchaser, and (B) the resolutions adopted other documents properly executed by the Board of Directors Seller or other similar body of each Seller (the “Seller Boards”) authorizing the executionUnion County, delivery Arkansas as 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 contemplated by Section 6.21, and (Cii) Sellers’ officer(s) executing this Agreementeach other Ancillary Agreement to which Seller is a party, duly executed by a duly authorized representative of Seller, and each document, if any, required to be delivered to such Purchaser by Seller in accordance with the provisions 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 any Ancillary Agreement, duly executed by Parent and Flamel Ireland Limiteda duly authorized representative of Seller; (iiib) each document required to be delivered to such Purchaser by Seller pursuant to Article VII; (c) copies of each Seller's Consent to the Xxxx extent obtained by Seller with respect to the sale and purchase of Salethe Purchased Assets or the consummation of the Transactions, Assignment and Assumption Agreementincluding with respect to the transfer of any Purchased Contract or Purchased License; (d) evidence, in form and substance reasonably satisfactory to each Purchaser, demonstrating that Seller has obtained all of the Seller's Regulatory Approvals and Seller's Required Consents; (e) Seller's Title Affidavit, in substantially the form attached hereto as Exhibit F, and any other documents and instruments that may be reasonably required by the Title Insurer in order to issue the Title Policies and the endorsements set forth on Part I of Schedule 6.2(a), in each case duly executed by a duly authorized representative of Seller; provided, that (i) there is no cost to Seller to issue any such endorsements and (ii) Seller shall not be required to incur any additional liability (including providing an additional indemnity to the Title Insurer) in order to cause the Title Insurer to issue any endorsement identified on Part I of Schedule 6.2(a) beyond the liability and indemnity obligations that Seller would otherwise have under the form of Title Affidavit attached as Exhibit 2.4(b)(iiiF; (f) (a certificate and affidavit of non-foreign status of Seller pursuant to Section 1445 of the “Xxxx of SaleCode, Assignment and Assumption”)in substantially the form attached hereto as Exhibit G, duly executed by each a duly authorized representative of Seller (or Seller's tax parent Affiliate, as applicable); (g) the Post-Closing Confidentiality Agreement, duly executed by a duly authorized representative of Entegra TC and Seller; (ivh) a certificate an assignment and assumption agreement or deed, as required by the Title Insurer, to effect an insurable transfer to each Project Purchaser all of each Seller other than Parent, in compliance with Section 1.1445-2(b)(2) of the Treasury Regulations, listing such Seller’s nameright, address title and U.S. employer identification number interest in and stating to the reversionary interest in favor of Seller contained in that such Seller is not a foreign person; providedcertain Special Warranty Deed from Union Power Partners, howeverL.P. to Xxxxx Water Association, that if any Seller is treated as a disregarded entity under the Treasury Regulations issued under Code Section 7701Inc. filed March 30, such Seller will not be required to provide a certificate2007 in Book 2007 at Page 3246 in public records of Union County, 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 ownsArkansas; (vi) a duly completed evidence reasonably satisfactory to each Project Purchaser that the certain Declaration by Grantee of No Objection and accurate Internal Revenue Service Form W-8 or W‑9 for each Seller; (vi) a fully executed wavierAgreement dated August 31, pursuant to which Deerfield CSF2000, LLCby Entergy Arkansas, on behalf of itself Inc. and all its AffiliatesUnion Power Partners, (a) waives its right to accelerate the Deferred Payments (as defined L.P., recorded in the Deerfield Agreement) as a result public records of Union County, Arkansas on September 7, 2000, in Deed Book 2000 at Page 7646 has been assigned to the Contemplated Transactions and (b) acknowledges that the Contemplated Transactions are not an Acceleration Trigger Event (as defined in the Deerfield Agreement)Union County Water Conservation Board; and (vii) all forecasts since the Measurement Date that are required to be delivered pursuant to or in accordance with any of the Assumed Contracts.

Seller Closing Deliverables. At the Closing, Sellers Seller shall deliver or cause to be delivered to BuyerBuyer the following: (i) a certificate, dated as xxxx of sale in form and substance satisfactory to Buyer (the Closing Date, “Xxxx of Sale”) and duly executed by Seller, transferring the secretary tangible personal property included in the Purchased Assets to Buyer; (ii) an assignment and assumption agreement in form and substance satisfactory to Buyer (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of Parentthe Purchased Assets (including the Assigned Contracts) and the Assumed Liabilities; (iii) assignments in form and substance satisfactory to Buyer (the “Intellectual Property Assignments”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the Intellectual Property to Buyer; (iv) a sublease of the premises located at 0000 Xxxxxxx Xxxxxx, Huntington Beach, California, 92648 (the “Huntington Beach Facility”), for a period through and including May 30, 2019, at the same rates charged to Seller under Seller’s lease agreement with Xx. Xxx-Xxxx Xxxxx (“Lessor”), dated May 20, 2014, in form and substance satisfactory to Buyer and duly executed by Seller (the “Sublease”); (v) assignments in form and substance satisfactory to Buyer (collectively, the “Assignments of Authorizations”) and duly executed by Seller transferring all of Seller’s right, title and interest in and to the Authorizations to Buyer; (vi) the employment agreement between Buyer and Xxxxxxx X. Xxxxxx (the “Xxxxxx Employment Agreement”) duly executed by Xxxxxxx X. Xxxxxx; (vii) the employment agreement between Buyer and Xxxxxx X. Xxxxxxxx (the “Xxxxxxxx Employment Agreement”) duly executed by Xxxxxx X. Xxxxxxxx; (viii) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code duly executed by Seller; (ix) copies of all consents, approvals, waivers and authorizations listed on Schedule 2.3; (x) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying that: as to (A) all documents to be executed by Sellers the full force and delivered at the Closing have been executed by a duly authorized officer effect of the applicable Seller; articles of incorporation and bylaws of Seller attached to such certificate as exhibits, (B) the resolutions adopted by of the Board of Directors or other similar body of each Seller (the “Seller Boards”) authorizing Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement, as attached to Agreement and the certificate, were duly adopted by the respective Seller Board and remain in full force and effecttransactions contemplated hereby, and have not been amended, rescinded or modified, except (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the extent attached theretodocuments to be delivered hereunder; and (Cxi) Sellers’ officer(s) executing this Agreement, and each of the any other documents necessary for consummation of and instruments reasonably requested by Buyer to effectuate 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 Assumed Contractstransactions contemplated herein.

Seller Closing Deliverables. At the Closing, Sellers Seller shall deliver or cause to be delivered to BuyerBuyer the following: (ia) a certificate, dated as of the Closing DateThe Promissory Note, duly executed by the secretary of Parent, certifying that:Seller. (Ab) 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, An Assignment and Assumption Agreement, assigning the Membership Interests from Seller to Buyer and in the form of attached hereto as Exhibit 2.4(b)(iii) B (the “Xxxx of Sale, Assignment and AssumptionAssumption Agreement”), duly executed by each Seller;. (ivc) A Transition Services Agreement, in a form to be drafted by Seller prior to the Closing and reasonably acceptable to Buyer (the “Transition Services Agreement”), duly executed by Seller. (d) A certificate of each Seller the Secretary (or other than Parent, in compliance with Section 1.1445-2(b)(2officer) of the Treasury Regulations, listing such Seller’s name, address Seller certifying: (i) that attached thereto are true 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 complete copies of all resolutions of the disregarded entity” (within board of directors of Seller authorizing the meaning execution, delivery, and performance of Treasury Regulations Section 1.445-2(b)(2)(iii)) shall provide such a certificate this Agreement and identify thereon the disregarded entity that it owns; (v) a duly completed other agreements, instruments, 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 documents required to be delivered pursuant in connection with this Agreement (including the Assignment and Assumption Agreement, Transition Services Agreement and the Promissory Note) or at the Closing (collectively, the “Transaction Documents”) to or in accordance with any which Seller is a party and the consummation of the Assumed Contractstransactions contemplated hereby and thereby, and that such resolutions are in full force and effect; (ii) the names, titles, and signatures of the officers of Seller authorized to sign this Agreement and the Transaction Documents; and (iii) that attached thereto are true and complete copies of the governing documents of the Company, including any amendments or restatements thereof, and that such governing documents are in full force and effect. (e) Acknowledgements and waivers agreements executed by each of Xxxx Xxxxxx, an individual (“Strand”), and Xxxxxxx Xxxxxxx, an individual (“Xxxxxxx”), in forms acceptable to Buyer, relating to the notice and severance provisions under Strand’s and Xxxxxxx’x respective employment agreements and which waive the non-compete provisions therein to allow Strand and Xxxxxxx to fully perform their duties for the Company and the Blackbird Entities on and after the Closing Date. (f) An acknowledgement and waiver executed by Seller waiving the non- compete provisions of Xxxxxx’x employment agreement other than with respect to the Restricted Business (as defined below). (g) Releases of the Encumbrances on the Membership Interests set forth in Section 4.04 of the Disclosure Schedules. (h) Such other customary instruments of transfer filings or documents in form and substance reasonably satisfactory to Seller, that Buyer may request.

Seller Closing Deliverables. At the Closing, Sellers shall deliver or cause to be delivered to Buyer: (i) a certificateEach Seller shall have delivered evidence to Buyer, dated as in form and substance satisfactory the Buyer, 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 approval of the applicable Seller; (B) the resolutions adopted execution and delivery 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 it 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 signatureAgreement; (ii) Each Seller shall have delivered a bill of sale in form satisfactory to the Development Agreement, Buyer (the “Bill of Sale”) and duly executed by Parent and Flamel Ireland Limitedeach Seller transferring the tangible personal property included in the Purchased Assets to Buyer; (iii) Each Seller shall have delivered an assignment and assumption agreement in form and substance satisfactory to Buyer (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, effecting the assignment to and assumption by Buyer of the Purchased Assets and Assumed Liabilities; (iv) Each Seller shall have, and shall have caused its Affiliates to have, duly executed and delivered to Existing Lender and Buyer such duly executed documents or instruments of assignment as requested by Existing Lender, Buyer or its Affiliates to effect the entry of Buyer or its Affiliates into the New Credit Agreement (collectively, the “New Credit Agreement Documents”); (v) Each Seller shall have delivered to Buyer such other customary instruments of assumption, filings, or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions contemplated by this Agreement, including, without limitation, any and all license agreements deemed necessary or desirable by Buyer for the ownership and operation of the Purchased Assets; (vi) Each Seller shall have delivered to Buyer a certificate of each Seller other than Parent, in compliance with Section pursuant to Reg. §1.1445-2(b)(22(b) of the Treasury Regulations, listing such Seller’s name, address and U.S. employer identification number and stating that such each 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” (person 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 Assumed ContractsCode §1445.

Seller Closing Deliverables. At the Closing, Sellers Seller 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, substantially in the form of Exhibit 2.4(b)(i) (the “Xxxx of Sale, Assignment and Assumption Agreement”), duly executed by Seller and/or XBiotech USA, Inc. (“XBiotech USA”); (ii) the Escrow Agreement among Seller, Buyer and the Escrow Agent, substantially in the form of Exhibit 2.4(b)(ii) (the “Escrow Agreement”), duly executed by Seller and the Escrow Agent; (iii) a Patent Assignment Agreement, substantially in the form of Exhibit 2.4(b)(iii) (the “Xxxx of Sale, Patent Assignment and AssumptionAgreement”), duly executed by each SellerSeller and/or XBiotech USA; (iv) a certificate Clinical Manufacturing Agreement, substantially in the form of each Seller other than Parent, in compliance with Section 1.1445-2(b)(2Exhibit 2.4(b)(iv) 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)(iiiClinical Manufacturing Agreement”)) shall provide such a certificate and identify thereon the disregarded entity that it owns, duly executed by XBiotech USA; (v) a License to Occupy, substantially in the form of Exhibit 2.4(b)(v) (the “License to Occupy”), duly completed and accurate Internal Revenue Service Form W-8 or W‑9 for each Sellerexecuted by XBiotech USA; (vi) a fully executed wavierTransition Services Agreement, 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 substantially in the Deerfield form of Exhibit 2.4(b)(vi) (the “Transition Services Agreement”), duly executed by XBiotech USA; (vii) as a result of the Contemplated Transactions and (b) acknowledges that the Contemplated Transactions are not an Acceleration Trigger Event (as defined IP License Agreement, substantially in the Deerfield form of Exhibit 2.4(b)(vii) (the “IP License Agreement”), duly executed by Seller; (viii) a duly completed and accurate IRS Form W-9 or applicable IRS Form W-8; and (viiix) evidence, acceptable to Buyer in its sole discretion, that all forecasts since Liens set forth on Schedule 3.4(a) have been properly terminated or released on or before the Measurement Date Closing, including either (i) a completed UCC-3 Termination Statement, in a proper form for filing, in respect of each such Lien, or (ii) a payoff letter from the secured party thereunder, in form and substance acceptable to Buyer, certifying that are required to be delivered pursuant to upon receipt by or in accordance with any on behalf of Seller of the Assumed Contractsamount specified in such payoff letter, such Lien shall be released with no further action and that such secured party will, promptly upon receipt of the specified amount, deliver to Buyer a duly executed UCC-3 Termination Statement, in a proper form for filing, in respect of such Lien.

Seller Closing Deliverables. At the Closing (or prior to the Closing, Sellers shall if specified below), Seller(s) and the Company, as applicable, will deliver or cause to be delivered to BuyerBuyer and Parent the following: (ia) executed assignments in customary form transferring the Company Interests to Buyer; (b) a certificatecertificate of good standing for the Company and each Company Entity issued by the applicable governmental entity from its state of organization; (c) all Closing Approvals (as hereinafter defined) marked with an asterisk in Schedule 3.05 and Schedule 4.04 (the “Required Closing Approvals”) in forms satisfactory to Buyer and the Sellers’ Representative in each of their reasonable discretion; (d) written evidence, dated as in form satisfactory to Buyer in its reasonable discretion, of the release of all Encumbrances on or relating to the Company Interests other than Permitted CI Encumbrances; (e) at least one (1) Business Day prior to the Closing Date, duly executed a funds flow prepared in good faith by the secretary Company setting forth, in reasonable detail, (i) the Estimated Amount and the other items described in Section 1.01(b), (ii) an update to Exhibit A (setting forth revised numbers and percentages, including each Seller’s revised indemnification percentage (which percentage will be determined by dividing the aggregate amount of Parent, certifying that:consideration received by such Seller by the Aggregate Consideration) after taking into account the Estimated Amount and the other items described in Section 1.01(b)) and (iii) payment instructions with respect to each of the cash payments set forth therein (the “Funds Flow”); (Af) all documents to be executed by Sellers and delivered at the Closing have been executed by a duly authorized certificate of an officer of the applicable Seller; Company certifying: (Bi) the that attached thereto are true and complete copies of all resolutions adopted by the Board managers of Directors or other similar body of each Seller (the “Seller Boards”) Company authorizing the execution, delivery and performance of this Agreement and the Transaction Documents (as hereinafter defined) to which it is a party and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (ii) that attached thereto are true and complete copies of the Company’s articles of organization and the Company LLC Agreement, as attached to the certificate, were duly adopted by the respective Seller Board and remain that all such documents are in full force and effect, and have not been amended, rescinded (iii) the names and signatures of the managers or modified, except officers of the Company authorized to the extent attached thereto; andsign this Agreement and each Transaction Document to which it is a party; (Cg) Sellers’ officer(s) executing this Agreement, and a certificate of an authorized person of each of TJV and FCC: (i) that attached thereto are true and complete copies of all resolutions adopted by the other documents necessary for governing body of such Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the Contemplated Transactions, is an incumbent officertransactions contemplated hereby, and that all such resolutions are in full force and effect and are all the specimen signature on such certificate is a genuine signature; resolutions adopted in connection with the transactions contemplated hereby; and (ii) the Development Agreementnames and signatures of the authorized persons of such Seller authorized to sign this Agreement and the other documents to be delivered hereunder; and in the case of each Seller that is not an individual (other than TJV and FCC), duly executed a copy of all resolutions adopted by Parent the governing body of such Seller authorizing the execution, delivery and Flamel Ireland Limitedperformance of this Agreement and the consummation of the transactions contemplated hereby; (iiih) the Xxxx of Sale, Assignment and Assumption Agreement, in the form of Exhibit 2.4(b)(iiian executed Lock-Up Agreement from each Seller; (i) (the “Xxxx of Sale, Assignment and Assumption”), duly an Exchange Rights Agreement executed by each Seller; (ivj) a certificate if requested by Buyer in writing prior to Closing, resignations, effective as of the Closing, of the officers, directors or managers of the Company and each Seller Company Entity (other than Parent, as described in compliance with Section 1.1445-2(b)(22.02(o) 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)(iii2.02(p) below)) shall provide such a certificate and identify thereon the disregarded entity that it owns; (vk) a duly completed waiver of all transfer restrictions under the Company’s limited liability company operating agreement executed by all Sellers; (l) investor certificates and accurate Internal Revenue Service subscription agreement in the form attached hereto as Exhibit J; (m) a CD-Rom or thumb drive containing electronic copies of all documents in the electronic data site as of Closing; (n) an IRS Form W-8 or W‑9 W-9 of the Company and for each Seller; (vio) a fully executed wavierresignation from each member of the Board of Directors of each Licensed Entity and evidence that the Board of Directors of each Licensed Entity has approved and/or taken the actions described in Section 7.02(f) applicable to such entity; (p) a resignation from each of [**********] as an employee of, pursuant and member of the Board of Directors of, the Company and each Company Entity, as applicable; (q) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to which Deerfield CSFBuyer, LLCas may be required to give effect to this Agreement, on behalf including those required to be delivered under Section 7.02; (r) an amendment to the lease for the office space in Glendale, Arizona, that provides that the leased premises can be used in support of itself and all its Affiliatesa recreational marijuana dispensary, (a) waives its right to accelerate the Deferred Payments (as defined in the Deerfield Agreement) well 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)medical marijuana dispensary; and (viis) all forecasts since an agreement terminating the Measurement Date that are required to be delivered pursuant to or in accordance with any of the Assumed Contracts.commission agreement [**********]

Seller Closing Deliverables. At As a condition to Purchaser’s obligations to consummate the Closingtransactions contemplated by this Agreement and Close, Sellers shall Seller shall: a) deliver or cause an executed IRS Form W-9 and W-8BEN-E establishing that Seller is not subject to be delivered withholding Taxes; b) deliver, each in form and substance reasonably satisfactory to BuyerPurchaser: (i) a certificate, dated as evidence of the Closing Date, duly executed by the secretary unanimous approval 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 ’s Board of Directors of this Agreement, the Seller Documents, and the transactions contemplated hereby; c) amend the Agreement as needed to comply with tax and intellectual property laws in Ireland as mutually agreed to by the parties and their respective Irish counsel; d) deliver, or other similar body cause to be delivered, to Purchaser a duly executed copy of: i) a bill of each Seller sale, in the form attached hereto as Exhibit B; ii) an assignment and assumption agreement, in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”); iii) a license agreement, in the form attached hereto as Exhibit D-1 (the “Purchaser License Agreement”); iv) a license agreement, in the form attached hereto as Exhibit D-2 (the “Seller BoardsLicense Agreement”) 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); (iiv) the Development Agreement, duly executed by Parent and Flamel Ireland Limited; (iii) the Xxxx of Sale, Assignment and Assumption Agreementa transition services agreement, in the form of attached hereto as Exhibit 2.4(b)(iii) E (the “Xxxx of Sale, Assignment and AssumptionTransition Services Agreement”), duly executed by each Seller; (ivvi) a certificate of each Seller other than Parent, in compliance with Section 1.1445-2(b)(2) The Lender’s written approval of the Treasury Regulations, listing such Seller’s name, address transactions contemplated under this Agreement (the “Lender Consent”); 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 within ten (10) Business Days following the Treasury Regulations issued under Code Section 7701, such Seller will not be required to provide a certificate, but ratherClosing, the “owner release of any Liens on 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)Purchased Assets; and (vii) all forecasts since the Measurement Date that are required to be delivered pursuant to or in accordance In respect of each Seller, a Tax Reference Number together with any confirmation of the Assumed Contractstype of tax the number relates to and evidence of the issue of such Tax Reference Number to that Seller.

Seller Closing Deliverables. At the Closing, Sellers Seller shall deliver to Purchaser at or cause prior to be delivered to Buyer:the Closing (collectively, the "Seller Closing Deliverables"): (i) a certificate, dated as of the Closing DateDate and executed on behalf of Seller by its Chief Executive Officer, 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 effect that 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 signatureconditions set forth in Section 6.3(a)-(c) have been satisfied; (ii) counterparts to the Development Xxxx of Sale and Assignment and Assumption Agreement, the Patent Assignment Agreement, the Domain Name Assignment Agreement and the Trademark Assignment Agreement, in each case duly executed by Parent and Flamel Ireland LimitedSeller; (iii) the Xxxx of Sale, Assignment and Assumption Agreementan escrow agreement, in the substantially a form of Exhibit 2.4(b)(iii) agreed to by Seller and Purchaser (the “Xxxx of Sale, Assignment and Assumption”"Escrow Agreement"), duly dated as of the Closing Date and executed by each Seller; (iv) a certificate duly executed copies of this Agreement and 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 ownsAncillary Agreement; (v) a duly completed copy of the current organizational documents of Seller and accurate Internal Revenue Service Form W-8 or W‑9 for all resolutions adopted by the Seller Board and Seller Stockholders in connection with this Agreement and the Transactions, in each case certified by the Secretary of Seller; (vi) a fully certificate from the Delaware Secretary of State dated within five days prior to the Closing Date certifying that Seller is in good standing; (vii) joinder agreements, in the form attached hereto as Exhibit E ("Joinder Agreement"), duly executed wavierby Seller Stockholders that are not Unaccredited Securityholders and own 75% of the shares of Seller Capital Stock outstanding as of immediately prior to Closing; (viii) evidence reasonably satisfactory to Purchaser of the termination of the Contracts set forth on Schedule 1.7(b)(ix)-1 hereto and amendment of the Contracts set forth on Schedule 1.(7)(b)(ix)-2 hereto; (ix) evidence reasonably satisfactory to Purchaser of the release of any Encumbrance (other than Permitted Encumbrances) held on any of the Purchased Assets by any creditor set forth on Schedule 2.4 of the Seller Disclosure Letter; (x) evidence reasonably satisfactory to Purchaser that all security interests and Encumbrances (other than Permitted Encumbrances) in any Purchased Assets have been released prior to or shall be released simultaneously with Closing. (xi) evidence reasonably satisfactory to Purchaser of receipt of all third-party consents, pursuant waivers and approvals set forth on Schedule 1.7(b)(xii) hereto; (xii) payoff letters, in form and substance reasonably satisfactory to which Deerfield CSFPurchaser in respect of all indebtedness of Seller for borrowed money as of immediately prior to the Closing; (xiii) a certificate of non-foreign status executed by Seller, LLCas described in Section 1.1445-2(b) of the Treasury Regulations, in a form reasonably satisfactory to Purchaser; (xiv) a certificate, dated as of the Closing Date and executed on behalf of itself Seller by an officer, certifying the Plan of Liquidation; (xv) the Closing Date Schedule; (xvi) a counterpart to a consulting agreement for certain technology transfer services to be performed for Purchaser on a transitional basis following the Closing Date (the "Consulting Agreement"), duly executed by Xxxxx Xxxxxx; (xvii) evidence, in form and all its Affiliatessubstance reasonably satisfactory to Purchaser, (a) waives its right to accelerate the Deferred Payments (as defined in the Deerfield Agreement) as a result of the Contemplated Transactions and election of the holders of at least ninety percent (b90%) acknowledges that of the Contemplated Transactions are not an Acceleration Trigger Event aggregate outstanding amounts of the Convertible Notes (as defined rounded down to the nearest whole number) to (i) convert such Convertible Notes into Equity Interests of Seller, or (ii) extinguish such Convertible Notes in a manner reasonably acceptable to Purchaser, at, or prior to, the Deerfield Agreement)Closing; and (viixviii) all forecasts since the Measurement Date that are such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Purchaser, as may be required to be delivered pursuant give effect to this Agreement or in accordance with any of the Assumed ContractsSeller Ancillary Agreements.

Seller Closing Deliverables. At the Closing, Sellers Seller shall deliver or cause to be delivered to Buyer: (i) a certificate, dated as of the Closing Date, duly executed by the secretary of ParentSeller, certifying that: (A) all documents to be executed by Sellers Seller 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’ Seller’s 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 Transition Services Agreement, duly executed by Parent and Flamel Ireland LimitedSeller; (iii) the Xxxx bxxx of Sale, Assignment and Assumption Agreement, sale in the form of Exhibit 2.4(b)(iii2.4(b)(iii)(A) (the “Xxxx Bxxx of Sale, ”) and the assignment and assumption agreement in the form of Exhibit 2.4(b)(iii)(B) (the “Assignment and AssumptionAssumption Agreement”), duly executed by each Seller; (iv) a certificate of each Seller other than Parentregistration rights agreement, in compliance with Section 1.1445-2(b)(2the form of Exhibit 2.4(b)(iv) 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)(iiiRegistration Rights Agreement”)) shall provide such a certificate and identify thereon the disregarded entity that it owns, duly executed by Seller; (v) a duly completed certificate from Seller, dated as of the Closing Date, prepared and accurate Internal Revenue Service Form W-8 or W‑9 for each Sellerexecuted in accordance with Treasury Regulations Section 1.1445-2(b)(2) certifying that Buyer is not required to withhold from the proceeds of the Acquisition pursuant to Section 1445 of the Code; (vi) a certificate, dated as of the Closing Date, duly executed by an authorized officer of Seller, certifying that Seller (a) is able to pay its debts as they become due and (b) has adequate capital to carry on its business. (vii) a duly completed and accurate IRS Form W-8 or W-9 for Seller; (viii) a fully executed wavierwaiver (the “Deerfield Waiver”), in form and substance acceptable to Buyer, 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); (ix) unless such parties are released by Deerfield CSF, LLC and its relevant Affiliates, fully executed consents from Avadel US Holdings, Inc. and Avadel Pharmaceuticals plc consenting to the Contemplated Transactions and the transfer of their guarantor obligations pursuant to Guarantees dated February 16, 2018; and (viix) all forecasts since Seller will enter into a Voting Agreement in the Measurement Date that are required to be delivered pursuant to or in accordance with any form of the Assumed ContractsExhibit 2.4(b)(x).

Seller Closing Deliverables. At the Closing, Sellers Seller shall deliver or cause to be delivered to BuyerBuyer the following: (ia) a certificate, dated as of the Closing DateThe Promissory Note, duly executed by the secretary of Parent, certifying that:Seller. (Ab) 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, An Assignment and Assumption Agreement, assigning the Membership Interests from Seller to Buyer and in the form of attached hereto as Exhibit 2.4(b)(iii) B (the “Xxxx of Sale, Assignment and AssumptionAssumption Agreement”), duly executed by each Seller;. (ivc) A Transition Services Agreement, in a form to be drafted by Seller prior to the Closing and reasonably acceptable to Buyer (the “Transition Services Agreement”), duly executed by Seller. (d) A certificate of each Seller the Secretary (or other than Parent, in compliance with Section 1.1445-2(b)(2officer) of the Treasury Regulations, listing such Seller’s name, address Seller certifying: (i) that attached thereto are true 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 complete copies of all resolutions of the disregarded entity” (within board of directors of Seller authorizing the meaning execution, delivery, and performance of Treasury Regulations Section 1.445-2(b)(2)(iii)) shall provide such a certificate this Agreement and identify thereon the disregarded entity that it owns; (v) a duly completed other agreements, instruments, 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 documents required to be delivered pursuant in connection with this Agreement (including the Assignment and Assumption Agreement, Transition Services Agreement and the Promissory Note) or at the Closing (collectively, the “Transaction Documents”) to or in accordance with any which Seller is a party and the consummation of the Assumed Contractstransactions contemplated hereby and thereby, and that such resolutions are in full force and effect; (ii) the names, titles, and signatures of the officers of Seller authorized to sign this Agreement and the Transaction Documents; and (iii) that attached thereto are true and complete copies of the governing documents of the Company, including any amendments or restatements thereof, and that such governing documents are in full force and effect. (e) Acknowledgements and waivers agreements executed by each of Cxxx Xxxxxx, an individual (“Strand”), and Mxxxxxx Xxxxxxx, an individual (“Jxxxxxx”), in forms acceptable to Buyer, relating to the notice and severance provisions under Strand’s and Jxxxxxx’x respective employment agreements and which waive the non-compete provisions therein to allow Strand and Jxxxxxx to fully perform their duties for the Company and the Blackbird Entities on and after the Closing Date. (f) An acknowledgement and waiver executed by Seller waiving the non-compete provisions of Cxxxxx’x employment agreement other than with respect to the Restricted Business (as defined below). (g) Releases of the Encumbrances on the Membership Interests set forth in Section 4.04 of the Disclosure Schedules. (h) Such other customary instruments of transfer filings or documents in form and substance reasonably satisfactory to Seller, that Buyer may request.