Common use of Deliveries by Seller at the Closing Clause in Contracts

Deliveries by Seller at the Closing. At the Closing, Seller shall deliver to Buyer the following: (a) a Xxxx of Sale in the form of Exhibit A hereto duly executed by Seller; (b) an Assignment and Assumption Agreement in the form of Exhibit B hereto (the “Assignment and Assumption Agreement”) duly executed by Seller; (c) Intellectual Property Assignments in the form of Exhibit C hereto duly executed by Seller; (d) The Escrow Agreement duly executed by Seller; (e) with respect to each Lease of Seller, if any, an Assignment and Assumption of Lease in form and substance reasonably satisfactory to Buyer (each, an “Assignment and Assumption of Lease”) duly executed by Seller; (f) the Power of Attorney contemplated by Section 6.9 duly executed by Seller and the Power of Attorney contemplated by Sections 7.7(c) duly executed by Seller; (g) the Seller Closing Certificate; (h) a completed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury regulations duly executed by Seller that is selling Purchased Assets to Buyer pursuant hereto; (i) a duly executed Share Transfer Agreement; and (j) such other good and sufficient instruments of transfer as Buyer reasonably deems necessary and appropriate to vest in Buyer all right, title and interest in, to and under the Purchased Assets.

Deliveries by Seller at the Closing. At the Closing, Seller shall deliver deliver, or cause to Buyer be delivered, to Purchaser the following: (ai) the certificate of incorporation of Seller, certified as of a recent date by the Secretary of State of Delaware; (ii) a Xxxx certificate of Sale the Secretary of State of Delaware as to the good standing as of a recent date of Seller in such jurisdiction; (iii) the form Assumption Agreement, duly executed and acknowledged by Seller; (iv) the Assignment and Assumption of Exhibit A hereto Leases, duly executed by Seller; (bv) the Xxxx of Sale, duly executed by Seller in favor of Purchaser; (vi) the Trademark Assignment, duly executed by Seller in favor of Purchaser; (vii) the Domain Name Assignment, duly executed by Seller in favor of Purchaser; (viii) the Assignment of Assigned Contracts, duly executed by Seller in favor of Purchaser; (ix) an Assignment and Assumption Agreement affidavit dated as of the Closing Date, in the form required by the Treasury regulations issued under Section 1445 of the Code, to the effect that Seller is not a foreign person for purposes of Section 1445 of the Code; (x) a receipt in the form of Exhibit B hereto (the “Assignment and Assumption Agreement”) duly executed by Seller; (c) Intellectual Property Assignments in the form of Exhibit C hereto duly executed by Seller; (d) The Escrow Agreement duly executed by Seller; (e) with respect to each Lease of Seller, if any, an Assignment and Assumption of Lease in form and substance reasonably satisfactory to Buyer (each, an “Assignment and Assumption of Lease”) duly executed by Seller; (f) the Power of Attorney contemplated by Section 6.9 G duly executed by Seller and acknowledging payment of the Power of Attorney contemplated by Sections 7.7(c) duly executed by SellerInitial Purchase Price; (gxi) an irrevocable letter of credit, duly issued by a financial institution reasonably acceptable to Purchaser and naming Purchaser as the Seller Closing Certificate; (h) a completed certification of non-foreign status pursuant beneficiary, in an amount equal to Section 1.1445-2(b)(2) of the Treasury regulations duly executed by Seller $1,500,000 and with an expiration date that is selling Purchased Assets to Buyer pursuant hereto; 16 months following the Closing Date (i) a duly executed Share Transfer Agreementthe “Letter of Credit”); and (jxii) such other good documents and sufficient instruments of transfer as Buyer may be reasonably deems necessary required to consummate the transactions contemplated by this Agreement and appropriate to vest in Buyer all right, title and interest in, to and under the Purchased AssetsTransaction Agreements.

Deliveries by Seller at the Closing. At the Closing, Seller shall deliver to Buyer the following: (a) a Xxxx of Sale in the form of Exhibit A hereto duly executed by Seller; (b) an Assignment and Assumption Agreement in the form of Exhibit B hereto (the “Assignment and Assumption Agreement”) duly executed by Seller; (c) Intellectual Property Assignments in the form of Exhibit C hereto duly executed by Seller[intentionally omitted]; (d) The Escrow Agreement duly executed by Seller[intentionally omitted]; (e) with respect to each Lease of Seller, if any, an Assignment and Assumption of Lease in form and substance reasonably satisfactory to Buyer (each, an “Assignment and Assumption of Lease”) duly executed by Seller[intentionally omitted]; (f) the Power of Attorney contemplated by Section 6.9 duly executed by Seller and the Power of Attorney contemplated by Sections 7.7(c) duly executed by Seller[intentionally omitted]; (g) the Seller Closing Certificate; (h) a completed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury regulations duly executed by Seller that is selling Purchased Assets to Buyer pursuant hereto; (i) a duly executed Share Transfer Agreement; and (j) such other good and sufficient instruments of transfer as Buyer reasonably deems necessary and appropriate to vest in Buyer all right, title and interest in, to and under the Purchased Assets.; (h) the Power of Attorney contemplated by Section 4.22(e) duly executed by Seller and the Power of Attorney contemplated by Sections 6.8(c) duly executed by Seller; (i) the Seller Closing Certificate; (j) a completed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury regulations duly executed by Seller; (k) a Confidentiality, Assignment of Invention, Non-Competition and Non-Solicitation Agreement by and between Xxxxxx Xxxxxxxxxxxx and Buyer, for the benefit of Parent, in the form of Exhibit F hereto; (l) [intentionally omitted] (m) Confidentiality, Assignment of Invention, Non-Competition and Non-Solicitation Agreements by and between certain Transferred Employees and Buyer, in the form of Exhibit G hereto; and

Deliveries by Seller at the Closing. At the Closing, Seller shall deliver to Buyer the followingfollowing documents and instruments, all properly executed: (a) a Xxxx of Sale in the form of Exhibit A hereto duly executed by Seller; (b) an Assignment and Assumption Agreement Trademark Assignments in the a form of Exhibit B hereto (the “Assignment and Assumption Agreement”) satisfactory to Buyer duly executed by Seller; (c) Intellectual Property Assignments in the form of Exhibit C hereto duly executed by Seller; (d) The Escrow Agreement duly executed by Seller; (e) with respect to each Lease of Seller, if any, an Assignment and Assumption of Lease in form and substance reasonably satisfactory to Buyer (each, an “Assignment and Assumption of Lease”) duly executed by Seller; (f) the Power of Attorney contemplated by Section 6.9 duly executed by Seller and the Power of Attorney contemplated by Sections 7.7(c) duly executed by Seller; (g) the Seller Closing Certificate; (h) a completed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury regulations duly executed by Seller that is selling Purchased Assets to Buyer pursuant hereto; (i) a duly executed Share Transfer Agreement; and (j) such other good and sufficient instruments of transfer as Buyer reasonably deems necessary and appropriate to vest in Buyer all right, title and interest in, to and under the Purchased Assets; (d) the Seller Closing Certificate; (e) a completed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury regulations duly executed by Seller; (i) the escrow agreement substantially in the form of Exhibit B hereto (the "Escrow") duly executed by Seller; (f) the Seller letter agreement (the "Seller Letter Agreement") in the form of Exhibit B hereto duly executed by Seller and attesting to Seller’s status as an accredited investor; (g) the Lockup Agreement substantially in the form attached as Exhibit D hereto ("Lockup Agreement") duly executed by Seller; and (h) the Mutual Release Agreement.