Common use of Transmittal Clause in Contracts

Transmittal. Within fourteen (14) calendar days following the later of the Effective Date or the date Purchaser receives a Transmitted Copy of this Agreement executed by Seller, Seller will send to Purchaser the items identified on EXHIBIT D (the "INITIAL DELIVERABLES"). Seller acknowledges and agrees that Purchaser may reasonably request, within fourteen (14) business days following delivery to the Purchaser of the Initial Deliverables, and Seller will promptly deliver to Purchaser, additional documents based on Purchaser's review of the Initial Deliverables (such additional documents and the Initial Deliverables are, collectively, the "DELIVERABLES"), and that as a result of Purchaser's review, the lists of Patents on EXHIBITS A and B and the list of Abandoned Assets on EXHIBIT C, may be revised by Purchaser, with prior mutual agreement of Seller (evidenced by one or more Executed Assignments), before the Closing to conform these lists to the definition of Patents (and these revisions may therefore require the inclusion of additional provisional patent applications, patent applications, and patents on EXHIBIT A and B or EXHIBIT C). If originals of the Deliverables are not available and delivered to Purchaser prior to Closing, Seller will cause such originals of the Deliverables to be sent to Purchaser or Purchaser's representative promptly if and after such originals are located.

Transmittal. Within fourteen twenty (1420) calendar days following the later of the Effective Date or the date Purchaser receives a Transmitted Copy of this Agreement executed by Seller, Seller will send to Purchaser the items identified on EXHIBIT D Executed Assignments, the List of Prosecution Counsel, the Docket, the Patent History Files as they exist at the time, and all other files and original documents (including, without limitation, Letters Patent, assignments, and other documents necessary to establish that Seller’s representations and warranties of Section 6 are true and correct) in Seller’s possession reasonably relating to the "INITIAL DELIVERABLES"Patents and/or the Abandoned Assets (“Initial Deliverables”). Seller acknowledges and agrees that Purchaser may reasonably request, within fourteen (14) business days following delivery to the Purchaser of the Initial Deliverables, and Seller will promptly deliver to Purchaserdeliver, additional documents based on Purchaser's ’s review of the Initial Deliverables (such additional documents and the Initial Deliverables are, collectively, the "DELIVERABLES"“Deliverables”), and that as a result of Purchaser's ’s review, the lists of Patents Live Assets on EXHIBITS Exhibits A and B and the list of Abandoned Assets on EXHIBIT Exhibit C, may be revised by Purchaser, with prior mutual agreement of Seller (evidenced by one or more Executed Assignments), and Purchaser before the Closing to conform these lists to the definition of Patents (and these revisions may therefore require the inclusion of additional provisional patent applications, patent applications, and patents on EXHIBIT Exhibit A and or B or EXHIBIT Cboth). If originals To the extent any of the Deliverables Live Assets are not available and delivered to Purchaser prior to Closingremoved for any reason, Seller will cause such originals the payment in paragraph 3.4 may be reduced by mutual agreement of the Deliverables to be sent to Purchaser or Purchaser's representative promptly if and after such originals are locatedparties.

Transmittal. Within fourteen twenty (1420) calendar days following the later of the Effective Date or the date Purchaser receives a Transmitted Copy of this Agreement executed by Seller, Seller will send to Purchaser Purchaser, or its legal counsel, as directed by Purchaser, the items identified on EXHIBIT Exhibit D (the "INITIAL DELIVERABLES"“Initial Deliverables”); provided, however, the Common Interest Agreement will not be required to be executed on behalf of the Seller If there are no pending patent applications included in the Patents. Seller acknowledges and agrees that Purchaser purchaser may reasonably request, within fourteen (14) business days following delivery to the Purchaser of the Initial Deliverables, and Seller will use commercially reasonable efforts to promptly deliver to Purchaser or its legal counsel, as directed by Purchaser, additional documents based on Purchaser's ’s review of the Initial Deliverables (such additional documents and the Initial Deliverables are, collectively, the "DELIVERABLES"“Deliverables”), and that as a result of Purchaser's ’s review, the lists of Patents Live Assets on EXHIBITS A Exhibits A, B-1 and B B-2 and the list of Abandoned Assets on EXHIBIT Exhibit C, may be revised by Purchaser, with prior mutual agreement of Seller (evidenced by one or more Executed Assignments), both before and after the Closing to conform these lists to the definition of Patents (and these revisions may therefore require the inclusion of additional provisional patent applications, patent applications, and patents on EXHIBIT A Exhibit A, B-1 and B B-2 or EXHIBIT Exhibit C). If originals of the Deliverables are not available and delivered to Purchaser prior to Closing, Seller will cause (i) such originals of the Deliverables to be sent to Purchaser or Purchaser's ’s representative promptly if and after such originals are locatedlocated and (ii) Seller will deliver to Purchaser a declaration, executed under penalty of perjury, detailing Seller’s efforts to locate such unavailable original documents and details regarding how delivered copies were obtained.

Transmittal. Within fourteen twenty (1420) calendar days following the later of the Effective Date or the date Purchaser receives a Transmitted Copy of this Agreement executed by Seller, Seller will send to Purchaser Purchaser’s legal counsel the items identified on EXHIBIT D Executed Assignment, the List of Prosecution Counsel, the Docket, the Patent History Files as they exist at the time, and all other files and original documents (including, without limitation, Letters Patent, assignments, and other documents necessary to establish that Seller’s representations and warranties of Section 6 are true and correct) in Seller’s possession reasonably relating to the "INITIAL DELIVERABLES"Patents (“Initial Deliverables”). Seller acknowledges and agrees that Purchaser may reasonably request, within fourteen (14) business days following delivery to the Purchaser of the Initial Deliverables, and Seller will promptly deliver to Purchaser’s legal counsel, additional documents based on Purchaser's ’s review of the Initial Deliverables (such additional documents and the Initial Deliverables are, collectively, the "DELIVERABLES"“Deliverables”), and that as a result of Purchaser's ’s review, the lists of Patents on EXHIBITS Exhibits A and B and the list of Abandoned Assets on EXHIBIT CB, may be revised by Purchaser, with prior mutual agreement of Seller (evidenced by one or more Executed Assignments), and Purchaser before the Closing to conform these lists to the definition of Patents (and these revisions may therefore require the inclusion of additional provisional patent applications, patent applications, and patents on EXHIBIT Exhibit A and or B or EXHIBIT Cboth). If originals To the extent any of the Deliverables Patents are not available and delivered to Purchaser prior to Closingremoved for any reason, Seller will cause such originals the payment in paragraph 3.4 may be reduced by mutual agreement of the Deliverables to be sent to Purchaser or Purchaser's representative promptly if and after such originals are locatedparties.