definiens: means, ( a ) in the case of U.S. Field Instrument Inventory described in clauses ( a ) and ( c ) of thedefinition thereof, Seller delivering, or causing such U.S. Distributor or such other third party to deliver, such U.S. FieldInstrument Inventory ( in a reasonably orderly and organized fashion ) to Buyer or its designee on the Principal ClosingDate ( which could include such product remaining at a U.S. Distributor if Buyer elects to enter into a transitionalarrangement with such U.S. Distributor in accordance with Section 7.12 ) or ( b ) in the case of U.S. Field InstrumentInventory described in clause ( b ) of the definition thereof, Seller confirming in writing to Buyer on the Principal ClosingDate the existence of the U.S. Field Instrument Inventory at such hospital, surgical facility or other customer, providingto Buyer the amount and name and location of any such customer - located inventory, with such confirmation beingdeemed sufficient for Seller to have delivered such assets as Transferred Assets to Buyer on the Principal Closing Date forall purposes of this Agreement