Common use of Certain Closing Deliverables Clause in Contracts

Certain Closing Deliverables. At or prior to the Closing: (a) Seller shall deliver or cause to be delivered to Buyer: (i) a patent assignment, in form reasonably acceptable to Xxxxx and duly executed by Seller or its applicable Affiliates, assigning to Buyer the Patents set forth on Schedule A-1(a); (ii) a receipt for the Closing Payment, duly executed by Xxxxxx; (iii) counterparts of the Seller Transaction Agreements (including, but not limited to, those Transaction Agreements set forth in Section 6.05 hereto), duly executed by the Seller or its Affiliates, as applicable; (iv) a valid IRS Form W-9, duly executed by Xxxxxx; (v) a certificate of good standing for Seller issued by the Secretary of State of the State of New York, dated within at least ten (10) calendar days prior to the Closing Date; and (vi) the certificate referenced in Section 10.02(a). (b) Buyer shall deliver or cause to be delivered to Seller: (i) the cash portion of the Closing Payment, by wire transfer of immediately available funds, to the Seller Account; (ii) evidence reasonably acceptable to Buyer that the Share Consideration has been issued to Seller as required hereunder; (iii) counterparts of the Buyer Transaction Agreements (including, but not limited to those Transaction Agreements set forth in Section 6.05 hereto), duly executed by Xxxxx; (iv) a certificate executed by the an officer of Buyer certifying, as of the Closing Date, a true and complete copy of the resolutions of the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and each Transaction Agreement to which it is or is contemplated to be a party, and the consummation of all Transactions contemplated hereby and thereby; (v) a certificate of good standing for Buyer issued by the Secretary of State of the State of Delaware, dated within at least ten (10) calendar days prior to the Closing Date; and (vi) the certificate referenced in Section 10.01(a).

Certain Closing Deliverables. At or prior to the Closing: (a) At Closing, Seller shall deliver or cause to be delivered the following documents to Buyer: (i) a patent assignmentcertificates representing the MHPS Shares, in form reasonably acceptable to Xxxxx and duly endorsed (or accompanied by duly executed by Seller or its applicable Affiliates, assigning stock powers) for transfer to Buyer the Patents set forth on Schedule A-1(a)Buyer; (ii) a receipt for the Closing Payment, duly executed by Xxxxxxwritten resignations of any directors or officers resigning in accordance with Section 5.17; (iii) counterparts of the certificate from Seller Transaction Agreements (including, but not limited to, those Transaction Agreements as set forth in Section 6.05 hereto), duly executed by the Seller or its Affiliates, as applicable6.03; (iv) a valid IRS Form W-9certified copy of the board resolutions of Seller authorizing entry into this Agreement and the Transaction Agreements and the Transactions and board and shareholder resolutions, duly executed by Xxxxxxif any, of the Asset Sellers and Equity Sellers authorizing the sale of the Acquired Assets and the MHPS Shares, respectively; (v) a certificate certification of good standing for non-foreign status from Seller issued by the Secretary of State and each of the State Sellers that will transfer, or be treated as transferring for U.S. federal income tax purposes, either stock in a domestic corporation (or an entity treated as a domestic corporation) or a U.S. real property interest (within the meaning of New YorkSection 897(c) of the Code) signed by an authorized officer of such Seller that is reasonably satisfactory to Buyer and satisfies the requirements of Treasury Regulation section 1.1445-2(b)(2); (vi) any deeds, dated within at least ten bills of sale, endorsements, consents, share transfer agreements or instruments of transfer, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary for the assumption of the Assumed Liabilities or to vest in the Acquiror all Sellers’ right, title and interest in, to and under the Acquired Assets and the MHPS Shares (10) calendar days prior to the Closing Date“Transfer Documents”); and (vivii) any other documents, instruments or agreements which are reasonably requested by Buyer that are reasonably necessary to consummate the certificate referenced in Section 10.02(a)transactions contemplated hereby and have not previously been delivered. (b) At Closing, Buyer shall deliver or cause to be delivered the following documents to Seller: (i) any duly executed Transfer Documents; (ii) the cash portion certificate from Buyer as set forth in Section 6.02; (iii) a certified copy of the Closing Paymentboard resolutions of Buyer authorizing entry into this Agreement, the Transaction Agreements and the Transactions; and (iv) any other documents, instruments or agreements which are reasonably requested by Seller that are reasonably necessary to consummate the transactions contemplated hereby and have not previously been delivered. (c) At Closing, Buyer (or its designated Affiliate) shall pay the Cash Consideration by wire transfer of immediately available funds, an aggregate amount equal to the Cash Consideration in accordance with the Consideration Allocation Schedule and instructions delivered by Seller to Buyer at least two (2) Business Days prior to the Closing Date. (d) Buyer shall deliver to Seller (or its designated Affiliate(s)) (i) at or prior to the Effective Time, evidence that the Class B Shares constituting the Share Consideration will be registered with the Finnish Trade Register and Euroclear Finland Ltd and delivered to the Seller Account; in accordance with Section 3.02(d)(ii), and (ii) evidence reasonably acceptable on the Closing Date or the first Business Day following the Closing Date, the Share Consideration; provided that, in the event that Seller has consummated an Acquisition Proposal prior to Closing, subject to Section 5.07, at Closing, Buyer shall, on behalf of Seller, deliver the Share Consideration (which, in accordance with its terms, shall be converted to Buyer Ordinary Shares) to the Seller Change of Control Escrow Agent to be held on behalf of the stockholders of Seller existing immediately prior to consummation of the Acquisition Proposal in accordance with the Seller Change of Control Escrow Agreement. For the purpose of Section 3.02(d)(i), the following together shall be sufficient evidence to confirm that the Share Consideration has been issued will be registered with the Finnish Trade Register and Euroclear Finland Ltd, and delivered to the Seller as required hereunder; (iii) counterparts of in accordance with the Buyer Transaction Agreements (including, but not limited to those Transaction Agreements time period set forth in Section 6.05 hereto), duly executed by Xxxxx; 3.02(d)(i): (ivi) a certificate executed by the an officer of Buyer certifying, as resolution of the Closing Date, a true and complete copy Buyer Shareholders Meeting on the issuance of the resolutions Share Consideration, (ii) a resolution of the board of directors of Buyer authorizing on the executionissuance of the Share Consideration, delivery and performance of this Agreement and each Transaction Agreement to which it is or is contemplated (iii) a draft confirmation by Buyer’s auditor that adequate consideration for the Share Consideration to be issued will be received as of the Effective Time and (iv) a partydraft notification to the Finnish Trade Register cleared in advance with the Finnish Trade Register with respect to the issuance of the Share Consideration. (e) At Closing, Seller (or its designated Affiliate) shall transfer to Buyer (or its designated Affiliate) 50% of the outstanding interests in DeMag JV, such that following the Closing, Buyer (or its designated Affiliate) and Seller (or its designated Affiliate) each hold an equal interest in DeMag JV. (f) At Closing, Seller and Buyer shall execute and deliver: (i) the consummation form of all Transactions contemplated hereby and therebyshareholder’s agreement attached hereto as Exhibit D (the “Shareholder’s Agreement”); (vii) a certificate the form of good standing for Buyer issued by transition services agreement attached hereto as Exhibit E (the Secretary “Transition Services Agreement”) and (iii) the form of State of registration rights agreement attached hereto as Exhibit F (the State of Delaware, dated within at least ten “Registration Rights Agreement”). (10g) calendar days At or prior to the Closing Date; and Effective Time, Buyer shall deliver to Seller evidence that the articles of association of Buyer have been amended in the form attached hereto as Exhibit G (vithe “Articles Amendment”) and duly registered in the certificate referenced Finnish Trade Register in Section 10.01(a)such form and which shall go into force as of the Closing.

Certain Closing Deliverables. At or prior to the Closing: (a) At Closing, Seller shall deliver or cause to be delivered the following documents to Buyer: (i) a patent assignmentcertificates representing the MHPS Shares, in form reasonably acceptable to Xxxxx and duly endorsed (or accompanied by duly executed by Seller or its applicable Affiliates, assigning stock powers) for transfer to Buyer the Patents set forth on Schedule A-1(a)Xxxxx; (ii) a receipt for the Closing Payment, duly executed by Xxxxxxwritten resignations of any directors or officers resigning in accordance with Section 5.17; (iii) counterparts of the certificate from Seller Transaction Agreements (including, but not limited to, those Transaction Agreements as set forth in Section 6.05 hereto), duly executed by the Seller or its Affiliates, as applicable6.03; (iv) a valid IRS Form W-9certified copy of the board resolutions of Seller authorizing entry into this Agreement and the Transaction Agreements and the Transactions and board and shareholder resolutions, duly executed by Xxxxxxif any, of the Asset Sellers and Equity Sellers authorizing the sale of the Acquired Assets and the MHPS Shares, respectively; (v) a certificate certification of good standing for non-foreign status from Seller issued by the Secretary of State and each of the State Sellers that will transfer, or be treated as transferring for U.S. federal income tax purposes, either stock in a domestic corporation (or an entity treated as a domestic corporation) or a U.S. real property interest (within the meaning of New YorkSection 897(c) of the Code) signed by an authorized officer of such Seller that is reasonably satisfactory to Buyer and satisfies the requirements of Treasury Regulation section 1.1445-2(b)(2); (vi) any deeds, dated within at least ten bills of sale, endorsements, consents, share transfer agreements or instruments of transfer, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary for the assumption of the Assumed Liabilities or to vest in the Acquiror all Sellers’ right, title and interest in, to and under the Acquired Assets and the MHPS Shares (10) calendar days prior to the Closing Date“Transfer Documents”); and (vivii) any other documents, instruments or agreements which are reasonably requested by Buyer that are reasonably necessary to consummate the certificate referenced in Section 10.02(a)transactions contemplated hereby and have not previously been delivered. (b) At Closing, Buyer shall deliver or cause to be delivered the following documents to Seller: (i) any duly executed Transfer Documents; (ii) the cash portion certificate from Buyer as set forth in Section 6.02; (iii) a certified copy of the Closing Paymentboard resolutions of Buyer authorizing entry into this Agreement, the Transaction Agreements and the Transactions; and (iv) any other documents, instruments or agreements which are reasonably requested by Seller that are reasonably necessary to consummate the transactions contemplated hereby and have not previously been delivered. (c) At Closing, Buyer (or its designated Affiliate) shall pay the Cash Consideration by wire transfer of immediately available funds, an aggregate amount equal to the Cash Consideration in accordance with the Consideration Allocation Schedule and instructions delivered by Seller to Buyer at least two (2) Business Days prior to the Closing Date. (d) Buyer shall deliver to Seller (or its designated Affiliate(s)) (i) at or prior to the Effective Time, evidence that the Class B Shares constituting the Share Consideration will be registered with the Finnish Trade Register and Euroclear Finland Ltd and delivered to the Seller Account; in accordance with Section 3.02(d)(ii), and (ii) evidence reasonably acceptable on the Closing Date or the first Business Day following the Closing Date, the Share Consideration; provided that, in the event that Seller has consummated an Acquisition Proposal prior to Closing, subject to Section 5.07, at Closing, Buyer shall, on behalf of Seller, deliver the Share Consideration (which, in accordance with its terms, shall be converted to Buyer Ordinary Shares) to the Seller Change of Control Escrow Agent to be held on behalf of the stockholders of Seller existing immediately prior to consummation of the Acquisition Proposal in accordance with the Seller Change of Control Escrow Agreement. For the purpose of Section 3.02(d)(i), the following together shall be sufficient evidence to confirm that the Share Consideration has been issued will be registered with the Finnish Trade Register and Euroclear Finland Ltd, and delivered to the Seller as required hereunder; (iii) counterparts of in accordance with the Buyer Transaction Agreements (including, but not limited to those Transaction Agreements time period set forth in Section 6.05 hereto), duly executed by Xxxxx; 3.02(d)(i): (ivi) a certificate executed by the an officer of Buyer certifying, as resolution of the Closing Date, a true and complete copy Buyer Shareholders Meeting on the issuance of the resolutions Share Consideration, (ii) a resolution of the board of directors of Buyer authorizing on the executionissuance of the Share Consideration, delivery and performance of this Agreement and each Transaction Agreement to which it is or is contemplated (iii) a draft confirmation by Xxxxx’s auditor that adequate consideration for the Share Consideration to be issued will be received as of the Effective Time and (iv) a partydraft notification to the Finnish Trade Register cleared in advance with the Finnish Trade Register with respect to the issuance of the Share Consideration. (e) At Closing, Seller (or its designated Affiliate) shall transfer to Buyer (or its designated Affiliate) 50% of the outstanding interests in DeMag JV, such that following the Closing, Buyer (or its designated Affiliate) and Seller (or its designated Affiliate) each hold an equal interest in DeMag JV. (f) At Closing, Seller and Xxxxx shall execute and deliver: (i) the consummation form of all Transactions contemplated hereby and therebyshareholder’s agreement attached hereto as Exhibit D (the “Shareholder’s Agreement”); (vii) a certificate the form of good standing for Buyer issued by transition services agreement attached hereto as Exhibit E (the Secretary “Transition Services Agreement”) and (iii) the form of State of registration rights agreement attached hereto as Exhibit F (the State of Delaware, dated within at least ten “Registration Rights Agreement”). (10g) calendar days At or prior to the Closing Date; and Effective Time, Buyer shall deliver to Seller evidence that the articles of association of Buyer have been amended in the form attached hereto as Exhibit G (vithe “Articles Amendment”) and duly registered in the certificate referenced Finnish Trade Register in Section 10.01(a)such form and which shall go into force as of the Closing.

Certain Closing Deliverables. At or prior to the Closing: (a) Seller shall deliver or cause to be delivered to BuyerBuyer the following: (i) a patent assignmentto the extent the Transferred Equity Interests are certificated, certificates evidencing the Transferred Equity Interests, duly endorsed in form reasonably acceptable to Xxxxx and blank or accompanied by stock powers duly executed in blank or other duly executed instruments of transfer as required by Seller applicable Laws or its applicable Affiliates, assigning otherwise to Buyer validly transfer title in and to the Patents set forth on Schedule A-1(a)Transferred Equity Interests; (ii) a receipt for counterpart of the Closing PaymentIntellectual Property License Agreement in the form attached hereto as Exhibit B (with such changes as mutually agreed upon by the Parties, the “Intellectual Property License Agreement”), duly executed by XxxxxxSeller; (iii) counterparts a counterpart of the Seller Transaction Agreements EVAH License Agreement in the form attached hereto as Exhibit C (includingwith such changes as mutually agreed upon by the Parties, the “EVAH License Agreement”), duly executed by Seller; (iv) a counterpart of a license agreement in the form of the Intellectual Property License Agreement, but not limited towith those modifications required to comply with the terms and conditions and reflecting the requirements of the Explorer Intellectual Property Agreement, those Transaction Agreements set forth with respect to a license from Seller to Buyer of Intellectual Property Used in Section 6.05 heretothe Business that is licensed to Seller under the Explorer Intellectual Property Agreement (the “Explorer License Agreement”), duly executed by the Seller; (v) a counterpart of the Transition Services Agreement, in the form attached hereto as Exhibit D (with such changes as mutually agreed upon by the Parties, the “Transition Services Agreement”), duly executed by Seller; (vi) a counterpart of the Transitional Trademark License Agreement, in the form attached hereto as Exhibit F (with such changes as mutually agreed upon by the Parties, the “Transitional Trademark License Agreement”), duly executed by Seller; (vii) a counterpart of a bill of sale, assignment and assumption agreement in a form reasonably acceptable to Bxxxx and Seller (the “Bill of Sale, Assignment and Assumption Agreement”), duly executed by the Seller or its Affiliates, as applicableParties; (ivviii) a valid IRS Form W-9counterparts to the Intellectual Property Assignment Agreements in the forms attached hereto as Exhibit G, including subsections thereof (with such changes as mutually agreed upon by the Parties, the “IP Assignment Agreements”), duly executed by Xxxxxxthe applicable Seller Parties; (vix) an IRS Form W-9 duly executed by each Seller Party that is a U.S. Person and that is to transfer Transferred Assets to Buyer at the Effective Time and an IRS Form W-8BEN-E from each Seller Party that is not a U.S. Person and that is to transfer Transferred Assets to Buyer at the Effective Time; (x) counterparts of the Local Transfer Agreements, if any, duly executed by the applicable Seller Parties; (xi) counterparts of assignments and assumptions of the Transferred Real Property Leases in a form reasonably acceptable to Buyer and Seller (the “Lease Assignments”), duly executed by the applicable Seller Parties; (xii) a certificate counterpart of good standing for Seller issued the Transitional Manufacturing and Supply Agreement in the form attached hereto as Exhibit H (with such changes as mutually agreed upon by the Secretary of State Parties, the “Transitional Manufacturing and Supply Agreement”), duly executed by Seller; (xiii) all tangible Transferred Assets, except as set forth in Section 3.02 of the State Seller Disclosure Schedules, or as otherwise set forth in the Transition Services Agreement; provided that with respect to certain Transferred Assets, delivery shall, unless the Parties otherwise mutually agree, be in accordance with Section 3.02 of New Yorkthe Seller Disclosure Schedules, or as otherwise set forth in the Transition Services Agreement; (xiv) written resignations, dated within at least ten (10) calendar days prior to as of the Closing Date, of the directors and officers of each of the Transferred Entities in their capacity as such in a form reasonably satisfactory to Buyer; (xv) a counterpart of the Data Sharing Agreement in the form attached hereto as Exhibit I (with such changes as mutually agreed upon by the Parties, the “Data Sharing Agreement”), duly executed by Seller; and (vixvi) a customary acknowledgement by the certificate referenced Collateral Agent (as defined in Section 10.02(athe Credit Agreement), in writing, and in form and substance reasonably acceptable to Buyer, confirming that all Liens (as defined in the Credit Agreement) securing the Obligations (as defined in the Credit Agreement) on any Collateral (as defined in the Credit Agreement) that constitutes a Transferred Asset will be unconditionally released and terminated concurrently with the Closing. (b) Buyer shall deliver or cause to be delivered to SellerSeller the following: (i) the cash portion of the Closing Payment, in U.S. dollars, as specified in the Estimated Closing Statement, by wire transfer of immediately available funds, to an account or accounts as directed by Seller in the Seller AccountEstimated Closing Statement; (ii) evidence reasonably acceptable all Transfer Tax stamps and transfer forms (if any) in Buyer’s possession in accordance with Section 9.03 and required to Buyer that the Share Consideration has been issued be delivered to a Seller as required hereunderParty; (iii) counterparts a counterpart of the Buyer Transaction Agreements (including, but not limited to those Transaction Agreements set forth in Section 6.05 hereto)Intellectual Property License Agreement, duly executed by XxxxxBuyer or its applicable Affiliate; (iv) a certificate counterpart of the EVAH License Agreement, duly executed by the an officer of Buyer certifying, as of the Closing Date, a true and complete copy of the resolutions of the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and each Transaction Agreement to which it is or is contemplated to be a party, and the consummation of all Transactions contemplated hereby and therebyits applicable Affiliate; (v) a certificate of good standing for Buyer issued by the Secretary of State counterpart of the State Explorer License Agreement, duly executed by Buyer or its applicable Affiliate; (vi) a counterpart of Delawarethe Transition Services Agreement, dated within at least ten duly executed by Buyer or its applicable Affiliate; (10vii) calendar days prior to a counterpart of the Closing DateTransitional Trademark License Agreement, duly executed by Buyer or its applicable Affiliate; (viii) counterparts of the Local Transfer Agreements, if any, duly executed by Buyer or its applicable Affiliates; (ix) counterparts of the Lease Assignments, duly executed by Buyer or its applicable Affiliates; (x) a counterpart of the Bill of Sale, Assignment and Assumption Agreement, duly executed by Buyer or its applicable Affiliate; (xi) a counterpart of the IP Assignment Agreement, duly executed by Buyer or its applicable Affiliate; (xii) a counterpart of the Transitional Manufacturing and Supply Agreement, duly executed by Buyer or its applicable Affiliate; and (vixiii) a counterpart of the certificate referenced in Section 10.01(a)Data Sharing Agreement, duly executed by Bxxxx.

Certain Closing Deliverables. At or prior to the Closing: (a) Seller Parent shall deliver or cause to be delivered to BuyerBuyer the following: (i) a patent assignment, valid instruments of assignment or transfer of the Transferred Interests to Buyer (in form and substance reasonably acceptable to Xxxxx Buyer), free and clear of all Liens (other than restrictions on transfer that may be imposed by applicable law or the organizational documents of the Companies or the applicable JVs or Liens incurred solely as a result of actions taken by Buyer and its Affiliates), duly executed by the applicable Seller Parties and, to the extent required under local law, notarized and/or copies of any relevant corporate approval(s) and formalities, stamp duty document(s) (including but not limited to stamp duty certificate(s) and executed working sheets), original share certificate(s) and/or new share certificate(s) (duly executed by the applicable Seller Parties, Transferred Companies or its applicable AffiliatesJVs, assigning as the case may be) which are required to effect the assignment or transfer of the Transferred Interests to Buyer (in form and substance reasonably acceptable to Buyer) and the Patents set forth on Schedule A-1(arelevant business profile(s) or search extract(s) and register(s) or ledgers(s) of members evidencing the assignment or transfer of the relevant Transferred Interests to Buyer (collectively, the “Equity Assignment Documents”); (ii) a receipt for counterpart of the Closing PaymentTransition Services Agreement, duly executed by XxxxxxParent or its applicable Affiliate; (iii) counterparts of the Seller Transaction Agreements (including, but not limited to, those Transaction Agreements set forth in any forms or certificates required to be provided pursuant to Section 6.05 hereto2.6(b)(iii), duly executed by the Seller or its Affiliates, as applicable; (iv) a valid IRS Form W-9, duly copies of any executed by XxxxxxPayoff Letters required to be delivered in accordance with Section 5.3 and any customary evidence of the release of Liens and guarantees required to be delivered in accordance with Section 5.3; (v) a the officer’s certificate of good standing for Seller issued by the Secretary of State of the State of New York, dated within at least ten (10) calendar days prior required to the Closing Datebe delivered pursuant to Section 8.2(b); and (vi) unless otherwise requested by Buyer, resignation letters, in form and substance reasonably satisfactory to Buyer, from the certificate referenced directors and officers of each of the Transferred Companies and any directors and officers designated to each of the JVs by Seller or any of its Affiliates, in Section 10.02(a)each case that are not Acquired Business Employees. (b) Buyer shall deliver or cause to be delivered to SellerParent the following: (i) the cash portion of Closing Payment, as specified in the Closing PaymentStatement, and, if applicable, subject to the offset referred to in Section 5.8, by wire transfer of immediately available funds, to the Seller Accountaccount or accounts as directed by Parent in the Closing Statement; (ii) evidence reasonably acceptable duly executed counterparts of the Equity Assignment Documents to Buyer that the Share Consideration has been issued extent required by applicable laws or otherwise necessary to Seller as required hereundervalidly transfer title in and to the Transferred Interests; (iii) counterparts a counterpart of the Buyer Transaction Agreements (including, but not limited to those Transaction Agreements set forth in Section 6.05 hereto)Transition Services Agreement, duly executed by Xxxxx;Buyer or its applicable Affiliate; and (iv) a the officer’s certificate executed by the an officer of Buyer certifying, as of the Closing Date, a true and complete copy of the resolutions of the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and each Transaction Agreement to which it is or is contemplated required to be a party, and the consummation of all Transactions contemplated hereby and thereby; (v) a certificate of good standing for Buyer issued by the Secretary of State of the State of Delaware, dated within at least ten (10) calendar days prior delivered pursuant to the Closing Date; and (vi) the certificate referenced in Section 10.01(a8.3(b).

Certain Closing Deliverables. At or prior to the Closing: (a) Seller Sellers shall deliver or cause to be delivered to BuyerBuyer the following: (i) a patent assignmentcounterpart of the Joint Written Instructions, in form reasonably acceptable to Xxxxx and duly executed by Seller or its applicable AffiliatesSxxxxxx, assigning directing the Escrow Agent to Buyer deliver the Patents Escrowed Funds to the Agents in accordance with the terms and conditions set forth on Schedule A-1(a)in the Sale Order; (ii) a receipt counterpart of the Bill of Sale and the Assignment and Assumption Agreement for Transferred Assets, in the Closing Paymentform attached hereto as Exhibit B (the “Bill of Sale, Assignment and Assumption Agreement”), duly executed by Xxxxxxthe applicable Sellers; (iii) counterparts of the Seller Transaction Agreements IP Assignment Agreement, in the form attached hereto as Exhibit C (including, but not limited to, those Transaction Agreements set forth in Section 6.05 heretothe “IP Assignment Agreement”), duly executed by the Seller or its Affiliatesapplicable Sellers, as applicableon the one hand, and Buyer, on the other hand; (iv) a valid IRS Form W-9counterparts of the Transition Services Agreement and Reverse Transition Services Agreement, in each case, duly executed by Xxxxxxthe applicable Sellers; (v) the officer’s certificate required to be delivered pursuant to Section 10.02(a)(vi); (vi) a certificate properly completed and executed IRS Form W-9 from each Seller (or, if a Seller is a disregarded entity within the meaning of good standing for Seller issued by Treasury Regulations Section 1.1445-2(b)(2)(iii), the Secretary of State entity that is treated as the transferor of the State relevant Transferred Assets for U.S. federal income tax purposes, listing the Seller on line 2 of New York, dated within at least ten (10IRS Form W-9 as the disregarded entity’s name) calendar days prior certifying that backup withholding does not apply to the Closing Dateentity listed on line 1 of IRS Form W-9; (vii) [Reserved]; (viii) [Reserved]; and (viix) all other instruments of conveyance and transfer, in form and substance reasonably acceptable to Buyer, as may be necessary to convey the certificate referenced in Section 10.02(a)Transferred Assets to Buyer and carry out the Transactions. (b) Buyer shall deliver or cause to be delivered to SellerSellers the following: (i) the cash portion payment of the Closing PaymentPurchase Price (less the amount of the Escrowed Funds), by wire transfer of immediately available funds, funds to the Seller AccountAgents in accordance with the terms and conditions set forth in the Sale Order; (ii) evidence reasonably acceptable a counterpart of the Joint Written Instructions, duly executed by Bxxxx, directing the Escrow Agent to Buyer that deliver the Share Consideration has been issued Escrowed Funds to Seller as required hereunderthe Agents in accordance with the terms and conditions set forth in the Sale Order; (iii) counterparts of the Buyer Transaction Agreements all required Transfer Tax stamps and transfer forms (including, but not limited to those Transaction Agreements set forth in Section 6.05 heretoif any), unless under applicable Law such Transfer Tax stamps or duly executed stamped transfer forms are only available post-Closing (in which case such Transfer Tax stamps or duly stamped transfer forms shall be delivered to Sellers promptly and in any event no later than five (5) Business Days after receipt thereof by XxxxxBuyer); (iv) a certificate counterpart of the Bill of Sale, the Assignment and Assumption Agreement, duly executed by the an officer of Buyer certifying, as of the Closing Date, a true and complete copy of the resolutions of the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and each Transaction Agreement to which it is or is contemplated to be a party, and the consummation of all Transactions contemplated hereby and therebyBxxxx; (v) a certificate of good standing for Buyer issued by the Secretary of State counterparts of the State of DelawareTransition Services Agreement and Reverse Transition Services Agreement, dated within at least ten (10) calendar days prior to the Closing Date; andin each case, duly executed by Bxxxx; (vi) the officer’s certificate referenced in required to be delivered to Sellers pursuant to Section 10.01(a10.01(a)(iii); and (vii) such other documents, instruments and certificates as Sellers (on behalf of itself and Sellers) may reasonably request.