Common use of Documents to be Delivered by Seller Clause in Contracts

Documents to be Delivered by Seller. At the Closing, Seller shall deliver to Purchaser the following documents: (a) a copy of resolutions adopted by the Board of Directors of Seller and Parent authorizing the execution, delivery and performance of this Agreement and Seller’s Additional Agreement, and a certificate of the secretary or assistant secretary of Seller and Parent, dated the Closing Date, stating that such resolutions were duly adopted and are in full force and effect at such date, setting forth the incumbency of each person executing this Agreement or any document required by this Section 8.01, on behalf of Seller and Parent; (b) a xxxx of sale, assignment and assumption agreement (the “Xxxx of Sale”) and trademark and copyright assignments in forms satisfactory to Seller and Purchaser, dated the Closing Date and duly executed and delivered by Seller; (c) a transition services agreement (the “Transition Services Agreement”) in a form satisfactory to Seller and Purchaser, dated the Closing Date and duly executed and delivered by Seller and Parent; and (d) executed agreements and consents assigning Seller’s rights under those Assumed Contracts identified on Schedule 8.01(d), which agreements shall be in a form reasonably satisfactory to Purchaser (“Assumed Contracts Assignments”)

Documents to be Delivered by Seller. At the Closing, Seller shall deliver to Purchaser Buyer the following documentsfollowing: (a) a copy Copies of resolutions adopted by of the Board board of Directors directors and shareholders of Seller and Parent authorizing the execution, delivery and performance of this Agreement and by Seller’s Additional Agreement, and a certificate the consummation of the secretary or assistant secretary transactions contemplated hereby, certified by a duly authorized officer of Seller as being true, correct and Parent, dated complete as of the Closing Date, stating that such resolutions were duly adopted and are in full force and effect at such date, setting forth the incumbency of each person executing this Agreement or any document required by this Section 8.01, on behalf of Seller and Parent; (b) a xxxx of sale, assignment and assumption agreement (the “Xxxx of Sale”) and trademark and copyright assignments in forms satisfactory to Seller and PurchaserA certificate, dated as of the Closing Date and duly Date, executed and delivered by an officer of Seller, certifying that the closing conditions specified in Section 7.1(a) have been satisfied; (c) a transition services agreement (the “Transition Services Agreement”) Duly executed instruments of conveyance and transfer, in a form and substance reasonably satisfactory to Seller Buyer, effecting the sale, transfer, assignment and Purchaserconveyance of the Station Assets to Buyer free and clear of all Liens, dated including, but not limited to, the Closing Date and duly executed and delivered by Seller and Parentfollowing: (i) an assignment of the FCC Licenses; (ii) bills of sale for all Personal Property; (iii) a grant deed for the Real Property; and (iv) an assignment of Seller's rights under the Assumed Contracts; (d) A copy of any instrument evidencing receipt of any of the required consents described in Section 7.1(e); (e) Opinions of Seller's corporate counsel and FCC counsel dated as of the Closing Date, substantially in the form of Exhibits B and C hereto, respectively; (f) A joint notice to the Escrow Agent executed agreements by Seller directing the Escrow Agent to pay the Escrow Deposit to Seller as part of the Purchase Price; and (g) Such other documents, information, certificates and consents assigning Seller’s rights under those Assumed Contracts identified on Schedule 8.01(d), which agreements shall materials as may be in a form reasonably satisfactory to Purchaser (“Assumed Contracts Assignments”)required by this Agreement.

Documents to be Delivered by Seller. At the French Closing, Seller shall deliver or shall cause to Purchaser be delivered to Buyer the following documents: (ai) a copy of resolutions adopted by the Board of Directors of Seller letter providing for an irrevocable and Parent authorizing the execution, delivery and performance of this Agreement and Seller’s Additional Agreement, and a certificate unconditional release of the secretary or assistant secretary pledge over the French Shares obtained from the Beneficiaries (as such term is defined under the statement of Seller pledge dated February 16, 2012) and Parent, dated effective at the latest as of the French Closing Date, stating that such resolutions were duly adopted and are in full force and effect at such date, setting forth the incumbency of each person executing this Agreement or any document required by this Section 8.01, on behalf of Seller and Parent; (bii) a xxxx the stock transfer certificate (ordre de mouvement) recording the transfer of saleFrench Shares to Buyer, assignment and assumption agreement (the “Xxxx of Sale”) and trademark and copyright assignments in forms satisfactory to Seller and Purchaser, dated the Closing Date and duly executed and delivered signed by Seller; (ciii) a transition services agreement two original copies of the tax form “Cerfa” no 2759, duly signed by Seller, to be filed with the Tax authorities by Buyer with respect to the sale and purchase of the French Shares; (iv) the “Transition Services Agreement”share register of the French Company (comprising the registre des mouvements de titres and the comptes individuels d’actionnaires) evidencing Buyer as new owner of all the French Shares, free and clear of any pledge (nantissement) and other restrictive rights, and updated in a form satisfactory respect of the sale and purchase of the French Shares; (v) the corporate books of the French Company comprising the minutes of the decisions of the corporate bodies of the Company and the attendance sheets; (vi) the certificate required to Seller and Purchaser, dated the Closing Date and duly executed and be delivered by Seller Section 3.4.1(a); (vii) the duly signed resignation, effective immediately after the French Closing, of the General Manager of the French Company and Parenta written confirmation from the General Manager that he has no claims against the French Company for compensation, loss of office or otherwise; (viii) the original of the minutes of the new sole shareholder decision of the French Company appointing, as President, General Manager and Deputy General Manager, as the case may be, the individuals whose names are listed in Exhibit B; (ix) an extract of the minutes of the meeting of the workers’ committee (Comité d’Entreprise) giving its opinion with respect to the transfer of the French Shares, in accordance with applicable laws and regulations; and (dx) the termination letters executed by the relevant parties of the intra-group agreements entered into respectively with OM Group, Inc. and consents assigning Seller’s rights under those Assumed Contracts identified on Schedule 8.01(d)OM Group Americas, which agreements shall be in a form reasonably satisfactory to Purchaser (“Assumed Contracts Assignments”)Inc.

Documents to be Delivered by Seller. At or prior to the Closing, Seller shall, as a condition precedent to Purchaser’s obligation to close (unless Purchaser shall waive the receipt of any of the following items in writing), deliver to Purchaser the following documents: (a) a copy of resolutions adopted One or more certificates representing the Shares, with all necessary stock transfer stamps (if any are required) affixed thereto, accompanied by an executed stock transfer power duly endorsed in blank with signature guaranteed and such other documents as may be necessary to effect the Board of Directors of Seller and Parent authorizing the execution, delivery and performance of this Agreement and Seller’s Additional Agreement, and a certificate transfer of the secretary or assistant secretary Shares to Purchaser free and clear of Seller and Parentall liens, dated the Closing Date, stating that such resolutions were duly adopted and are in full force and effect at such date, setting forth the incumbency of each person executing other than liens created by this Agreement or any document required by this Section 8.01, on behalf of Seller and Parentthe Related Agreements; (b) a xxxx of sale, assignment One or more certificates representing the Xxxxxxxxxx Shares and assumption agreement (representing that the “Xxxx of Sale”) and trademark and copyright assignments in forms satisfactory to Seller and Purchaser, dated Company is the Closing Date and duly executed and delivered by Sellersole owner thereof; (c) a transition services agreement (The Security Agreement, in the “Transition Services Agreement”) in a form satisfactory to Seller and Purchaserattached hereto as Exhibit B, dated the Closing Date and duly executed and delivered by Seller and ParentSeller; and (d) executed agreements and consents assigning Seller’s rights under those Assumed Contracts identified on Schedule 8.01(dAn agreement, a copy of which is attached hereto as Exhibit D, between IMSI Design, LLC, a Delaware limited liability company (“IMSI Design”), which agreements shall be in a form reasonably satisfactory to Purchaser as sublessor, and the Company, as sublessee (the “Assumed Contracts AssignmentsSublease”), subletting to the Company that certain office space, as specified therein, which is currently used by the Company as its headquarters and located at 000 Xxxxxxx Xxx, Suite 300, Novato, California 94945 (the “Premises”), duly executed by IMSI Design and approved by CA-Golden Gate Plaza Limited Partnership, LLC, a Delaware limited liability company (the “Landlord”), as landlord under the Master Lease for the Premises.

Documents to be Delivered by Seller. At the Closing, Seller shall (and with respect to items (a) and (b) below shall cause the Seller Subsidiaries to) deliver to Purchaser the following documentsBuyer: (a) a copy of resolutions adopted by the Board of Directors of Seller and Parent authorizing the execution, delivery and performance of this Agreement and Seller’s Additional Agreement, and a certificate duly executed counterpart of the secretary or assistant secretary xxxx of Seller sale and Parentassignment and assumption agreement, dated in substantially the Closing Date, stating that such resolutions were duly adopted form attached as Exhibit C (the “Xxxx of Sale and are in full force Assignment and effect at such date, setting forth the incumbency of each person executing this Agreement or any document required by this Section 8.01, on behalf of Seller and ParentAssumption Agreement”); (b) a xxxx duly executed counterparts of salethe intellectual property assignments, assignment in substantially the form attached as Exhibit D and assumption agreement domain name assignments in the form required by the registrars of the domain names included in the Acquired Assets (the “Xxxx of SaleIP Assignments”) and trademark and copyright assignments in forms satisfactory to Seller and Purchaser, dated the Closing Date and duly executed and delivered by Seller); (c) a duly executed counterpart of the Escrow Agreement; (d) a duly executed counterpart of the transition services agreement agreement, in substantially the form attached as Exhibit E (the “Transition Services Agreement”); (e) in a form satisfactory to good standing certificate for Seller and Purchaserfrom the Secretary of State of the State of Delaware, dated no earlier than 10 Business Days prior to the Closing Date; (f) a certificate of a Secretary, Assistant Secretary or other similar officer of Seller certifying as to (i) the resolutions of the board of directors of Seller approving and authorizing this Agreement, the Ancillary Agreements to which Seller is a party and the Transactions and (ii) the requisite approval and authorization of this Agreement and the Transactions by the stockholders of Seller; (g) copies of all Closing Consents; (h) the certificate required by Section 5.1(e); (i) releases, including termination statements under the Uniform Commercial Code of any financing statements filed against any Acquired Assets, evidencing discharge, removal and termination of all Liens required by Section 5.1(h), which releases shall be effective at or prior to the Closing; (j) evidence of the change of Seller’s and Xxxxxxxxxxx.xxx Subsidiary Inc.’s, a Delaware corporation (“MB Sub”), corporate name, effective as of the Closing; (k) a certificate of non-foreign status from Seller dated as of the Closing Date in form and duly executed and delivered substance required by Treasury Regulations Section 1.1445-2(b)(2) issued pursuant to Section 1445 of the Code stating that no Seller and ParentParty is a foreign person within the meaning of Section 1445 of the Code; and (dl) a noncompetition and nonsolicitation agreement, duly executed agreements and consents assigning Seller’s rights under those Assumed Contracts identified on Schedule 8.01(d), which agreements shall be by Xxxx Xxxxxxx in a the form reasonably satisfactory to Purchaser attached hereto as Exhibit F (the “Assumed Contracts AssignmentsNoncompete Agreement”).

Documents to be Delivered by Seller. At the Closing, Seller shall deliver to Purchaser Buyer the following documentsfollowing: (ai) a copy of resolutions adopted by An Assignment and Assumption Agreement (the Board of Directors of Seller and Parent authorizing the execution, delivery and performance of this Agreement and Seller’s Additional "Assignment/Assump- tion Agreement, ") and a certificate Xxxx of Sale (the secretary or assistant secretary "Xxxx of Seller Sale") in the forms attached hereto as Exhibits "A" and Parent, dated the Closing Date, stating that such resolutions were duly adopted and are in full force and effect at such date, setting forth the incumbency of each person executing this Agreement or any document required by this Section 8.01, on behalf of Seller and Parent"B"; (bii) For each interest in real property identified on Disclosure Schedules 4.10(a) and 4.10(b), a xxxx recordable special warranty deed, but subject to the Permitted Encumbrances, an Assignment and Assumption of saleLease or such other appropriate document or instrument of transfer, assignment as the case may require, each in the form and assumption agreement substance satisfactory to Buyer and its counsel and executed by Seller or Xxxxxx, as applicable (the “"Real Estate Conveyances"); (iii) The Transition Services Agreement (as hereinafter defined); (iv) The Lease Agreement in the form attached hereto as Exhibit "C" (the "Lease Agreement") relating to the Owned Real Property; (v) All such other reasonably necessary instruments of transfer and conveyance, including assignments and transfers of the Intellectual Property, that Buyer may request at or prior to the Closing; provided that such instruments shall not contain any representations and warranties other than those contained in this Agreement, or otherwise alter or expand upon such representations and warranties (collectively, with the Assignment/Assumption Agreement, the Xxxx of Sale”) , the Transition Services Agreement, the Lease Agreement and trademark and copyright assignments in forms satisfactory to Seller and Purchaserthe Real Estate Conveyances, dated the "Seller's Closing Date and duly executed and delivered by SellerDocuments"); (cvi) a transition services agreement (the “Transition Services Agreement”) Copies of confidentiality agreements described in a form satisfactory to Seller and Purchaser, dated the Closing Date and duly executed and delivered by Seller and ParentSection 4.14(e); and (dvii) executed agreements The certificates and consents assigning Seller’s rights under those Assumed Contracts identified other documents required to be delivered by Seller on Schedule 8.01(d), which agreements shall be in a form reasonably satisfactory or before the Closing Date pursuant to Purchaser (“Assumed Contracts Assignments”)Section 7.1 hereof or any other provision of this Agreement.

Documents to be Delivered by Seller. At the Closing, Seller shall deliver to Purchaser the following documents:shall: ------------------------------------ (a) a copy Execute and deliver to Buyer any and all instruments of resolutions adopted sale, assignment and transfer and other documents reasonably requested by Buyer in order to effect the Board of Directors of Seller and Parent authorizing the execution, delivery and performance of this Agreement and Seller’s Additional Agreement, and a certificate transfer of the secretary Purchased Assets to Buyer, to effect the assumption of the Assumed Liabilities by Buyer or assistant secretary of Seller and Parent, dated otherwise to facilitate the Closing Date, stating that such resolutions were duly adopted and are in full force and effect at such date, setting forth the incumbency of each person executing this Agreement or any document required by this Section 8.01, on behalf of Seller and Parenttransactions contemplated hereby; (b) Deliver to Buyer a xxxx certificate of sale, assignment incumbency and assumption agreement (copies of the “Xxxx resolutions adopted by the board of Sale”) and trademark and copyright assignments in forms satisfactory to directors of Seller and PurchaserShareholders, dated authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified as of the Closing Date and duly executed and delivered by the Secretary of Seller; (c) Deliver to Buyer a transition services agreement (certificate of Seller, dated as of the “Transition Services Agreement”) in a form satisfactory Closing Date, to the effect that the representations and warranties of Seller and PurchaserShareholders as contained in ARTICLE 4 of this Agreement are true and correct as of such Closing Date, dated and that the covenants of Seller as contained in ARTICLE 6 and ARTICLE 7 of this Agreement required to be performed or complied with on or prior to the Closing Date and duly executed and delivered by have been so performed or complied with; (d) Deliver to Buyer a certificate of good standing or its equivalent, dated not more than ten (10) days prior to the Closing Date, attesting to the good standing of Seller and Parentas a corporation under the laws of the State of Utah; (e) To the extent any assignments, consents or approvals shall be necessary to any of the transactions herein contemplated, including but not limited to the transfer of the Contracts from Seller to Buyer, deliver to Buyer copies of all such assignments, consents or approvals; and (df) Deliver to Buyer the definitive Short Employment Agreement and the Phase 2 Employment Agreements duly executed agreements and consents assigning Seller’s rights under those Assumed Contracts identified on Schedule 8.01(d), which agreements shall be in a form reasonably satisfactory to Purchaser (“Assumed Contracts Assignments”)by all parties thereto.

Documents to be Delivered by Seller. At at Closing. Seller will deliver the following documents to Buyer at the Closing, Seller shall deliver to Purchaser the following documents: (a) a copy of resolutions adopted An Officers' Certificate signed by the Board of Directors of Seller and Parent authorizing the execution, delivery and performance of this Agreement and Seller’s Additional Agreement, and a certificate President of the secretary Seller in form and substance satisfactory to the Buyer. (b) Copies of the requisite consents of Seller's shareholders and directors. (c) The Xxxx of Sale, duly executed by Seller. (d) The originals of all of the agreements constituting part of the Assets and duly executed assignments to Buyer thereof by delivery of duly executed Assumption Agreements. (e) General releases of all claims against the Seller, NHTC, the Buyer and the Assets duly executed by (i) all holders of the promissory notes (the "Notes") sold to investors in private placements conducted by May Xxxxx & Co. totaling approximately $1,908,000 in the aggregate as of September 30, 1998 (as well as documents evidencing such person's cancellation of their Notes) and proof of filing of U.C.C.-3s releasing such person's security interests in the Assets; and (ii) from Xxxxxx and Magco. (f) The original executed consent to the assignment of any contract, duly executed or, in lieu thereof, a new agreement or assistant secretary a continuation or modification of Seller any existing agreements between Buyer and Parentany third party (including, dated but not limited to, the Closing DateEnzogenol Agreement). (g) The original executed consent of Seller's landlords to the assignment of the leases (set forth on Exhibit M), stating together with an estoppel certificate from such landlords. (h) A certificate or other written confirmation from Seller's insurance carrier(s) or their authorized agents that such resolutions were duly adopted all of the insurance set forth on Exhibit P has been transferred to Buyer and are is in full force and effect as of the Closing Date. (i) Updated judgment and lien searches on the Assets as of the most recent practical date prior to the Closing Date, which must show no liens, encumbrances, judgments or other clouds of title on the Assets. (j) Seller shall deliver to Buyer at such datethe Closing, setting forth all books, records and other documents relating to the incumbency Assets and operation of each person executing the Business. (k) Updated Exhibit F as of the Closing Date. (l) A Secretary's Certificate and Incumbency Certificate. (m) Such other documents consistent with the provisions of this Agreement or any document required by this Section 8.01, on behalf of Seller and Parent; (b) a xxxx of sale, assignment and assumption agreement (the “Xxxx of Sale”) and trademark and copyright assignments in forms satisfactory to Seller and Purchaser, dated the Closing Date and duly executed and delivered by Seller; (c) a transition services agreement (the “Transition Services Agreement”) in a form satisfactory to Seller and Purchaser, dated the Closing Date and duly executed and delivered by Seller and Parent; and (d) executed agreements and consents assigning Seller’s rights under those Assumed Contracts identified on Schedule 8.01(d), which agreements shall be in a form as counsel for Buyer may reasonably satisfactory to Purchaser (“Assumed Contracts Assignments”)request.

Documents to be Delivered by Seller. At the Closing, Seller shall deliver ----------------------------------- deliver, or cause to Purchaser be delivered, to Buyer the following documentsfollowing: (a) a xxxx of sale and assignment in a form that is mutually acceptable to Buyer and Seller and certificates of title, dated the Closing Date, transferring to Buyer the Purchased Assets; (b) executed limited or special warranty deeds (each of such deeds substantially in the form of Exhibit G, with such additional changes as are mutually agreed upon between Buyer and Seller) (collectively, the "Deeds"), in ----- proper statutory short form for recording, so as to convey to Buyer Seller's right, title and interest in and to the Real Property; (c) a copy of the resolutions adopted by of the Board board of Directors directors of Seller and Parent authorizing the execution, delivery and performance of this Agreement and any agreements, documents or instruments to be delivered pursuant to this Agreement by Seller’s Additional Agreement, and a certificate of the Seller's secretary or assistant secretary of Seller and Parentsecretary, dated the Closing Date, stating that such resolutions were duly adopted and are in full force and effect at such date, setting forth as certified; (d) the certificate referred to in Section 7.1(c); (e) the opinion referred to in Section 7.1(d); (f) the Transition Agreement; (g) the Human Resources Agreement; (h) a certificate of the Secretary or Assistant Secretary of Seller certifying as to the incumbency and signatures of each person executing this Agreement or any document required by this Section 8.01, the officers of Seller who have executed documents delivered at the Closing on behalf of Seller and Parent; (b) a xxxx of sale, assignment and assumption agreement (the “Xxxx of Sale”) and trademark and copyright assignments in forms satisfactory to Seller and Purchaser, dated the Closing Date and duly executed and delivered by Seller; (ci) a transition services agreement (the “Transition Services Agreement”) in a form satisfactory to Seller and Purchasercertificate of good standing, dated within 5 days of the Closing Date Date, from the Secretary of State of the State of Delaware, establishing that Seller is in existence and duly executed is in good standing to transact business in such state; (j) foreign qualification certificates, dated within 5 days of the Closing Date, of the Secretaries of State of the states in which Seller, with respect to the Business, is qualified to do business, to the effect that Seller is qualified to do business and delivered is in good standing as a foreign corporation in each of such states; (k) all authorizations, consents, approvals, permits and licenses referenced on Schedule 4.3, to the extent obtained by Seller and Parentthe Closing Date; (l) copies of all owners' title insurance policies insuring Seller; and (dm) executed agreements and consents assigning Seller’s rights under those Assumed Contracts identified on Schedule 8.01(d), which agreements shall be in a form such other documents as Buyer may reasonably satisfactory to Purchaser (“Assumed Contracts Assignments”)request.

Documents to be Delivered by Seller. At the Closing, Seller Sellers shall deliver to Purchaser Buyer the following documentsfollowing: (a) one or more bills of sale in the form of Exhibit 8.1(a) and such other bills of sale, assignments, deeds or other instruments of transfer and assignment, termination letters and UCC-3 termination statements, all in form and substance reasonably satisfactory to Buyer and its counsel and consistent with the provisions of this Agreement, as shall be effective to vest in Buyer valid and marketable title, free and clear of any Liens (except for the lien, if any, of current taxes not yet due and payable, and as provided by the terms of any Assigned Agreement but only with respect to consents for the assignment of that particular Assigned Agreement), to the Assets, and the estoppel certificates referred to in Section 7.1(j) that have been obtained by Sellers; (b) an opinion of Xxxx X. Xxxxxxx III, counsel to Sellers, dated the Closing Date, in substantially the form of Exhibit 8.1(b); (c) a copy of resolutions adopted by of the Board board of Directors directors and, if legally required, shareholders of each Seller and Parent authorizing the execution, delivery and performance of this Agreement and Seller’s Additional Agreementby it, and a certificate of the secretary or an assistant secretary of Seller and Parenteach Seller, dated the Closing Date, stating that such resolutions were duly adopted and are in full force and effect at such date, setting forth the incumbency of each person executing this Agreement or any document required by this Section 8.01, on behalf of Seller and Parenteffect; (bd) the originals (or, to the extent that the originals are not in the possession or under the control of Sellers, copies) of all contracts, leases, agreements, commitments and trademark registrations to be assigned to Buyer under this Agreement; (e) the certificate referred to in Section 7.1(i) of this Agreement; (f) the originals (or, to the extent that the originals are not in the possession or under the control of Sellers, copies) of all Required Consents; (g) documents required to transfer ownership of the Investments to Buyer; (h) bargain and sale deeds with covenants against grantor's acts (the "Deeds"), duly executed and acknowledged by the appropriate Sellers, conveying fee simple title to the Land and Improvements (including fixtures constituting Equipment), subject only to the Permitted Exceptions. The Deeds shall include the express contractual subrogation of Buyer to the rights of the appropriate Seller, if any, as grantee, to enforce any warranties included in the deed or deeds conveying the Land and Improvements to such Seller; (i) an assignment of Sellers' leasehold interest in the Office Leases; (j) the Nashua Sub-lease duly executed by Sequa; (k) an estoppel certificate and consent, if necessary, from the lessors under the Nashua Lease and the Office Leases, in form acceptable to Buyer, stating (i) that the Nashua Lease or appropriate Office Lease, in the form provided by Sellers to Buyer, is unmodified and in full force and effect, (ii) that no default on the part of any Sellers exists under the Nashua Lease or the appropriate Office Lease, (iii) the date through which rent and other charges have been paid under the Nashua Lease or the appropriate Office Lease, and (iv) that the landlord consents to the Nashua Sub-lease; (l) an original counterpart of each of the Real Property Documents, including, without limitation, all amendments, modifications or renewals of any thereof (and any other leases and service contracts approved by Buyer); provided, however, if Sellers do not have in its possession an original counterpart of any of said documents, Sellers shall deliver to Buyer a photostatic copy of said document together with a certification by Sellers to Buyer that said copy is a true and complete copy of the document and that no Seller has further modified or amended said document; (m) an assignment, duly executed by Sellers, assigning to Buyer all assignable guaranties and warranties, issued in connection with the construction, improvement, alteration and repair of the buildings and other improvements constituting the Improvements and the Personalty owned by Sellers, together with the original of each such guaranty and warranty, if available; (n) the original, or copy, of each xxxx for current real estate taxes and assessments, personal property taxes, sewer charges, water charges, and other utilities or other impositions related to the Real Property; (o) an assignment, duly executed by Sellers, assigning to Buyer all of Sellers' right, title and interest to, and possession of, all architectural plans and drawings, engineering plans, drawings and specifications, site plans, surveys, soil tests, floor plan, landscape plans and all other plans and drawings for the Improvements; the original or certified copies of all the permits required to be delivered by Sellers pursuant to this Agreement, certificates or reservations, if any, allocating utility capacity to the property, operating permits and all other permits or certificates issued by any governmental authority or subdivision thereof relating to the use, occupancy or operation of the Real Property; (p) possession of the Real Property; (q) a xxxx of salecertificate, assignment and assumption agreement (in the “Xxxx of Sale”) and trademark and copyright assignments in forms satisfactory to Seller and Purchaserform annexed hereto as Exhibit 8.1(q), dated the Closing Date and duly executed and delivered by SellerSellers as required under Treasury Regulation 1.1445- 2(b)(2)(iii); (cr) a transition services agreement (such documentation as is necessary, in the “Transition Services Agreement”) judgment of Buyer and its counsel, in a form satisfactory order to Seller transfer and Purchaser, dated assign to Buyer the Closing Date and duly executed and delivered by Seller and ParentPermits; and (ds) executed agreements and consents assigning Seller’s rights under those Assumed Contracts identified on Schedule 8.01(d), which agreements shall any document required to be in a form reasonably satisfactory delivered pursuant to Purchaser (“Assumed Contracts Assignments”)Section 4.27 of this Agreement.