Deliveries at the Closing At the Closing, (i) Seller will deliver to Purchaser the various agreements, certificates, instruments, and documents referred to in Section 8.1 below; (ii) Purchaser will deliver to Seller the various certificates, instruments, and documents referred to in Section 8.2 below; (iii) Seller, and Intervener, where applicable, will execute, acknowledge (if appropriate), and/or deliver to Purchaser (A) a ▇▇▇▇ of sale substantially in the form attached hereto as Exhibit “A”, (B) a real estate limited warranty deed executed by 1245 Properties in substantially the form attached hereto as Exhibit “F” (C) an assignment of Intellectual Property rights in substantially the forms attached hereto as Exhibit “B”, (D) a counterpart of the shared services agreement in substantially the form attached hereto as Exhibit “C” (the “Shared Services Agreement”), (E) a Seller non-compete and non-solicitation agreement in substantially the form attached hereto as Exhibit “D”, (F) a counterpart to an assignment and assumption agreement in substantially the form attached hereto as Exhibit “E” (the “Assignment and Assumption”), (G) an assignment of each Real Property Lease in substantially the form of Exhibit “O” attached hereto, (H) to the extent required under Section 6.2(b), a counterpart to the management agreement in substantially the form attached hereto as Exhibit “R” and (I) such other instruments of sale, transfer, conveyance, and assignment as Purchaser and its counsel reasonably may request, including assignments of all domain names involved; (iv) Purchaser will execute, acknowledge (if appropriate), and deliver to Seller (A) a counterpart of the Assignment and Assumption, (B) a counterpart of the Shared Services Agreement, (C) to the extent required under Section 6.2(b), a counterpart to the management agreement in substantially the form attached hereto as Exhibit “R” and (D) such other instruments of assumption as Seller and its counsel reasonably may request; and (v) Purchaser will deliver to Seller the Purchase Price,
Deliveries at Closing At the Closing, the Seller and the Buyer, respectively, will deliver the following documents: (a) The Seller and AUGI will deliver or cause to be delivered to EXTEL and to the Buyer: (i) a copy of the by-laws of the Seller and resolutions adopted by the Seller's Board of Directors and sole stockholder approving the transactions contemplated by this Agreement, certified by the Secretary of the Seller as of the Closing Date; (ii) a copy of the certificate of incorporation of the Seller, with all amendments thereto, together with a long form good standing certificate and tax clearance certificate, certified by the Secretary of State of the Seller's state of incorporation as of a date no later than five (5) days before the Closing Date; (iii) certificate(s) by the Secretaries of the Seller and of AUGI, dated as of the Closing Date, attesting to the authority and verifying the signature of each person who signed this Agreement or any other agreement, instrument or certificate delivered in connection with the transactions contemplated hereby on behalf of the Seller and AUGI, respectively; (iv) all agreements, authorizations, exemptions, waivers and consents of any third persons or entities required to be obtained by the Seller or AUGI hereunder or generally necessary for the consummation by the Seller and AUGI of the transactions contemplated by this Agreement; (v) sufficient, original, executed copies of assignments of patents, trademarks and/or copyrights, in form and substance acceptable to the Buyer, such that there is one original version for each group of patents, trademarks and copyrights; (vi) certificate(s), dated the Closing Date, signed by the chief financial officer of each of the Seller and AUGI that the conditions specified in Section 10.2(a) and (b) hereof have been fulfilled in all respects; (vii) assignment of leases for each Lease; and (viii) such other specific instruments of sale, conveyance, assignment, transfer, and delivery as are required to vest good and marketable title to the Assets in the Buyer. (b) EXTEL and the Buyer will deliver or cause to be delivered to the Seller and to AUGI: (i) a copy of the by-laws of the Buyer and resolutions adopted by the Buyer's Board of Directors and sole stockholder approving the transactions contemplated by this Agreement, certified by the Secretary of the Buyer as of the Closing Date; (ii) a copy of the certificate of incorporation of the Buyer, with all amendments thereto, together with a long form good standing certificate and tax clearance certificate, certified by the Secretary of State of the Buyer's state of incorporation as of a date no later than five (5) days before the Closing Date; (iii) certificate(s) by the Secretaries of EXTEL and of the Buyer, dated as of the Closing Date, attesting to the authority and verifying the signature of each person who signed this Agreement or any other agreement, instrument or certificate delivered in connection with the transactions contemplated hereby on behalf of EXTEL and the Buyer, respectively; (iv) certificate(s), dated the Closing Date, signed by the chief financial officer of each of EXTEL and the Buyer that the conditions specified in Section 10.1(a) and (b) hereof have been fulfilled in all respects; and (v) such other specific instruments of conveyance, assignment, transfer, and delivery as are required to confirm that the Buyer shall have assumed the payment and performance of the Assumed Liabilities and the performance of the Material Contracts.
Seller’s Deliveries at Closing At the Closing and unless otherwise waived in writing by the Buyer, the Sellers shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"): (a) The Bill of Sale, duly executed and notarized by XeQute; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQute; (c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counsel, dated as of the Closing Date and addressed to the Buyer ("Sellers' Opinion"), in form and substance as set forth in the form annexed to this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellers; and (f) Such other instrument and documents, as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closing.
Closing Deliveries by Seller At the Closing, Seller shall deliver, or cause to be delivered, to Buyer: (a) The certificates, consents and other documents required to be obtained or delivered pursuant to Article VIII; (b) A porcine substance supply agreement between Seller Affiliate (Intervet International B.V.) and Buyer in substantially the form attached hereto as Exhibit C (the “Porcine Substance Supply Agreement”), duly executed by Seller Affiliate; (c) A IB supply agreement between Seller Affiliate (Merck Sharp & Dohme B.V.) and Buyer in substantially the form attached hereto as Exhibit D (the “IB Supply Agreement”), duly executed by Seller Affiliate; (d) A IB technology transfer agreement between Seller Affiliates ((Merck Sharp & Dohme B.V. and N.V. Organon) and Buyer in substantially the form attached hereto as Exhibit E (the “IB Technology Transfer Agreement”), duly executed by Seller Affiliate; (e) A patent license agreement between Seller Affiliate (Merck Sharp & Dohme B.V.) and Buyer in substantially the form attached hereto as Exhibit F (the “Patent License Agreement”), duly executed by Seller Affiliate; (f) A TTA assignment agreement between Seller Affiliates (Merck Sharp & Dohme B.V. and N.V. Organon) and Buyer in substantially the form attached hereto as Exhibit G (the “TTA Assignment”), duly executed by Seller Affiliate; (g) A transition services agreement between Financière MSD (Parent Seller) and Buyer in substantially the form attached hereto as Exhibit H (the “Transition Services Agreement”), duly executed by Seller; (h) An executed copy of the Dutch asset purchase agreement entered into between Seller Affiliates (Merck Sharp & Dohme B.V. and N.V. Organon) and Buyer in substantially the form attached hereto as Exhibit I (the “Dutch Asset Purchase Agreement”); (i) A liability agreement between Buyer, SP, Merck Sharp & Dohme Corp., Merck Sharp & Dohme B.V, N.V. Organon, Financière MS, Intervet International B.V. and Buyer and Amphastar Pharmaceuticals Inc. substantially the form attached hereto as Exhibit J (the “Liability Agreement”), duly executed by Seller; (j) A stability testing services agreement between Seller Affiliate (N.V. Organon) and Buyer in substantially the form attached hereto as Exhibit K (the “Stability Testing Services Agreement”), duly executed by Seller; (k) A Seller parent guarantee in substantially the form attached hereto as Exhibit L (the “Seller Parent Guarantee”), duly executed; (l) A porcine insulin for biotech supply agreement between Seller Affiliate (N.V. Organon) and Buyer in substantially the form attached hereto as Exhibit M (the “Porcine Insulin for Biotech Supply Agreement”), duly executed; (m) A IB quality agreement between Seller Affiliate (Merck Sharp & Dohme B.V.) and Buyer in substantially the form attached hereto as Exhibit N, (the “IB Quality Agreement”), duly executed; (n) A PI quality agreement between Seller Affiliate (Intervet International B.V.) and Buyer in substantially the form attached hereto as Exhibit O, (the “PI Quality Agreement”), duly executed; (o) the mutual confidentiality agreements between Seller Affiliates and Buyer in substantially the forms attached hereto as Exhibit P, (together the “CDAs”), duly executed; (p) the letter of understanding between Buyer and Seller, related to the transitional services agreement for EHS remediation works, in substantially the form attached hereto as Exhibit Q (the “▇▇▇”), duly executed; (q) the letter related to Seller’s temporary employees between Buyer and Seller, in substantially the form attached hereto as Exhibit R (the “Temporary Employees Letter”), duly executed; (r) Such other documents, certificates, agreements and other writings as may be reasonably necessary or desirable to effectuate the transactions contemplated by this Agreement.
Actions at the Closing Simultaneously with the execution of this Agreement or as with regard to the transfer of securities as soon thereafter as is practicable: (a) The Seller shall deliver to the Company (i) a copy of a certificate of good standing (or similar documents applicable for such jurisdictions) for the Seller, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Seller's jurisdiction of organization; and (ii) a certificate from the Seller’s secretary or director certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Seller’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors and the Shareholders authorizing the execution, delivery and performance of this Agreement and each document to which they are a party or bound, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, and (z) the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or is required to be a party or otherwise bound. (b) The Company shall deliver to the Seller (i) a copy of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. ▇▇▇▇▇ ▇▇▇▇▇▇ as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound. (c) Each of the Shareholders shall deliver to the Company the certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books of the Company, such certificates may be delivered to the Company’s registrar or transfer agent. (d) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(b). (e) The Company Preferred Shareholder shall deliver to the Company the cancellation request and executed agreements as needed for surrendering of all of the Series A Preferred Stock owned by him on the books of the Company, such cancellation request may be delivered to the Company’s transfer agent. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of ▇▇. ▇▇▇ ▇▇▇▇ from his position as Chief Executive Officer of the Company. (i) The Shareholders and the Company Preferred Shareholder shall deliver to the Company counterparts duly executed by them to the Lock-Up Agreement and the Registration Rights Agreement. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof and effective as of the next Business Day after the date hereof.