3Seller’s Obligation at Closing. At the Closing, Seller shall execute and deliver the following documents to Purchaser: (i)a xxxx of sale evidencing the sale, transfer and assignment of the Transferred Assets to Purchaser, free and clear of any Liens, in form and substance reasonably satisfactory to both Seller and Purchaser; (ii)an assignment and assumption agreement for the assignment and assumption by Purchaser of the Transferred Contracts and Assumed Liabilities, free and clear of any Liens, in form and substance reasonably satisfactory to both Seller and Purchaser (the “Assignment and Assumption Agreement”); (iii)originals of the Transferred Contracts; and (iv)copies of all personnel files related to the Transferred Employees(to the extent written authorizations to release such copies, if required under any applicable Law (including any Law of the State of California (statutory, common or otherwise)), have been obtained from the Transferred Employees). 2.
3Seller’s Obligation at Closing. At the Closing, Seller shall: (i)deliver or cause to be delivered all Transferred Assets which are capable of transfer by delivery to the order of Purchaser, and/or let Purchaser into possession of the Transferred Assets; (ii)deliver or cause to be delivered to Purchaser originals of the employment contracts of, and personnel files relating to, the Transferred Employees who have executed employment contracts with Purchaser in accordance with Section 4.2 below; and (iii)deliver or cause to be delivered to Purchaser originals of the Transferred Contracts, in respect of which the transfer and novation by Seller to Purchaser has been approved or consented to by any relevant party or obligee as envisaged in Section 4.1 below. 2.
3Seller’s Obligation at Closing. At the Closing, for the Transferred Employees, Seller shall deliver (a) the approval or consent pursuant to Section 4.1(a) and (b) the original copies of the employment contracts of the Transferred Employees and personnel files to the Purchaser. 2.
