Items to be Delivered. At the Closing: (A) Seller shall deliver to Buyer: (1) such deeds, bills of sale, endorsements, assignments, title transfer documents and other good and sufficient instruments of transfer, conveyance, and assignment satisfactory to Buyer and its counsel as shall be effective to vest in and warrant to Buyer good and marketable title to the Equipment, free and clear of all mortgages, security agreements, pledges, charges, claims, liens, and encumbrances, including, without limitation, the ▇▇▇▇ of sale attached hereto as Exhibit B; (2) all Non-Proprietary manuals, repair and maintenance history documentation and other documents and records pertaining to each item of the Equipment; and (3) the certificate referenced in section 7.1(E); and (B) Buyer shall deliver to Seller the Purchase Price, by wire transfer in accordance with Seller’s written instructions. Simultaneously with delivery of the foregoing, Seller shall take all steps as may be required to put Buyer in actual possession and operating control of the Equipment, Additionally, Buyer will cooperate with the Seller in responding to ongoing Seller customer requests for samples under terms to be negotiated on a case by case basis or until such time the Buyer and Seller agree on terms to license the Sellers Intellectual Property.
Appears in 2 contracts
Sources: Equipment Purchase Agreement, Equipment Purchase Agreement (Oak Ridge Micro-Energy Inc)