Instruments of Transfer; Further Assurances. (a) At the Closing, Seller shall deliver to Buyer: (i) An assignment of each Asset, in form and substance satisfactory to Buyer; (ii) An agreement not-to-compete, substantially in the form of Exhibit B attached hereto; and (iii) Such other instrument or instruments of transfer as shall be necessary or appropriate, as Buyer shall reasonably request, to vest in Buyer good and marketable title to the Assets. (b) At the Closing, Buyer shall deliver to Seller: (i) A Note, substantially in the form of Exhibit attached hereto; and (ii) Such other instrument or instruments as shall be necessary or appropriate, as Seller shall reasonably request.
Appears in 2 contracts
Sources: Asset Purchase Agreement (California Software Corp), Asset Purchase Agreement (California Software Corp)
Instruments of Transfer; Further Assurances. (a) At the Closing, Seller shall deliver to Buyer:
(i) An assignment of each Asset, in form and substance satisfactory to Buyer;
(ii) An agreement not-to-compete, substantially in the form of Exhibit B attached hereto; and
(iii) Such other instrument or instruments of transfer as shall be necessary or appropriate, as Buyer shall reasonably request, to vest in Buyer good and marketable title to the Assets.
(b) At the Closing, Buyer shall deliver to Seller:
(i) A Note, substantially in 333,334 shares of the form Common Stock of Exhibit attached heretothe Buyer; and
(ii) Such other instrument or instruments as shall be necessary or appropriate, as Seller shall reasonably request.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Dialpoint Communications Corp)