Documents and Consents. (i) The Chargor shall, as soon as reasonable practicable after it enters into this Deed, use reasonable endeavours to obtain such consents as may be necessary from licensors of any material Intellectual Property granted to it to ensure that licences of Intellectual Property granted to the Chargor will not be revoked by any licensor. [Asia Netcom Corporation Debenture]
(ii) The Chargor shall as soon as reasonably practicable at the Security Trustee's request execute and/or deliver to the Security Trustee
(a) originals of any certificate of registration of Intellectual Property;
(b) all documents necessary to register or record this Deed or any Security Interest over Intellectual Property with each relevant government authority or agency responsible for keeping registers in which any of the Chargor's Intellectual Property is registered, and each receipt or confirmation of registration or recording of this Deed or any Security Interest over Intellectual Property issued by that government authority or agency; and
(c) each escrow agreement which exists in respect of any of the Intellectual Property and a notice to each escrow agent holding any Intellectual Property on behalf of the Chargor substituting the Security Trustee as the party to whom, upon the occurrence of an Event of Default which is continuing and notification to that effect from the Security Trustee to the escrow agent, that escrow agent shall release the Intellectual Property (including source codes of computer software) in discharge of that escrow agent's obligations to release the Intellectual Property to the Chargor.
Documents and Consents. 45 7.7 Xxxx-Xxxxx Xxxxxx Compliance....................................45 7.8
Documents and Consents. Xxxxx shall have received all written consents, assignments, waivers, authorizations or other certificates of third parties reasonably deemed necessary by Xxxxx' legal counsel to consummate the transactions provided for herein, including, without limitation, the approvals and consents of Access Beyond and Xxxxx shareholders. Access Beyond shall have deposited with Access Beyond's Transfer Agent the certificates representing the shares of Access Beyond Stock to be issued as a consequence of the Merger pending the return of the Xxxxx Certificates therefor; and Xxxxx shall have received the Certificate of Officer as to Tax Matters from Access Beyond and Newco in substantially the form attached hereto as Exhibit 1.5A.
Documents and Consents. Access Beyond shall have received all written consents, assignments, waivers, authorizations or other certificates of third parties reasonably deemed necessary by Access Beyond's legal counsel to provide for the continuation in full force and effect of any and all material contracts and leases of Xxxxx and for Access Beyond to consummate the transactions contemplated hereby, including, without limitation, the consents of the securities holders described in Sections 5.3.1 through 5.3.4 above to cancellation or amendment, as described therein, and the approvals and consents of Access Beyond and Xxxxx shareholders. Access Beyond shall have received the Certificate of Officer as to Tax Matters from Xxxxx in substantially the form attached hereto as Exhibit 1.5B.
Documents and Consents. MSS and the Shareholders shall have executed ---------------------- and delivered to NetSelect all the MSS Ancillary Agreements and all the Shareholder Ancillary Agreements, as applicable. The Shareholders shall have delivered to NetSelect MSS Certificates representing the MSS Stock together with the other deliverables specified in Section 2.1 hereof. NetSelect shall have received (or waived receipt of) duly executed copies of all third-party consents, approvals, assignments, waivers, authorizations or other certificates contemplated by this Agreement or the MSS Schedule of Exceptions or reasonably deemed necessary by NetSelect's legal counsel to provide for the continuation in full force and effect of any and all material contracts, agreements and leases of MSS and the preservation of MSS' IP Rights and other assets and properties and for NetSelect to consummate the transactions contemplated hereby, in form and substance reasonably satisfactory to NetSelect, except for such thereof (if any) as NetSelect and MSS shall have agreed in writing need not be obtained.
Documents and Consents. THAWTE and the THAWTE Shareholder ---------------------- shall have executed and delivered to VeriSign all the THAWTE Ancillary Agreements and all the Shareholder Ancillary Agreements, as applicable. The THAWTE Shareholder shall have delivered to VeriSign THAWTE Certificates representing 100% of the issued and outstanding shares of THAWTE together with the other deliverables specified in Section 2.1.1 hereof. VeriSign shall have received duly executed copies of all third-party consents, approvals, assignments, waivers, authorizations or other certificates contemplated by this Agreement or reasonably deemed necessary by VeriSign's legal counsel to provide for the continuation in full force and effect of any and all material contracts, agreements and leases of THAWTE and the preservation of THAWTE's IP Rights and other assets and properties and for VeriSign to consummate the transactions contemplated hereby, in form and substance reasonably satisfactory to VeriSign, except for such thereof as the failure to so obtain would not have a Material Adverse Effect, or that VeriSign and THAWTE shall have agreed in writing need not be obtained.
Documents and Consents. Retek and the Retek Shareholders shall have executed and delivered to HNC all the Retek Ancillary Agreements and all the Shareholder Ancillary Agreements, as applicable. The Retek Optionees shall have executed and delivered to
Documents and Consents. The Purelink Shareholders shall have executed and delivered to Gateway all the Shareholder Ancillary Agreements. The Purelink Shareholders shall have delivered to Gateway Purelink Certificates representing 100% of the issued and outstanding shares of Purelink together with the other deliverables specified in Section 2.1.1 hereof. Gateway shall have received duly executed copies of all third-party consents, approvals, assignments, waivers, authorizations or other certificates contemplated by this Agreement or reasonably deemed necessary by Gateway's legal counsel to provide for the continuation in full force and effect of any and all material contracts, agreements and leases of Purelink and the preservation of Purelink's IP Rights and other assets and properties and for Gateway to consummate the transactions contemplated hereby, in form and substance reasonably satisfactory to Gateway, except for such thereof as the failure to so obtain would not have a Material Adverse Effect, or that Gateway and Purelink shall have agreed in writing need not be obtained.
Documents and Consents. Enterprise and the Enterprise Shareholder ---------------------- shall have executed and delivered to NetSelect all the Enterprise Ancillary Agreements and all the Shareholder Ancillary Agreements, as applicable. The Enterprise Shareholder shall have delivered to NetSelect Enterprise Certificates representing one hundred percent (100%) of the outstanding shares of Enterprise together with the other deliverables specified in Section 2.1 hereof. NetSelect shall have received (or waived receipt of) duly executed copies of all third- party consents, approvals, assignments, waivers, authorizations or other certificates contemplated by this Agreement or the Enterprise Schedule of Exceptions or reasonably deemed necessary by NetSelect's legal counsel to provide for the continuation in full force and effect of any and all material contracts, agreements and leases of Enterprise and the preservation of Enterprise's IP Rights and other assets and properties and for NetSelect to consummate the transactions contemplated hereby, in form and substance reasonably satisfactory to NetSelect, except for such thereof (if any) as NetSelect and Enterprise shall have agreed in writing need not be obtained.
Documents and Consents. MP and the MP Shareholders shall have executed and delivered to IMSI all the MP Ancillary Agreements and all the Shareholder Ancillary Agreements, as applicable. The MP Shareholders shall have delivered to IMSI MP Certificates representing 100% of the outstanding shares of MP together with the other deliverables specified in Section 2.1.1 hereof. IMSI shall have received duly executed copies of all third-party consents, approvals, assignments, waivers, authorizations or other certificates contemplated by this Agreement or the MP Disclosure Letter or reasonably deemed necessary by IMSI's legal counsel to provide for the continuation in full force and effect of any and all material contracts, agreements and leases of MP and the preservation of MP's IP Rights and other assets and properties and for IMSI to consummate the transactions contemplated hereby, in form and substance reasonably satisfactory to IMSI, except for such thereof (if any) as IMSI and MP shall have agreed in writing need not be obtained.
