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) On 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, or put in possession of, 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; provided that, with respect to Software that constitutes Transferred Technology, Seller shall be required to deliver to Purchaser at the Closing only (A) the current versions and releases of such Software, and (B) those prior versions and releases of such Software in Seller’s possession as of the Closing. 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.
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. 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. 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. 1. Party A shall, within ten (10) days as of the date when this Agreement become effective, deliver the objects to be transferred hereunder. Both Parties shall go through relevant formalities for the takeover.
Delivery of Transferred Assets. (a) On the Closing, Seller shall, in the manner and form, and to the locations, reasonably specified by Purchaser, deliver to Purchaser all of the Transferred Assets (subject to Section 2.7 hereof with respect to the Transferred Agreements) or in the case of the Intellectual Property or other intangible assets, such instruments as are necessary or desirable to document and to transfer title to such assets from Seller to Purchaser.
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.
