Common use of Signing and Delivery Clause in Contracts

Signing and Delivery. 3.1 Upon agreement on the business transfer between the Parties, respective authorized representatives shall sign this Contract on a preliminary basis. 3.2 After preliminary signing of this Contract, neither party shall positively promote or negatively indulge the occurrence or progress of any event with a material negative effect hereto. 3.3 After preliminary signing, both Parties shall respectively report their board of directors and relevant approval authority, and shall formally sign this Contract after obtaining respective approval, the date of which shall be considered as effective date of this Contract. Within thirty (30) days upon preliminary signing, except as delayed by the Parties through consultation, if the Parties fail to formally sign this Contract, the preparation work for formal signing shall automatically terminate, and the preliminary signing will not have any effect upon both Parties. 3.4 The Parties have agreed that September 1, 2009 shall be the closing date. In case of any divergence on delivery between the Parties on the closing date, the Parties may re-determine a new closing date through consultation. If the Parties fail to agree on the new closing date before August 31, the Parties agree to adopt the original closing date. In case of change of delivery conditions before the closing date, either party shall not unreasonably refuse to determine a new closing date. The “Intellectual Property Transfer and License Agreement” shall be signed on the closing date upon confirmation of receipt of the First Installment, and within five working days ASB shall deliver all intellectual property materials and the personnel files of all employees who would have signed the tripartite agreement to Vimicro, which shall be a significant obligation of ASB on the closing date upon completion of payment. The delivery period shall be consecutive twelve (12) working days as of the closing date, during which the Parties must complete the transference and delivery of the ownership of the assets.