Common use of Closing Date Deliveries of Seller Clause in Contracts

Closing Date Deliveries of Seller. At the Closing, Seller or Seller Affiliate, as applicable, shall deliver, or cause to be delivered, to Buyer: (a) The Acquired Assets, including (i) with respect to the Transferred Contracts, a complete, accurate and legible copy of each such Contract (including all amendments and supplements thereto); (ii) with respect to the Transferred Contracts that were Consent Required Contracts as of the date of this Agreement, a written consent by the third parties thereto to the transfer and assignment of such Consent Required Contract to Buyer; and (iii) with respect to all Software included in the Acquired Assets, such delivery to be made by electronic means; (b) The duly executed General Assignment, Assumption and Xxxx of Sale, which shall be in full force and effect; (c) The duly executed assignments of the Transferred Intellectual Property Rights in the form of Exhibit E, which shall be in full force and effect; (d) The duly executed certificates of Seller required by Section 8.2(k); (e) The opinion of legal counsel of Seller required by Section 8.2(i); (f) The duly executed Ancillary Agreements to which Seller or any Seller Affiliate is a party, which Ancillary Agreements shall be in full force and effect; (g) The duly executed tax election described in Section 7.21; (h) Copies of each item of Licensed Technology that is to be licensed to Buyer pursuant to Article 6. With respect to all Software included in such Licensed Technology that is to be licensed to Buyer pursuant to Article 6: (i) Seller shall deliver the copy of the source code and the object code form of such Software, and (ii) such delivery must be made by electronic means; and (i) Such other duly executed, good and sufficient instruments of sale, conveyance, assignment or transfer, in form and substance reasonably acceptable to Buyer’s counsel, so as to vest in Buyer good and valid title in and to the Acquired Assets.

Closing Date Deliveries of Seller. At the Closing, Seller shall, --------------------------------- and shall cause each member of the Seller Group as may be appropriate to, deliver to Buyer or Seller Affiliate, as applicable, shall deliver, or cause to be delivered, to Buyerits designee the following: (a) The the Transferred Acquired Assets, including (i) with respect to the Transferred Contracts, a complete, accurate and legible copy of each such Contract (including all amendments and supplements thereto); (ii) with respect to the Transferred Contracts that were Consent Required Contracts as of the date of this Agreement, a written consent by the third parties thereto to the transfer and assignment of such Consent Required Contract to Buyer; and (iii) with respect to all Software included in the Acquired Assets, such delivery to be made by electronic means; (b) The Certificates representing all of the capital stock of Singapore Newco together with a duly executed General Assignmentstock power assigning at the Closing ownership thereof to Buyer, Assumption or a designee of Buyer; (c) Certificates representing all of the capital stock of Italian Newco together with a duly executed stock power assigning at the Closing ownership thereof to Buyer, or a designee of Buyer; (d) Certificates representing all of Seller's capital stock in each of TECH and Xxxx KTI together with a duly executed stock powers assigning at the Closing ownership thereof to Buyer, or a designee of SaleBuyer; (e) duly executed Related Agreements; (f) such executed deeds, bills of sale, assignments or other instruments of transfer and assignment, and releases as are reasonably necessary to consummate the sale and transfer of the Transferred Acquired Assets contemplated by this Agreement, all in form and substance reasonably satisfactory to Buyer and its counsel; (g) the copy of resolutions of the board of directors of Seller and each member of the Seller Group (and, in the case of Singapore Operating Company, a copy of resolutions of a general meeting of the shareholders thereof) authorizing the execution, delivery and performance of this Agreement, the Related Agreements and each other agreement, document or certificate to which shall it is a party and is required to be delivered pursuant hereto or in connection herewith and authorizing the consummation of the transactions contemplated hereby and thereby by Seller and each member of the Seller Group and a certificate of the secretary of Seller, dated the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect; (ch) The duly executed assignments a certificate, dated the Closing Date, from an executive officer of Seller to the Transferred Intellectual Property Rights effect that Seller has fulfilled the conditions set forth in the form of Exhibit E, which shall be in full force and effectSection 9.2 hereof; (di) The duly executed certificates to the extent held by or under the control of Seller required by Section 8.2(k)or any member of the Operating Group all of the books and records of the Seller Group included in the Acquired Assets; (ej) The opinion of legal counsel of Seller required by Section 8.2(i); (f) The an affidavit, duly executed Ancillary Agreements by Seller, attesting that Seller is not a "foreign person" within the meaning of Code Section 1445(e)(3) and is not subject to which Seller withholding under any state or any Seller Affiliate is a partyU.S. Tax law, which Ancillary Agreements shall be in full force and effect; (g) The duly executed tax election described in Section 7.21; (h) Copies of each item of Licensed Technology that is form reasonably acceptable to be licensed to Buyer pursuant to Article 6. With respect to all Software included in such Licensed Technology that is to be licensed to Buyer pursuant to Article 6: (i) Seller shall deliver the copy of the source code and the object code form of such Software, and (ii) such delivery must be made by electronic meansBuyer; and (ik) Such other duly executed, good and sufficient instruments of sale, conveyance, assignment or transfer, the Closing Statement in form and substance reasonably acceptable satisfactory to Buyer’s counsel, so as to vest in Buyer good and valid title in and to the Acquired Assets.

Closing Date Deliveries of Seller. At the Closing, Seller or Seller Affiliate, as applicable, shall deliver, or cause to be delivered, to Buyer: (a) The Acquired Assets, including (i) with respect to the Transferred Contracts, a complete, accurate and legible copy of each such Contract (including all amendments and supplements thereto); , (ii) with respect to the Transferred Contracts that were Consent Required Contracts as of the date of this Agreement, a written consent in a form reasonably acceptable to Seller by the third parties thereto to the transfer and assignment of such Consent Required Contract to Buyer; Buyer and (iii) with respect to all Software included the Tekelec Japan Stock, the share certificates representing the Tekelec Japan Stock and any required share transfer forms duly executed by Seller in the Acquired Assets, such delivery form reasonably acceptable to be made by electronic meanscounsel for Buyer; (b) The duly executed General Assignment, Assumption Assignment and Xxxx Bill of Sale, which shall be in full force and effecteffect against Seller; (c) The duly executed assignments of the Transferred Intellectual Property Rights in (except for those Transferred Intellectual Property Rights indirectly acquired by Buyer by buying the form of Exhibit ETekelec Japan Stock), which assignments shall be in full force and effecteffect against Seller; (d) The duly executed certificates of Seller required by Section 8.2(kSECTIONS 7.2(M) and 7.2(N); (e) The opinion of legal counsel of Seller required by Section 8.2(i); (f) The duly executed Ancillary Agreements to which Seller or any Seller Affiliate is a partyparty that were not delivered on the date of this Agreement, which Ancillary Agreements shall be in full force and effecteffect against Seller; (f) Evidence reasonably satisfactory to Buyer of termination of those contracts identified on Schedule 7.2(g); (g) The duly executed tax election described amendments to those contracts identified on SCHEDULE 7.2(F), which amendments shall be reasonably acceptable to Buyer and shall be in Section 7.21full force and effect against Seller; (h) Copies of each item of Licensed Technology that is to be licensed to Buyer pursuant to Article 6. With respect to all Software included in such Licensed Technology that is to be licensed to Buyer pursuant to Article 6: (i) Seller shall deliver the copy of the source code and the object code form of such Software, and (ii) such delivery must be made by electronic means; and (i) Such other duly executed, good and sufficient executed instruments of sale, conveyance, assignment or transfertransfer as Buyer may reasonably request, in form and substance reasonably acceptable to Buyer’s 's counsel; and (i) Written consents (i) in the form required by the Sublease Agreement from the owners of the Morrisville, so North Carolina facility and (ii) in forms reasonably acceptable to Buyer as to vest in Buyer good and valid title in and to the Acquired Assetslessors of the real property occupied by employees of Tekelec Japan.

Closing Date Deliveries of Seller. At the Closing, Seller shall, and shall cause each member of the Seller Group as may be appropriate to, deliver to Buyer or Seller Affiliate, as applicable, shall deliver, or cause to be delivered, to Buyerits designee the following: (a) The the Transferred Acquired Assets, including (i) with respect to the Transferred Contracts, a complete, accurate and legible copy of each such Contract (including all amendments and supplements thereto); (ii) with respect to the Transferred Contracts that were Consent Required Contracts as of the date of this Agreement, a written consent by the third parties thereto to the transfer and assignment of such Consent Required Contract to Buyer; and (iii) with respect to all Software included in the Acquired Assets, such delivery to be made by electronic means; (b) The Certificates representing all of the capital stock of Singapore Newco together with a duly executed General Assignmentstock power assigning at the Closing ownership thereof to Buyer, Assumption or a designee of Buyer; (c) Certificates representing all of the capital stock of Italian Newco together with a duly executed stock power assigning at the Closing ownership thereof to Buyer, or a designee of Buyer; (d) Certificates representing all of Seller's capital stock in each of TECH and Xxxx KTI together with a duly executed stock powers assigning at the Closing ownership thereof to Buyer, or a designee of SaleBuyer; (e) duly executed Related Agreements; (f) such executed deeds, bills of sale, assignments or other instruments of transfer and assignment, and releases as are reasonably necessary to consummate the sale and transfer of the Transferred Acquired Assets contemplated by this Agreement, all in form and substance reasonably satisfactory to Buyer and its counsel; (g) the copy of resolutions of the board of directors of Seller and each member of the Seller Group (and, in the case of Singapore Operating Company, a copy of resolutions of a general meeting of the shareholders thereof) authorizing the execution, delivery and performance of this Agreement, the Related Agreements and each other agreement, document or certificate to which shall it is a party and is required to be delivered pursuant hereto or in connection herewith and authorizing the consummation of the transactions contemplated hereby and thereby by Seller and each member of the Seller Group and a certificate of the secretary of Seller, dated the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect; (ch) The duly executed assignments a certificate, dated the Closing Date, from an executive officer of Seller to the Transferred Intellectual Property Rights effect that Seller has fulfilled the conditions set forth in the form of Exhibit E, which shall be in full force and effectSection 9.2 hereof; (di) The duly executed certificates to the extent held by or under the control of Seller required by Section 8.2(k)or any member of the Operating Group all of the books and records of the Seller Group included in the Acquired Assets; (ej) The opinion of legal counsel of Seller required by Section 8.2(i); (f) The an affidavit, duly executed Ancillary Agreements by Seller, attesting that Seller is not a "foreign person" within the meaning of Code Section 1445(e)(3) and is not subject to which Seller withholding under any state or any Seller Affiliate is a partyU.S. Tax law, which Ancillary Agreements shall be in full force and effect; (g) The duly executed tax election described in Section 7.21; (h) Copies of each item of Licensed Technology that is form reasonably acceptable to be licensed to Buyer pursuant to Article 6. With respect to all Software included in such Licensed Technology that is to be licensed to Buyer pursuant to Article 6: (i) Seller shall deliver the copy of the source code and the object code form of such Software, and (ii) such delivery must be made by electronic meansBuyer; and (ik) Such other duly executed, good and sufficient instruments of sale, conveyance, assignment or transfer, the Closing Statement in form and substance reasonably acceptable satisfactory to Buyer’s counsel, so as to vest in Buyer good and valid title in and to the Acquired Assets.

Closing Date Deliveries of Seller. At the Closing, Seller or Seller Affiliate, as applicable, shall deliver, or cause to be delivered, to Buyer: (a) The Acquired Assets, including (i) with respect to the Transferred Contracts, a complete, accurate and legible copy of each such Contract (including all amendments and supplements thereto); , (ii) with respect to the Transferred Contracts that were Consent Required Contracts as of the date of this Agreement, a written consent in a form reasonably acceptable to Seller by the third parties thereto to the transfer and assignment of such Consent Required Contract to Buyer; Buyer and (iii) with respect to all Software included the Tekelec Japan Stock, the share certificates representing the Tekelec Japan Stock and any required share transfer forms duly executed by Seller in the Acquired Assets, such delivery form reasonably acceptable to be made by electronic meanscounsel for Buyer; (b) The duly executed General Assignment, Assumption Assignment and Xxxx Bill of Sale, which shall be in full force and effecteffect against Seller; (c) The duly executed assignments of the Transferred Intellectual Property Rights in (except for those Transferred Intellectual Property Rights indirectly acquired by Buyer by buying the form of Exhibit ETekelec Japan Stock), which assignments shall be in full force and effecteffect against Seller; (d) The duly executed certificates of Seller required by Section 8.2(kSections 7.2(m) and 7.2(n); (e) The opinion of legal counsel of Seller required by Section 8.2(i); (f) The duly executed Ancillary Agreements to which Seller or any Seller Affiliate is a partyparty that were not delivered on the date of this Agreement, which Ancillary Agreements shall be in full force and effecteffect against Seller; (f) Evidence reasonably satisfactory to Buyer of termination of those contracts identified on Schedule 7.2(g); (g) The duly executed tax election described amendments to those contracts identified on Schedule 7.2(f), which amendments shall be reasonably acceptable to Buyer and shall be in Section 7.21full force and effect against Seller; (h) Copies of each item of Licensed Technology that is to be licensed to Buyer pursuant to Article 6. With respect to all Software included in such Licensed Technology that is to be licensed to Buyer pursuant to Article 6: (i) Seller shall deliver the copy of the source code and the object code form of such Software, and (ii) such delivery must be made by electronic means; and (i) Such other duly executed, good and sufficient executed instruments of sale, conveyance, assignment or transfertransfer as Buyer may reasonably request, in form and substance reasonably acceptable to Buyer’s 's counsel; and (i) Written consents (i) in the form required by the Sublease Agreement from the owners of the Morrisville, so North Carolina facility and (ii) in forms reasonably acceptable to Buyer as to vest in Buyer good and valid title in and to the Acquired Assetslessors of the real property occupied by employees of Tekelec Japan.