Common use of Deliveries by Purchaser to Seller Clause in Contracts

Deliveries by Purchaser to Seller. At the Closing, Purchaser and/or one or more of its Designated Affiliates shall deliver to Seller the following: (a) the Closing Date Cash Consideration by wire transfer of immediately available funds in the amount and manner provided in Section 2.2; (b) a duly executed assignment and assumption agreement or other comparable instrument of assignment and assumption, substantially in the form of Exhibit F, evidencing assumption of the Assumed Liabilities and all other instruments or documents as shall be necessary in the reasonable judgment of Seller to evidence the assignment by Seller of the Purchased Assets and the assumption by Purchaser or its Designated Affiliates of the Assumed Liabilities, subject to Sections 6.3(b) and 10.4(b); (c) completed and duly executed copies of Internal Revenue Service Form 8023, required schedules thereto, and any similar state, local or foreign forms; (d) any applicable resale certificates and other exemption certificates reasonably requested by the Seller pursuant to Section 14.10; (e) the certificate referred to in Section 9.5 signed by a duly authorized officer of Purchaser; (f) the Transition Agreements, duly executed by Purchaser and/or one or more of its Designated Affiliates; (g) duly executed instruments of assignment and assumption of the Real Property Leases to which Seller or any of its Subsidiaries (other than Acquired Companies) is a party, substantially in the form of Exhibit D, subject to Sections 6.3(b) and 10.4(b) (and all other applicable terms of this Agreement);

Deliveries by Purchaser to Seller. At the Closing, Purchaser and/or one or more of its Designated Affiliates shall deliver to Seller the following: (a) the Closing Date Cash Consideration (together with any additional amounts required to be paid pursuant to Section 14.9(b)) by wire transfer of immediately available funds in the amount and manner provided in Section 2.2; (b) a duly executed assignment and assumption agreement or other comparable instrument of assignment and assumption, substantially in the form of Exhibit F, evidencing assumption of the Assumed Liabilities and all other instruments or documents as shall be necessary in the reasonable judgment of Seller to evidence the assignment by Seller of the Purchased Assets and the assumption by Purchaser or its Designated Affiliates Subsidiaries of the Assumed Liabilities, subject to Sections 6.3(b) and 10.4(b10.3(b); (c) completed and duly executed copies of Internal Revenue Service Form 8023, required schedules thereto, and any similar state, local or foreign forms; (d) any applicable resale certificates and other exemption certificates reasonably requested by the Seller pursuant to Section 14.10; (e) the certificate referred to in Section 9.5 signed by a duly authorized officer of Purchaser; (fd) the Transition Agreements, duly executed by Purchaser; (e) the appointment of the persons selected by Purchaser and/or one or more to fill the corporate officer and director positions of the Acquired Companies; (f) a receipt, duly executed by Purchaser, acknowledging on behalf of Purchaser, the sale, assignment, transfer, conveyance and delivery of the Purchased Shares and the Purchased Assets by Seller and its Designated Affiliates;Subsidiaries pursuant to the terms of Sections 1.1 and 1.2; and (g) duly executed such other documents and instruments of assignment as Purchaser and assumption of Seller shall mutually agree to be reasonably necessary to consummate the Real Property Leases to which Seller or any of its Subsidiaries (other than Acquired Companies) is a party, substantially in the form of Exhibit D, subject to Sections 6.3(b) and 10.4(b) (and all other applicable terms of this Agreement);transactions described herein.

Deliveries by Purchaser to Seller. At the Closing, Purchaser and/or one or more of its Designated Affiliates shall deliver to Seller the following: (a) the Closing Date Cash Consideration by wire transfer of immediately available funds in the amount and manner provided in Section 2.2; (b) a duly executed assignment and assumption agreement or other comparable instrument of assignment and assumption, substantially in the form of Exhibit F, evidencing assumption of the Assumed Liabilities and all other instruments or documents as shall be necessary in the reasonable judgment of Seller to evidence the assignment by Seller of the Purchased Assets and the assumption by Purchaser or its Designated Affiliates of the Assumed Liabilities, subject to Sections 6.3(b) and 10.4(b); (c) completed and duly executed copies of Internal Revenue Service Form 8023, required schedules thereto, and any similar state, local or foreign forms; (d) any applicable resale certificates and other exemption certificates reasonably requested by the Seller pursuant to Section 14.10; (e) the certificate referred to in Section 9.5 signed by a duly authorized officer of Purchaser; (f) the Transition Agreements, duly executed by Purchaser and/or one or more of its Designated Affiliates; (g) duly executed instruments of assignment and assumption of the Real Property Leases to which Seller or any of its Subsidiaries (other than Acquired Companies) is a party, substantially in the form of Exhibit D, subject to Sections 6.3(b) and 10.4(b) (and all other applicable terms of this Agreement); (h) any real property Transfer Tax returns (as described in Section 14.10 hereof) required to be executed by Purchaser; (i) the Laser License Agreement, duly executed by Purchaser and/or one or more of its Designated Affiliates; and (j) duly executed instruments of assignment or transfer and assumption of the Purchased Intellectual Property other than Computer Software, which is covered by other Sections of this Agreement, substantially in the form of Exhibit E or local assignment agreements as may be necessary or desirable under applicable Law.