Common use of Contemporaneous Effectiveness Clause in Contracts

Contemporaneous Effectiveness. (a) All acts and deliveries prescribed by this Article 7, with respect to the Closing (but not the Real Estate Closing), regardless of chronological sequence, will be deemed to occur contemporaneously and simultaneously on the occurrence of the last act or delivery, and none of such acts or deliveries will be effective until the last of the same has occurred. (b) On the Real Estate Closing Date, Seller shall, or shall cause a Subsidiary to, deliver to Buyer or a Buyer Designee the following: (i) the executed Real Estate Deed; Agere Systems Proprietary (ii) all consents, waivers or approvals, including, without limitation, the Required Consents, theretofore required to be obtained by Seller with respect to the sale of the Transferred Premises; (iii) a certificate of an appropriate officer of Seller, dated the Real Estate Closing Date, certifying to the best of his or her knowledge the fulfillment of the conditions set forth in Sections 8.2(a) and (b) with respect to the Transferred Premises, and a certificate of an Assistant Secretary of Seller, dated the Real Estate Closing Date, in customary form; (iv) all such other bills of sale, assignments and other instruments of assignment, transfer or conveyance as Buyer or a Buyer Designee may reasonably request or as may be otherwise necessary to evidence and effect the sale, transfer, assignment, conveyance and delivery of the Transferred Premises to Buyer or a Buyer Designee or and to put Buyer or a Buyer Designee in actual possession or control of the Transferred Premises; and (v) an affidavit by Seller and each Subsidiary, dated the Real Estate Closing Date and in a form acceptable to Buyer, stating under penalty of perjury, the transferor's name, taxpayer identification number, address and that the transferor is not a foreign person, pursuant to Section 1445(b)(2) of the Code and the Treasury Regulations thereunder; and (c) On the Real Estate Closing Date, Buyer shall, or shall cause a Buyer Designee to, execute and deliver to Seller or a Subsidiary the following:

Contemporaneous Effectiveness. (a) All acts and deliveries prescribed by this Article 7, with respect to the Closing (but not the Real Estate Closing), regardless of chronological sequence, will be deemed to occur contemporaneously and simultaneously on the occurrence of the last act or delivery, and none of such acts or deliveries will be effective until the last of the same has occurred. (b) On the Real Estate Closing Date, Seller shall, or shall cause a Subsidiary to, deliver to Buyer or a Buyer Designee the following: (i) the executed Real Estate Deed; Agere Systems Proprietary; (ii) all consents, waivers or approvals, including, without limitation, the Required Consents, theretofore required to be obtained by Seller with respect to the sale of the Transferred Premises; (iii) a certificate of an appropriate officer of Seller, dated the Real Estate Closing Date, certifying to the best of his or her knowledge the fulfillment of the conditions set forth in Sections 8.2(a) and (b) with respect to the Transferred Premises, and a certificate of an Assistant Secretary of Seller, dated the Real Estate Closing Date, in customary form; (iv) all such other bills of sale, assignments and other instruments of assignment, transfer or conveyance as Buyer or a Buyer Designee may reasonably request or as may be otherwise necessary to evidence and effect the sale, transfer, assignment, conveyance and delivery of the Transferred Premises to Buyer or a Buyer Designee or and to put Buyer or a Buyer Designee in actual possession or control of the Transferred Premises; and (v) an affidavit by Seller and each Subsidiary, dated the Real Estate Closing Date and in a form acceptable to Buyer, stating under penalty of perjury, the transferor's ’s name, taxpayer identification number, address and that the transferor is not a foreign person, pursuant to Section 1445(b)(2) of the Code and the Treasury Regulations thereunder; and (c) On the Real Estate Closing Date, Buyer shall, or shall cause a Buyer Designee to, execute and deliver to Seller or a Subsidiary the following: (i) the portion of the Purchase Price equal to $5,000,000 allocable to the Transferred Premises; and (ii) a certificate of an appropriate officer of Buyer, dated the Real Estate Closing Date, certifying to the best of his or her knowledge the fulfillment of the conditions set forth in Sections 8.3(a) and (b) with respect to the Transferred Premises, and a certificate of an Assistant Secretary of Buyer, dated the Real Estate Closing Date, in customary form.