Closing Documents and Certificates. The Sellers shall have received each of the following agreements, documents, certificates and instruments: (i) a certificate dated the Closing Date and executed by the Buyer certifying that each of the conditions specified in paragraphs (b) and (d) of this Section 7.2 is satisfied in all respects as of the Closing; (ii) the Ancillary Agreements to which any Medtronic Party is a party duly executed by the Medtronic Parties, where applicable; (iii) written certification from the Secretary or an Assistant Secretary of each Medtronic Party dated as of the Closing Date as to (i) the incumbency and specimen signature of each officer of such Medtronic Party executing This Agreement or any of the Ancillary Agreements, (ii) the certificate of incorporation and by-laws of such Medtronic Party, each as amended, restated and in effect as of the Closing Date and (iii) the resolutions adopted by the Board of Directors and, if applicable, the shareholders of such Medtronic Party authorizing the execution, delivery and performance of This Agreement and the consummation of the transactions contemplated hereby, each as amended, modified and in effect as of the Closing Date; (iv) a certificate of good standing of MSD issued by the Indiana Secretary of State as of a date recent to the Closing Date; (v) a certificate of good standing of the Buyer issued by the Delaware Secretary of State as of a date recent to the Closing Date; (vi) a certificate of good standing of MDT issued by the Minnesota Secretary of State as of a date recent to the Closing Date; (vii) the Dismissal Document, duly executed by the Medtronic Parties as of the Closing Date; and (viii) such other documents that the Sellers may reasonably request to effect the transactions contemplated by This Agreement and the Ancillary Agreements. The Sellers may waive any condition specified in this Section 7.2 if they execute a writing so stating at or before the Closing, and such waiver shall not be considered a waiver of any other provision in This Agreement unless the writing specifically so states.
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Closing Documents and Certificates. The Sellers Buyer shall have received each of the following agreements, documents, certificates and instruments:
(i) a certificate dated the Closing Date and executed by the Buyer Sellers certifying that each of the conditions specified in paragraphs (ba) and (dc) of this Section 7.2 7.1 is satisfied in all respects as of the Closing;
(ii) the Ancillary Agreements to which any Medtronic Party is a party Assignment and Assumption Agreement duly executed by the Medtronic Parties, where applicableSellers as of the Closing Date;
(iii) the ▇▇▇▇ of Sale duly executed by the Sellers as of the Closing Date;
(iv) separate Patent and Invention Assignments, substantially in the form of Exhibit D, with such changes as may be necessary for the assignment to be suitable for recording in each jurisdiction and each recordable right or interest relating to the patents included in the Purchased Assets, duly executed by the appropriate Sellers as of the Closing Date;
(v) written certification from the Secretary or an Assistant Secretary of each Medtronic Party KTI dated as of the Closing Date as to (i) the incumbency and specimen signature of each officer of such Medtronic Party KTI executing This Agreement or any of the Ancillary Agreements, (ii) the certificate of incorporation and by-laws of such Medtronic PartyKTI, each as amended, restated and in effect as of the Closing Date and (iii) the resolutions adopted by the Board of Directors and, if applicable, and the shareholders of such Medtronic Party KTI authorizing the execution, delivery and performance of This Agreement and the consummation of the transactions contemplated hereby, each as amended, modified and in effect as of the Closing Date;
(iv) a certificate of good standing of MSD issued by the Indiana Secretary of State as of a date recent to the Closing Date;
(v) a certificate of good standing of the Buyer issued by the Delaware Secretary of State as of a date recent to the Closing Date;
(vi) a certificate of good standing of MDT KTI issued by the Minnesota California Secretary of State as of a date recent to the Closing Date;
(vii) the Dismissal Document, duly executed by the Medtronic Parties Sellers as of the Closing Date; and;
(viii) the Confirmatory Assignments, duly executed by the appropriate Sellers as of the Closing Date
(ix) a letter from the Sellers instructing the law firm of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP to deliver the originals of the Patent Prosecution Files to the Buyer and to instruct, as agent of the Sellers, any patent counsel or agents to do the same;
(x) a completed and executed original U.S. Internal Revenue Service Form W-9 (or successor thereto) from each Seller certifying therein that such Seller is a United States person within the meaning of the Code;
(xi) such other documents that the Sellers Buyer may reasonably request to transfer the Purchased Assets to the Buyer and otherwise effect the transactions contemplated by This Agreement and the Ancillary Agreements. The Sellers may waive any condition specified in this Section 7.2 if they execute a writing so stating at or before ;
(xii) executed stipulations of dismissal for the Closing, and such waiver shall not be considered a waiver of any other provision in This Agreement unless the writing specifically so states.Purchased Claims; and
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