On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:

On or prior to the Closing Date (except as otherwise provided below), the Company shall deliver or cause to be delivered to Holder the following: # this Agreement duly executed by the Company; # the Security Agreement Amendment, duly executed by the Company; # a New Note registered in the name of Holder (such original New Note may be delivered within three Trading Days following Closing Date); # an agreement executed between the Company or its subsidiary, Peachstate Health Management LLC d/b/a AEON Clinical Laboratories and the landlord of the premises in which the Company’s principal place of business is located pursuant to which the landlord agrees to subordinate its security interest into certain assets of the Company to the security interests to be granted to the Holder pursuant to the Security Agreement Amendment; and # such other documents relating to the transactions contemplated by this Agreement as the Holder or its counsel may reasonably request.

Deliveries. Pledgor agrees to execute and deliver to Borrower a control acknowledgment (“Control Acknowledgment”) substantially in the form of Exhibit B hereto. Pledgor shall cause Borrower to acknowledge in writing its receipt and acceptance thereof and, if applicable, shall deliver a copy of such Control Acknowledgment and the receipt and acceptance thereof to the Lender. Such Control Acknowledgment shall instruct Borrower to follow instructions from Lender without Pledgor’s consultation or consent after the occurrence and during the continuance of an Event of Default.

Deliveries. Unless otherwise specified in an Order (and agreed to by Supplier) or as set forth below, all deliveries shall be F.O.B. Supplier’s plant in Columbia, Missouri. Title to Products shall pass to S&W at such point and S&W shall assume all risk of loss of any Products after such point, including while any Products are in the possession, custody or control of a carrier. All deliveries from outside of the United States shall be F.O.B. Destination. Title to such Products shall pass to S&W at such destination point and S&W shall assume all risk of loss of any such Products after such destination point. Supplier shall # pack the Products in such a manner as to insure against damage from weather or transportation costs, and # label such Products and provide instructions and other information, including, without limitation, Material Safety Data Sheets, as required by any applicable law or regulations or for proper use of the Products.

On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:

Deliveries. The Company and the Sellers shall have delivered or filed or caused to be delivered or filed each item required to be delivered by them pursuant to [Section 2.03].

Deliveries. Purchaser shall have delivered or caused to be delivered each item required to be delivered by it pursuant to [Section 2.03].

Deliveries. The Exercise Notice described in Section 5.1 shall be accompanied by payment of the full Option Price for the Option Shares in respect of which the Option is being exercised, together with any withholding taxes that may be due as a result of the exercise of the Option, which shall be payable as provided in Section 9.11 below. The payment of the Option Price to be made by any of the following methods, as elected by the Optionee: # by delivery to the Company of a certified or bank check payable to the order of the Company, # cash by wire transfer or other immediately available funds to an account designated by the Company, or # a broker-assisted “cashless exercise” program, or # only if the Committee so permits, having withheld from the number of Option Shares otherwise issuable following the exercise of the Option the number of Option Shares having a Fair Market Value equal to the exercise price or # by another method or combination of methods under procedures established by the Company.

Deliveries. The deliveries specified in Section 5.02 shall have been made by the Parent.

Deliveries. The deliveries specified in Section 5.01 and Section 5.03 shall have been made by each Shareholder and the Company, respectively.