Additional Closing Deliveries. (a) At the Non-License Transfer and the Closing, as applicable, the Company shall deliver to Purchaser:
(i) a duly executed counterpart of the Xxxx of Sale, Assignment and Assumption Agreement substantially in the form set forth in Exhibit A hereto (the "XXXX OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT");
(ii) at the Closing only, a duly executed counterpart of the Assignment of FCC Licenses, substantially in the form set forth in Exhibit B hereto (the "ASSIGNMENT OF FCC LICENSES");
(iii) instruments of assignment with respect to all of the Company's rights and interests in the Leased Property and special warranty deeds (of a type equivalent to that known in New York as a "bargain and sale deed with covenants against grantor's actions") with respect to all of the Company's rights and interests in the Real Property, in recordable form sufficient to convey to Purchaser all of the Company's rights and interests or rights and interest in the Leased Property and the Real Property acquired by the Company from Gannett pursuant to the Gannett Purchase Agreement;
(iv) an owner's affidavit, gap indemnity and such other customary documents and certificates as may be reasonably required by Purchaser's title insurance company with respect to Purchaser's title insurance of the Real Property and any Leased Property;
(v) evidence reasonably satisfactory to Purchaser that the third-party insurance policies listed in Section 3.9 of the Disclosure Schedule are in full force and effect with respect to the period prior to the Transfer Date (together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements, as reasonably requested by Purchaser, in favor of Purchaser);
(vi) a certificate, dated as of the Transfer Date, executed on behalf of the Company by the Company's duly authorized officers that, except as disclosed in Section 3.8 of the Disclosure Schedule (or otherwise disclosed pursuant to such certificate) (a) there are no Actions against the Company or, to the Company's knowledge, Gannett relating to the Business or the Assets pending, or, to the Company's Knowledge, threatened to be brought by or before any Governmental Authority, and (b) neither the Company nor, to the Company's Knowledge, Gannett is subject to any Governmental Orders (nor, are there any such Governmental Orders threatened to be imposed by any Governmental Authority) relating to the Business or the Assets;
(vii) domain name transfer agreements in form and substa...
Additional Closing Deliveries. Administrative Agent shall have received the following on or before the date of the Initial Advance in form and substance satisfactory to Administrative Agent:
(i) Evidence of the insurance required under Section 7.01 hereof;
(ii) An ALTA survey of the Land certified in a manner acceptable to Administrative Agent and which includes an appropriate professional seal (the “Survey”);
(iii) An Appraisal, satisfactory to Administrative Agent;
(iv) With respect to each of (1) Borrower, (2) Facility Lessee, (3) each Guarantor (other than the hospital parent of each member of the Consortium), (4) the Borrower Managing Member, (5) the Borrower Profit Participant, (6) Contractor, (7) Architect, (8) Proton System Supplier, (9) Facility Lessee Manager, and (10) the Consortium, a certificate of a secretary or assistant secretary or comparable officer of such Person certifying as to (x) the organizational documents for such Person, (y) the authorizing resolutions of such Person and (z) incumbency and specimen signatures of signatories for such Person, together with (A) a copy of the organizational documents for such Person, each certified by the Secretary of State of the state of its formation as of a recent date, (B) certificates of good standing and authority to do business as a foreign entity, as applicable, as of a recent date for such Person from such Secretary of State and from the Secretary of State of any such foreign jurisdiction, as applicable;
(v) A copy of the Contract of Sale, together with all Exhibits thereto, and the related closing statement, certified as true, correct and complete by Borrower;
(vi) Evidence indicating whether the Land is located within a one hundred year flood plain or identified as a special flood hazard area as defined by the Federal Emergency Management Agency, and, if so, a flood notification form signed by Borrower and evidence that flood insurance is in place for the building and contents, all in form and substance satisfactory to Administrative Agent;
(vii) An environmental report or reports with respect to the Land prepared by an environmental consultant acceptable to Administrative Agent and which report or reports indicate that there has been no change in the condition of the Land from that described in the Report;
(viii) Evidence indicating compliance by the Improvements with applicable zoning requirements (without requirement for a variance) and the Contract of Sale, including an opinion of counsel regarding zoning in form a...
Additional Closing Deliveries. At each Closing, the Company shall deliver or cause to be delivered to the Investor the following (the“Company Deliverables”):
(i) The legal opinion of Company Counsel, in substantially the form of Exhibit C hereto, addressed to the Investor;
(ii) The Certificate of Incorporation of the Company, together with all amendments thereto, certified by the Secretary of State of the State of Delaware as of a date not more than five Business Days prior to the Closing Date;
(iii) Copies of each of the following documents, in each case certified by the Secretary of the Company to be in full force and effect on the Closing Date:
(A) resolutions of the board of directors of the Company approving the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby;
(B) the By-laws of the Company; and
(C) irrevocable instructions to the Company’s transfer agent as to the reservation and issuance of the Conversion Shares and the Warrant Shares; and
(iv) A good standing certificate of the Company issued by the Secretary of State of the State of Delaware dated as of a date no earlier than five Business Days prior to the Closing Date.
Additional Closing Deliveries. At the Closing, the Company shall deliver or cause to be delivered to the Investor the following (the “Company Deliverables”):
(i) Irrevocable instructions to the Company’s transfer agent as to the reservation and issuance of the Warrant Shares; and
(ii) A good standing certificate of the Company issued by the Secretary of State of the State of Delaware dated as of a recent date.
Additional Closing Deliveries. The receipt by Administrative Agent of each of the documents, agreements, instruments and other deliveries set forth in the closing agenda attached hereto as Exhibit A, in each case, duly executed and delivered, as applicable, and in form and substance satisfactory to Administrative Agent, except for such deliveries that Administrative Agent has otherwise acknowledged may be delivered after the First Amendment Effective Date pursuant to a written agreement;
Additional Closing Deliveries. At the Closing, the parties shall make, execute, acknowledge and deliver, or cause to be made, executed, acknowledged and delivered through the Attorney in Fact, such additional legal documents and other items to which it is a party or for which it is otherwise responsible as are necessary to carry out the intention of this Agreement and the other transactions contemplated to take place in connection therewith.
Additional Closing Deliveries. From time to time following the Closing, at the reasonable request of Aeglea or Immedica, such other Party shall execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be necessary to assure (a) to Immedica and its successors and assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Immedica under this Agreement and the other Instruments, and (b) to the Parties and their respective Affiliates, and their respective successors and assigns, the assumption of the Liabilities intended to be assumed by Immedica under this Agreement and the other Instruments, and to otherwise make effective the Transaction.
Additional Closing Deliveries. The following new Section 14.2.20 shall be added to the Original Agreement immediately after Section 14.2.19.
Additional Closing Deliveries. At the Closing, the Company shall deliver or cause to be delivered to each Investor the following (the “Company Deliverables”):
(i) The legal opinion of Company Counsel, in substantially the form of Exhibit C hereto, addressed to each Investor;
(ii) The Certificate of Incorporation of the Company, together with all amendments thereto, certified by the Secretary of State of the State of Delaware as of a recent date;
(iii) Copies of each of the following documents, in each case certified by the Secretary of the Company to be in full force and effect on the Closing Date:
(A) resolutions of the board of directors of the Company approving the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby;
(B) the Bylaws of the Company; and
(C) irrevocable instructions to the Company’s transfer agent as to the reservation and issuance of the Warrant Shares; and
(iv) A good standing certificate of the Company issued by the Secretary of State of the State of Delaware dated as of a recent date.
Additional Closing Deliveries. At the Closing:
(a) The Company shall deliver to Purchaser:
(i) a duly executed counterpart of the Xxxx of Sale, Assignment and Assumption Agreement substantially in the form set forth in Exhibit A hereto (the "Xxxx of Sale, Assignment and Assumption Agreement");
(ii) instruments of assignment with respect to all of the Company's rights and interests in real property leases and special warranty deeds (of a type equivalent to that known in New York as a "bargain and sale deed with covenants against grantor's actions") in recordable form sufficient to convey to Purchaser all of the Company's rights and interests or rights and interest in the Real Property acquired by the Company from Gannett pursuant to the Gannett Purchase Agreement;
(iii) a duly executed counterpart of the Adjustment Escrow Agreement and the Security Escrow Agreement;
(iv) all other instruments of conveyance and transfer sufficient to convey the Assets to Purchaser; and
(v) all other documents, instruments and writings consistent with the terms of this Agreement and required to be delivered by the Company at or prior to the Closing Date pursuant to this Agreement.
(b) Purchaser shall deliver to Company:
(i) the Purchase Price in accordance with Section 2.1 hereof;
(ii) a duly executed counterpart of the Xxxx of Sale, Assignment and Assumption Agreement; and
(iii) all other documents, instruments and writings required to be delivered by Purchaser at or prior to the Closing Date pursuant to this Agreement.
