Instruments and Possession. To effect the sale and transfer referred to in Section 2.1 hereof, Seller will, at the Closing, execute and deliver to Buyer: (i) one or more bills of sale, in the form attached hereto as Exhibit C, conveying in the aggregate all of Seller’s owned personal property included in the Assets; (ii) subject to Sections 6.11 and 9.2, Assignments of Lease in the form attached hereto as Exhibit D with respect to the Leases; (iii) subject to Sections 6.11 and 9.2, Assignments of Contract Rights, each in the form of Exhibit E attached hereto, with respect to the Contract Rights; (iv) Assignments of Patents, Trademarks and other Proprietary Rights (including an assignment of all of Seller’s rights, title and interest to the name Shellcase, and all variations thereof) each in the form attached hereto as Exhibit F, in recordable form to the extent necessary to assign such rights; (v) Indemnification Escrow Agreement in the form attached hereto as Exhibit I; (vi) License and Services Agreement in the form attached hereto as Exhibit J; (vii) such other instruments as shall be reasonably requested by Buyer to vest in Buyer title in and to the Assets in accordance with the provisions hereof.
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Sources: Asset Purchase Agreement (Tessera Technologies Inc)
Instruments and Possession. To effect the sale and transfer referred to in Section 2.1 hereof, Seller will, at the Closing, execute and deliver to Buyer:
(i) one or more bills of sale, in the form attached hereto as Exhibit C, conveying in the aggregate all of Seller’s 's owned personal property included in the Purchased Assets;
(ii) subject to Sections 6.11 and Section 9.2, Assignments of Lease in the form attached hereto as Exhibit D with respect to the Leases;
(iii) subject to Sections 6.11 and Section 9.2, Assignments of Contract Rights, each in the form of Exhibit E attached hereto, with respect to the Contract Rights;
(iv) Assignments of Patents, Trademarks and other Proprietary Rights (including an assignment of all of Seller’s 's rights, title and interest to the name Shellcase, "Turf Partners," and all variations thereof) each in the form attached hereto as Exhibit F), a schedule of which shall be provided at Closing, in recordable form to the extent necessary to assign such rights;
(v) Indemnification Escrow Agreement in all cash and cash equivalents of the form attached hereto as Exhibit I;Business; and
(vi) License and Services Agreement in the form attached hereto as Exhibit J;
(vii) such other instruments as shall be reasonably requested by Buyer to vest in Buyer title in and to the Purchased Assets in accordance with the provisions hereof.
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Instruments and Possession. To effect the sale and transfer of -------------------------- Assets referred to in Section 2.1 1.3 hereof, Seller the Company will, at the Closing, execute and deliver to BuyerHDA:
(i) one or more bills Bills of saleSale, in the form attached hereto as Exhibit CA, conveying in the aggregate all of Seller’s owned the personal property owned by the Company included in the Assets;
(ii) subject to Sections 6.11 and 9.2Section 8.2, Assignments of Lease in the form attached hereto as Exhibit D B with respect to the Leases;
(iii) subject to Sections 6.11 and 9.2Section 8.2, Assignments of Contract Rights, each Rights in the form of attached hereto as Exhibit E attached hereto, C with respect to the Contract Rightsthose contracts which HDA shall assume;
(iv) subject to Section 8.2, Assignments of Patents, Patents and Trademarks and other Proprietary Rights (including an assignment of all of Seller’s rights, title and interest of the Company to the name Shellcase, "Connecticut Driveshaft" and all variations thereof) each in the form attached hereto as Exhibit FD, in recordable form to the extent necessary to assign such rights;; and
(v) Indemnification Escrow Agreement in the form attached hereto as Exhibit I;
(vi) License and Services Agreement in the form attached hereto as Exhibit J;
(vii) such other instruments as shall be reasonably requested by Buyer HDA to vest in Buyer HDA title in and to the Assets in accordance with the provisions hereof.
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