Common use of Deliveries by the Seller Clause in Contracts

Deliveries by the Seller. At the Closing unless waived in writing by the Buyer, the Seller shall execute and deliver to the Buyer the following in such form and substance as are reasonably acceptable to the Buyer: (a) all third party consents necessary in connection with the Acquisition under those Contracts specified on Schedule 7.3(a) (the “Required Consents”); (b) a certificate(s) in form and substance reasonably satisfactory to the Buyer, duly executed and acknowledged, certifying any facts that would exempt the transactions contemplated hereby from withholding under Section 1445 of the Code and the Treasury Regulations promulgated thereunder. (c) the Xxxx of Sale in substantially the form of Exhibit B hereto; (d) the Patent Assignment in substantially the form of Exhibit C hereto; (e) the Trademark Assignment in substantially the form of Exhibit D hereto; (f) the Copyright Assignment in substantially the form of Exhibit E hereto; (g) the Transition Services Agreement in substantially the form of Exhibit F hereto; (h) the Assignment and Assumption Agreement in substantially the form of Exhibit G hereto; (i) a signed legal opinion from counsel to the Seller dated as of the Closing, in substantially the form of Exhibit H hereto; (j) the License Agreement in substantially the form of Exhibit I hereto; (k) the Settlement Agreement in substantially the form of Exhibit J hereto; (l) such other documents and instruments as counsel for the Buyer and the Seller mutually agree to be reasonably necessary to consummate the transactions described herein.

Deliveries by the Seller. At Subject to the Closing unless waived in writing by terms and conditions of this Agreement, on or prior to the BuyerClosing, the Seller shall execute and deliver deliver, or cause to be delivered, to the Buyer the following in such form and substance as are reasonably acceptable to the BuyerPurchaser: (ai) a legal opinion from Cayman Islands counsel to the Seller, in form attached hereto as Exhibit F; (A) the executed payoff letter, Lien release documents and other evidence, each reasonably satisfactory to the Purchaser, that all third party consents necessary outstanding indebtedness (including, without limitation, for principal, interest and fees) and other obligations under the Existing Notes will be fully paid, terminated and released substantially concurrently with the Closing (but contingent upon the occurrence of the Closing) and any and all Liens in connection therewith will be terminated and released in full substantially concurrently with the Acquisition under those Contracts specified on Schedule 7.3(aClosing (but contingent upon the occurrence of the Closing) (the payoff contemplated in this clause (A), the “Required ConsentsExisting Notes Payoff”); and (B) evidence reasonably satisfactory to the Purchaser that the redemption notice period under the Existing Notes Indenture has expired or been waived in accordance with the requirements of the Existing Notes Indenture (such expiration or waiver, “Satisfaction of the Existing Notes Redemption Period”); (biii) a certificate(s) in form secure share-file link or a USB thumb drive containing copies of all documents uploaded to any data site maintained by or on behalf of the Seller and substance reasonably satisfactory made available to the Buyer, duly executed Purchaser related to the TRC Royalty and acknowledged, certifying any facts that would exempt the transactions contemplated hereby from withholding under Section 1445 Transaction as of the Code and the Treasury Regulations promulgated thereunder. (c) the Xxxx of Sale in substantially the form of Exhibit B heretodate hereof; (div) a validly executed Internal Revenue Service Form W-9 of each Seller Party; and (v) the Patent Assignment in substantially the form of Exhibit C hereto; (e) the Trademark Assignment in substantially the form of Exhibit D hereto; (f) the Copyright Assignment in substantially the form of Exhibit E hereto; (g) the Transition Services Agreement in substantially the form of Exhibit F hereto; (h) the Assignment and Assumption Agreement in substantially the form of Exhibit G hereto; (i) a signed legal opinion from counsel to the Seller dated as of the Closing, in substantially the form of Exhibit H hereto; (j) the License Agreement in substantially the form of Exhibit I hereto; (k) the Settlement Agreement in substantially the form of Exhibit J hereto; (l) such other documents and instruments as counsel for the Buyer and the Seller mutually agree required to be reasonably necessary to consummate delivered by the transactions described hereinPurchaser under Section 6.2.

Deliveries by the Seller. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing unless waived in writing by the BuyerClosing, the Seller shall execute and deliver or cause to be delivered to the Buyer Purchaser each of the following in such form and substance as are reasonably acceptable to the Buyerfollowing: (a) all third party consents necessary a Xxxx of Sale, in connection with substantially the Acquisition under those Contracts specified on Schedule 7.3(a) form attached hereto as Exhibit E (the “Required ConsentsXxxx of Sale”)) for the Business Tangible Property, executed by an authorized officer of the Seller; (b) all consents, waivers or approvals required in order to properly effectuate the assignment of the Assumed Contracts to the Purchaser, or the consummation of the transactions pursuant to this Agreement, all in a certificate(sform or forms reasonably acceptable to the Purchaser; (c) an Assignment and Assumption Agreement, in substantially the form attached hereto as Exhibit F (the “Assumption Agreement”) executed by the Seller; (d) an Assignment and Assumption of Lease, in substantially the form attached hereto as Exhibit G (the “Lease Assignment”) executed by the Seller and the landlord; (e) the Restrictive Covenants Agreements, in substantially the form attached hereto as Exhibit H (the “Restrictive Covenants Agreement”) executed by [____]; (f) a Settlement Statement, in substantially the form attached hereto as Exhibit I (the “Settlement Statement”) setting forth the various adjustments to the Closing Payment; (g) an Assignment of Intellectual Property, in substantially the form attached hereto as Exhibit J (the “IP Assignment”) executed by the Seller; (h) the 8-K Financial Information; (i) the Lighthouse Director Side Letter executed by the Seller and the Majority Member; (j) a certificate, signed by an authorized [manager/officer] of the Seller, dated as of the Closing Date, certifying (i) the accuracy, completeness and full force and effect of the Charter Documents of the Seller attached thereto as an exhibit; (ii) (A) the resolutions duly adopted by the managers and the members of the Seller authorizing and approving the execution, delivery and performance of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby and (B) that such resolutions have not been rescinded or modified and remain in full force and effect as of the Closing Date; and (iii) the incumbency of the [manager/officer(s)] of the Seller executing this Agreement and the other Related Agreements, including specimen signatures; (k) a good standing certificate for the Seller issued by the appropriate Governmental Authority of the state of the Seller’s organization, dated as of a recent date; (l) evidence reasonably satisfactory to the Purchaser of a full release of all security interests held by third parties in any of the Business Assets; (m) evidence reasonably satisfactory to the Purchaser of full repayment and satisfaction of Closing Indebtedness; (n) Uniform Commercial Code lien searches and such other searches as may be reasonably requested by the Purchaser to confirm that there are no financing statements, judgments, taxes or other Liens outstanding against the Seller or any of the Business Assets as of the Closing; (o) tax clearance certificates from the taxing authorities in the jurisdictions that impose Taxes on the Seller or where the Seller has a duty to file Tax returns in connection with the transactions contemplated by this Agreement and evidence of the payment in full or other satisfaction of any Taxes owed by the Seller in those jurisdictions; (p) An affidavit of non-foreign status of the Seller and the Majority Member, dated as of the Closing Date, in form and substance reasonably satisfactory to the Buyer, duly executed and acknowledged, certifying any facts that would exempt the transactions contemplated hereby from withholding required under Section 1445 of the Code and such that the Treasury Regulations promulgated thereunder.Purchaser is exempt from withholding any portion of the Purchase Price; and (c) the Xxxx of Sale in substantially the form of Exhibit B hereto; (d) the Patent Assignment in substantially the form of Exhibit C hereto; (e) the Trademark Assignment in substantially the form of Exhibit D hereto; (f) the Copyright Assignment in substantially the form of Exhibit E hereto; (g) the Transition Services Agreement in substantially the form of Exhibit F hereto; (h) the Assignment and Assumption Agreement in substantially the form of Exhibit G hereto; (i) a signed legal opinion from counsel to the Seller dated as of the Closing, in substantially the form of Exhibit H hereto; (j) the License Agreement in substantially the form of Exhibit I hereto; (k) the Settlement Agreement in substantially the form of Exhibit J hereto; (lq) such other separate documents and or instruments of sale, assignment or transfer as counsel the Purchaser shall reasonably request, including registration transfers for Domain Names used or held for use by the Seller for the Buyer and Business, to evidence the Seller mutually agree to be reasonably necessary to consummate consummation of the transactions described set forth herein.

Deliveries by the Seller. At the Closing unless waived in writing by the BuyerClosing, the Seller shall execute and will deliver or cause to the Buyer be delivered the following in such form and substance as are reasonably acceptable to the Buyer: (a) all third party consents necessary Certificates representing the Purchased Units, in connection with the Acquisition under those Contracts specified on Schedule 7.3(a) (the “Required Consents”)each case accompanied by unit powers or unit transfer forms duly endorsed in blank or accompanied by duly executed instruments of transfer; (b) a certificate(sThe resignations of all members of the Board of Directors of the Company and each Company Subsidiary (as defined) other than as indicated by Buyer in form and substance reasonably satisfactory writing prior to the Buyer, duly executed and acknowledged, certifying any facts that would exempt the transactions contemplated hereby from withholding under Section 1445 of the Code and the Treasury Regulations promulgated thereunder.Closing; (c) The stock books, stock ledgers, minute books and corporate seals of the Xxxx of Sale in substantially the form of Exhibit B heretoCompany and each Company Subsidiary; (d) the Patent Assignment in substantially the form of Exhibit C heretoThe certificates contemplated by Section 7.04 hereof; (e) An executed counterpart of the Trademark Assignment Tax Sharing and Indemnification Agreement substantially in substantially the form of Exhibit D heretoANNEX V hereto (the "Tax Sharing Agreement"); (f) An executed counterpart of the Copyright Assignment Indemnification Agreement substantially in substantially the form of Exhibit E heretoANNEX VI hereto (the "Indemnification Agreement"); (g) An executed counterpart of the Transition Services Registration Rights Agreement substantially in substantially the form of Exhibit F heretoANNEX VII hereto (the "Registration Rights Agreement"); (h) An executed counterpart of the Assignment Securities Purchase and Assumption Holders Agreement substantially in substantially the form of Exhibit G heretoANNEX VIII hereto (the "Stockholders Agreement"); (i) a signed legal opinion from counsel to the Seller dated as An executed counterpart of the Closing, Registration Rights and Remarketing Agreement substantially in substantially the form of Exhibit H heretoANNEX IX hereto (the "Remarketing Agreement"); (j) An executed counterpart of the License Transition Services Agreement substantially in substantially the form of Exhibit I heretoANNEX X hereto (the "Transition Services Agreement"); (k) the Settlement Agreement A legal opinion of Weil, Gotshal and Xxxxxx LLP, counsel to Seller, as to customary matters in substantially the a form of Exhibit J hereto;reasonably acceptable to Buyer; and (l) such other documents and instruments as counsel for An executed counterpart of a mutual release substantially in the Buyer and the Seller mutually agree to be reasonably necessary to consummate the transactions described hereinform of ANNEX XI.

Deliveries by the Seller. At the Closing unless waived in writing by the BuyerClosing, the Seller shall execute and deliver deliver, or cause to be delivered, to the Buyer the following in such form duly executed and/or certified, as appropriate, and substance as are reasonably acceptable to the Buyerotherwise effective items: (a) all third party consents necessary in connection with the Acquisition under those Contracts specified on Schedule 7.3(a) (the “Required Consents”)this Agreement; (b) the Related Agreements to which the Seller is a certificate(s) in form and substance reasonably satisfactory to the Buyerparty, duly executed and acknowledged, certifying any facts that would exempt the transactions contemplated hereby from withholding under Section 1445 of the Code and the Treasury Regulations promulgated thereunder.if any; (c) the Xxxx of Sale in substantially the form of Exhibit B heretoSeller Consents, if any; (d) the Patent Assignment a certificate in substantially the form attached hereto as Exhibit 6.1(d) (the “Seller Certificate”) duly executed by the Seller representing, warranting, and certifying to the Buyer that, except as otherwise stated in the Seller Certificate, each representation and warranty of Exhibit C heretothe Seller in this Agreement was true, accurate, and complete in all material respects on and as of the date of this Agreement and is true, accurate, and complete in all material respects on and as of the Closing Date to the same extent and with the same effect as if made on and as of the Closing Date (except for changes contemplated by this Agreement and except to the extent any such representation and warranty speaks of an earlier and/or later date and/or time, in which case such representation or warranty shall have been true, accurate, and complete in all material respects as of such earlier and/or later date and/or time); (e) copies, certified or otherwise identified to the Trademark Assignment reasonable satisfaction of the Buyer, of all documents and items that the Buyer shall reasonably request, if any, to carry out the intents and purposes of this Agreement, including, without limitation, (i) a unanimous written consent (or minutes) of the board of directors (including, without limitation, the disinterested directors) (or similar body) of the Seller, in substantially the form attached hereto as Exhibit 6.1(e)(i), dated on or before the date hereof approving, authorizing, and adopting this Agreement, the Related Agreements, and the Contemplated Transactions (the “Board Resolutions”) and (ii) a certificate in substantially the form attached hereto as Exhibit 6.1(e)(ii) (the “Certificate of Exhibit D heretoOfficer”) duly executed by the appropriate officer(s) of the Seller representing, warranting, and certifying certain facts and other information to the Buyer; (f) any and all certificate(s) representing and evidencing the Copyright Assignment Shares (each, a “Stock Certificate,” and, collectively, the “Stock Certificates”) duly endorsed or accompanied by a duly executed stock power and assignment in substantially the form attached hereto as Exhibit 6.1(f) (the “Stock Power”) as necessary to effectuate the transfer of Exhibit E heretothe Shares by the Seller to the Buyer; provided, however, that, if any Stock Certificate(s) shall have been lost or destroyed, the Seller shall be entitled to receive the consideration for the Share(s) represented by such lost or destroyed Stock Certificate(s) if the Seller provides the Buyer with a lost certificate affidavit and indemnification acceptable to the Buyer at or before the Closing; (g) the Transition Services Agreement in substantially the form of Exhibit F hereto;good standing and tax certificates and qualifications required by Section 5.1.6; and (h) the Assignment and Assumption Agreement in substantially the form of Exhibit G hereto; (i) a signed legal opinion from counsel to the Seller dated as of the Closing, in substantially the form of Exhibit H hereto; (j) the License Agreement in substantially the form of Exhibit I hereto; (k) the Settlement Agreement in substantially the form of Exhibit J hereto; (l) such other documents and instruments as counsel for the Buyer and the Seller mutually agree to be reasonably necessary to consummate the transactions described hereinOpinion.

Deliveries by the Seller. At the Closing unless waived in writing Closing, the Seller will deliver the following to the Buyer (or the Sub if designated by the Buyer, the Seller shall execute and deliver to the Buyer the following in such form and substance as are reasonably acceptable to the Buyer:): (a) all third party consents necessary the officer's certificate provided for in connection with the Acquisition under those Contracts specified on Schedule 7.3(a) (the “Required Consents”Section 5.3(c); (b) a certificate(s) the Secretary's certificate provided for in form and substance reasonably satisfactory to the Buyer, duly executed and acknowledged, certifying any facts that would exempt the transactions contemplated hereby from withholding under Section 1445 of the Code and the Treasury Regulations promulgated thereunder.5.3(d); (c) the a Xxxx of Sale and Assignment duly executed by the Seller and substantially in substantially the form of Exhibit B hereto; (d) a certificate of non-foreign status as provided in Treasury Regulation Section 1.1445-2(b); (e) copies of certificates from the Patent Assignment appropriate taxing authorities stating that no Taxes (as hereinafter defined) are due to any state or other taxing authority for which the Buyer (or the Sub if designated by the Buyer) could have liability to withhold or pay Taxes with respect to the transfer of the Acquired Assets; (f) an Escrow Agreement duly executed by the Seller and substantially in substantially the form of Exhibit C heretohereto (the "Escrow Agreement"); (eg) a Registration Rights Agreement duly executed by the Trademark Assignment Seller and substantially in substantially the form of Exhibit D hereto; hereto (f) the Copyright Assignment in substantially the form of Exhibit E hereto; (g) the Transition Services Agreement in substantially the form of Exhibit F hereto"Registration Rights Agreement"); (h) all other assignments and other instruments or documents reasonably necessary in the Assignment reasonable judgement of the Buyer (or the Sub if designated by the Buyer) to evidence the sale, assignment, transfer and Assumption Agreement conveyance by the Seller of the Acquired Assets in substantially accordance with the form terms of Exhibit G hereto;this Agreement; and (i) a signed legal opinion from counsel all other documents, instruments and writings required to be delivered by the Seller at or prior to the Seller dated as of the Closing, in substantially the form of Exhibit H hereto; (j) the License Agreement in substantially the form of Exhibit I hereto; (k) the Settlement Agreement in substantially the form of Exhibit J hereto; (l) such other documents and instruments as counsel for the Buyer and the Seller mutually agree Closing Date pursuant to be reasonably necessary to consummate the transactions described hereinthis Agreement.

Deliveries by the Seller. At the Closing unless waived in writing by the BuyerClosing, the Seller shall execute and deliver or cause to be delivered to the Buyer the following in such form and substance as are reasonably acceptable to the Buyeritems: (a) all third party consents necessary in connection with Limited or special warranty deeds (or their equivalent) duly executed by the Acquisition under those Contracts specified on Schedule 7.3(a) (Seller conveying the “Required Consents”)Owned Real Property to the Buyer; (b) a certificate(sA xxxx of sale and instrument of assignment and assumption, in substantially the form attached hereto as EXHIBIT B, and such other duly executed deeds, assignments and other instruments of transfer relating to the Purchased Assets (including separate assignment and assumption agreements for each real estate lease) in form and substance reasonably satisfactory to the Buyer, in each case duly executed and acknowledged, certifying any facts that would exempt by the transactions contemplated hereby from withholding under Section 1445 Seller evidencing the assignment of the Code and Purchased Assets (other than the Treasury Regulations promulgated thereunder.Owned Real Property) to the Buyer; (c) Appropriate termination statements under the Xxxx Uniform Commercial Code and other instruments to extinguish all security interests other than Permitted Liens related to the Purchased Assets, in form and substance reasonably satisfactory to the Buyer; (d) Evidence reasonably satisfactory to the Buyer that the Seller has obtained the Consents listed on SCHEDULE 5.2(d); (e) Assignment agreements, in substantially the form attached hereto at EXHIBIT C, relating to the transfer of Sale the Purchased Intellectual Property listed on (a) (the "PURCHASED INTELLECTUAL PROPERTY ASSIGNMENT"), duly executed by the Seller; (f) A certificate of the Secretary of the Seller, in the form set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv)(b), certifying that the Seller is not a foreign person; (g) A non-competition agreement, in substantially the form attached hereto as EXHIBIT D (the "SELLER NON-COMPETITION AGREEMENT"), duly executed by the Seller; (h) A supply agreement, based substantially upon the terms set forth on EXHIBIT E and otherwise on terms, and subject to conditions, mutually acceptable to the Buyer and the Seller (the "SUPPLY AGREEMENT"), duly executed by the Seller; (i) A transition services agreement, in substantially the form attached hereto as EXHIBIT F and otherwise on terms, and subject to conditions, mutually acceptable to the Buyer and the Seller (the "TRANSITION SERVICES AGREEMENT"), duly executed by the Seller; (i) Stock certificates representing the Purchased Stock with duly executed stock powers attached in proper form for transfer to the Buyer, (ii) the Mexican Stock Purchase Agreements and (iii) any other documents acceptable to the Buyer that are necessary to transfer to the Buyer title to the Purchased Stock; (k) Certified copies, or the original, if such original is reasonably available, of the Certificate of Incorporation, and the Bylaws, or comparable governing documents, of each of the Transferred Subsidiaries (the "TRANSFERRED SUBSIDIARIES' GOVERNING DOCUMENTS"), certified by either a Mexican public notary or an officer of the Seller, as applicable; (l) The original corporate record books and stock transfer books, or comparable record books, for each of the Transferred Subsidiaries; (m) A certificate from an officer of the Seller, given by him or her on behalf of the Seller and not in his or her individual capacity, to the effect that the conditions set forth in SECTIONS 9.2(a) and 9.2(b) have been satisfied; (n) A non-exclusive brand license agreement, in substantially the form attached hereto as EXHIBIT G (the "BRAND LICENSE AGREEMENT"), duly executed by the Seller; (o) A good standing certificate (to the extent such concept is applicable) issued by the Secretary of State or similar Governmental Authority of the state or place of incorporation, and dated as of a date no more than 15 days prior to the Closing Date, for the Seller; (p) A legal opinion by the Seller's counsel in substantially the form of Exhibit B heretoEXHIBIT H; (dq) the Patent Assignment in substantially the form of Exhibit C hereto; (e) the Trademark Assignment in substantially the form of Exhibit D hereto; (f) the Copyright Assignment in substantially the form of Exhibit E hereto; (g) the Transition Services Agreement in substantially the form of Exhibit F hereto; (h) the Assignment and Assumption Agreement in substantially the form of Exhibit G hereto; (i) a signed legal opinion from counsel to the Seller dated as of the ClosingA confidentiality agreement, in substantially the form of Exhibit H heretoattached hereto as EXHIBIT I (the "SELLER CONFIDENTIALITY AGREEMENT"), duly executed by the Seller; (jr) Copies of resolutions of the License Board of Directors of the Seller approving the execution, delivery and performance of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, in each case certified by an authorized officer of the Seller or one of the Transferred Subsidiaries, as the case may be; and (s) The PolyOne Receivable, in substantially the form of Exhibit I heretoattached hereto as EXHIBIT J; (kt) An information technology and long-term services agreement, based substantially upon the Settlement Agreement in substantially the form of Exhibit J hereto; (l) such other documents terms set forth on EXHIBIT K and instruments as counsel for otherwise on terms, and subject to conditions, mutually acceptable to the Buyer and the Seller mutually agree (the "SERVICES AGREEMENT"), duly executed by the Seller; (u) A patent and technology license agreement, in substantially the form attached hereto as EXHIBIT L (the "PATENT AND TECHNOLOGY LICENSE"), duly executed by the Seller; and (v) Such other documents as the Buyer or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement. Simultaneously with the delivery of the foregoing items, the Seller shall take all such steps as may reasonably be reasonably necessary required to consummate put the transactions described hereinBuyer in actual possession and operating control of the Purchased Assets.

Deliveries by the Seller. At Subject to the Closing unless waived terms and conditions of this Agreement, in writing by reliance on the Buyerrepresentations, warranties and agreements of the Purchaser contained herein, and in consideration of the Purchase Price and the other consideration provided herein, the Seller shall execute and agrees to deliver to at the Buyer Closing the following in such form and substance as are following, all reasonably acceptable to the Buyer: (a) all third party consents necessary in connection with the Acquisition under those Contracts specified on Schedule 7.3(a) (the “Required Consents”); (b) a certificate(s) satisfactory in form and substance to the Purchaser and its legal counsel: (i) the Acquired Assets; (ii) a duly executed xxxx of sale for all of the Acquired Assets (the “Xxxx of Sale”); (iii) a duly executed assignment and assumption agreement necessary to transfer to the Purchaser the Acquired Contracts and certain other Acquired Assets (the “Assignment and Assumption Agreement”); (iv) a duly executed patent and trademark assignment necessary to evidence the transfer of the Trademarks and Trademark registrations listed on Schedule 5.07(b) and the goodwill associated therewith (the “Trademark Assignment”) ; (v) all documents of title, if any, necessary to transfer to the Purchaser any of the Tangible Property; (vi) evidence reasonably satisfactory to the BuyerPurchaser that any and all Encumbrances on the Acquired Assets have been released; (vii) evidence of receipt of all consents set forth on Schedule 5.05; (viii) all documents necessary to transfer to the Purchaser the registered domain names related to the Web Sites; (ix) a certificate of Seller relating to the items set forth in Section 7.01(a), duly executed (b) and acknowledged, certifying any facts that would exempt the transactions contemplated hereby from withholding under Section 1445 of the Code and the Treasury Regulations promulgated thereunder. (c) the Xxxx of Sale in substantially the form of Exhibit B hereto; (d); and (x) the Patent Assignment in substantially the form of Exhibit C hereto; (e) the Trademark Assignment in substantially the form of Exhibit D hereto; (f) the Copyright Assignment in substantially the form of Exhibit E hereto; (g) the Transition Services Agreement in substantially the form of Exhibit F hereto; (h) the Assignment all other deeds, endorsements, transfer, conveyance and Assumption Agreement in substantially the form of Exhibit G hereto; (i) a signed legal opinion from counsel to the Seller dated as of the Closingassumption documents and any other instruments and documents as, in substantially the form reasonable opinion of Exhibit H hereto; (j) the License Agreement in substantially the form of Exhibit I hereto; (k) the Settlement Agreement in substantially the form of Exhibit J hereto; (l) such other documents and instruments as counsel for the Buyer Purchaser, are required to vest in the Purchaser all right, title and interest in and to any of the Seller mutually agree Acquired Assets or to be reasonably necessary to consummate effectuate the transactions described hereinterms of this Agreement.