Delivery of Certain Assets. At the Closing, Parent, Seller and International Subsidiary shall cause to be delivered all of Seller, International Subsidiary and its Affiliates’ right, title and interest in the Purchased Assets that are US Assets to the US Buyer or to its designated subsidiary(ies), and in the Purchased Assets that are Global Assets to the Global Buyer, or its designated subsidiary(ies), in accordance with Section 2.1(c), free and clear of all Encumbrances. The parties hereto acknowledge and agree that any such transfer by Seller and its Affiliates of the Purchased Assets to such a designated subsidiary of Buyer would be deemed to satisfy Seller’s obligation to deliver such Purchased Assets, and that any such transfer of any Purchased Assets to such a designated subsidiary of the US Buyer would be deemed delivery of such Purchased Assets initially to US Buyer followed by a contribution of such Purchased Assets by US Buyer to the capital of such designated subsidiary of the US Buyer.
Delivery of Certain Assets. At the Closing, Sellers shall deliver all of their right, title and interest in the Purchased Assets directly to Studio IP Holdings, LLC, a Delaware limited liability company, and an indirect, wholly-owned subsidiary of Buyer to be formed by Buyer immediately prior to Closing (“Studio IP”). The parties hereto acknowledge and agree that notwithstanding this Section 2.5, all of the Purchased Assets, including the Purchased Assets subject to this Section 2.5, are being acquired by the Buyer hereunder and the delivery by Sellers of the Purchased Assets, subject to this Section 2.5, to Studio IP shall be deemed to be a delivery of such Purchased Assets initially to the Buyer followed by a contribution of such Purchased Assets by Buyer to the capital of Studio IP.
Delivery of Certain Assets. At the Closing, Seller shall deliver all of its right, title and interest in the Assets directly to OP Holdings LLC, a Delaware limited liability company and an indirect, wholly-owned Subsidiary of Buyer to be formed by Buyer immediately prior to the Closing (“OP Holdings”). The parties hereto acknowledge and agree that, notwithstanding this Section, all of the Assets, including the Assets subject to this Section, are being acquired by Buyer hereunder and the delivery by Seller of the Assets, subject to this Section, to OP Holdings shall be deemed to be a delivery of such Assets initially to Buyer followed by a contribution of such Assets by Buyer to the capital of OP Holdings.
Delivery of Certain Assets. At the closing on the Closing Date, Seller shall deliver to Buyer (a) originals or true and complete copies of all Assigned Contracts, all Code Approvals and all Patent Rights, (b) all warranties or guaranties received by Seller from any contractors, subcontractors, suppliers or materialmen in connection with Seller's business, (c) originals or true and complete copies of all building permits and certificates of occupancy in the possession of Seller that have been issued for the buildings occupied by Seller, (d) such written notices as Buyer may request, executed by Seller and addressed to all parties to Assigned Contracts (other than Seller) and to taxing authorities having jurisdiction over any or all of the Assets, notifying such parties and authorities of the sale of the Assets and changing the address for service of notice and delivery of statements and bills, (e) keys and combinations to all doors and gates in all premises occupied by Seller and all tangible personal property included among the Assets, which keys and combinations shall be properly and clearly tagged for identification, and (f) any other documents, instruments or agreements required hereunder which are not otherwise delivered.
Delivery of Certain Assets. At the Closing, Seller shall deliver, on behalf of Buyer, all of the Assets which are comprised of Intangibles and Intellectual Property Rights directly to IP Holdings LLC, an indirect, wholly-owned Subsidiary of Buyer (“IP Holdings”). The parties hereto acknowledge and agree that, notwithstanding this Section, all of the Assets, including the Assets subject to this Section, are being acquired by Buyer hereunder and the delivery by Seller of the Assets subject to this Section to IP Holdings shall be deemed to be a delivery of such Assets initially to Buyer followed by a contribution of such Assets by Buyer to the capital of IP Holdings.
Delivery of Certain Assets. At the Closing, each Seller shall deliver all of its right, title and interest in the Assets directly to Studio IP Holdings LLC, a Delaware limited liability company and Subsidiary of Buyer (“Studio IP Holdings”). The parties hereto acknowledge and agree that, notwithstanding this Section, all of the Assets, including the Assets subject to this Section, are being acquired by Buyer hereunder and the delivery by Sellers of the Assets, subject to this Section, to Studio IP Holdings shall be deemed to be a delivery of such Assets initially to Buyer followed by a contribution of such Assets by Buyer to the capital of Studio IP Holdings.
Delivery of Certain Assets. At the Closing, Seller shall deliver all of its right, title and interest in the Purchased Assets directly to Buyer or, at the option of Buyer, to a direct or indirect wholly-owned subsidiary of Buyer (“Buyer Sub”). The parties hereto acknowledge and agree that, notwithstanding the foregoing, all of the Purchased Assets are being acquired by Buyer hereunder and the delivery by Seller of any of the Purchased Assets to Buyer Sub shall be deemed to be a delivery of such Purchased Assets to Buyer followed by a contribution of such Purchased Assets by Buyer to the capital of Buyer Sub.
Delivery of Certain Assets. Seller will deliver to Purchaser in working order, at the Leased Property, (i) a 2 head embroidery unit currently in Arizona by May 31, 1999 and (ii) two personal computers used in the Business currently in Arizona by April 30, 1999. Purchaser shall pay the shipping costs.
Delivery of Certain Assets. Seller shall have caused the Target Entity Exclusive Intellectual Property to have been transferred to the Target Entities or to a newly formed entity which will be transferred to Buyer at the Closing and the "Batman" roller coaster shall have been transferred and delivered to Darien Lake at its facility.
Delivery of Certain Assets. At the Closing, the Seller shall deliver (or shall cause to be delivered) all of their right, title and interest in the Purchased Assets directly to a direct or indirect subsidiary of Buyer (“Seahawks LLC”). The parties hereto acknowledge and agree that, notwithstanding this Section, all of the Purchased Assets, including the Purchased Assets subject to this Section, are being acquired by Buyer hereunder and the delivery by the Seller of the Purchased Assets, subject to this Section, to Seahawks LLC shall be deemed to be a delivery of such Purchased Assets initially to Buyer followed by a contribution of such Purchased Assets by Buyer to the capital of Seahawks LLC.
