Seller’s Actions and Deliveries. Seller shall deliver or cause to be delivered to Purchaser:
Seller’s Actions and Deliveries. In accordance with and pursuant to the terms and conditions of this Agreement, at the Closing, Seller Parent shall:
Seller’s Actions and Deliveries. In accordance with and pursuant to the terms and conditions of this Agreement and each Local Transfer Agreement, Seller Parent shall: (i) deliver to Buyer Parent share certificates representing the Transferred Shares free and clear of all Liens which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers, or, in those jurisdictions where applicable, notarized deeds of transfer reasonably acceptable to Buyer Parent; (ii) execute and deliver to Buyer Parent (or to such Affiliates of Buyer Parent as instructed by Buyer Parent in writing prior to the Closing Date) such bills of sale, endorsements, assignments and other documents as may (in the reasonable judgment of Buyer Parent or its counsel) be necessary or appropriate to transfer and convey, or cause to be transferred and conveyed, to Buyer Parent (or to such Affiliates of Buyer Parent as instructed by Buyer Parent in writing prior to the Closing Date) all of the Transferred Assets free and clear of all Liens, (iii) execute and deliver, or cause to be executed and delivered, to Buyer Parent (or to such Affiliates of Buyer Parent as instructed in writing by Buyer Parent prior to the Closing Date) the Ancillary Agreements that call for a Seller’s signature, and (iv) deliver to Buyer Parent a properly executed affidavit prepared in accordance with Treasury Regulations Section 1.1445-2(b) certifying each applicable Seller’s non-foreign status for U.S. federal income Tax purposes.
Seller’s Actions and Deliveries. Seller shall deliver or cause to be delivered to Buyer 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 the PTB NDA or the PTB Supplemental NDA, as applicable, in accordance with 21 CFR 314.72 from Seller to Buyer.
Seller’s Actions and Deliveries. Seller shall execute and deliver, or cause to be executed and delivered, to Buyer (or to such Affiliates of Buyer as instructed in writing by Buyer prior to the Closing Date):
Seller’s Actions and Deliveries. Simultaneous with ADMA’s and Buyer’s actions and deliveries under Section 3.2(b), Seller shall deliver or cause to be delivered to Buyer or ADMA (as the case may be) the following documents, certificates and instruments and payment and all documents, certificates and instruments required to be delivered by Seller at Closing pursuant to the terms of the Commercial Agreements, the Other Agreements and the Equity Documents, all in form and substance reasonably satisfactory to ADMA and Buyer:
Seller’s Actions and Deliveries. Subject to Section 2.5 and Section 4.2(c), Seller shall transfer and convey or cause to be transferred and conveyed to Buyer all of the Closing Assets, and Seller and Buyer shall execute and Seller shall deliver to Buyer the Assignment and Assumption Agreement and such other good and sufficient instruments of transfer and conveyance as shall be reasonably necessary to vest in Buyer good and valid title to all of the Closing Assets. In addition, Seller shall deliver to Buyer a duly executed copy of each Other Agreement.
Seller’s Actions and Deliveries. At the Closing, Seller shall:
Seller’s Actions and Deliveries. In accordance with and pursuant to the terms and conditions of this Agreement and each Local Agreement, Seller Parent shall: (i) transfer and convey, or cause to be transferred and conveyed, to Buyer Parent (and to such Affiliates of Buyer Parent as instructed by Buyer Parent in writing prior to the Closing Date) all of the Acquired Assets free and clear of all Liens pursuant to the Local Agreements (other than those set forth on Schedule 10.1(g)); (ii) execute and deliver, or cause to be executed and delivered, to Buyer Parent (and/or to such Affiliates of Buyer Parent as instructed in writing by Buyer Parent prior to the Closing Date) the Ancillary Agreements that call for a Seller’s signature, to the extent not signed previously; (iii) deliver share certificates representing the Target Shares (other than the outstanding Equity Participations of Olympus Japan Newco), which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers, or, in those jurisdictions where applicable, notarized deeds of transfer reasonably acceptable to Buyer Parent; (iv) a copy certified by a Representative Director of Olympus Japan Newco of the shareholder registry (kabunushi meibo) of Olympus Japan Newco that evidences Seller Parent’s ownership of all shares in Olympus Japan Newco and a written request (meigi kakikae seikyusho) executed by Seller Parent for a change of shareholder registry to reflect transfer of shares in Olympus Japan Newco from Seller Parent to such Affiliates of Buyer Parent as instructed by Buyer Parent in writing prior to the Closing Date, each in the form reasonably acceptable to Buyer Parent; (v) Seller Parent shall file with the applicable Governmental Authority the Japan Spin-Off Agreement and related documents if it has not done so prior to the Closing; and (vi) the relevant Sellers shall file with the competent commercial registers the French Hive-down and the German Hive-down if they have not done so prior to the Closing.
Seller’s Actions and Deliveries. Simultaneous with Buyer’s actions and deliveries hereunder, Seller shall deliver or cause to be delivered to Buyer the following documents, certificates and instruments, all in form and substance reasonably satisfactory to Buyer:
