Common use of Delivery by Seller Clause in Contracts

Delivery by Seller. Seller shall deliver to Buyer at the Closing the ------------------ following: (a) a Xxxx of Sale and Assignment in the form attached hereto as Exhibit B, together with such other bills of sale, assignments and other --------- instruments of transfer in form and substance satisfactory to Buyer as Buyer shall deem necessary or appropriate to vest and confirm in Buyer good and marketable title to the Assets and to effectively assign and transfer to Buyer the Assumed Contracts; (b) other instruments of transfer in form attached hereto as Exhibit ------- C, or otherwise in form and substance satisfactory to Buyer, to vest and confirm - in Buyer good and marketable title to any and all patents, trademarks and copyrights, and applications therefor, included in the Assets; (c) a certificate, dated the Closing Date, of the president of Seller to the effect that (i) each of the representations and warranties of Seller made herein are true and correct in all material respects on the Closing Date as though such representations and warranties were made on and as of such date, and (ii) Seller has performed and complied with the covenants, conditions and other obligations under this Agreement which are to be complied with by it on or prior to the Closing Date; (d) a copy, certified as of the Closing Date by the Secretary of Seller, of the resolutions of Seller's shareholders and board of directors approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby and authorizing Xxxxxxx Xxxxxxxx to execute and deliver this Agreement on behalf of Seller; (e) all of the Documentation; (f) all of the Customer Lists (in either written or machine readable form as Buyer may request); (g) the source code for all of the Proprietary Software (in the form of master tapes or disks) and all documentation related to the Proprietary Software; (h) evidence, in form and substance satisfactory to Buyer, of the Receivables (as defined in Schedule 2.1) and of the proceeds of the Receivables, ------------ in whatever form, received by Seller as of the Closing Date; (i) all other documents, files, records and other tangible personal property constituting the Assets; (j) an opinion of Xxxxxx Xxxxx & Xxxxx LLP, counsel to Seller, in the form attached hereto as Exhibit D; --------- (k) evidence of release of any and all Encumbrances with respect to the Assets in form and substance satisfactory to Buyer; (l) evidence of termination and dissolution of Seller's Benefit Plans and satisfaction of all obligations thereunder in form and substance satisfactory to Buyer; and (m) a Clearance Certificate regarding California sales, use, etc. taxes.

Delivery by Seller. No less than three (3) Business Days prior to the Scheduled Closing Date, Seller shall deposit with the Escrow Holder, for the benefit of Buyer, or deliver directly to Buyer at the Closing the ------------------ following: (a) a The Deed and the Assignment and Assumption of Leases and Rents, each duly executed and acknowledged by Seller, in recordable form, with the transfer tax information separated from the Deed so as to not be recorded; (b) The Xxxx of Sale duly executed by Seller; (c) Originals or copies of any warranties and guaranties received by Seller and to be assigned to Buyer, from any contractors, subcontractors, suppliers or materialmen in connection with any construction, repairs or alterations of the Improvements or any tenant improvements; (d) The Assignment and Assumption of Contracts, Intangible Property, Warranties and Guarantees, duly executed by Seller assigning all of Seller's interest in the Intangible Property; and a proper and effective assignment to Buyer, or reissue for the benefit of Buyer, of any letters of credit benefiting Seller related to the Property, including the security deposit under the Lease with Xxxxxx, Xxxxxx & Xxxxxxxxx. (e) Originals or copies of all certificates of occupancy, licenses and permits for the Improvements; (f) All existing as-built plans and specifications, calculations and other related documents for the Improvements in Seller's possession or reasonably available to Seller; (g) A certificate executed by Seller in the form attached hereto as Exhibit BEXHIBIT H (the "Non-Foreign Certificate") stating, together under penalty of perjury, that (a) Seller is not a "foreign person" for the purposes of Section 1445 of the Internal Revenue Code of 1986, as amended, and that withholding of tax will not be required thereunder, and (b) withholding is not required under the provisions of any state laws in connection with such other bills the contemplated transfer of sale, assignments and other --------- instruments of transfer in form and substance satisfactory the Property by Seller to Buyer as Buyer shall deem necessary or appropriate to vest and confirm in Buyer good and marketable title to the Assets and to effectively assign and transfer to Buyer the Assumed ContractsBuyer; (bh) other instruments of transfer in form attached hereto as Exhibit ------- C, or otherwise in form A certificate duly executed by Seller and substance satisfactory to Buyer, to vest and confirm - in Buyer good and marketable title to any and all patents, trademarks and copyrights, and applications therefor, included in the Assets; (c) a certificate, dated the Closing Date, of the president of Seller to the effect that (i) each of the representations and warranties of Seller made herein are true and correct in all material respects on the Closing Date as though such representations and warranties were made on and as of such date, and (ii) Seller has performed and complied with the covenants, conditions and other obligations under this Agreement which are to be complied with by it on or prior to the Closing Date; (d) a copy, certified as of the Closing Date by confirming the Secretary truth, accuracy and completeness of Seller, each of the resolutions of Seller's shareholders representations and board of directors approving warranties set forth in Article VI below and noting with specificity any changes or exceptions thereto based upon events or circumstances intervening after the execution, delivery and performance of this Agreement and execution hereof (the transactions contemplated hereby and authorizing Xxxxxxx Xxxxxxxx to execute and deliver this Agreement on behalf of Seller; (e) all of the Documentation; (f) all of the Customer Lists (in either written or machine readable form as Buyer may request"Seller Update Certificate"); (g) the source code for all of the Proprietary Software (in the form of master tapes or disks) and all documentation related to the Proprietary Software; (h) evidence, in form and substance satisfactory to Buyer, of the Receivables (as defined in Schedule 2.1) and of the proceeds of the Receivables, ------------ in whatever form, received by Seller as of the Closing Date; (i) Complete originals of the Leases and all other documentsamendments, filessupplements, records modifications and guaranties thereto and copies of all records, books of account, ledgers, statements and other tangible personal property constituting business records relating to the Assetsownership and operation of the Property and/or the administration of the Leases, in whatever mode maintained, including information contained on computer disks; (j) an opinion of Xxxxxx Xxxxx & Xxxxx LLPLetters to (A) all tenants under the Leases, counsel (B) the parties to Seller, any Assumed Contract in the form forms attached hereto as Exhibit DEXHIBIT N-1 and EXHIBIT N-2 each such letter notifying such parties of the transfer of the Property to Buyer ("Notice Letters"), along with addressed envelopes therefor to the address for proper notice to each such tenant or contractor as provided in each such Lease or contract; ---------and (k) Such evidence of release of any and all Encumbrances with respect as Buyer or Escrow Holder may reasonably require as to the Assets in form and substance satisfactory to Buyer; (l) evidence authority of termination and dissolution the person or persons executing documents on behalf of Seller. Buyer may waive compliance on Seller's Benefit Plans part under any of the foregoing items by an instrument in writing. Notwithstanding the foregoing, Seller may deliver those documents described in subparagraphs (c), (e), (f) and satisfaction of (i) to a location reasonably acceptable to Seller and Buyer which is accessible only to Buyer and Seller not later than three (3) Business Days prior to the Scheduled Closing Date. Buyer shall have the right to review and inventory all obligations thereunder such documents and placed them in form and substance satisfactory sealed boxes. Seller shall not interfere with such process nor open or move any such sealed boxes prior to Buyer; and (m) a Clearance Certificate regarding California salesthe Closing. Upon the Closing, use, etc. taxesBuyer shall have the right to remove all such documents.

Delivery by Seller. At or prior to the Closing, Seller shall will deliver to Buyer at Buyers the Closing the ------------------ following, in form and substance reasonably satisfactory to Buyers: (a) a Xxxx of Sale and Assignment in the form attached hereto as Exhibit B, together with such other bills of sale, assignments and other --------- instruments of transfer in form and substance satisfactory to Buyer as Buyer shall deem necessary or appropriate to vest and confirm in Buyer good and marketable title to the Assets and to effectively assign and transfer to Buyer the Assumed Contractsduly executed Assignment; (b) other instruments the duly executed Xxxx of transfer in form attached hereto as Exhibit ------- C, or otherwise in form and substance satisfactory to Buyer, to vest and confirm - in Buyer good and marketable title to Sale if any and all patents, trademarks and copyrights, and applications therefor, included in Assets are not covered by the AssetsAssignment; (c) a certificatetrue and complete copy of all promotional and sales materials used in marketing the Products; (d) physical delivery of the Products, including without limitation, (a) all Copies of Source Code, including any enhanced or modified versions, (b) all Documentation, including flow charts, program procedures and descriptions, procedures for maintenance and modification and testing data in Seller s possession and (c) all physical Copies of the Products in Seller s, Optionee s or Xxx s possession; PROVIDED, HOWEVER, that Seller and Optionee shall retain subsequent to the Closing sufficient copies of the Source Code, the Object Code and such Documentation as reasonably necessary to permit Seller and Optionee to perform the obligations under this Agreement to be performed subsequent to the Closing under Sections 9.05 and 9.06. Seller and Optionee shall immediately return all Source Code, Object Code and Documentation to Buyers upon satisfaction of the obligations under Sections 9.05 and 9.06. (e) lists of all customer prospects and current customers for the Products, including output of Seller s sales database; (f) the certified resolutions referred to in Section 4.02 hereof; (g) the opinion of counsel to Seller, dated the Closing Date, of the president of Seller to the effect that (i) each of the representations and warranties of Seller made herein are true and correct in all material respects on the Closing Date as though such representations and warranties were made on and as of such date, and (ii) Seller has performed and complied with the covenants, conditions and other obligations under this Agreement which are to be complied with by it on or prior to the Closing Date; (d) a copy, certified as of the Closing Date by the Secretary of Seller, of the resolutions of Seller's shareholders and board of directors approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby and authorizing Xxxxxxx Xxxxxxxx to execute and deliver this Agreement on behalf of Seller; (e) all of the Documentation; (f) all of the Customer Lists (in either written or machine readable form as Buyer may request); (g) the source code for all of the Proprietary Software (substantially in the form of master tapes or disks) and all documentation related to the Proprietary SoftwareExhibit D hereto; (h) evidence, in form an amended and substance satisfactory to Buyer, updated Schedule 6.04(a); (i) an accounting showing all of the Receivables (as defined in Schedule 2.1) and of the proceeds of the Receivables, ------------ in whatever form, received by Seller Buyers Accounts Receivable as of the Closing Date; (ij) a true and complete executed copy of all documentation relating to the Option Agreement; and (k) all other documents, files, records instruments and other tangible personal property constituting the Assets; (j) an opinion of Xxxxxx Xxxxx & Xxxxx LLP, counsel writings reasonably required to Seller, in the form attached hereto as Exhibit D; --------- (k) evidence of release of any and all Encumbrances with respect be delivered by Seller at or prior to the Assets in form and substance satisfactory Closing pursuant to Buyer; (l) evidence of termination and dissolution of Seller's Benefit Plans and satisfaction of all obligations thereunder in form and substance satisfactory to Buyer; and (m) a Clearance Certificate regarding California sales, use, etc. taxesthis Agreement.

Delivery by Seller. At least one (1) Business Day prior to the Closing Date, Seller shall deliver provide, or cause to Buyer at the Closing the ------------------ followingbe provided, to Escrow Holder: (a) a Xxxx of Sale and Assignment A grant deed in the form attached hereto as of Exhibit BB (the “Deed”), together with such other bills of sale, assignments duly executed and other --------- instruments of transfer in form and substance satisfactory to Buyer as Buyer shall deem necessary or appropriate to vest and confirm in Buyer good and marketable title to the Assets and to effectively assign and transfer to Buyer the Assumed Contractsacknowledged by Seller; (b) A bxxx of sale and assignment agreement in the form of Exhibit C (the “Bxxx of Sale and Assignment”), duly executed by Seller; (c) A certificate of Seller in the form of Exhibit D (the “Seller Closing Certificate”), duly executed by Seller through its duly-authorized representative; (e) A certificate of “non-foreign” status in the form of Exhibit E and an original certificate sufficient to exempt Seller from any applicable state withholding requirement with respect to the sale contemplated by this Agreement, each duly executed by Seller; (f) As contemplated by the Second Amendment, an original license agreement in the form of Exhibit F (the “License Agreement”), duly executed by the licensee thereunder; (g) The Termination Agreement, duly executed by Seller and Lessee (which Termination Agreement shall, in any event, provide for prorations substantially in the manner of prorations under Section 11 with respect to Contracts in the name of Lessee and which are being assigned to Purchaser hereunder); (h) A bxxx of sale and assignment agreement with respect to those Personal Property, Contracts and Intangibles in the name of Lessee (other instruments than the Excluded Property), in substantially of transfer in the form attached hereto as Exhibit ------- C, or of the Bxxx of Sale and Assignment and otherwise in form and substance satisfactory reasonably acceptable to BuyerPurchaser (the “Lessee Bxxx of Sale and Assignment”), to vest and confirm - in Buyer good and marketable title to any and all patents, trademarks and copyrights, and applications therefor, included in the Assets; (c) a certificate, dated the Closing Date, of the president of Seller to the effect that (i) each of the representations and warranties of Seller made herein are true and correct in all material respects on the Closing Date as though such representations and warranties were made on and as of such date, and (ii) Seller has performed and complied with the covenants, conditions and other obligations under this Agreement which are to be complied with duly executed by it on or prior to the Closing Date; (d) a copy, certified as of the Closing Date by the Secretary of Seller, of the resolutions of Seller's shareholders and board of directors approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby and authorizing Xxxxxxx Xxxxxxxx to execute and deliver this Agreement on behalf of Seller; (e) all of the Documentation; (f) all of the Customer Lists (in either written or machine readable form as Buyer may request); (g) the source code for all of the Proprietary Software (in the form of master tapes or disks) and all documentation related to the Proprietary Software; (h) evidence, in form and substance satisfactory to Buyer, of the Receivables (as defined in Schedule 2.1) and of the proceeds of the Receivables, ------------ in whatever form, received by Seller as of the Closing DateLessee; (i) all other documentsThe Seller Parent Guaranty, files, records and other tangible personal property constituting the Assetsduly executed by Seller Parent; (j) an opinion of Xxxxxx Xxxxx & Xxxxx LLPTo the extent they are then in Seller’s possession and have not theretofore been delivered to Purchaser, counsel to Seller, in all keys and other access control devices for the form attached hereto as Exhibit DProperty; ---------and (k) evidence of release of any Such other instruments and all Encumbrances documents, duly executed by Seller, as may be reasonably requested by Escrow Holder or Title Company and are reasonably required to transfer and convey the Property to Purchaser in accordance with respect to the Assets this Agreement, including, without limitation, an owner’s affidavit and gap indemnity in form and substance satisfactory to Buyer; (l) evidence of termination and dissolution of Seller's Benefit Plans and satisfaction of all obligations thereunder in form and substance satisfactory to Buyer; and (m) a Clearance Certificate regarding California sales, use, etc. taxesTitle Company’s customary form.

Delivery by Seller. Seller shall shall, as condition precedent to Purchaser's obligations hereunder, deliver to Buyer at the Closing the ------------------ followingPurchaser: (ai) a Certificate evidencing the Shares duly endorsed or with executed stock powers to effect transfer Purchaser; (ii) copies of resolutions by the Board of Directors of the Company, certified by its Secretary, approving the terms of this Agreement, the execution of the Agreement by the Company, the action to be taken by the Company hereunder, including the action set forth in Subsection 6.1(g) above; and (iii) copies of all books, records and documents relating to the Company, including the corporate records and stock records of the Company, and all other material relating to the Company then in its possession or control; (iv) any other such instruments, documents and certificates as are required to be delivered by Seller or its representatives pursuant to the provisions of this Agreement; (v) the Consents; (vi) the Disclosure Schedule; (vii) releases signed by Xxxxxx Xxxx, Xxxxxx Xxxx of Sale and Assignment Xxxxxxx Xxxx dated not earlier than February 15, 2005 whereby each releases the Company from any and all indebtedness and other liabilities, substantially in the form attached hereto as Exhibit B, together with such other bills of sale, assignments and other --------- instruments of transfer release set forth in form and substance satisfactory to Buyer as Buyer shall deem necessary or appropriate to vest and confirm in Buyer good and marketable title to the Assets and to effectively assign and transfer to Buyer the Assumed ContractsSection 8.15 below; (b) other instruments of transfer in form attached hereto as Exhibit ------- C, or otherwise in form and substance satisfactory to Buyer, to vest and confirm - in Buyer good and marketable title to any and all patents, trademarks and copyrights, and applications therefor, included in the Assets; (c) a certificate, dated the Closing Date, of the president of Seller to the effect that (i) each of the representations and warranties of Seller made herein are true and correct in all material respects on the Closing Date as though such representations and warranties were made on and as of such date, and (ii) Seller has performed and complied with the covenants, conditions and other obligations under this Agreement which are to be complied with by it on or prior to the Closing Date; (dviii) a copy, certified as by the Company's Secretary, of the executed assignment and assumption agreement between the Company and its subsidiary East West Distributors, accompanied by a statement and description (which Seller shall include as part to the Disclosure Statement referenced in Subsection 6.1(a) above) of the liabilities so assumed in sufficient detail for the Purchaser reasonably to assess the extent of secondary liabilities, if any, by the Company thereunder; and the reasonable satisfaction by Purchaser that the quantum of risk to the Company with respect to such liabilities is not material. (ix) the resignations of Xxx Xxxxxx and Xxxxx Xxxxxxxx as members of the Company's Board of Directors; and the undated resignation of Xxxxx Xxxxxx, Xx. as a member of the Company's Board of Directors to be executed by him prior to Closing Date to be held in escrow by counsel for the Company and to be released 10 days after the filing of the SEC Schedule 14F. (x) a certificate of the Secretary of Seller, the Company setting forth the incumbency of the resolutions of Seller's shareholders officers and board of directors approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby and authorizing Xxxxxxx Xxxxxxxx to execute and deliver this Agreement on behalf of Seller; (e) all of the Documentation; (f) all of Company at the Customer Lists (in either written or machine readable form as Buyer may request); (g) the source code for all of the Proprietary Software (in the form of master tapes or disks) and all documentation related to the Proprietary Software; (h) evidence, in form and substance satisfactory to Buyer, of the Receivables (as defined in Schedule 2.1) and of the proceeds of the Receivables, ------------ in whatever form, received by Seller as of time next preceding the Closing Date; (i) all other documentsto be as follows: Directors: Xxx Xxxxxx, filesXxxxx Xxxxxx, records Xx. and other tangible personal property constituting the Assets; (j) an opinion of Xxxxxx Xxxxx & Xxxxxxxx Officers: President and CEO - Xxxxx LLPXxxxxx, counsel to Seller, in the form attached hereto as Exhibit DXx.; --------- (k) evidence of release of any and all Encumbrances with respect to the Assets in form and substance satisfactory to Buyer; (l) evidence of termination and dissolution of Seller's Benefit Plans and satisfaction of all obligations thereunder in form and substance satisfactory to Buyer; and (m) a Clearance Certificate regarding California sales, use, etc. taxesSecretary - Xxx Xxxxxx.

Delivery by Seller. At Closing, Seller shall deliver to Buyer at the Closing the ------------------ followingdeliver: (a) a Xxxx To Buyer, an Assignment and Bill of Sale and Assignment (the “Assignment”), substantially in the form attached hereto as Exhibit BC, together with such other bills of executed and acknowledged by Seller, effecting the sale, assignments transfer, conveyance and other --------- instruments assignment of transfer in form and substance satisfactory to Buyer as Buyer shall deem necessary or appropriate to vest and confirm in Buyer good and marketable title to the Assets and to effectively assign and transfer to Buyer the Assumed ContractsAssets; (b) other instruments of To Buyer, any governmental forms required to effect transfer in form attached hereto as Exhibit ------- C, or otherwise in form and substance satisfactory to accordance with applicable regulations; (c) To Buyer, division orders (or letters in lieu thereof, at Xxxxx’s discretion) instructing purchasers of production to vest pay to Buyer the proceeds of sales of Oil and confirm - in Buyer good and marketable title to any and all patents, trademarks and copyrights, and applications therefor, included in Gas from the Assets; (c) a certificate, dated the Closing Date, of the president of Seller to the effect that (i) each of the representations and warranties of Seller made herein are true and correct in all material respects on the Closing Date as though such representations and warranties were made on and as of such date, and (ii) Seller has performed and complied with the covenants, conditions and other obligations under this Agreement which are to be complied with by it on or prior to the Closing Date; (d) a copyTo Buyer, certified executed change of operator forms as of the Closing Date required by the Secretary of Seller, of the resolutions of Seller's shareholders and board of directors approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby and authorizing Xxxxxxx Xxxxxxxx to execute and deliver this Agreement on behalf of Sellerapplicable governmental regulation; (e) To Buyer, releases of all of mortgages and other encumbrances on the DocumentationAssets in form and substance reasonably satisfactory to Buyer, including without limitation, the Production Agreement and all related encumbrances or burdens against the Assets; (f) all To Buyer from the obligees of the Customer Lists (Seller’s Payables set forth in either written or machine readable form as Exhibit F, releases of Buyer may request); (g) the source code for all of the Proprietary Software (in the form of master tapes or disks) and all documentation related to the Proprietary Software; (h) evidence, in form and substance satisfactory to Buyer, of the Receivables (as defined in Schedule 2.1) and of the proceeds of the Receivables, ------------ in whatever form, received by Seller as of the Closing Date; (i) all other documents, files, records and other tangible personal property constituting the Assets; (j) an opinion of Xxxxxx Xxxxx & Xxxxx LLP, counsel to Seller, in the form attached hereto as Exhibit D; --------- (k) evidence of release of any and all Encumbrances with respect to the Assets from any claim arising out of Seller’s Payables in form and substance satisfactory to Buyer; (lg) To Buyer, satisfactory evidence of termination and dissolution payments made to the obligees of Seller's Benefit Plans ’s Payables to the extent Buyer elects not to pay them directly at Closing; (h) To Buyer, a Certification of Non-Foreign Status substantially in the form attached hereto as Exhibit G; (i) To Buyer, an officer’s certificate executed by an officer of each party constituting Seller certifying as to the matters set forth in Section 7.1(a)-(d); (j) To Buyer, an opinion of Seller’s counsel, in form and satisfaction of all obligations thereunder substance reasonably satisfactory to Buyer, with regard to the matters set forth in Sections 7.1(a)-(d); (k) To Buyer, a closing statement and funds flow, in form and substance satisfactory to Buyer, and containing relevant supporting information, evidencing all payments made to third parties pursuant to this Agreement, based on the best information then available to the parties, but without prejudice to Buyer’s right after the Closing to receive all rights and benefits to which it is entitled under this Agreement with respect to the Assets; and (ml) a Clearance Certificate regarding California sales, use, etc. taxesPossession of the Records and all other Assets.

Delivery by Seller. At least one (1) Business Day prior to the Closing Date, Seller shall deliver provide, or cause to Buyer at the Closing the ------------------ followingbe provided, to Escrow Holder: (a) a Xxxx of Sale and Assignment A grant deed in the form attached hereto as of Exhibit BB (the "Deed"), together with such other bills of sale, assignments duly executed and other --------- instruments of transfer in form and substance satisfactory to Buyer as Buyer shall deem necessary or appropriate to vest and confirm in Buyer good and marketable title to the Assets and to effectively assign and transfer to Buyer the Assumed Contractsacknowledged by Seller; (b) other instruments A xxxx of transfer in form attached hereto as Exhibit ------- C, or otherwise in form sale and substance satisfactory to Buyer, to vest and confirm - in Buyer good and marketable title to any and all patents, trademarks and copyrights, and applications therefor, included assignment agreement in the Assetsform of Exhibit C (the "Xxxx of Sale and Assignment"), duly executed by Seller; (c) a certificate, dated the Closing Date, of the president A certificate of Seller to in the effect that form of Exhibit D (i) each of the representations and warranties of "Seller made herein are true and correct in all material respects on the Closing Date as though such representations and warranties were made on and as of such dateCertificate"), and (ii) duly executed by Seller has performed and complied with the covenants, conditions and other obligations under this Agreement which are to be complied with by it on or prior to the Closing Datethrough its duly-authorized representative; (d) a copyA certificate of "non-foreign" status in the form of Exhibit E and an original certificate sufficient to exempt Seller from any applicable state withholding requirement with respect to the sale contemplated by this Agreement, certified as of the Closing Date each duly executed by the Secretary of Seller, of the resolutions of Seller's shareholders and board of directors approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby and authorizing Xxxxxxx Xxxxxxxx to execute and deliver this Agreement on behalf of Seller; (e) all As contemplated by the Second Amendment, an original license agreement in the form of Exhibit F (the Documentation"License Agreement"), duly executed by the licensee thereunder; (f) all The Termination Agreement, duly executed by Seller and Lessee (which Termination Agreement shall, in any event, provide for prorations substantially in the manner of prorations under Section 11 with respect to Contracts in the Customer Lists (in either written or machine readable form as Buyer may requestname of Lessee and which are being assigned to Purchaser hereunder); (g) A xxxx of sale and assignment agreement with respect to those Personal Property, Contracts and Intangibles in the source code for all name of Lessee (other than the Proprietary Software (Excluded Property), in substantially of the form of master tapes or disks) the Xxxx of Sale and all documentation related Assignment and otherwise in form and substance reasonably acceptable to Purchaser (the Proprietary Software“Lessee Xxxx of Sale and Assignment”), duly executed by Lessee; (h) evidenceThe Seller Parent Guaranty, in form and substance satisfactory to Buyer, of the Receivables (as defined in Schedule 2.1) and of the proceeds of the Receivables, ------------ in whatever form, received duly executed by Seller as of the Closing DateParent; (i) To the extent they are then in Seller's possession and have not theretofore been delivered to Purchaser, all other documents, files, records keys and other tangible personal property constituting access control devices for the Assets;Property; and (j) an opinion of Xxxxxx Xxxxx & Xxxxx LLPSuch other instruments and documents, counsel to duly executed by Seller, as may be reasonably requested by Escrow Holder or Title Company and are reasonably required to transfer and convey the Property to Purchaser in the form attached hereto as Exhibit D; --------- (k) evidence of release of any accordance with this Agreement, including, without limitation, an owner's affidavit and all Encumbrances with respect to the Assets gap indemnity in form and substance satisfactory to Buyer; (l) evidence of termination and dissolution of SellerTitle Company's Benefit Plans and satisfaction of all obligations thereunder in form and substance satisfactory to Buyer; and (m) a Clearance Certificate regarding California sales, use, etc. taxescustomary form.