Common use of Seller’s Deliveries at Closing Clause in Contracts

Seller’s Deliveries at Closing. On the Closing Date the Seller shall execute and deliver or cause to be executed and delivered to the Buyer: (a) the Xxxx of Sale substantially in the form set forth in Exhibit 1.4(a) hereto; (b) an Assignment and Assumption Agreement substantially in the form set forth in Exhibit 1.4(b) hereto; (c) an Assignment of Patents substantially in the form set forth in Exhibit 1.4(c) hereto; (d) an Assignment of Trademarks substantially in the form set forth in Exhibit 1.4(d) attached hereto; (e) a Disclaimer of Ownership substantially in the form set forth in Exhibit 1.4(e) executed by such parties as Buyer requests; (f) a Statement of Disclosure substantially in the form set forth in Exhibit 1.4(f); and (g) any other instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary to vest in Buyer the sole right, title and interest in and to the Acquired Assets set forth herein, including without limitation the written consents and confirmations set forth in Section 4.1. The Xxxx of Sale, the Assignment and Assumption Agreement, the Assignment of Patents, and the Assignment of Trademarks, as executed and delivered by the Seller are herein collectively referred to as the “Seller Transaction Documents.” All tangible assets included in the Acquired Assets shall be delivered by Seller to Buyer to one or more locations specified by the Buyer and title and risk of loss shall pass to Buyer on the Closing Date. Seller shall provide Buyer with reasonable assistance in arranging for the shipment of tangible Acquired Assets to one or more locations specified by the Buyer.

Seller’s Deliveries at Closing. On the Closing Date the Seller shall execute and deliver or cause to be executed and delivered to the Buyer: Buyer (a) the Xxxx of Sale substantially in the form set forth in Exhibit 1.4(a1.5(a) hereto; , (b) an Assignment and Assumption Agreement substantially in the form set forth in Exhibit 1.4(b1.5(b) hereto; , (c) an Assignment of Patents substantially in the form set forth in Exhibit 1.4(c1.5(c) hereto; , (d) an Assignment of Trademarks substantially in the form set forth in Exhibit 1.4(d1.5(d) attached hereto; , (e) a Disclaimer of Ownership substantially in the form set forth in Exhibit 1.4(e) executed by such parties as Buyer requests; (f) a Statement of Disclosure substantially in the form set forth in Exhibit 1.4(f); and (g) any other instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary to vest in Buyer the sole right, title and interest in and to the Acquired Assets set forth herein, including without limitation the written consents and confirmations set forth in Section 4.1, and (f) the Registration Rights Agreement (the form of which is attached hereto as Exhibit 1.5(f). (The Xxxx of Sale, the Assignment and Assumption Agreement, the Assignment of Patents, and the Assignment of Trademarks, and the Registration Rights Agreement as executed and delivered by the Seller are herein collectively referred to as the “Seller Transaction Documents.” ”) All tangible assets included in the Acquired Assets shall be delivered by Seller to Buyer to one or more locations specified by the Buyer Buyer, and title and risk of loss shall pass to Buyer on the Closing Date. Seller shall provide Buyer with reasonable assistance in arranging for the shipment of tangible Acquired Assets to one or more locations specified by the Buyer.

Seller’s Deliveries at Closing. On the Closing Date the Seller shall execute and deliver or cause to be executed and delivered to the Buyer: Buyer (a) the Xxxx Bill of Sale substantially in the form set forth in Exhibit 1.4(a1.5(a) hereto; , (b) an xx Assignment and Assumption Agreement substantially in the form set forth in Exhibit 1.4(b1.5(b) hereto; , and (c) an Assignment of Patents substantially in the form set forth in Exhibit 1.4(c1.5(c) hereto; (d) an Assignment of Trademarks substantially in the form set forth in Exhibit 1.4(d) attached hereto; (e) a Disclaimer of Ownership substantially in the form set forth in Exhibit 1.4(e) executed by , and such parties as Buyer requests; (f) a Statement of Disclosure substantially in the form set forth in Exhibit 1.4(f); and (g) any other instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary to vest in Buyer the sole right, title and interest in and to the Acquired Assets set forth herein. In addition to the foregoing conveyance documents, including without limitation the written consents and confirmations set forth Seller has previously delivered to the Buyer on the Effective Date the ICN Amendment (as defined in Section 4.13.1.4). (The Xxxx Bill of Sale, the Assignment and Assumption Agreement, the Assignment Assixxxxnt of Patents, and the Assignment of Trademarks, ICN Amendment as executed and delivered by the Seller are herein collectively referred to as the “"Seller Transaction Documents.” ") All tangible assets included in the Acquired Assets shall be delivered by Seller to Buyer to one or more locations specified by the Buyer Seller, and title and risk of loss shall pass pass, to Buyer on the Closing DateDate where such assets are then located. The Seller will identify to the Buyer any location at which tangible Acquired Assets are located on the Closing Date and the Seller shall provide Buyer with reasonable assistance in arranging for the shipment of tangible Acquired Assets to one or more locations specified by the Buyer.