Delivery of Transferred Assets Sample Clauses

Delivery of Transferred Assets. At or prior to the closing of the transactions contemplated herein (the "Closing"), or at a reasonable time thereafter, Seller shall deliver to Buyer all of the Transferred Assets. The parties hereto agree that, after the Closing, Buyer may opt to continue to temporarily house the Tangible Photographs, any Photographic Asset Records, and any related Transferred Assets at Seller's Storage Units, in keeping with the provisions of Section 2.2 below. In connection with the transfer of the Trademarks to Buyer, Buyer agrees to amend its corporate name in all jurisdictions to a name that does not include the words "Globe Photos" or any derivative or variation thereof, and transfer/ surrender any D/B/A or fictitious business name filings to/in favor of Buyer, so that Buyer may fully utilize the corporate and trade name "Globe Photos" (although Buyer acknowledges that Seller may continue to do business under the name "Globe Photos" for a reasonable period of time, not to exceed ninety (90) days following the Closing, solely for the purpose of winding up its affairs and collecting any relevant accounts receivables).

Delivery of Transferred Assets. (a) At the Closing, Seller shall, at Seller’s sole cost, in the manner and form, and to the locations, reasonably specified by Purchaser, (i) deliver to Purchaser or other entity designated by Purchaser, all of the Transferred Assets, (ii) in the case of the Transferred IP or other intangible assets, deliver such instruments as are necessary or desirable to document and to transfer title to such assets from Seller to Purchaser in accordance with Section 2.4 below, and (iii) deliver to Purchaser fully-executed, complete and accurate originals of all of the Transferred Contracts, or, to the extent originals are not available, fully-executed, complete and accurate copies of all of the Transferred Contracts. Without limiting the foregoing, Seller shall deliver to Purchaser at the Closing, by electronic transmission in a manner specified by Purchaser, all Transferred Assets contained in electronic form, including source code, object code, source documentation and all other related materials for Transferred Assets. For clarification, Purchaser shall bear the costs associated with preparation, filing and processing of documentation and instructions necessary to transfer the Transferred Assets pursuant to this Agreement, subject to Section 3.8 below. (b) To the extent that Purchaser cannot be granted possession by Seller of certain Tangible Assets as of the Closing Date, the transfer of possession will be substituted by an agreement that those assets shall be held by Seller for and on behalf of Purchaser until such time as Purchaser is granted possession thereof. During that period, Seller shall bear all risk of loss with respect to those Tangible Assets.

Delivery of Transferred Assets. Title to the Transferred Assets shall pass to Purchaser or Purchaser Sub as of the Closing at the applicable places of business of Seller. Promptly following the Closing, Seller will place Purchaser or Purchaser Sub in full possession and control of the Transferred Assets. All other assets and information to be delivered to Purchaser or Purchaser Sub will be delivered by Seller to such locations and in such manner as Purchaser shall designate by means of delivery reasonably designated by Purchaser, at Purchaser's cost and risk of loss (other than Losses due to the gross negligence or willful misconduct of Seller).

Delivery of Transferred Assets. At the Closing, each Seller Party shall take such action as may be reasonably requested by Buyer to place Buyer in possession and ownership of the Transferred Assets.

Delivery of Transferred Assets. At the Time of Transfer, Certen shall (i) execute and deliver to Xxxx all such assignments, transfers, instruments, deeds, consents and other documents as shall be necessary to effectively transfer to Xxxx all of Certen's right, title and interest in, to and under, or in respect of. the Transferred Assets in a form which is acceptable to the Parties, acting reasonably; and (ii) deliver to Xxxx possession of, and title to, the Transferred Assets.

Delivery of Transferred Assets. All tangible Transferred Assets together with the Consignment Units will be delivered to Purchaser at the locations of Seller and its Affiliates at which such assets are located in the ordinary course of the operation of the Business at the time of Closing. Risk of loss with respect to the Transferred Assets and Consignment Units will pass to Purchaser on Closing. Purchaser will be responsible for all costs associated with the transport of such assets to the relevant location of Purchaser or its Affiliates. Not later than one (1) Business Day prior to the Closing, Seller will provide Purchaser with a schedule noting the description, quantity and location of all tangible Transferred Assets and Consignment Units to be delivered to Purchaser in accordance with this Section 4.5. Seller will, for a period of at least thirty (30) days following the Closing, make all such tangible Transferred Assets and Consignment Units available to Purchaser during normal business hours. All Product Intellectual Property and other Transferred Assets that can be delivered by electronic transmission will be so delivered or made available to Purchaser at a designated FTP site.

Delivery of Transferred Assets. All costs and expenses associated with removing and moving any Transferred Asset (or any other assets) to a location designated by the Acquiror shall be borne and paid solely by the Acquiror when due; provided, however, that if any such amount shall be incurred by the Company or any of its Affiliates, the Acquiror shall, subject to receipt of satisfactory evidence of the Company’s payment thereof, promptly reimburse the Company (or, at Company’s direction, the applicable Affiliates). Prior to the Closing, the Acquiror shall notify the Company in writing of the location to which the Transferred Assets (or any other assets) should be physically delivered, and the Acquiror and the Company shall reasonably cooperate to cause such delivery to occur (at the Acquiror’s cost and risk from the Company’s or its applicable Affiliate’s applicable facility) at or promptly after the Closing. The Acquiror shall bear all risk of loss with respect to the Transferred Assets as of the Closing, regardless of whether the Company or any of its Affiliates continues to possess such Transferred Assets pending delivery in accordance with this paragraph.

Delivery of Transferred Assets. On the Closing Date and on the date of the Messaging Subsidiary Closing, as applicable, the Seller shall, at its sole cost, in the manner and form, and to the locations, reasonably specified by the Purchaser, (i) deliver to the Purchaser all of the Transferred Assets, and (ii) in the case of all IP Rights included in the Transferred Assets or other intangible assets, deliver such instruments as are necessary or desirable to document and to transfer title to such assets from the Seller to the Purchaser. To the extent that the Seller cannot grant possession of certain assets to the Purchaser as of the Closing, those assets shall be held by the Seller for and on behalf of Purchaser until such time as Purchaser or its designee is granted possession thereof.

Delivery of Transferred Assets. At the Closing, Seller shall take such action as may be reasonably requested by Buyer to place Buyer in possession and ownership of the Transferred Assets.

Delivery of Transferred Assets. At Closing, TWA shall, and shall cause each other Seller to, place Purchaser in full possession and control of the Transferred Assets being acquired at the Closing. Each Owned Aircraft and Leased Aircraft shall be delivered to Purchaser in accordance with the procedures specified in this Section 5.3 and with the risk of loss remaining with the applicable Seller until delivery has been made; provided, that Purchaser and Seller agree to use their reasonable best efforts to coordinate such delivery in a mutually agreeable manner such to permit the avoidance, to the