Buyer Documents. At the Closing, Buyer shall deliver to Seller any and all documents required to satisfy the conditions set forth in Section 8 of this Agreement and any other closing documents reasonably requested by Seller.
Buyer Documents. Rapiscan shall not be bound by the terms or conditions of any purchase order, order confirmation, acceptance or other instrument issued by Buyer (each, a “Buyer Document”), unless such Buyer Document is counter-signed by an authorized employee of Rapiscan. Rapiscan’s performance under this Agreement shall not, under any circumstances, be deemed Rapiscan’s acceptance of any of the terms or conditions contained in a Buyer Document. If Buyer issues a Buyer Document to procure the Parts or Services described in a Rapiscan Sale Document, then such issuance shall be deemed to constitute Buyer’s acceptance of the terms and conditions of this Agreement, but all other terms and conditions contained in the Buyer Document shall be of no force or effect and shall not be deemed to supersede, replace, modify, augment, enhance, delete, remove, amend or otherwise alter any of the terms and conditions of this Agreement. Acceptance of or payment for any of the Parts or Services shall also be deemed to constitute Buyer’s acceptance of all of the terms and conditions of this Agreement.
Buyer Documents. At Closing, Buyer shall deliver or cause to be delivered to Seller:
(a) the Purchase Price in accordance with Section 1.4 hereof;
(b) a good standing certificate issued by the Secretary of State of Buyer’s jurisdiction of formation;
(c) certified copies of all corporate or other resolutions necessary to authorize the execution, delivery and performance of this Agreement, including the consummation of the transactions contemplated hereby;
(d) the certificate described in Section 6.1(c);
(e) assignments of FCC authorizations assigning the FCC Licenses from Seller and the High Plains Entities, as applicable, to Buyer in substantially the forms attached hereto as Exhibit B, duly executed by Buyer;
(f) assignments and assumptions of contracts assuming the Purchased Contracts in substantially the form attached hereto as Exhibit C, duly executed by Buyer;
(g) assignments and assumptions of leases assuming the Real Property Leases in substantially the form attached hereto as Exhibit D, duly executed by Buyer;
(h) joint written instructions of Seller and Buyer to the Escrow Agent instructing the Escrow Agent to release the Deposit Escrow Fund and all Earnings thereon to Seller; and
(i) the Unwind Agreement, if applicable under Section 1.8.
Buyer Documents. At Closing, Buyer shall deliver or cause to be delivered to Seller:
(i) the Purchase Price in accordance with Section 1.5 hereof;
(ii) good standing certificates issued by the Secretary of State of Buyer’s jurisdiction of formation;
(iii) certified copies of resolutions authorizing the execution, delivery and performance of this Agreement, including the consummation of the transactions contemplated hereby;
(iv) the certificate described in Section 6.1(c);
(v) an assignment and assumption of contracts assuming the Station Contracts;
(vi) an assignment and assumption of leases assuming the Real Property Leases (if any);
(vii) domain name transfers assuming the Stations’ domain names listed on Schedule 1.1(e) (if any);
(viii) the agreements in the form of Exhibit 1.3 hereto, if applicable, and any agreements required in connection therewith; and
(ix) such other documents and instruments of assumption that may be necessary to assume the Assumed Obligations.
Buyer Documents. At Closing, Buyer shall deliver or cause to be delivered to Seller: hereof;
(i) the Purchase Price in accordance with Sections 1.4 and 2.14 (ii) a good standing certificate issued by the Secretary of State of Buyer’s jurisdiction of formation;
Buyer Documents. (a) The Buyer’s organizational documents are in the form provided to the Seller. The copy of the minute books of the Buyer provided to the Seller contains minutes of all meetings of directors and stockholders and all actions by written consent without a meeting by the directors and stockholders since the date of incorporation and accurately reflects in all material respects all actions by the directors (and any committee of directors) and stockholders with respect to all transactions referred to in such minutes.
(b) The certificate of incorporation and bylaws of each of the Buyer’s Subsidiaries are in the form provided to the Seller. The copy of the minute books of the Buyer’s Subsidiaries provided to the Seller contains minutes of all meetings of directors and stockholders and all actions by written consent without a meeting by the directors and stockholders since the date of incorporation of each such Subsidiary and accurately reflects in all material respects all actions by the directors (and any committee of directors) and stockholders with respect to all transactions referred to in such minutes.
Buyer Documents. Such certificates, instruments or documents as Sellers may reasonably request in order to effect and document the transactions contemplated hereby.
Buyer Documents. At Closing, Buyer shall deliver or cause to be delivered to Seller:
(i) the Purchase Price in accordance with Section 1.5 hereof;
(ii) good standing certificates issued by the Secretary of State of Buyer’s jurisdiction of formation;
(iii) certified copies of: certificates of formation and constituent agreements of Buyer; resolutions authorizing the execution, delivery and performance of this Agreement, including the consummation of the transactions contemplated hereby; and incumbency and specimen signatures of officers of Buyer executing the transaction documents certified by the secretary of Buyer;
(iv) the certificate described in Section 6.1(c);
(v) an assignment and assumption of contracts assuming the Station Contracts in the form attached as Exhibit A hereto;
(vi) an assignment and assumption of leases assuming the Real Property Leases in the form attached as Exhibit A hereto;
(vii) domain name transfers assuming the Station’s domain names listed on Schedule 1.1
Buyer Documents. This Agreement, the General Assignment, the LLC Interest Assignment, the Land Contract Assignment, the Interconnection Rights Assignment, Escrow Agreement, and each other agreement, document or instrument to be executed and delivered by Buyer in connection herewith.
