Common use of Deliveries by Seller or the Subsidiaries Clause in Contracts

Deliveries by Seller or the Subsidiaries. On the Closing Date, Seller shall, or shall cause a Subsidiary to, execute and deliver to Buyer or a Buyer Designee the following: (a) the Collateral Agreements; (b) the consents, waivers or approvals identified by Buyer on Schedule 7.1(b) (the “Required Closing Consents”); (c) a certificate of an appropriate officer of Seller, dated the Closing Date, certifying to the fulfillment of the conditions set forth in Sections 8.2(a) and (b), and an incumbency certificate of an Assistant Secretary of Seller, dated the Closing Date, in customary form; and (d) all such other bills of sale, assignments and other instruments of assignment, transfer or conveyance as Buyer or a Buyer Designee may reasonably request or as may be otherwise necessary to evidence and effect the sale, transfer, assignment, conveyance and delivery of the Purchased Assets to Buyer or a Buyer Designee or to put Buyer or a Buyer Designee in actual possession or control of the Purchased Assets; provided that all information (including documents) capable of electronic transmission will be transmitted to Buyer or the applicable Buyer Designee in such manner, in which case such information shall not be transferred in any tangible form, and any inadvertent transfer of a tangible manifestation of such information shall promptly be returned to Seller or the applicable Selling Subsidiary upon discovery of Buyer’s or such Buyer Designee’s receipt thereof.

Deliveries by Seller or the Subsidiaries. On the Closing Date, Seller shall, or shall cause a Subsidiary to, execute and deliver to Buyer or a Buyer Designee the following: (a) the Collateral Agreements; (b) the all consents, waivers or approvals approvals, including the Required Consents identified by Buyer on Schedule 7.1(b) (3.4(b), theretofore required to be obtained by Seller with respect to the “Required Closing Consents”sale of the Purchased Assets, or assignment of the Contracts listed on Schedule 2.1(f), or the consummation of the transactions contemplated by this Agreement or the Collateral Agreements; (c) a certificate of an appropriate officer of Seller, dated the Closing Date, certifying to the fulfillment of the conditions set forth in Sections 8.2(a) and (b), and an incumbency certificate of an Assistant Secretary of Seller, dated the Closing Date, in customary form; and (d) all such other bills of sale, assignments and other instruments of assignment, transfer or conveyance as Buyer or a Buyer Designee may reasonably request or as may be otherwise necessary to evidence and effect the sale, transfer, assignment, conveyance and delivery of the Purchased Assets to Buyer or a Buyer Designee or to put Buyer or a Buyer Designee in actual possession or control of the Purchased Assets; provided that all information (including documents) capable of electronic transmission will be transmitted to Buyer or the applicable Buyer Designee in such manner, in which case such information shall not be transferred in any tangible form, and any inadvertent transfer of a tangible manifestation of such information shall promptly be returned to Seller or the applicable Selling Subsidiary upon discovery of Buyer’s or such Buyer Designee’s receipt thereof.

Deliveries by Seller or the Subsidiaries. On the Closing Date, Seller shall, or shall cause a Subsidiary to, execute and deliver to Buyer or a Buyer Designee the following: (a) the Collateral Agreements; (b) the all consents, waivers or approvals identified theretofore obtained by Buyer on Schedule 7.1(b) (Seller with respect to the “Required Closing Consents”)sale of the Purchased Assets or the consummation of the transactions contemplated by this Agreement or the Collateral Agreements; (c) an opinion or opinions of Counsel for Seller dated the Closing Date with respect to the matters described in Sections 3.1, 3.2, 3.3 and 3.4 (other than subparagraph (a)(ii)) in a form and subject to such exceptions as are customary for transactions similar to those contemplated hereby, which form shall be reasonably acceptable to Buyer; (d) a certificate of an appropriate officer of Seller, dated the Closing Date, certifying to the fulfillment of the conditions set forth in Sections 8.2(a) and (b), ) and an incumbency a certificate of an Assistant Secretary Secretary's of Seller, dated the Closing Date, in customary form; and (de) all such other bills of sale, assignments and other instruments of assignment, transfer or conveyance as Buyer or a Buyer Designee may reasonably request or as may be otherwise necessary to evidence and effect the sale, transfer, assignment, conveyance and delivery of the Purchased Assets to Buyer or a Buyer Designee or and to put Buyer or a Buyer Designee in actual possession or control of the Purchased Assets; provided that all information (including documents) capable of electronic transmission will be transmitted to Buyer or the applicable Buyer Designee in such manner, in which case such information shall not be transferred in any tangible form, and any inadvertent transfer of a tangible manifestation of such information shall promptly be returned to Seller or the applicable Selling Subsidiary upon discovery of Buyer’s or such Buyer Designee’s receipt thereof.

Deliveries by Seller or the Subsidiaries. On the Closing Date, Seller shall, or shall cause a Subsidiary to, execute and deliver to Buyer or a Buyer Designee the following: (a) the Collateral Agreements; (b) the consents, waivers or approvals identified by Buyer on Schedule 7.1(b) (the “Required Closing Consents”); (c) a certificate of an appropriate officer of Seller, dated the Closing Date, certifying to the fulfillment of the conditions set forth in Sections 8.2(a) and (b), and an incumbency certificate of an Assistant Secretary of Seller, dated the Closing Date, in customary form; and; (c) the FIRPTA certificate(s) to be provided pursuant to Section 5.3(d); (d) all such other bills of sale, assignments and other instruments of assignment, transfer or conveyance as Buyer or a Buyer Designee may reasonably request or as may be otherwise necessary to evidence and effect the sale, transfer, assignment, conveyance and delivery of the Purchased Assets to Buyer or a Buyer Designee or to put Buyer or a Buyer Designee in actual possession or control of the Purchased Assets; provided that all information (including documents) capable of electronic transmission will be transmitted to Buyer or the applicable Buyer Designee in such manner, in which case such information shall not be transferred in any tangible form, and any inadvertent transfer of a tangible manifestation of such information shall promptly be returned to Seller or the applicable Selling Subsidiary upon discovery of Buyer’s or such Buyer Designee’s receipt thereof; (e) a valid Exemption Certificate as of the date of Closing (which closing deliverable shall be deemed satisfied to the extent that such valid Exemption Certificate is publicly available to Buyer and its counsel on the Closing Date); and (f) all agreements, instruments and other documents, in form and substance reasonably satisfactory to Buyer that are necessary or appropriate to evidence the release of the Debt Liens, including a termination of security interest with respect to the Assigned Patents and Assigned Trademarks for filing with the United States Patent and Trademark Office and copies of all UCC-3 financing statements with respect to the release of such Debt Liens with respect to the Purchased Assets that have been filed or will be filed with the applicable Governmental Body at or prior to Closing.

Deliveries by Seller or the Subsidiaries. On the Closing Date, Seller shall, or shall cause a Subsidiary to, execute and deliver to Buyer or a Buyer Designee the following: (a) the Collateral AgreementsAgreements (other than the Real Estate Deed which shall be delivered on the Real Estate Closing Date); (b) the all consents, waivers or approvals identified approvals, including, without limitation, the Required Consents, theretofore required to be obtained by Buyer on Schedule 7.1(b) (Seller with respect to the “Required Closing Consents”)sale of the Purchased Assets, or assignment of the Contracts, or the consummation of the transactions contemplated by this Agreement or the Collateral Agreements; (c) a certificate of an appropriate officer of Seller, dated the Closing Date, certifying to the best of his or her knowledge the fulfillment of the conditions set forth in Sections 8.2(a) and (b), ) and an incumbency a certificate of an Assistant Secretary of Seller, dated the Closing Date, in customary form; and; (d) all such other bills of sale, assignments and other instruments of assignment, transfer or conveyance as Buyer or a Buyer Designee may reasonably request or as may be otherwise necessary to evidence and effect the sale, transfer, assignment, conveyance and delivery of the Purchased Assets to Buyer or a Buyer Designee or and to put Buyer or a Buyer Designee in actual possession or control of the Purchased Assets; provided and (e) an affidavit by Seller and each Subsidiary, dated as of the Closing Date and in a form acceptable to Buyer, stating under penalty of perjury, the transferor’s name, taxpayer identification number, address and that all information (including documentsthe transferor is not a foreign person, pursuant to Section 1445(b)(2) capable of electronic transmission will be transmitted to Buyer or the applicable Buyer Designee in such manner, in which case such information shall not be transferred in any tangible form, Code and any inadvertent transfer of a tangible manifestation of such information shall promptly be returned to Seller or the applicable Selling Subsidiary upon discovery of Buyer’s or such Buyer Designee’s receipt thereofTreasury Regulations thereunder.

Deliveries by Seller or the Subsidiaries. On the Closing Date, Seller shall, or shall cause a Subsidiary to, execute and deliver to Buyer or a Buyer Designee the following: (a) the Collateral Agreements; (b) the all consents, waivers or approvals approvals, including the Required Consents identified by Buyer on Schedule 7.1(b) (the “Required Closing Consents”), theretofore required to be obtained by Seller with respect to the sale of the Purchased Assets, or assignment of the Contracts, or the consummation of the transactions contemplated by this Agreement or the Collateral Agreements; (c) a certificate of an appropriate officer of Seller, dated the Closing Date, certifying to the best of his or her knowledge the fulfillment of the conditions set forth in Sections 8.2(a) and (b), ) and an incumbency a certificate of an Assistant Secretary of Seller, dated the Closing Date, in customary form; and (d) all such other bills of sale, assignments and other instruments of assignment, transfer or conveyance as Buyer or a Buyer Designee may reasonably request or as may be otherwise necessary to evidence and effect the sale, transfer, assignment, conveyance and delivery of the Purchased Assets to Buyer or a Buyer Designee or to put Buyer or a Buyer Designee in actual possession or control of the Purchased Assets; provided that all information (including documents) capable of electronic transmission will be transmitted to Buyer or the applicable Buyer Designee in such manner, in which case such information shall not be transferred in any tangible form, and any inadvertent transfer of a tangible manifestation of such information shall promptly be returned to Seller or the applicable Selling Subsidiary upon discovery of Buyer’s or such Buyer Designee’s receipt thereof.

Deliveries by Seller or the Subsidiaries. On the Closing Date, Seller shall, or shall cause a Subsidiary to, execute and deliver to Buyer or a Buyer Designee the following: (a) the Collateral AgreementsAgreements (other than the Real Estate Deed which shall be delivered on the Real Estate Closing Date); (b) the all consents, waivers or approvals identified approvals, including, without limitation, the Required Consents, theretofore required to be obtained by Buyer on Schedule 7.1(b) (Seller with respect to the “Required Closing Consents”)sale of the Purchased Assets, or assignment of the Contracts, or the consummation of the transactions contemplated by this Agreement or the Collateral Agreements; (c) a certificate of an appropriate officer of Seller, dated the Closing Date, certifying to the best of his or her knowledge the fulfillment of the conditions set forth in Sections 8.2(a) and (b), ) and an incumbency a certificate of an Assistant Secretary of Seller, dated the Closing Date, in customary form; and; (d) all such other bills of sale, assignments and other instruments of assignment, transfer or conveyance as Buyer or a Buyer Designee may reasonably request or as may be otherwise necessary to evidence and effect the sale, transfer, assignment, conveyance and delivery of the Purchased Assets to Buyer or a Buyer Designee or and to put Buyer or a Buyer Designee in actual possession or control of the Purchased Assets; provided and (e) an affidavit by Seller and each Subsidiary, dated as of the Closing Date and in a form acceptable to Buyer, stating under penalty of perjury, the transferor's name, taxpayer identification number, address and that all information (including documentsthe transferor is not a foreign person, pursuant to Section 1445(b)(2) capable of electronic transmission will be transmitted to Buyer or the applicable Buyer Designee in such manner, in which case such information shall not be transferred in any tangible form, Code and any inadvertent transfer of a tangible manifestation of such information shall promptly be returned to Seller or the applicable Selling Subsidiary upon discovery of Buyer’s or such Buyer Designee’s receipt thereof.Treasury Regulations thereunder. Agere Systems Proprietary

Deliveries by Seller or the Subsidiaries. On the Closing Date, Seller shall, or shall cause a Subsidiary an Affiliate to, execute and deliver to Buyer or a Buyer Designee the following: : (a) the Collateral Agreements; ; (b) the consents, waivers or approvals identified by Buyer on Schedule 7.1(b) (the “Required Closing Consents”); (c) a certificate of an appropriate officer of Seller, dated the Closing Date, certifying to the fulfillment of the conditions set forth in Sections 8.2(a) and (b8.2(b), and an incumbency certificate of an Assistant the corporate Secretary of Seller, dated the Closing Date, in customary form; and (c) such forms and certificates as Buyer may request pursuant to Treasury Regulations Section 1.1445.2(b), including an IRS Form W-9 of Seller and each Subsidiary that sells Purchased Assets under this Agreement; and (d) all such other bills of sale, assignments and other instruments of assignment, transfer or conveyance as Buyer or a Buyer Designee may reasonably request or as may be otherwise necessary to evidence and effect the sale, transfer, assignment, conveyance and delivery of the Purchased Assets to Buyer or a Buyer Designee or to put Buyer or a Buyer Designee in actual possession or control of the Purchased Assets; provided that all information (including documents) capable of electronic transmission will be transmitted to Buyer or the applicable Buyer Designee in such manner, in which case such information shall not be transferred in any tangible form, and any inadvertent transfer of a tangible manifestation of such information shall promptly be returned to Seller or the applicable Selling Subsidiary upon discovery of Buyer’s or such Buyer Designee’s receipt thereof.

Deliveries by Seller or the Subsidiaries. On the Closing Date, Seller shallor the applicable Subsidiary shall execute and deliver, or shall cause a Subsidiary toto be executed and delivered, execute and deliver to Buyer or a Buyer Designee the following: (a) the Collateral Agreements; (b) the all consents, waivers or approvals identified theretofore obtained by Buyer on Schedule 7.1(b) (Seller with respect to the “Required Closing Consents”)sale of the Purchased Assets or the consummation of the transactions contemplated by this Agreement or the Collateral Agreements; (c) a certificate of an appropriate officer of Seller, dated the Closing Date, certifying to the best of his or her knowledge the fulfillment of the conditions set forth in Sections 8.2(a) and (b), ) and an incumbency a certificate of an Assistant Secretary of Seller, dated the Closing Date, in customary form; and (d) all such other bills of sale, assignments and other instruments of assignment, transfer or conveyance as Buyer or a Buyer Designee may reasonably request or as may be otherwise necessary to evidence and effect the sale, transfer, assignment, conveyance and delivery of the Purchased Assets to Buyer or a Buyer Designee or and to put Buyer or a Buyer Designee in actual possession or control of the Purchased Assets; provided that all information (including documents) capable of electronic transmission will be transmitted to Buyer or the applicable Buyer Designee in such manner, in which case such information shall not be transferred in any tangible form, and any inadvertent transfer of a tangible manifestation of such information shall promptly be returned to Seller or the applicable Selling Subsidiary upon discovery of Buyer’s or such Buyer Designee’s receipt thereof.