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.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Lin Tv Corp), Asset Purchase Agreement (Emmis Communications Corp), Asset Purchase Agreement (Emmis Communications Corp)
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;
(ix) the LMA; and
(ixx) such other documents and instruments of assumption that may be necessary to assume the Assumed Obligations.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Journal Communications Inc), Asset Purchase Agreement (Emmis Communications Corp)