Seller’s Actions and Deliveries. Seller shall deliver or cause to be delivered to Buyer:
(i) executed counterparts of each of the following:
(A) Asset Transfer Documentation providing for the transfer to Buyer of the First Closing Date Purchased Assets;
(B) all such filings and submissions of Seller to the FDA, duly executed by Seller, as are necessary to transfer Seller’s rights with respect to Regulatory Approvals and Regulatory Filings included in the First Closing Date Purchased Assets, including in accordance with 21 CFR 314.72 from Seller to Buyer;
(C) the Supply Agreement;
(D) the License Agreement; and
(E) the Investor’s Rights Agreement;
(ii) the Shares in accordance with Section 3.2(c) below;
(iii) complete and accurate copies of the following documents:
(A) a certificate of good standing of Seller from the Secretary of State of the State of Delaware, as of a date reasonably close to (and in no event more than five (5) days prior to) the First Closing Date;
(B) resolutions of the board of directors of Seller authorizing the execution and delivery by Seller of this Agreement, the Other Agreements to which Seller will be a party and all other instruments and documents to be delivered by Seller in connection herewith and the consummation by Seller of the Transactions, certified by the Secretary of Seller; and
(C) a certificate from the Secretary of Seller as to the incumbency and signatures of its officers who will execute documents at the First Closing or who have executed this Agreement; and
(iv) a duly executed certificate (in the form provided for in section 1.1445-2 of the U.S. Treasury Regulations) from Seller providing that Seller is not a “foreign person” for U.S. federal income tax purposes.
Seller’s Actions and Deliveries. In accordance with and pursuant to the terms and conditions of this Agreement and each Local Transfer Agreement, Seller Parent shall: (i) deliver to Buyer Parent share certificates representing the Transferred Shares free and clear of all Liens which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers, or, in those jurisdictions where applicable, notarized deeds of transfer reasonably acceptable to Buyer Parent; (ii) execute and deliver to Buyer Parent (or to such Affiliates of Buyer Parent as instructed by Buyer Parent in writing prior to the Closing Date) such bills of sale, endorsements, assignments and other documents as may (in the reasonable judgment of Buyer Parent or its counsel) be necessary or appropriate to transfer and convey, or cause to be transferred and conveyed, to Buyer Parent (or to such Affiliates of Buyer Parent as instructed by Buyer Parent in writing prior to the Closing Date) all of the Transferred Assets free and clear of all Liens, (iii) execute and deliver, or cause to be executed and delivered, to Buyer Parent (or to such Affiliates of Buyer Parent as instructed in writing by Buyer Parent prior to the Closing Date) the Ancillary Agreements that call for a Seller’s signature, and (iv) deliver to Buyer Parent a properly executed affidavit prepared in accordance with Treasury Regulations Section 1.1445-2(b) certifying each applicable Seller’s non-foreign status for U.S. federal income Tax purposes.
Seller’s Actions and Deliveries. In accordance with and pursuant to the terms and conditions of this Agreement, at the Closing, Seller Parent shall:
(i) deliver to Buyer share certificates representing the Transferred Shares, free and clear of all Liens, other than the Permitted Liens described in clauses (h) and (i) of the definition thereof, which certificates shall be accompanied by duly executed stock powers;
(ii) execute and deliver, or cause to be executed and delivered, to Buyer (or to such Affiliates of Buyer as instructed in writing by Buyer prior to the Closing Date) the Ancillary Agreements that call for a Seller’s signature;
(iii) deliver to Buyer a properly executed affidavit prepared in accordance with Treasury Regulations Section 1.1445-2(b) certifying each applicable domestic Seller’s non-foreign status for U.S. federal income Tax purposes;
(iv) execute and deliver to Buyer a cross-receipt for the Closing Payment; and
(v) execute and deliver, or cause to be executed and delivered, to Buyer such other documents as Buyer may reasonably request and that Seller Parent agrees are reasonably necessary to consummate the Transactions.
Seller’s Actions and Deliveries. Seller shall deliver or cause to be delivered to Buyer all such filings and submissions of Seller to the FDA, duly executed by Seller, as are necessary to transfer Seller’s rights with respect to the PTB NDA or the PTB Supplemental NDA, as applicable, in accordance with 21 CFR 314.72 from Seller to Buyer.
Seller’s Actions and Deliveries. Seller shall deliver or cause to be delivered to Purchaser:
(a) executed counterparts of the BSAA Agreement to which the Seller or an Affiliate of Seller is a party;
(b) a certificate of a duly authorized officer of Seller certifying as to the matters set forth in Sections 6.2.1 and 6.2.2;
(c) such Purchased Assets designated to be delivered on the Closing Date in accordance with the plan agreed upon by the Parties pursuant to Schedule 2.11 (the “Asset Transfer Schedule”); and
(d) such other documents and instruments as may be reasonably necessary to effect or evidence the Transactions.
Seller’s Actions and Deliveries. Seller shall deliver or cause to be delivered to Purchaser:
(i) title to the Inventory, which Inventory Seller shall deliver to Purchaser at the locations set forth on Schedule 1.1(b);
(ii) executed counterparts of each of the Related Agreements to which it is a party;
(iii) possession of all tangible Purchased Assets, including originals of the Assigned Contracts, Registrations, Product Records and Product Branding Materials to the extent reasonably available;
(iv) letter(s) and completed form(s) from Seller to the FDA and each other Medical Product Regulatory Authority in the form and including the content required under the Act and other applicable Laws, and duly executed by Seller, transferring the rights to the Registrations to Purchaser, including those contemplated by Section 6.3(b);
(v) a certificate of a duly authorized officer of Seller certifying as to the matters set forth in Sections 7.2(a) and (b); and
(vi) such other documents and instruments as may be reasonably necessary to effect or evidence the Transaction.
Seller’s Actions and Deliveries. In accordance with and pursuant to the terms and conditions of this Agreement, at the Closing, Seller Parent shall:
(i) execute and deliver, or cause to be executed and delivered, to Buyer (or to such Affiliates of Buyer as instructed in writing by Buyer prior to the Closing Date) the Ancillary Agreements that call for a Seller’s signature;
(ii) deliver to Buyer a properly executed affidavit prepared in accordance with Treasury Regulations Section 1.1445-2(b) certifying each applicable Seller’s non-foreign status for U.S. federal income Tax purposes; and
(iii) execute and deliver, or cause to be executed and delivered, to Buyer such other documents as Buyer may reasonably request and are reasonably necessary to consummate the Transactions.
Seller’s Actions and Deliveries. Seller shall deliver or cause to be delivered to Purchaser:
(i) the Inventory (which shall be delivered at the facilities of ICS, Mallinckrodt, Elan, and/or Cardinal, as the case may be);
(ii) the forms of all of the Other Agreements have been mutually agreed by the Parties and attached to this Agreement as the appropriate Exhibits;
(iii) executed counterparts of each of the Other Agreements to which it is a party;
(iv) a letter from Seller to the FDA, duly executed by Seller, transferring the rights to the Registrations to Purchaser, in form and substance reasonably satisfactory to Purchaser, set forth on SCHEDULE 3.2(A)(IV) hereto;
(v) a certificate of a duly authorized officer of Seller certifying as to the matters set forth in SECTIONS 7.2(A) and (B);
(vi) such other documents and instruments as may be reasonably necessary to effect or evidence the Transactions, including, without limitation reasonably stored and organized Product Records;
(vii) executed Consents to the Assignments in the forms that have been mutually agreed by the Parties with respect to each party set forth on SCHEDULE 2.5 hereto.
Seller’s Actions and Deliveries. Seller shall deliver or cause to be delivered to the Purchaser:
(a) executed counterparts of this Agreement and each of the Other Agreements to which Seller or an Affiliate of Seller is a party; and
(b) such other documents, including the Product Information, and instruments as may be reasonably necessary to effect or evidence the Transactions.
Seller’s Actions and Deliveries. Subject to Section 2.5 and Section 4.2(c), Seller shall transfer and convey or cause to be transferred and conveyed to Buyer all of the Closing Assets, and Seller and Buyer shall execute and Seller shall deliver to Buyer the Assignment and Assumption Agreement and such other good and sufficient instruments of transfer and conveyance as shall be reasonably necessary to vest in Buyer good and valid title to all of the Closing Assets. In addition, Seller shall deliver to Buyer a duly executed copy of each Other Agreement.
