Instruments and Possession. To effect the transfers referred to in Section 2.1, the Company and the Principals shall have executed and delivered to QDL: (i) a ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit C, conveying in the aggregate all personal property included in the Acquired Assets; (ii) an Assignment and Assumption of Lease, with respect to each of the Real Property Leases (other than the Existing Master Lease), which shall be in a form reasonably satisfactory to QDL; and a duly executed certificate from an authorized officer of the Company certifying that all rents due from the Company under each Real Property Lease has been paid as of the Closing Date and that no defaults exist under any of the Real Property Leases as of the Closing Date; (iii) an Assignment and Assumption of Lease, with respect to each Non- Real Estate Lease in a form reasonably satisfactory to QDL; (iv) assignments, in form and substance satisfactory to QDL, of all Intellectual Property Rights, in recordable form to the extent necessary to assign such rights; (v) to the extent in written or other deliverable form and not previously delivered, all copies of Intellectual Property or other secret, proprietary or confidential information included in the Acquired Assets; (vi) evidence of the name change of the Company required by Section 6.12, which evidence shall be reasonably satisfactory to QDL; (vii) all cash and cash equivalents of the Company; 39 (viii) other than the Excluded Assets, all Books and Records of the Company (QDL shall be granted access to such Books and Records immediately after Closing); (ix) such keys, lock and safe combinations and other similar items as QDL shall require to obtain full occupation, possession and control of the Company's facilities and Business; (x) such changes relating to the bank accounts and safe deposit boxes of the Company as are being transferred to QDL and which QDL shall have requested by notice to the Company at least five (5) business days prior to the Closing Date; (xi) such other instruments as shall be reasonably requested by QDL to vest in QDL good and valid title in and to the Acquired Assets in accordance with the provisions hereof; and (xii) such other certificates, documents, instruments and agreements as Questron shall deem necessary in its reasonable discretion in order to effectuate the transactions contemplated herein, in form and substance reasonably satisfactory to Questron.
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Instruments and Possession. To effect the transfers referred to in Section 2.1, the Company and the Principals Shareholders shall have executed obtained and/or executed, as applicable, and delivered to QDL:
(i) a ▇▇▇▇ of sale, substantially in any required consents from landlords under the form attached hereto as Exhibit C, conveying in the aggregate all personal property included in the Acquired AssetsReal Property Leases;
(ii) an Assignment and Assumption of Lease, with respect to each of the Real Property Leases (other than the Existing Master Lease)Leases, which shall be in a form reasonably satisfactory to QDL; and a duly executed certificate from an authorized officer of the Company certifying that all rents due from the Company under each Real Property Lease has been paid as of the Closing Date and that no defaults exist under any of the Real Property Leases as of the Closing Date;
(iii) an Assignment and Assumption of Lease, with respect to each Non- Non-Real Estate Lease in a form reasonably satisfactory to QDL;
(iv) assignments, in form and substance satisfactory to QDL, of all Intellectual Property Rights, in recordable form to the extent necessary to assign such rights;
(v) to the extent in written or other deliverable form and not previously delivered, all copies of Intellectual Property or other secret, proprietary or confidential information included in the Acquired Assetsconfidential;
(vi) evidence of the name change of the Company required by Section 6.12, which evidence shall be reasonably satisfactory to QDL;
(viiv) all cash and cash equivalents of the Company; 39Company and any subsidiary;
(viiivi) other than the Excluded Assets, all Books and Records of the Company and any subsidiary (QDL shall be granted access to such Books and Records immediately after Closing);
(ixvii) such keys, lock and safe combinations and other similar items as QDL shall require to obtain full occupation, possession and control of the Company's and any subsidiary's facilities and Business;
(xviii) such changes relating to the bank accounts and safe deposit boxes of the Company and any Subsidiary as are being transferred to QDL and which QDL shall have requested by notice to the Company at least five (5) business days prior to the Closing Date;
(xi) such other instruments as shall be reasonably requested by QDL to vest in QDL good and valid title in and to the Acquired Assets in accordance with the provisions hereof; and
(xiiix) such other certificates, documents, instruments and agreements as Questron shall deem necessary in its reasonable discretion in order to effectuate the transactions contemplated herein, in form and substance reasonably satisfactory to Questron.
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Instruments and Possession. To effect the transfers referred to in Section 2.1, the Company and the Principals Shareholders shall have executed and delivered to QDL:
(i) a ▇▇▇▇ bill of sale, substantially in the form attached hereto as here▇▇ ▇s Exhibit CB, conveying in the aggregate all personal property included in the Acquired Assets;
(ii) an Assignment and Assumption of Lease, with respect to each of the Real Property Leases (other than Leases; an estoppel certificate from the Existing Master landlord for each Real Property Lease), which shall be in a form reasonably satisfactory to QDL; and a duly executed certificate from an authorized officer of the Company certifying that all rents due from the Company under each Real Property Lease has been paid as of the Closing Date and that no defaults exist under any of the Real Property Leases as of the Closing Date;.
(iii) an Assignment and Assumption of Lease, with respect to each Non- Non-Real Estate Lease in a form reasonably satisfactory to QDL;
(iv) deeds in favor of QDL for each parcel of Owned Real Property, in forms reasonably satisfactory to QDL;
(v) assignments, in form and substance satisfactory to QDL, of all Intellectual Property Rights, in recordable form to the extent necessary to assign such rights;
(vvi) to the extent in written or other deliverable form and not previously delivered, all copies of Intellectual Property or other secret, proprietary or confidential information included in the Acquired Assets;
(vivii) evidence of the name change of the Company required by Section 6.126.13, which evidence shall be reasonably satisfactory to QDL;
(viiviii) all cash and cash equivalents of the Company; 39;
(viiiix) other than the Excluded Assets, all Books and Records of the Company (QDL shall be granted access to such Books and Records immediately after Closing)Company;
(ixx) such keys, lock and safe combinations and other similar items as QDL shall require to obtain full occupation, possession and control of the Company's facilities and Business;
(xxi) such changes relating to the bank accounts and safe deposit boxes of the Company as are being transferred to QDL and which QDL shall have requested by notice to the Company at least five (5) business days prior to the Closing Date;
(xixii) such other instruments as shall be reasonably requested by QDL to vest in QDL good and valid title in and to the Acquired Assets in accordance with the provisions hereof; and
(xiixiii) such other certificates, documents, instruments and agreements as Questron shall deem necessary in its reasonable discretion in order to effectuate the transactions contemplated herein, in form and substance reasonably satisfactory to Questron.
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