Closing Deliveries by Buyer. At the Closing, Buyer shall deliver, or cause to be delivered, to Seller:
(a) The Initial Purchase Price in accordance with Section 3.3.(a);
(b) The certificates, consents and other documents required to be obtained or delivered pursuant to Article VIII;
(c) The Porcine Substance Supply Agreement, duly executed by Buyer;
(d) The IB Supply Agreement, duly executed by Buyer;
(e) The IB Technology Transfer Agreement, duly executed by Buyer;
(f) The Patent License Agreement duly executed by Buyer;
(g) The TTA Assignment duly executed by Buyer;
(h) The Transition Services Agreement, duly executed by Buyer;
(i) The Dutch Asset Purchase Agreement duly executed by Buyer;
(j) The Liability Agreement duly executed by Buyer and Amphastar Pharmaceuticals Inc. ;
(k) The Stability Testing Services Agreement duly executed by Buyer,
(l) The Porcine Insulin for Biotech Supply Agreement duly executed by Buyer,
(m) The IB Quality Agreement duly executed by Buyer,
(n) The PI Quality Agreement duly executed by Buyer,
(o) The CDAs duly executed by Buyer,
(p) The PI Supply Agreement,
(q) The XXX,
(r) A Buyer Parent guarantee letter in substantially the form attached hereto as Exhibit S, duly executed by Buyer Parent to secure the performance of Buyer’s or/and Buyer’s Affiliate’s obligations as set forth in the Transaction Documents (other than this Agreement) (the “Buyer Parent Guarantee”).
(s) Such other documents, certificates, agreements and other writings as may be reasonably necessary or desirable to effectuate the transactions contemplated by this Agreement.
Closing Deliveries by Buyer. At Closing, Buyer will deliver, or cause to be delivered, to the applicable Seller (or as the applicable Seller or this Agreement otherwise directs), the following:
(a) payment of the Estimated Purchase Price, pursuant to Section 2.3;
(b) the Xxxx of Sale and Assignments of Leases, each executed by Buyer;
(c) the Trademark Assignment and the Domain Name Assignment, each executed by Buyer;
(d) each Transition Services Agreement, each executed by Buyer, pursuant to Section 5.12;
(e) an officer’s certificate of a duly authorized officer of Buyer, in a form approved by Parent (such approval not to be unreasonably withheld), dated the Closing Date, executed by such officer, each certifying (1) that attached thereto are true, correct and complete copies of the certificate or articles of incorporation (including all amendments thereto) of Buyer, and that the same are in full force and effect; (2) that attached thereto are true, correct and complete copies of the bylaws of Buyer, and that the same are full force and effect and were in full force and effect on the date of the resolutions described below; (3) that attached thereto is a true, correct and complete copy of the requisite resolutions of the Board of Directors of Buyer approving and authorizing the execution, delivery and performance by Buyer of this Agreement and each Ancillary Document of Buyer and the transactions contemplated herein and therein, and that such resolutions are the only resolutions of such Board of Directors with respect to such matters and have not been modified, rescinded or amended and remain in full force and effect; and (4) that each person who, as an officer of Buyer, signed and delivered this Agreement or any Ancillary Document was at the time of such signing and delivery duly elected and appointed, qualified and acting as such officer;
(f) the Sublease Agreement, executed by Buyer, in form and substance satisfactory to Sellers; and
(g) all other documents and items required by this Agreement to be delivered, or caused to be delivered, by Buyer at Closing.
Closing Deliveries by Buyer. At the Closing, Buyer shall deliver (or cause to be delivered) to Sellers:
(a) the Shares;
(b) such other documents, instruments and certificates as Sellers may reasonably request.
Closing Deliveries by Buyer. At the Closing, Buyer shall deliver the following items, duly executed by Buyer as applicable, all of which shall be in a form and substance reasonably acceptable to Seller:
Closing Deliveries by Buyer. (a) At the Closing (or the Delayed Closing, as applicable with respect to at any Initial Purchased Assets or Initial Assumed Liabilities transferred at the Delayed Closing), Buyer shall deliver, or cause to be delivered, to Parent:
(i) the Closing Payment or Delayed Payment, as applicable; provided, that the portion of the Closing Payment to be paid to Halyard China Co., Ltd. may be delivered on the first business day in China following the Closing;
(ii) copies of the resolutions of the board of directors of Buyer authorizing and approving the transactions contemplated by this Agreement and the applicable Ancillary Agreements to the extent applicable to Buyer which shall be true and complete and in full force and effect and unmodified as of the Closing (or Delayed Closing, as applicable);
(iii) executed counterparts of the Transition Services Agreements and each other Ancillary Agreement to which Buyer is, or is contemplated to be, a party;
(iv) such other instruments, in form and substance reasonably satisfactory to Parent, as may be reasonably requested by Parent at least five (5) Business Days prior to the Closing Date (or Delayed Closing Date, as applicable) or necessary under applicable Law to effect the transfer of the Initial Purchased Assets and the Interests to Buyer and to evidence such transfer in the public records, and to effect the assumption by Buyer of the Initial Assumed Liabilities and to evidence such assumption in the public records, in each case duly executed by Buyer;
(v) the certificate required by Section 8.03(a); and
(vi) such other documents as may be required by applicable Law to consummate the transfer of the Owned Real Property owned by an Asset Seller to Buyer in accordance with this Agreement.
(b) At each Later Closing, Buyer shall deliver, or cause to be delivered, to Parent:
(i) executed counterparts of applicable Transfer Agreements for the applicable Later Purchased Assets to which Buyer is, or is contemplated to be, a party; and
(ii) such other instruments, in form and substance reasonably satisfactory to Parent, as may be reasonably requested by Parent at least five (5) Business Days prior to the applicable Later Closing Date or necessary under applicable Law to effect the transfer of the applicable Later Purchased Assets to Buyer and to evidence such transfer in the public records, to the extent applicable, in each case duly executed by Buyer.
Closing Deliveries by Buyer. At the Closing, Buyer will deliver or cause to be delivered:
(a) to Sellers, the Parent Shares in accordance with Section 2.5(a);
(b) to Sellers, in accordance with Section 2.5(a) an amount in cash equal to the Cash Amount less (i) the Escrow Amount and (ii) the amounts payable pursuant to Section 2.8(d);
(c) to the Escrow Agent, an amount equal to [INTENTIONALLY OMITTED] (the “Escrow Amount”); [INTENTIONALLY OMITTED] of which will be delivered by wire transfer of immediately-available funds, and [INTENTIONALLY OMITTED] of which will be delivered by transfer of the beneficial ownership of Stock Consideration to the Escrow Agent in accordance with the Escrow Agreement;
(d) to each Person listed on Section 2.7(k) of Sellers’ Disclosure Schedule, the amount set forth opposite such Person’s name as the amount necessary, as set forth and in accordance with the applicable Pay-Off Letters, to fully discharge the Indebtedness undertaken by each Company to such Person and outstanding as of immediately prior to the Closing, which amount will be paid by wire transfer of immediately available funds in accordance with the instructions set forth in such schedule opposite such Person’s name;
(e) to Sellers, the Xxxx of Sale, duly executed by Buyer;
(f) to Sellers, the Escrow Agreement, duly executed by Buyer;
(g) to Sellers, the Intellectual Property Assignments, duly executed by HGCI, Inc.;
(h) to Sellers, the Key Employee Offer Letters, duly executed by Buyer;
(i) and signed leases as required by Section 6.2(n); and
(j) such further instruments and documents as may be required to be delivered by Buyer pursuant to the terms of this Agreement or as may be reasonably requested by Buyer in connection with the Closing of the transactions contemplated by this Agreement and the Transaction Documents.
Closing Deliveries by Buyer. At Closing, Buyer will deliver, or cause to be delivered, to Sellers (or as Sellers or this Agreement otherwise directs), the following:
(a) payment of the Purchase Price, pursuant to Article 2; and
(b) all other documents and items required by this Agreement to be delivered, or caused to be delivered, by Buyer at Closing.
Closing Deliveries by Buyer. At the Closing, Buyer shall deliver to Seller:
(a) the Closing Payment by wire transfer of immediately available funds into an account (or accounts) designated in advance by Seller;
(b) a counterpart of the Assignment and Assumption Agreement, duly executed by Buyer;
(c) a counterpart of the Xxxx of Sale, duly executed by Buyer;
(d) a counterpart of the IP Assignment Agreement, duly executed by Buyer;
(e) a counterpart of the Transition Services Agreement, duly executed by Seller; and
(f) a letter to the FDA, substantially in the form attached hereto as Exhibit I-2 (the “Buyer FDA Letter”), executed by Buyer, accepting the transfer of the Product NDA to Buyer.
Closing Deliveries by Buyer. No later than one (1) business day before the Closing Date, Buyer shall deposit with Escrow Holder the following:
(a) Immediately available funds, in accordance with Section 7.3;
(b) Buyer’s share of closing costs and cash charges, in accordance with Article IX; and
(c) Such other documents as may be necessary or reasonably required by Escrow Holder to effect the sale, assignment, transfer, conveyance and delivery of Parcel B to Buyer.
Closing Deliveries by Buyer. Buyer shall deliver or cause to be delivered to Seller or to the Escrow Account, as applicable:
