Common use of Buyer Documents Clause in Contracts

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: (ai) the Purchase Price in accordance with Section 1.4 hereofhereof less the Indemnity Escrow Deposit; (bii) a good standing certificate issued by the Secretary of State of Buyer’s jurisdiction of formation; (ciii) 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; (div) the certificate described in Section 6.1(c); (ev) assignments of FCC authorizations assigning the FCC Licenses from Seller an assignment 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 assumption of contracts assuming the Purchased Station Contracts in substantially the form attached hereto as Exhibit C, duly executed by Buyer; (gvi) assignments an assignment and assumptions assumption of leases assuming the Real Property Leases in substantially the form attached hereto as Exhibit D, duly executed by Buyer; (hvii) joint written instructions an assignment of trademark license agreement from Seller to Buyer in substantially the form attached hereto as Exhibit I; (viii) such other documents and instruments of assumption that may be necessary or that Seller may reasonably request to evidence the assumption by Buyer to of the Assumed Obligations; (ix) the Indemnity Escrow Agent instructing the Escrow Agent to release the Deposit Escrow Fund and all Earnings thereon to SellerAgreement; and (ix) the Unwind Agreement, if applicable under Section 1.8.

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 an assignment of FCC authorizations assigning the FCC Licenses from Seller and the High Plains Entities, as applicable, to Buyer in substantially the forms form attached hereto to the Nexstar Agreement as Exhibit B, duly executed by Buyer; (f) assignments an assignment and assumptions assumption of contracts assuming the Purchased Contracts in substantially the form attached hereto to the Nexstar Agreement as Exhibit C, duly executed by Buyer; (g) assignments an assignment and assumptions assumption of leases assuming the Real Property Leases in substantially the form for Seller attached hereto to the Nexstar Agreement 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 SellerSchurz and Sellers: (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 of Buyer 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)) and a certificate as to the incumbency and signatures of the officers of Buyer executing this Agreement or any other agreement contemplated by this Agreement; (e) assignments of FCC authorizations assigning the FCC Licenses from the applicable 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 lease agreements, duly executed by Buyer and reflecting the terms set forth on Exhibit I and otherwise including commercially reasonable terms mutually acceptable to Seller and Buyer to the Escrow Agent instructing the Escrow Agent to release the Deposit Escrow Fund and all Earnings thereon to Seller; andBuyer; (i) the Unwind Indemnity Escrow Agreement, if applicable under Section 1.8duly executed by Buyer; and (j) assignments and assumptions assuming any other Assumed Obligations in a form reasonably acceptable to Schurz and the Sellers.

Buyer Documents. At Closing, Buyer shall deliver or cause to be delivered to Seller:to (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 Granite and Buyer to the Escrow Agent instructing the Escrow Agent to release transfer the Deposit Escrow Fund to the Indemnity Escrow and to disburse all Earnings thereon to SellerBuyer; (i) the Indemnity Escrow Agreement, duly executed by Buyer; and (ij) the Unwind Agreement, if applicable under Section 1.81.9.