definiens: within the meaning of Section 897(c ) of theCode, a properly executed certificate of non - foreign status in a form that complies with Treasury RegulationSection 1.1445 - 2(b)(2 ) and in form reasonably satisfactory to the Buyer ( the ) ; ( 10 ) the officer ’s certificates contemplated by Section 5.2(a ) and ( b ), dated as ofthe Closing Date ; and 13 ( ii ) deliver to the Buyer ( 1 ) all of the Transferred Assets of a tangible nature ( includinginstruments of transfer and conveyance and taking such actions as may be required by applicable Law to effect suchtransfer and control ) and ( 2 ) copies of the Company Required Consents ; and ( iii ) deliver to the Buyer the irrevocable assignment of the iCeutica License from theCompany to the Buyer ( or a designated Affiliate ) duly executed and delivered by the Company and the other parties tothe iCeutica License, in a form reasonably satisfactory to the Buyer