Common use of Delivery of Additional Instruments Clause in Contracts

Delivery of Additional Instruments. On the Closing Date, Seller shall ---------------------------------- deliver, or cause to be delivered to Buyer, the following documents and instruments, in form and substance satisfactory to Buyer and its counsel, unless waived in writing by Buyer: (a) The Xxxx of Sale and Assumption Agreement in substantially the form of Exhibit G hereto, duly executed by Seller (the "Xxxx of Sale"); --------- (b) Evidence of the receipt of all third party consents necessary to enable Seller to consummate the transactions contemplated herein and to utilize the Licenses and Permits referenced in Section 4.12(b) hereof; (c) UCC Termination Statements, and such instruments and other documents as Buyer may reasonably request, from all persons holding any security interests or other Encumbrances or any other adverse interests in or on any of the Purchased Assets, terminating and discharging all of such security interests and Encumbrances; (d) The Principal Agreements, duly executed by Seller; (e) A legal opinion, in substantially the form attached hereto as Exhibit H-1, of Xxxxxxx X. Xxxxxxx, counsel to Seller; ----------- (f) A good standing certificate, dated as of a date that is not more than ten (10) days prior to the Closing Date, from the Secretary of State of Delaware, for Seller; and (g) Such other documents and instruments as Buyer or Buyer's counsel may reasonably request so as better to evidence or effectuate the transactions contemplated hereby.

Delivery of Additional Instruments. On the Closing Date, unless waived in writing by Buyer, Seller shall ---------------------------------- deliver, or cause to be delivered to Buyer, the following documents and instruments, in form and substance satisfactory to Buyer and its counsel, unless waived in writing by Buyer: (a) The Xxxx of Bill xx Sale and Assumption Agreement in substantially the form of Exhibit G D hereto, duly executed by Seller (the "Xxxx of Bill xx Sale"); ---------; (b) Evidence of the receipt of all third party consents necessary to enable Seller to consummate the transactions contemplated herein and to utilize the Licenses and Permits referenced in Section 4.12(b) hereof; (c) UCC Termination Statements, and such instruments and other documents as Buyer may reasonably request, from all persons holding any security interests or other Liens or Encumbrances or any other adverse interests in or on any of the Purchased Assets, terminating and discharging all of such security interests and Liens and Encumbrances; (d) The Principal AgreementsNon-Competition Agreement, and the Escrow Agreement, duly executed by Seller; (e) All checks and other negotiable instruments in the possession of Seller evidencing or constituting payment of any accounts or notes receivable or other amounts included in the Purchased Assets, endorsed for payment to Buyer; (f) A legal opinion, substantially in substantially the form attached hereto as Exhibit H-1E, of Xxxxxxx X. XxxxxxxProcxxxx, Xxxx, Xxrgxxxxx & Xavixxx, XXP, counsel to Seller; -----------; (fg) A good standing certificate, dated as of a date that is not more than ten (10) 10 days prior to the Closing Date, from the Secretary of State of Delaware, for SellerCalifornia; and (gh) Such other documents and instruments as Buyer or Buyer's counsel may reasonably request so as to better to evidence or effectuate the transactions contemplated hereby.

Delivery of Additional Instruments. On the Closing Date, Seller shall ---------------------------------- deliver, or cause to be delivered delivered, to Buyer, Buyer the following documents and instruments, in form and substance satisfactory to Buyer and its counsel, unless waived in writing by Buyer: (a) The Xxxx of Sale and Assumption Agreement a registration rights agreement in substantially the form of Exhibit G heretoEXHIBIT B attached hereto (the "REGISTRATION RIGHTS AGREEMENT"), duly executed by Seller; (b) The bill xx sale and assumption agreement in substantially the form of EXHIBIT C attached hereto (the "BILL XX SALE");, duly executed by Seller; (c) assignment documents sufficient for recording purposes relating to all Intellectual Property, including, without limitation, assignment documents in the form of EXHIBIT D attached hereto (the "ASSIGNMENT") relating to Copyrights, Patents and Trademarks, duly executed by Seller; (d) assignment of the League City Facility Lease, duly executed by Seller (and the "Xxxx of Sale"); --------- (b) Evidence of landlord under the receipt of all third party consents necessary to enable Seller to consummate the transactions contemplated herein and to utilize the Licenses and Permits referenced in Section 4.12(b) hereofLeague City Facility Lease; (ce) Buyer's form of Employment, Confidential Information and Invention Assignment Agreement (an "INVENTION AGREEMENT"), duly executed by each League City Employee (other than such League City Employees specifically identified on SCHEDULE 3.16 attached hereto or otherwise agreed to by the Buyer at or Prior to the Closing); (f) Consent and release, duly executed by Foothill; (g) UCC Termination Statements, and such instruments and other documents as Buyer may reasonably request, from all persons holding any security interests or other Encumbrances or any other adverse interests in or on with respect to any of the Purchased Assets, terminating and discharging all of such security interests and Encumbrancesinterests; (dh) The Principal Agreements, duly executed by Seller; (e) A legal opinion, in substantially the form attached hereto as Exhibit H-1, of Xxxxxxx X. Xxxxxxx, counsel to Seller; ----------- (f) A good standing certificatecertificates, dated as of a date that is not more than ten (10) days prior to the Closing Date, from the Secretary of State of Delaware, for SellerSeller and Parent; and (gi) Such such other documents and instruments reasonably satisfactory to Buyer as Buyer or Buyer's counsel may reasonably request so as better to evidence in good faith for the purpose of (A) evidencing the accuracy of any representation or effectuate warranty made by Seller, (B) evidencing the compliance by Seller and Parent with, or the performance by Seller and Parent of, any covenant or obligation set forth in this Agreement or any other Transaction Agreement, (C) evidencing the satisfaction of the conditions set forth in this Section 7 or (D) otherwise facilitating the consummation of the purchase and sale of the Purchased Assets and the other transactions contemplated herebyby this Agreement.

Delivery of Additional Instruments. On the Closing Date, unless waived in writing by Buyer, Seller shall ---------------------------------- deliver, or cause to be delivered to Buyer, the following documents and instruments, in form and substance satisfactory to Buyer and its counsel, unless waived in writing by Buyer: (a) The Xxxx of Bill xx Sale and Assumption Agreement in substantially the form of Exhibit G A hereto, duly executed by Seller (the "Xxxx of Bill xx Sale"); ---------; (b) The Registration Rights Agreement in the form of Exhibit B hereto, duly executed by Seller (the "Registration Rights Agreement"); (c) Evidence of the receipt of all third party consents necessary to enable Seller to consummate the transactions contemplated herein and to utilize the Licenses and Permits referenced in Section 4.12(b4.13(b) hereof; (cd) UCC Termination Statements, and such instruments and other documents as Buyer may reasonably request, from all persons holding any security interests or other Liens or Encumbrances or any other adverse interests in or on any of the Purchased Assets, terminating and discharging all of such security interests and Liens and Encumbrances; (d) The Principal Agreements, duly executed by Seller; (e) A legal opinion, substantially in substantially the form attached hereto as Exhibit H-1C, of Xxxxxxx X. XxxxxxxDonaxx XxXxxxxxx, counsel to Xxce President and General Counsel of Seller; -----------; (f) A good standing certificatecertificate for Seller, dated as of a date that is not more than ten (10) 10 days prior to the Closing Date, from the Secretary of State of Delaware, for Seller; andthe State of Minnesota and any other state where Seller is qualified to do business; (g) Such other documents and instruments as Buyer or Buyer's counsel may reasonably request so as to better to evidence or effectuate the transactions contemplated hereby.