Delivery of Acquired Assets. At the Closing, but effective as of the Effective Date, Purchaser shall take physical possession of the Acquired Assets at Sellers’ principal place of business in Irvine, California.
Delivery of Acquired Assets. At the Closing, Seller shall deliver to Buyer all of the Tangible Assets and Transferred Technology. Without limiting the foregoing, all Software included in the Transferred Technology shall, at Buyer's request, be delivered to Buyer by electronic means.
Delivery of Acquired Assets. 2.6.1 Acquired Inventory (and on-site glass door merchandisers) shall be delivered to Purchaser F.O.B. Seller's premises in Jessup, Maryland. For purposes of delivery of the Acquired Inventory to Purchaser, Seller shall provide access to Purchaser and the use of Seller's fork lifts to load the Acquired Inventory onto Purchaser's trucks. Risk of loss to the Acquired Inventory shall pass from Seller to Purchaser upon the physical removal of the Acquired Inventory by Purchaser from Seller's place of business. Purchaser shall reimburse Seller for any physical damage to Seller's warehouse proximately caused by Purchaser removing the Acquired Inventory. Seller shall reimburse Purchaser for all expenses incurred by Purchaser if the Acquired Inventory is not made available for delivery pursuant to this Agreement and the Escrow Agreement, including loss of the Acquired Inventory. Purchaser acknowledges that Seller does not make any guarantee or representation that there is a market for the Acquired Inventory or at what price or prices it may be sold, and that Seller expressly disclaims any such representation, warranty or guarantee. With respect of number of Cases of Beverages delivered, there shall not be any adjustment to the Purchase Price or indemnification or any other remedy other than through the process enumerated in this Section 2.6, and the Escrow Agreement.
2.6.2 The Customer Lists shall be delivered at Closing. Immediately after the execution and delivery of this Agreement, Seller shall deliver to Purchaser in written form the names and addresses of all the Customers with an indication for each Customer whether such Customer pays cash or is extended credit terms for inspection by Purchaser pursuant to the Escrow Agreement.
Delivery of Acquired Assets. Seller, Seller Parent and Buyer agree that any of the Acquired Assets that exist in electronic form as of the Closing Date will be delivered electronically to Buyer on the Closing Date, as soon as reasonably practicable following the Closing. If at any time after the Closing Seller or Seller Parent discovers in its possession or under its control any Acquired Assets that exist in electronic form (and not previously transferred to Buyer), it shall promptly deliver such Acquired Assets to the Buyer.
Delivery of Acquired Assets. At the Closing, Sellers shall deliver to Purchaser possession of the Acquired Assets, provided, that Purchaser, MPAN, MHG and Sellers agree to use their commercially reasonable efforts to coordinate such delivery in a mutually agreeable manner in order to minimize, to the greatest extent possible, any Taxes.
Delivery of Acquired Assets. (a) On the Closing, Seller shall in the manner and form, and to the locations, reasonably specified by Purchaser, (i) deliver to Purchaser or other entit(ies) designated by Purchaser, all of the Acquired Assets (the cost of which such delivery, if to a site other than the current locations of the Acquired Business, shall be borne by Purchaser), (ii) fully disclose to Purchaser all Technology in the Acquired Business and the Acquired Assets to the extent not otherwise disclosed on the Seller Disclosure Schedules, and (iii) in the case of the Transferred Intellectual Property Rights or other intangible assets, deliver such instruments as are reasonably necessary or desirable to document and to transfer title to such assets from Seller to Purchaser in accordance with Section 4.3 below. Without limiting the foregoing, all Software included in the Transferred Technology shall, at Purchaser’s request, be delivered to Purchaser by electronic means.
(b) To the extent that Purchaser cannot be granted possession by Seller in respect of certain Acquired Assets as of the Closing, those Acquired Assets shall be held by Seller for and on behalf of Purchaser until such time as Purchaser or its designee is granted possession thereof.
Delivery of Acquired Assets. On the Closing Date, Tandy at its sole cost and expense shall cause all Acquired Assets to be physically removed from Chamber’s facilities and business premises and shall have full risk of loss with respect to all of the Acquired Assets.
Delivery of Acquired Assets. (a) Any of the Acquired Assets (including the Acquired Books and Records, to the extent in electronic form) or Shared Books and Records that exist in electronic form will be delivered electronically to Buyer at or promptly following the Closing. Any Acquired Books and Records or Shared Books and Records that exist in electronic format will be transferred in their native, electronic format. Promptly following any electronic transmission, Seller shall execute and deliver to Buyer a written certificate containing the following information: (i) the date of transmission; (ii) the name of the individual who made the transmission; and (iii) a general description of the nature of the items transmitted sufficient to distinguish the transmission from other transmissions.
(b) Without limiting Buyer’s obligations pursuant to Section 1.7(a), Seller will deliver all other Acquired Assets (including the Acquired Books and Records, to the extent in paper format) and copies of all Shared Books and Records that exist in paper format to Buyer at or promptly following the Closing to such location or locations as specified by Seller at least two (2) Business Days prior to Closing, in each case without limiting Seller’s obligations pursuant to Section 1.7(a)).
Delivery of Acquired Assets. Buyer shall take possession of all Acquired Assets, wherever located, on the Closing Date.
Delivery of Acquired Assets. On the "Closing Date" as defined below, Seller shall make available to Buyer all of the Acquired Assets at Buyer’s facilities in Oldsmar, Florida, and anywhere else the Acquired Assets are located. Buyer will assume full operating control of the Acquired Assets including all funds received beginning on the Closing Date for any and all activities related to Elysium Internet. The acquired domain names and web sites to be acquired are to be provided to the Buyer on the Closing Date.
