Transmittal Review Closing Conditions and Payment. 3.1 Transmittal. Within ten (10) calendar days following the Effective Date, Seller will send to Purchaser, to the extent they have them, the Assignment Agreements, the List of Prosecution Counsel, the Prosecution History Files, and all other files and original documents (including, without limitation, Letters Patents, assignments, and other documents necessary to establish that Seller’s representations and warranties of Section 6 are true and correct) relating to the Patents and the Abandoned Assets, including, without limitation, all prosecution files for pending patent applications included in the Patents, and all files relating to the issued Patents (“Initial Deliverables”). Seller acknowledges that Purchaser may request additional documents based on Purchaser’s review of the Initial Deliverables (such additional documents and the Initial Deliverables are, collectively, the “Deliverables”), and that as a result of Purchaser’s review, the Live Assets listed on Exhibits A and B and the Abandoned Assets listed on Exhibit C, may be revised by Purchaser both before and after the Closing to conform to the Patents (and may include additional patents and patent applications).
Transmittal Review Closing Conditions and Payment. 3.1 Transmittal. Within twenty (20) calendar days following the later of the Effective Date or the date Purchaser receives a Transmitted Copy of this Agreement executed by Seller, Seller will send to Purchaser, or its legal counsel, the items identified on Exhibit D (the “Initial Deliverables”); provided, however, the Common Interest Agreement will not be required to be executed on behalf of the Seller if there are no pending patent applications included in the Patents. Seller acknowledges and agrees that Purchaser may request, and Seller will promptly deliver to Purchaser or its legal counsel, as directed by Purchaser, additional documents based on Purchaser’s review of the Initial Deliverables (such additional documents and the Initial Deliverables are, collectively, the “Deliverables”), and that as a result of Purchaser’s review, the lists of Live Assets on Exhibits A and B and the list of Abandoned Assets on Exhibit C, may be revised by Purchaser, with mutual agreement of Seller (evidenced by one or more Executed Assignments), both before and after the Closing to conform these lists to the definition of Patents (and these revisions may therefore require the inclusion of additional provisional patent applications, patent applications, and patents on Exhibit A and B or Exhibit C). To the extent any of the Live Assets are removed for any reason, the payment in paragraph 3.4 may be reduced by mutual agreement of the parties. If originals of the Deliverables are not available and delivered to Purchaser prior to Closing, Seller will cause (i) such originals of the Deliverables to be sent to Purchaser or Purchaser’s representative promptly if and after such originals are located and (ii) Seller will deliver to Purchaser a declaration, executed under penalty of perjury, detailing Seller’s efforts to locate such unavailable original documents and details regarding how delivered copies were obtained.
Transmittal Review Closing Conditions and Payment
