Deliveries of Buyer. At or prior to the Closing, BUYER shall deliver to SELLER:
(a) that portion of the Price required to be paid at Closing pursuant to Section 1.4.3, and payments for the inventories, raw materials, and Other Office Assets pursuant to Sections 1.4.3 and 4.5;
(b) a certificate executed by an authorized officer of SUB, on behalf of SUB, to the effect that the matters set forth in Section 6.1 are true and correct and the conditions set forth therein have been satisfied as of the Closing Date;
(c) a certificate executed by an authorized officer of PARENT, on behalf of PARENT, to the effect that the matters set forth in Section 6.1 are true and correct and the conditions set forth therein have been satisfied as of the Closing Date;
(d) a certificate executed by the secretary of SUB, dated as of the Closing Date, certifying that all requisite corporate actions of SUB to authorize the execution and delivery of this Agreement and the other documents and instruments to be executed and delivered pursuant to this Agreement, and the consummation by SUB of the transactions contemplated by this Agreement, have been taken;
(e) a certificate executed by an authorized officer of PARENT, dated as of the Closing Date, certifying that all requisite corporate actions of PARENT to authorize the execution and delivery of this Agreement and the other documents and instruments to be executed and delivered pursuant to this Agreement, and the consummation by PARENT of the transactions contemplated by this Agreement, have been taken;
(f) an agreement for assumption of the Assumed Liabilities by SUB containing provisions that are usual and customary for assuming the liabilities involved, executed by SUB;
(g) the License Agreement, executed by SUB;
(h) the Sublease Agreement, executed by SUB;
(i) the Patent Purchase Agreement executed by PARENT; and
(j) a supply agreement executed by PARENT and SUB substantially in the form attached hereto as Appendix G, pursuant to which PARENT and SUB agree to supply SELLER with QS-21 Adjuvant on the terms set forth therein (the "Supply Agreement").
Deliveries of Buyer. Buyer shall have delivered, or be standing ready to deliver, to Seller, the documents required to be delivered by Buyer pursuant to Section 2.3.
Deliveries of Buyer. At the Closing, Buyer shall deliver, or cause to be delivered, to Shareholder the following:
Deliveries of Buyer. On or prior to the Closing Date, Buyer will have delivered to the Sellers each of the following documents and payments (collectively "Buyer's Closing Documents"):
Deliveries of Buyer. At the Closing, Buyer shall deliver or cause to be delivered to Seller the following, in each case in form and substance reasonably satisfactory to Seller:
(a) The Purchase Price by wire transfer in accordance with Section 2.3, subject to the adjustments under Section 2.5.
(b) A certificate that the conditions specified in Sections 8.1 and 8.2. are satisfied as of the Closing.
(c) An agreement by Buyer assuming the Assumed Obligations.
(d) A governmental certificate, dated as of a date as near as practicable to the Closing, showing that Buyer is (i) duly organized and in good standing in the state of its formation, and (ii) is qualified to do business in the state where the Property is located.
(e) A certificate of the secretary (or the equivalent thereto if none) of Buyer attesting as to the incumbency of each officer or authorized representative of Buyer who executes this Agreement and/or any of the other Documents, certifying that resolutions and consents necessary for Buyer to act in accordance with the terms of this Agreement have been adopted or obtained (with copies thereof attached) and to similar customary matters.
(f) The Management Agreement, duly executed by the Buyer.
(g) The Escrow Holdback Agreement, duly executed by the Seller and Escrow Agent thereunder.
(h) Such additional information and materials as Seller shall have reasonably requested to evidence the satisfaction of the conditions to its obligations hereunder.
Deliveries of Buyer. At the Closing, Buyer will execute and deliver or cause to be executed and delivered to Seller simultaneously with delivery of the items referred to in Section 6.1:
(a) evidence that concurrently with the consummation of the transactions contemplated by this Agreement, Buyer has initiated the payments required at Closing pursuant to Section 1.3(d);
(b) the Purchase Price Note, duly executed by Buyer;
(c) the Escrow Agreement, duly executed by Buyer;
(d) the Transition Services Agreement, duly executed by Buyer;
(e) a certificate of good standing (or equivalent) as of a date no earlier than thirty (30) days prior to Closing with respect to Buyer issued by the applicable Governmental Body in the state of Buyer’s organization;
(f) a certificate of the secretary of Buyer certifying as complete and accurate the following: (i) the incumbency and specimen signature of each officer of Buyer executing this Agreement and any other Transaction Document on behalf of Buyer; (ii) a copy of Buyer’s articles of organization and limited liability company operating agreement, and all amendments thereto; and (iii) a copy of the resolutions of Buyer’s board of directors or other governing body, as applicable, authorizing the execution, delivery and performance of this Agreement and any other Transaction Document delivered by Buyer; and
(g) such other documents and instruments as Seller or their counsel reasonably shall deem necessary to consummate the transactions contemplated hereby.
Deliveries of Buyer. At the Closing, Buyer shall deliver or cause to be delivered to Seller the following, in each case in form and substance reasonably satisfactory to Seller:
(a) The Purchase Price in accordance with Section 2.3, subject to the adjustments under Section 2.4.
(b) A certificate that the conditions specified in Sections 8.1 and 8.2. are satisfied as of the Closing.
(c) An agreement by Buyer assuming the Assumed Obligations.
(d) A governmental certificate, dated as of a date as near as practicable to the Closing, showing that Buyer is (i) duly organized and in good standing in the state of its formation, and (ii) is qualified to do business in the state where the Property is located.
(e) A certificate of the secretary (or the equivalent thereto if none) of Buyer attesting as to the incumbency of each officer or authorized representative of Buyer who executes this Agreement and/or any of the other Documents, certifying that resolutions and consents necessary for Buyer to act in accordance with the terms of this Agreement have been adopted or obtained (with copies thereof attached) and to similar customary matters.
(f) Opinions from counsel for Buyer in the form attached hereto as Exhibit L-1, regarding the due organization, good standing, power and authority, and due execution of this Agreement and all other Documents by Buyer.
(g) A Holdback Escrow Agreement in accordance with Section 10.5, in the form attached hereto as Exhibit M, duly executed by Buyer.
(h) A Pooling Agreement, in the form attached hereto as Exhibit N, duly executed by Buyer, and its Affiliates.
(i) Such additional information and materials as Seller shall have reasonably requested to evidence the satisfaction of the conditions to its obligations hereunder.
Deliveries of Buyer. At the Closing, Buyer will deliver (or cause to be delivered) to SSC
(A) the Notes;
(B) the Warrant;
(C) the Guaranty;
(D) the Pledge Agreement;
(E) any and all documents referred to in the documents referred to in Sections 4(b)(ii)(A)-(D) required to be delivered by Buyer or DVL concurrently with or immediately after the execution or delivery of such documents;
(F) a "good standing" certificate issued by Delaware for Buyer and DVL, each of which shall be dated as of a date within fifteen (15) days prior to the Closing Date;
(G) the legal opinion of counsel for Buyer and DVL in the form attached hereto as EXHIBIT G;
(H) a certificate of DVL, executed by an officer of DVL and in a form satisfactory to SSC;
(I) a certificate of Buyer, executed by an officer of Buyer and in a form satisfactory to SSC;
(J) each of the Buyer Transaction Documents, executed by DVL and/or Buyer, as the case may be, and in a form satisfactory to SSC; and
(K) evidence of receipt of all applicable consents and approvals to be obtained by Buyer and/or DVL in connection with the consummation of the transactions contemplated by this Agreement and the other Buyer Transaction Documents.
Deliveries of Buyer. Buyer shall deliver to Seller on the Closing Date all of the following, executed as appropriate:
(a) A stock certificate for the Shares in accordance with Section 1.2 hereof.
