Common use of Seller’s Actions and Deliveries Clause in Contracts

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. Seller shall deliver or cause to be delivered to BuyerPurchaser: (i) executed counterparts of each of the following: (A) Asset Transfer Documentation providing for the transfer Other Agreements to Buyer of the First Closing Date Purchased Assetswhich it is a party; (Bii) letter(s) and all such filings and submissions of other required documentation from Seller to the FDAFDA and each other Governmental Authority and Person in the form and including the content required under the FDA Act and other applicable Laws, and duly executed by Seller, as are necessary transferring the rights to transfer Seller’s rights with respect the Applicable Permits 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) belowPurchaser; (iii) complete and accurate copies a certificate, dated as of the following documentsClosing Date, duly executed by an authorized officer of Seller, certifying: (1) all persons executing this Agreement, each of the Other Agreements and any other documents delivered pursuant hereto or thereto on behalf of Seller are incumbent authorized officers of Seller, (2) as to the matters set forth in Section 7.2(a) and (b), and (3) that (A) a certificate Seller’s Certificate of good standing of Seller from Formation and Limited Liability Company Operating Agreement, attached to the Secretary of State of the State of Delawarecertificate, as of a date reasonably close to (are true and in no event more than five (5) days prior to) the First Closing Date; complete, (B) such Certificate of Formation and Limited Liability Company Operating Agreement have been in full force and effect in the form attached since the date of the adoption of the resolutions referred to in clauses (C) and (D) below, and no amendment to such organizational documents has occurred since the date of the last amendment annexed thereto, if any, (C) the resolutions adopted by the board of directors or other governing body of Seller (or a committee thereof duly authorized) authorizing the execution execution, delivery and delivery by Seller performance of this AgreementAgreement were duly adopted at a duly convened meeting thereof, at which a quorum was present and acting throughout or by unanimous written consent, remain in full force and effect, and have not been amended, rescinded or modified, except to the Other Agreements extent attached thereto, and (D) the resolutions adopted by the members of Seller (or a committee thereof duly authorized) authorizing the execution, delivery and performance of this Agreement were duly adopted at a duly convened meeting thereof, at which a quorum was present and acting throughout or by written consent, remain in full force and effect, and have not been amended, rescinded or modified, except to which the extent attached thereto; SD\906843.15 (iv) subject to Section 2.5, assignment and assumption agreements or subcontracts, solely to the extent applicable, in form and substance reasonably acceptable to the Parties, as may be necessary to effect the assignment to Purchaser of all rights of Seller will be a in and to the Assigned Contracts and Product Intellectual Property; (v) copies of all third party consents (including consents of Governmental Authorities) set forth on Schedule 7.2(d) of the Seller Disclosure Schedule; (vi) such other deeds, bills of sale, assignments, certificates of title, documents and all other instruments of transfer and documents conveyance as may be reasonably requested by Purchaser, executed by Seller; (vii) a properly executed affidavit prepared in accordance with Treasury Regulation Section 1.1445-2(b), certifying Seller’s non-foreign status; (viii) the Payoff Letters; (ix) the Consulting Agreements; (x) the legal opinion of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel to Seller, substantially in the form attached hereto as Exhibit J; and (xi) such other documents, certificates or instruments as the Parties may reasonably agree to deliver or cause to be delivered by Seller in connection herewith and with the consummation by Seller of the Transactions, certified by the Secretary of Seller; and (C) a certificate from the Secretary of Seller as and all other related matters, in form and substance reasonably acceptable 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 purposesParties.

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 Other Agreements to Buyer of the First Closing Date Purchased Assetswhich it is a party; (Bii) all such filings and submissions of Seller to the FDAFDA or any other Governmental Authority, duly executed by Seller, as are necessary to transfer Seller’s the 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 Registrations from Seller to Buyer; (C) , to the Supply Agreement; (D) extent so transferable, including the License Agreement; and (E) the Investor’s Rights Agreement; (ii) the Shares in accordance with Section 3.2(c) belowSeller Registration Transfer Letter; (iii) duly executed copies of all material consents set forth on Schedule 3.2(a)(iii); (iv) a certificate of a duly authorized officer of Seller certifying as to the matters set forth in Sections 7.2(a) and 7.2(b); (v) complete and accurate copies of the following documents: (A) a certificate of existence or good standing of Seller from the Secretary its state of State of the State of Delawareincorporation, as of a date reasonably close to (and in no event more than five (5) days prior to) the First Closing Date; (B) minutes or resolutions of the board Board of directors Directors of Seller authorizing reflecting the authorization of the execution and delivery by Seller of this Agreement, the Other Agreements to which Seller will be a party Agreement and all other instruments and documents to be delivered by Seller in connection herewith 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 (ivvi) a duly executed certificate (in such other documents and instruments as may be reasonably necessary to effect or evidence 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 purposesTransactions.

Seller’s Actions and Deliveries. At the Closing, the Seller shall deliver or cause to be delivered to Buyerthe Purchaser: (i) the Acquired Inventory, which the Seller shall deliver to Purchaser, at Purchaser’s sole cost and expense, at the respective facilities of ICS and each of the Manufacturers, as applicable to the Acquired Inventory in question; (ii) a description of all Inventory quantities with respect to each Product by SKU as of the Closing Date; (iii) executed counterparts of each of Other Agreement to which the following: (A) Asset Transfer Documentation providing for the transfer to Buyer of the First Closing Date Purchased AssetsSeller is a party; (Biv) all such filings and submissions (including in electronic format) of the Seller to the FDA or any other Governmental Entity, duly executed by the Seller, as are necessary in connection with the transfer of the rights to the NDAs included in the Regulatory Filings and Approvals from the Seller to the Purchaser, to the extent so transferable, including the letter to the FDA containing required information in accordance with 21 C.F.R. §314.72; (v) a certificate, dated the Closing Date, signed on behalf of the Seller by an executive officer of the Seller, in the form attached as Exhibit D; (vi) a certificate from the Seller certifying, pursuant to Treasury Regulations Section 1.1445-2(b)(2), that such the Seller is not a foreign Person within the meaning of Sections 1445 and 897 of the Code, in the form attached as Exhibit E (such certificate, a “FIRPTA Certificate”); (vii) evidence, in form and substance satisfactory to the Purchaser, that the Seller has paid all amounts owed by it under the Lilly Agreement relating to the four (4) quarterly periods ended March 31, 2010; (viii) written evidence of the grant by Xxx Xxxxx pursuant to Section 4.2 of the Lilly Agreement of a license to the Licensed Technology (as such term is defined in the Lilly Agreement) with respect to the manufacturing of Keflex in Austria as presently contemplated with Sandoz; (ix) all correspondence from the FDA to the Seller, and all correspondence from the Seller to the FDA, duly executed by Seller, as are necessary to transfer Seller’s rights in each case with respect to Regulatory Approvals the Products or the Businesses, at the Purchaser’s sole cost and Regulatory Filings included in the First Closing Date Purchased Assets, including in accordance with 21 CFR 314.72 from Seller to Buyerexpense; (Cx) all tangible Product Records, at the Supply Agreement; (D) the License AgreementPurchaser’s sole cost and expense; and (Exi) the Investor’s Rights Agreement; (ii) the Shares in accordance with Section 3.2(c) below; (iii) complete such other documents 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, instruments as of a date may be reasonably close necessary 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 effect or evidence 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. 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 Other Agreements to Buyer of the First Closing Date Purchased Assetswhich it is a party; (Bii) all such filings and submissions of Seller to the FDAFDA or any other Governmental Authority, duly executed by Seller, as are necessary to transfer Seller’s the 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 Registrations from Seller to Buyer; (C) , to the Supply Agreement; (D) extent so transferable, including the License Agreement; and (E) the Investor’s Rights Agreement; (ii) the Shares in accordance with Section 3.2(c) belowSeller Registration Transfer Letter; (iii) a certificate of a duly authorized officer of Seller certifying as to the matters set forth in Section 7.2; (iv) a purchase order for or, if they have been received by Seller, the spare electrolysis cells described in Section 6.2(c); (v) complete and accurate copies of the following documents: (A) a complete and accurate copy of the certificate of existence or 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 an authorized officer of Seller (i) as to the incumbency and signatures of its officers who will execute documents at the First Closing or who have executed this AgreementAgreement and (ii) certifying minutes or resolutions of the Board of Directors of Seller reflecting the authorization of the execution and delivery by Seller of this Agreement and all instruments and documents to be delivered by Seller in connection herewith, and the consummation by Seller of the Transactions; and (ivC) a duly executed notice by Prof. Vitold Bakhir attached hereto and incorporated herein as Exhibit C; (vi) Seller Parent shall deliver to Buyer a certified copy of the resolution constituting Shareholder Approval; (vii) a duly executed certificate (of the Seller in the form provided for in section accordance with Treasury Regulations Section 1.1445-2 of the U.S. Treasury Regulations2(b)(2) from Seller providing and in form reasonably acceptable to Buyer, certifying that such Seller is not a “foreign person” for U.S. federal income tax purposes; and (viii) such other documents and instruments as may be reasonably necessary to effect or evidence the Transactions.