Post-Closing Actions. Parent shall not, and shall not permit any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Final Surviving Company) to, # except with the permission of Stockholder Representative, file, re-file, supplement, or amend any Tax Return of the Company for any Tax period ending on or before the Closing Date, # voluntarily approach any Governmental Entity regarding any Taxes or Tax Returns of the Company that were originally due on or before the Closing Date, # take any action relating to Taxes or that could create a Tax liability on the Closing Date that is outside the ordinary course of business, or # make any Tax election for the Company effective on or before the Closing Date, except, in each case, to the extent otherwise required by applicable Law.

Post-Closing Actions. Each Borrower agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on [Schedule 9.13] as soon as commercially reasonable and by no later than the date set forth in [Schedule 9.13] with respect to such action or such later date as the Administrative Agent may reasonably agree.

Closing Actions. The Parties acknowledge and agree that it is a requirement for the sale and purchase of the Sale Shares to be completed that all the below actions to be carried out on the Closing Date pursuant to this Section 3.2, and all documents to be executed or delivered hereunder, are effectively completed and executed or delivered simultaneously (en unidad de acto) on the date hereof:

B Form of Compliance Certificate

Closing Actions. On the Targeted Closing Date, the Seller and the Purchaser (as the case may be) shall take, or cause to be taken, concurrently (Zug um Zug) the following actions (collectively the “Closing Actions” and each a “Closing Action” and the Closing Actions lit. # to lit. (j) below the “Closing Actions Part I”):

. To the extent not satisfied on the Closing Date and unless such requirement is waived or extended, in the reasonable discretion of the General Administrative Agent, the Borrower shall, and shall cause each of its Restricted Subsidiaries to complete each of the actions described on [Schedule 6.16] by no later than the date set forth in [Schedule 6.16] with respect to such action.

Post-Closing Actions. Each Borrower agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on [Schedule 9.13] as soon as commercially reasonable and by no later than the date set forth in [Schedule 9.13] with respect to such action or such later date as the Administrative Agent may reasonably agree.

Takeda shall deliver to Ovid the Initial Payment in accordance with Section 7.11; and

Post-Closing Actions. Following the Closing Date, each Grantor # agrees to complete all Post-Closing Perfection Actions within the time period set forth in the Indenture (unless such time period is extended by the Collateral Agent in its reasonable discretion) and # take any and all further action required under applicable law or that the Collateral Agent may reasonably request in order to effectuate the transactions contemplated by the Security Documents and in order to grant, preserve, protect and perfect the validity and priority of the Security Interests created by the Security Documents.

Post-Closing Actions. The Buyer shall not, and shall cause the Company and the Buyer’s and the Company’s Affiliates to not, without the prior written consent of the Seller Representative (such consent not to be unreasonably withheld, conditioned or delayed) take any of the following actions to the extent they would reasonably be expected to increase the liability of Sellers for Taxes pursuant to this Agreement: # file, amend, revoke or otherwise modify any Tax Return or any Tax election for any Pre-Closing Tax Period unless required by Law in connection with a Tax Proceeding, # extend or waive any statute of limitations or other period for the assessment of any Taxes of the Company for a Pre‑Closing Tax Period, or # initiate any discussions or examinations with, or otherwise initiate the provision of any information to, any Tax Authority with respect to any Taxes of the Company for a Pre‑Closing Tax Period except as required by applicable Law; provided that, this clause (iii) shall not restrict or prohibit the Buyer from having discussions or other communications with a Tax Authority in connection with a Tax Claim initiated by such Tax Authority for a Pre‑Closing Tax Period so long as the Buyer gives the Seller Representative notice such the Tax Claim pursuant to Section 5.2(d).