definiens: within the meaning of Code section 1445, in substantially the form attached to thisAgreement as Exhibit F ; ( j ) an opinion letter of Kelley Drye & Warren LLP ; ( k ) access to the Purchased Assets that are in the possession or control of Seller ( and to theextent existing in physical or electronic form ), to assume possession and control thereof ; ( l ) a letter agreement, in the form attached to this Agreement as Exhibit L, executed by eachparty thereto ; ( m ) a blanket letter from Seller to each vendor, supplier or manufacturer of the Productauthorizing and directing each such Person to disclose Business Confidential Information in the possession of suchPerson to Purchaser, in substantially the form attached to this Agreement as Exhibit I ( the ) ; and ( n ) a properly completed and duly executed IRS Form W-9 establishing that Seller is exemptfrom backup withholding