Common use of Seller Closing Deliveries Clause in Contracts

Seller Closing Deliveries. Seller shall duly execute and/or deliver to Buyer at the Closing: (a) a xxxx of sale in the form attached hereto as Exhibit A (the “Xxxx of Sale”), duly executed by Seller; (b) an assignment and assumption agreement, dated the Closing Date, in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”), duly executed by Seller; (c) a patent assignment agreement in the form attached as Exhibit C (the “Patent Assignment”), duly executed by Seller; (d) a trademark assignment agreement in the form attached as Exhibit D (the “Trademark Assignment”), duly executed by Seller; (e) a written release in the form attached as Exhibit E, duly executed by Seller, mutually releasing the Stockholders Representatives and Seller from any and all claims and obligations under the ForSight Agreement, which shall be automatically effective upon the Closing hereof and subject to customary terms and conditions. (f) such notices, consents and agreements as may be necessary or appropriate in order to complete the transactions contemplated hereby and assign to Buyer all rights and benefits under the Assumed Contracts; provided that Seller shall not be required to take any action that cannot be taken using commercially reasonable efforts; provided, further, that Seller shall not be required to incur any out-of-pocket expenses unless Buyer agrees to reimburse Seller therefor; and (g) Notwithstanding anything herein the contrary, the failure by Seller to obtain the consent of any third party to the assignment of any Assumed Contract prior to Closing shall not be a breach of Seller’s obligations under this Section 1.9, but Seller shall comply with its obligations under Section 4.6(d).

Seller Closing Deliveries. Seller shall duly execute and/or deliver to Buyer at the Closing: (a) a xxxx of sale in the form attached hereto as Exhibit A (the “Xxxx of Sale”), duly executed by Seller; (b) an assignment and assumption agreement, dated the Closing Date, in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”), duly executed by Seller; (c) a patent assignment agreement in the form attached as Exhibit C (the “Patent Assignment”), duly executed by Seller; (d) a trademark assignment agreement in the form attached as Exhibit D (the “Trademark Assignment”), duly executed by Seller; (e) a written release in the form attached as Exhibit E, duly executed by Seller, mutually releasing the Stockholders Representatives and Seller from any and all claims and obligations under the ForSight Agreement, which shall be automatically effective upon the Closing hereof and subject to customary terms and conditions. (f) such notices, consents and agreements as may be necessary or appropriate in order to complete the transactions contemplated hereby and assign to Buyer all rights and benefits under the Assumed Contracts; provided that Seller shall not be required to take any action that cannot be taken using commercially reasonable efforts; provided, further, that Seller shall not be required to incur any out-of-pocket expenses unless Buyer agrees to reimburse Seller therefor; and (gf) Notwithstanding anything herein the contrary, the failure by Seller to obtain the consent of any third party to the assignment of any Assumed Contract prior to Closing shall not be a breach of Seller’s obligations under this Section 1.91.7, but Seller shall comply with its obligations under Section 4.6(d5.6(d).

Seller Closing Deliveries. At Closing, Seller shall duly execute and/or deliver or cause to Buyer at the Closingbe delivered to Buyer: (a) a xxxx The Xxxx of sale in the form attached hereto as Exhibit A Sale and General Assignment Agreement (the “Xxxx of SaleSale and Assignment and Assumption Agreement”)) attached hereto as Exhibit F, duly executed by Seller; (b) an assignment and assumption agreement, dated the Closing Date, in the form The Trademark assignment(s) attached hereto as Exhibit B (the “Assignment and Assumption Agreement”)G, duly executed by Seller; (c) a patent assignment agreement in the form The Patent Rights assignment(s) attached hereto as Exhibit C (the “Patent Assignment”)H, duly executed by Seller; (d) a trademark assignment agreement in the form The Domain Name assignment(s) attached hereto as Exhibit D (the “Trademark Assignment”)I, duly executed by Seller; (e) a written release in the form attached Such other specific instruments of sale, transfer, conveyance and assignment as Exhibit E, duly executed by Seller, mutually releasing the Stockholders Representatives and Seller from any and all claims and obligations under the ForSight Agreement, which shall be automatically effective upon the Closing hereof and subject to customary terms and conditions.Buyer may reasonably request; (f) such noticesSuch other certificates, consents and agreements as may be instruments or documents required pursuant to the provisions of this Agreement or otherwise reasonably necessary or appropriate to transfer the Purchased Assets in order to complete accordance with the terms hereof and consummate the transactions contemplated hereby hereunder, and assign to vest in Buyer full and complete title to the Purchased Assets, free and clear of all rights and benefits under the Assumed Contracts; provided that Seller shall not be required to take any action that cannot be taken using commercially reasonable efforts; provided, further, that Seller shall not be required to incur any out-of-pocket expenses unless Buyer agrees to reimburse Seller thereforEncumbrances; (g) The Inventory; and (gh) Notwithstanding anything herein the contrary, the failure by Seller to obtain the consent of any third party to the assignment of any Assumed Contract prior to Closing shall not be a breach of Seller’s obligations under this Section 1.9, but Seller shall comply with its obligations under Section 4.6(d)NDA.

Seller Closing Deliveries. Seller shall duly execute and/or deliver to Buyer at the Closing: (a) a xxxx of sale in the form attached hereto as Exhibit A (the “Xxxx of Sale”), duly executed by Seller; (b) an assignment and assumption agreement, dated the Closing Date, in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”), duly executed by Seller; (c) a patent assignment agreement in the form attached as Exhibit C (the “Patent Assignment”), duly executed by Seller; (d) a trademark assignment agreement in the form attached as Exhibit D (the “Trademark Assignment”), duly executed by Seller; (e) a written release [***] in the form attached as Exhibit E, duly executed by Seller, mutually releasing the Stockholders Representatives and Seller from any and all claims and obligations under the ForSight Agreement[***], which shall be automatically effective upon the Closing hereof and subject to customary terms and conditions. (f) such notices, consents and agreements as may be necessary or appropriate in order to complete the transactions contemplated hereby and assign to Buyer all rights and benefits under the Assumed Contracts; provided that Seller shall not be required to take any action that cannot be taken using commercially reasonable efforts; provided, further, that Seller shall not be required to incur any out-of-pocket expenses unless Buyer agrees to reimburse Seller therefor; and (g) Notwithstanding anything herein the contrary, the failure by Seller to obtain the consent of any third party to the assignment of any Assumed Contract prior to Closing shall not be a breach of Seller’s obligations under this Section 1.9, but Seller shall comply with its obligations under Section 4.6(d).