and complete payment of the licenses granted in this Agreement, the parties have made the payment described in the Distribution Agreement as set forth in the Distribution Agreement. (e) Each party shall notify the other party of any involuntary attachment or other judicial process affecting the Licensed Materials. ARTICLE V THE CLOSING Section 5.1. Equifax Deliverables. On or before the Distribution Date, and effective as of the Closing Date, Equifax will, and/or will cause each member of the Equifax Group to, deliver to Certegy each of the following: (a) Duly executed assignment and assumption agreements necessary for the assignment and transfer to, and the assumption by Certegy of, the Transferred Equifax Assets and Transferred Equifax Third Party Agreements; (b) Duly executed assignment and assumption agreements necessary for the assignment and transfer to, and the assumption by Equifax of, the Equifax Liabilities; and (c) Such other agreements, leases, documents or instruments as the parties may agree are necessary or desirable in order to achieve the purposes of this Agreement. Section 5.2. Certegy Deliverables. On the Closing Date, Certegy will, and/or will cause each member of the Certegy Group to, deliver to Equifax each of the following: (a) Duly executed assignment and assumption agreements necessary for the assignment and transfer to, and the assumption by Equifax of, the Transferred Certegy Assets and the Transferred Certegy Third Party Agreements; (b) Duly executed assignment and assumption agreements necessary for the assignment and transfer to, and the assumption by Certegy of, the Certegy Liabilities; and (c) Such other agreements, documents or instruments as the parties may agree are necessary or desirable in order to achieve the purposes of this Agreement. 20 ARTICLE VI REPRESENTATIONS AND WARRANTIES Except as expressly set forth in this Agreement or any Related Agreement, neither any member of the Equifax Group,