Common use of Post-Closing Obligations and Other Agreements Clause in Contracts

Post-Closing Obligations and Other Agreements. (a) Within forty five (45) days from the Closing Date, the Seller shall deliver to the Buyer a copyright assignment agreement, in form and substance satisfactory to the Buyer and duly executed by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, transferring to the Buyer all of his right, title and interest in and to the copyright “EyeLock Logo” with registration No. VAu001167958. (b) Within three (3) Business Days subsequent to the Closing Date, a member of the Board of Directors of Seller or a Person authorized by the Board of Directors of Seller shall deliver a certificate to the Buyer certifying as to initiation of wire transfers to each and every Person of any portion of the Purchase Price proceeds or of any of the amounts which the parties hereto contemplate will be paid in connection with the transactions contemplated hereby, directly or indirectly, including the name of the payee and the amount paid to such payee; provided, that such certificate shall not certify any payments or wire transfers of Purchase Price Proceeds made by the Buyer on the Closing Date. The Seller shall promptly provide to the Buyer any confirmations it may receive in connection with its wire transfers of Purchase Price Proceeds, and it will use commercially reasonable efforts to promptly obtain confirmation of all such payments or wire transfers. (c) Notwithstanding anything herein to the contrary, the Parties acknowledge and agree that Seller shall be deemed not to be in breach of any representation, warranty, covenant, agreement or other obligation of Seller pursuant to any Transaction Document, the LLC Agreement, or any other agreements, certificates and documents relating thereto, as a result of the Cash Payment being made by the Buyer on any date after the Closing Date, and the parties further acknowledge and agree that the Closing Date shall be September 1, 2015, but the parties also acknowledge and agree that certain of their respective obligations have been or will be performed on September 2, 2015. 14. Section 7.02(j) - shall be deleted in its entirety, and in lieu thereof, the following shall be inserted: