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

Seller’s Deliveries at the Closing. At the Closing, Seller and the Canadian Subsidiary shall deliver or cause to be delivered to Purchaser the following: (a) a Xxxx of Sale executed by Seller and the Canadian Subsidiary; (b) the Technology Cross License executed by Seller (or the purchaser of the Non-North America Business, if applicable, pursuant to Section 6.9(a)); (c) such further bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary under applicable Law to vest in Purchaser all right, title and interest in, to and under the Transferred Assets and to evidence Purchaser’s assumption of the Assumed Liabilities; (d) an affidavit of Seller stating, under penalties of perjury, Seller’s taxpayer identification number and that Seller is not a foreign person in accordance with Section 1445(b)(2) of the Code and the Treasury Regulations promulgated thereunder; (e) an affidavit of the Canadian Subsidiary certifying, under penalties of perjury, the Canadian Subsidiary’s name, address and identifying number, and that none of the Transferred Assets sold or otherwise transferred by the Canadian Subsidiary to Purchaser (or to an Affiliate of Purchaser) in connection with this Agreement is a “United States real property interest,” within the meaning of Section 897(c) of the Code; (f) the certificates contemplated by Section 8.2(b); (g) short-form assignment agreements, in a form reasonably acceptable to Purchaser and suitable for recordation with applicable Governmental Authorities, executed by an authorized representative of Seller, Canadian Subsidiary and the Seller Subsidiary, as applicable, that assign the North America Intellectual Property to Purchaser; (h) a list of all due dates in Seller’s and its Subsidiaries’ ordinary course of business for filing with any Governmental Authority any documents necessary to secure, maintain and enforce Purchaser’s rights in and to the Copyrights, Patents, and Trademarks included in the Transferred Assets, which due dates occur within ninety (90) days after the Closing Date (the “Government Authority Fee Schedule”); (i) a duly executed and properly completed Form GST44, “Election Concerning the Acquisition of a Business or Part of a Business” (or any successor form thereto), pursuant to which the Canadian Subsidiary and Purchaser jointly elect under Section 167 of the Excise Tax Act (Canada) to have subsection 167(1.1) apply to the purchase and sale of the Transferred Assets of the Canadian Subsidiary; (j) for each of Seller and the Canadian Subsidiary, a valid and current Workplace Safety and Insurance Board Purchase or Clearance Certificate or the written equivalent in respect of the business that confirms all of its workers compensation accounts are in good standing; and (k) for each of Seller and the Canadian Subsidiary, a valid and current Workplace Safety and Insurance Board Clearance Certificate or the written equivalent for each contractor and subcontractor of Seller and the Canadian Subsidiary relating to the North America Business that confirms all workers compensation accounts are in good standing.

Seller’s Deliveries at the Closing. At the Closing, Seller and the Canadian Subsidiary shall deliver or cause to be delivered to Purchaser each Purchaser, as applicable, the following: (a) a Xxxx Bills of Sale executed by Seller (i.e., one for the benefit of Purchaser 1, one for the benefit of the India Entity and one for the Canadian Subsidiarybenefit of the Cayman Islands Entity); (b) the Technology Cross License executed by Seller such further Bills of Sale (or the purchaser of the Non-North America Businessa Delivery Note, if as applicable, pursuant to Section 6.9(a)); (c) such further bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary under applicable Applicable Law to vest in each Purchaser all right, title and interest in, to and under the applicable Transferred Assets and to evidence Purchaser’s assumption of the Assumed LiabilitiesAssets; (dc) an affidavit of Seller stating, under penalties of perjury, Seller’s taxpayer identification number and that Seller is not a foreign person in accordance with Section 1445(b)(2) of the Code and the Treasury Regulations promulgated thereunder; (ed) an affidavit of the Canadian Subsidiary certifying, under penalties of perjury, the Canadian Subsidiary’s name, address and identifying number, and that none of the Transferred Assets sold or otherwise transferred by the Canadian Subsidiary to Purchaser (or to an Affiliate of Purchaser) in connection with this Agreement is a “United States real property interest,” within the meaning of Section 897(c) of the Code; (f) the certificates contemplated by Section 8.2(b); (g) short-form assignment agreements, in a form reasonably acceptable to the applicable Purchaser and suitable for recordation with applicable Governmental Authorities, executed by an authorized representative of Seller, Canadian Subsidiary and the Seller Subsidiarythat assigns or transfers, as applicablethe case may be, that assign the North America relevant Sale Business Intellectual Property and Sale Business Technology to the applicable Purchaser; (he) a list of all due dates in Seller’s and its Subsidiaries’ ordinary course Ordinary Course of business Business for filing with any Governmental Authority any documents necessary to secure, maintain and enforce each Purchaser’s respective rights in and to the Copyrights, Patents, and Trademarks included in the Transferred AssetsSale Business Intellectual Property, which due dates occur within ninety (90) days after the Closing Date Date; (f) to (i) each Purchaser an executed signature page to the Escrow Agreement in the form attached hereto as Exhibit A; (ii) Purchaser 1 an executed signature page to (A) the Purchaser 1 License Agreement in the form attached hereto as Exhibit B and (B) the Transition Services Agreement in the form attached hereto as Exhibit D (the “Government Authority Fee ScheduleTransition Services Agreement”) and (iii) the India Entity an executed signature page to (A) the Purchaser 2 License Agreement in the form attached hereto as Exhibit C and (B) the mutual release in the form attached hereto as Exhibit E (the “Mutual Release”); (g) each Key Employee, as set forth on Schedule 2.7(g) (the “Key Employees”) executed offer letters from the relevant Purchaser listed thereon, in the forms attached hereto as Exhibit F (as applicable); (h) a legal opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, legal counsel to Seller, a copy of which is attached as Exhibit G; (i) a duly executed certificate from the Corporate Secretary of Seller having attached thereto a true and properly completed Form GST44, “Election Concerning the Acquisition of a Business or Part of a Business” (or any successor form thereto), pursuant to which the Canadian Subsidiary and Purchaser jointly elect under Section 167 complete copy of the Excise Tax Act (Canada) to have subsection 167(1.1) apply to resolutions adopted by the purchase Seller Board authorizing the transactions contemplated and sale a certificate from the corporate secretary of the Transferred Assets Indian Subsidiary having attached thereto a true and complete copy of the Canadian Subsidiaryresolutions adopted by the Indian Subsidiary Board of Directors authorizing the transactions contemplated; (j) for each of Seller all instruments and documents necessary to release any and all (if any) Liens (except Permitted Liens) on the Canadian SubsidiaryTransferred Assets, a valid and current Workplace Safety and Insurance Board Purchase or Clearance Certificate or the written equivalent in respect of the business that confirms all of its workers compensation accounts are in good standingincluding appropriate UCC financing statement amendments (termination statements); and (k) for each of Seller and the Canadian Subsidiary, a valid and current Workplace Safety and Insurance Board Clearance Certificate or the written equivalent for each contractor and subcontractor of Seller and the Canadian Subsidiary relating those consents to the North America Business that confirms all workers compensation accounts are in good standingassignment executed by Third Parties under certain Assigned Contracts as set forth on Schedule 2.7(k).

Seller’s Deliveries at the Closing. At the Closing, Seller and the Canadian Netherlands Subsidiary shall deliver or cause to be delivered to Purchaser the following: (a) a Xxxx of Sale executed by Seller and the Canadian Netherlands Subsidiary; (b) the Technology Cross License executed by Seller (or the purchaser of the Non-North America Business, if applicable, pursuant to Section 6.9(a)); (c) such further bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary under applicable Law to vest in Purchaser all right, title and interest in, to and under the Transferred Assets and to evidence Purchaser’s assumption of the Assumed Liabilities; (dc) an affidavit of Seller stating, under penalties of perjury, Seller’s taxpayer identification number and that Seller is not a foreign person in accordance with Section 1445(b)(2) of the Code and the Treasury Regulations promulgated thereunder; (e) an affidavit of the Canadian Subsidiary certifying, under penalties of perjury, the Canadian Subsidiary’s name, address and identifying number, and that none of the Transferred Assets sold or otherwise transferred by the Canadian Subsidiary to Purchaser (or to an Affiliate of Purchaser) in connection with this Agreement is a “United States real property interest,” within the meaning of Section 897(c) of the Code; (fd) the certificates contemplated by Section 8.2(b); (ge) short-form assignment agreements, in a form reasonably acceptable to Purchaser and suitable for recordation with applicable Governmental Authorities, executed by an authorized representative of Seller, Canadian Subsidiary Seller and the Seller Netherlands Subsidiary, as applicable, that assign the Non-North America Intellectual Property to Purchaser: (f) the financial statements required by Section 8.2(e); (g) the Required Consents set forth in Section 8.2(f); (h) the Trademark License Agreement substantially in the form attached hereto as Exhibit A (the “Trademark License Agreement”) executed by Seller; and (i) a list of all due dates in Seller’s and its Subsidiaries’ the Netherlands Subsidiary ordinary course of business for filing with any Governmental Authority any documents necessary to secure, maintain and enforce Purchaser’s rights in and to the Copyrights, Patents, and Trademarks included in the Transferred Assets, which due dates occur within ninety (90) days after the Closing Date (the “Government Authority Fee Schedule”); (i) a duly executed and properly completed Form GST44, “Election Concerning the Acquisition of a Business or Part of a Business” (or any successor form thereto), pursuant to which the Canadian Subsidiary and Purchaser jointly elect under Section 167 of the Excise Tax Act (Canada) to have subsection 167(1.1) apply to the purchase and sale of the Transferred Assets of the Canadian Subsidiary; (j) for each of Seller and the Canadian Subsidiary, a valid and current Workplace Safety and Insurance Board Purchase or Clearance Certificate or the written equivalent in respect of the business that confirms all of its workers compensation accounts are in good standing; and (k) for each of Seller and the Canadian Subsidiary, a valid and current Workplace Safety and Insurance Board Clearance Certificate or the written equivalent for each contractor and subcontractor of Seller and the Canadian Subsidiary relating to the North America Business that confirms all workers compensation accounts are in good standing.

Seller’s Deliveries at the Closing. At the Closing, Seller and the Canadian Netherlands Subsidiary shall deliver or cause to be delivered to Purchaser the following: (a) a Xxxx of Sale executed by Seller and the Canadian Netherlands Subsidiary; (b) the Technology Cross License executed by Seller (or the purchaser of the Non-North America Business, if applicable, pursuant to Section 6.9(a)); (c) such further bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary under applicable Law to vest in Purchaser all right, title and interest in, to and under the Transferred Assets and to evidence Purchaser’s 's assumption of the Assumed Liabilities; (dc) an affidavit of Seller stating, under penalties of perjury, Seller’s 's taxpayer identification number and that Seller is not a foreign person in accordance with Section 1445(b)(2) of the Code and the Treasury Regulations promulgated thereunder; (e) an affidavit of the Canadian Subsidiary certifying, under penalties of perjury, the Canadian Subsidiary’s name, address and identifying number, and that none of the Transferred Assets sold or otherwise transferred by the Canadian Subsidiary to Purchaser (or to an Affiliate of Purchaser) in connection with this Agreement is a “United States real property interest,” within the meaning of Section 897(c) of the Code; (fd) the certificates contemplated by Section 8.2(b); (ge) short-form assignment agreements, in a form reasonably acceptable to Purchaser and suitable for recordation with applicable Governmental Authorities, executed by an authorized representative of Seller, Canadian Subsidiary Seller and the Seller Netherlands Subsidiary, as applicable, that assign the Non-North America Intellectual Property to Purchaser: (f) the financial statements required by Section 8.2(e); (g) the Required Consents set forth in Section 8.2(f); (h) the Trademark License Agreement substantially in the form attached hereto as Exhibit A (the "Trademark License Agreement") executed by Seller; and (i) a list of all due dates in Seller’s 's and its Subsidiaries’ the Netherlands Subsidiary ordinary course of business for filing with any Governmental Authority any documents necessary to secure, maintain and enforce Purchaser’s 's rights in and to the Copyrights, Patents, and Trademarks included in the Transferred Assets, which due dates occur within ninety (90) days after the Closing Date (the “"Government Authority Fee Schedule”"); (i) a duly executed and properly completed Form GST44, “Election Concerning the Acquisition of a Business or Part of a Business” (or any successor form thereto), pursuant to which the Canadian Subsidiary and Purchaser jointly elect under Section 167 of the Excise Tax Act (Canada) to have subsection 167(1.1) apply to the purchase and sale of the Transferred Assets of the Canadian Subsidiary; (j) for each of Seller and the Canadian Subsidiary, a valid and current Workplace Safety and Insurance Board Purchase or Clearance Certificate or the written equivalent in respect of the business that confirms all of its workers compensation accounts are in good standing; and (k) for each of Seller and the Canadian Subsidiary, a valid and current Workplace Safety and Insurance Board Clearance Certificate or the written equivalent for each contractor and subcontractor of Seller and the Canadian Subsidiary relating to the North America Business that confirms all workers compensation accounts are in good standing.