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 the Purchaser and Seller may agree, at Purchaser's cost and risk of loss (other than Losses due to the negligence or willful misconduct of Seller).
Delivery of Transferred Assets. At Closing, Sellers shall assign, transfer and convey to, and place AirTran in full possession and control of, the Transferred Assets to be acquired by AirTran at the Closing.
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. 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
Delivery of Transferred Assets. Title to the Transferred Assets shall ------------------------------ pass to QuickLogic as of the Closing, or at such other transfer dates provided herein, at Cypress's place of business. Following the Closing, Cypress will put QuickLogic in control of the Transferred Assets pursuant to the Transition Plan (as defined in Article XI). All tangible assets constituting a part of the Transferred Assets will be delivered to QuickLogic's place of business in Sunnyvale, California at Cypress's cost and by means of delivery reasonably determined by
Delivery of Transferred Assets. As soon as practical after the Closing Date and in no event more than sixty (60) days following the Closing Date, Seller shall deliver to Buyer or to an Affiliate of Buyer as directed by Buyer, in physical and electronic form, the Product Regulatory Materials and Books and Records.
Delivery of Transferred Assets. Title to the Transferred Assets passes to Acquisition Sub as of the Closing at the applicable places of business of Seller. Promptly following the Closing, Seller will place Acquisition Sub in full possession and control of the Transferred Assets. All other assets and information to be delivered to Acquisition 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.
Delivery of Transferred Assets. (a) At the First Closing, Seller shall, or shall cause its Affiliates to, at Seller’s sole cost, in the manner and form and to the locations reasonably agreed to by Buyer and Seller, deliver to Buyer all of the applicable Transferred Assets or in the case of the Assigned IPR or other intangible assets deliver such instruments as are necessary to transfer title to such assets from Seller or its Affiliates, as the case may be, to Buyer in accordance with Section 2.3 below.
(b) At the Second Closing (but only if such Second Closing occurs), Seller shall, or shall cause its Affiliates to, at Seller’s sole cost, in the manner and form and to the locations reasonably agreed to by Buyer and Seller, deliver to Buyer all of the Call Assets or in the case of the Assigned IPR or other intangible assets which constitute Call Assets, deliver such instruments as are necessary to transfer title to such assets from Seller or its Affiliates, as the case may be, to Buyer in accordance with Section 2.3 below.
(c) Transfer and delivery of the Transferred Tangible Assets shall include physical or electronic delivery of all Transferred Technology, including delivery or production of Documentation Deliverables and other appropriate documentation thereof as reasonably requested by Buyer to facilitate the transfer and conduct of the Business. The Parties shall cooperate in good faith to define and transfer such Transferred Technology, but it is understood and acknowledged that Seller is ultimately responsible for delivering all Transferred Tangible Assets. It is further understood and acknowledged that any Transferred Tangible Assets not delivered on the relevant Closing Date shall be held by Seller for and on behalf of Buyer until such time as Buyer is granted possession thereof and that, during that period, Seller shall bear all risk of loss with respect to such Transferred Tangible Assets. To the extent practicable, all Software to be delivered hereunder shall be delivered by electronic means in a manner specified by Buyer. Other than with respect to the Retained Seller Technology, Seller and its Affiliates shall use commercially reasonable efforts to assure that neither retains in its possession or control any Transferred Tangible Assets or Transferred Technology or any copy thereof except as otherwise provided herein; provided, however, that Seller shall retain the Call Assets until the earlier of the Second Closing Date or the Call Expiration Date.
(d) Notwithstanding anythi...
