By Seller to Buyer. In connection with the Closing and recordation of the Deed, Seller shall deliver or cause to be delivered to Buyer the following items:
By Seller to Buyer. At the Closing, Seller shall deliver the following items to Buyer, each properly executed and dated as of the Closing Date by Seller and in form and substance reasonably acceptable to Buyer: (i) the Assignment and Assumption Agreement, (ii) the Xxxx of Sale, (iii) the Improvements Deed, (iv) the License and Binder Purchase Supply Agreement, (v) the O&M Agreement, (vi) estoppel certificates as required by Section 6.9,
By Seller to Buyer. At the Closing, Seller shall deliver, or cause to be delivered, to Buyer the following items, each properly executed and dated as of the Closing Date:
(i) Copies of the Governing Instruments and Authorizing Documents of each of Seller and the Seller Guarantor, certified by an appropriate officer, partner, manager, member or other representative of each of Seller or Seller Guarantor, as the case may be;
(ii) Copies of the Governing Instruments of the Company certified by an appropriate officer, partner, manager, member or other representative of the Company or Seller;
(iii) The certificate required pursuant to Section 6.1(d) hereof;
(iv) A statement, in the form set forth in Treasury Regulationss. 1.1445-2(b)(2) and made under penalties of perjury by Seller, that (among other things) Seller is not a foreign person;
(v) An IRS Form W-9 completed by Seller;
(vi) An Assignment and Assumption Agreement with respect to the Interest, duly executed by Seller in substantially the form of Exhibit 2.4(a)(vi) attached hereto;
(vii) An Assignment and Assumption Agreement with respect to the Venture Management Agreement, duly executed by LPO, in substantially the form of Exhibit 2.4(a)(vii) attached hereto; and
(viii) A Transition Services Agreement, duly executed by Seller, in the form of Exhibit 6.1(m).
By Seller to Buyer. If the Closing occurs, Seller shall indemnify and hold harmless Buyer, its officers, directors, agents, employees, consultants, advisers, and attorneys from any and all claims, based on any Laws whatsoever, for Losses incurred or sustained by such party, directly or indirectly, as a result of, in connection with or arising out of (i) any material inaccuracy in or material breach of any representation or warranty of Seller contained in this Agreement, any Ancillary Agreement to which Seller is a signatory, or in any certificate, instrument, or other document delivered by Seller pursuant to this Agreement or any such Ancillary Agreement; (ii) any failure by Seller to perform in any material respect or comply in any material respect with any covenant applicable to it contained in this Agreement, in any Ancillary Agreement, or in any certificate, instrument, or other document executed and delivered by Seller pursuant to this Agreement or any Ancillary Agreement to which Seller is a signatory; or (iii) any Excluded Assets or Excluded Liabilities.
By Seller to Buyer. At Closing, Seller shall deliver or cause to be delivered to Buyer the following items, each (where applicable) properly executed and dated as of the Closing Date by all parties thereto (other than Buyer) and in form and substance reasonably satisfactory to Buyer: the Xxxx of Sale; the Assignment and Assumption Agreement; Seller’s Secretary’s Certificate; Seller’s Officer’s Certificate; the joinder to the Operating Agreement; the Joint Marketing Agreement; and a recordable special warranty deed, in customary form, conveying fee simple title to the Real Property to Buyer.
By Seller to Buyer. At the Closing, in addition to an undivided 50% interest in the Assets, Seller shall deliver the following items to Buyer, each properly executed and dated as of the Closing Date by Seller and in form and substance reasonably acceptable to Buyer:
(i) all Required Consents applicable to Seller in its own capacity and to Seller in its capacities as a member and manager of ETG,
(ii) a certificate of the corporate secretary of Seller as to such matters as may reasonably be requested by Buyer, and
(iii) all Transaction Documents.
By Seller to Buyer. Seller shall give Buyer and its counsel, accountants, investment bankers, potential lenders and other authorized representatives reasonable access during normal business hours throughout the period prior to the Closing Date, to all of the Station's and such Seller's (to the extent relevant to the transactions contemplated hereby) books, records (including all employee files), agreements, reports, and other documents and all of the Broadcasting Assets to be acquired hereunder and shall furnish Buyer, its counsel, accountants, engineers, investment bankers, potential lenders and other authorized representatives during such period with all information concerning the affairs of such Seller and the Station as they may reasonably request in order to enable Buyer to make such examinations and investigations thereof as it shall deem necessary, and Seller will make appropriate officers, employees, attorneys, agents and accountants available to discuss with Buyer and its representatives such aspects of the business and operations of the Station and Seller as Buyer may reasonably require.
By Seller to Buyer. At the Closing, Seller delivered, or caused to be delivered, to Buyer the following items, each properly executed and dated as of the Closing Date:
(i) a certificate of the corporate secretary of Seller Parent certifying as to (x) the charter and bylaws of each of Seller, Seller Parent and Seller Affiliate, and (y) the approval of the board of directors of Seller Parent approving the transactions contemplated by this Agreement;
(ii) Buyer shall have received certificates executed by an officer of Seller and an officer of Seller Parent in form satisfactory to counsel for Buyer, certifying fulfillment of the matters referred to in paragraphs (b) through (d) of Section 5.1;
(iii) a statement, in the form set forth in Treasury Regulation § 1.1445-2(b)(2) and made under penalties of perjury by Seller, that (among other things) Seller is not a foreign Person;
(iv) the Assignment and Assumption Agreement in the form of Exhibit A hereto;
(v) the Xxxx of Sale in the form of Exhibit B hereto;
(vi) the Landlord Consent in the form of Exhibit C hereto;
(vii) the Lease Assignment in the form of Exhibit D hereto;
(viii) the Offer Letters in the form of Exhibit E hereto;
(ix) the Shared Services Agreement in the form of Exhibit F hereto;
(x) the Sublease Agreement in the form of Exhibit G hereto;
(xi) the Vivarium Services Agreement in the form of Exhibit H hereto;
(xii) all Required Consents other than the Delayed Required Consents (each of which Delayed Required Consents is set forth on Schedule 2.4(a)(xiv)); and
(xiii) full and complete releases and terminations of all Debt Obligations which are secured by Liens encumbering any of the Assets other than the Permitted Encumbrances.
By Seller to Buyer. Seller shall deliver the following to Buyer:
By Seller to Buyer. The Parties have determined that certain covenants may be impossible or impractical to complete prior to the Closing Date.
