Common use of Closing Date Deliveries Clause in Contracts

Closing Date Deliveries. (a) At the Closing, Seller shall deliver or cause to be delivered to Buyer each of the following, in each case, to the extent applicable, duly executed by Seller or the applicable Seller Party: (i) counterparts of a xxxx of sale and assignment and assumption agreement, substantially in the form of Exhibit A (the “Xxxx of Sale and Assignment and Assumption Agreement”), providing for the conveyance of all of the Purchased Assets (other than the Owned Real Property and the Station Licenses) relating to the applicable Station(s) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s), (ii) counterparts of an assignment of the Station Licenses from the appropriate Seller Party, substantially in the form of Exhibit B (the “Assignment of Station Licenses”), assigning to Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the FCC primarily relating to the applicable Station(s), (iii) duly executed counterparts of a transition services agreement, substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property, (v) all of the documents and instruments required to be delivered by Seller pursuant to Article VII, (vi) specific assignment and assumption agreements duly executed by Seller or the appropriate Seller Party, relating to any agreements included as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer (or its permitted assignee) and for Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, (vii) a duly executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2), (viii) certified copies of all duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation of the Transactions, (x) a Form W-9 properly completed and duly executed by Seller in form and substance reasonably satisfactory to Buyer, (xi) any documents or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required by the terms of the Real Property Leases, (xiii) a certificate of good standing of Seller and each Seller Party, issued as of a recent date by its State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation of the Merger, substantially in the form of Exhibit D (the “Joinder Agreement”), and (xv) such other documents and instruments as are reasonably necessary to consummate the Transactions.

Closing Date Deliveries. (a) At the Closing, the Seller Parties shall deliver or cause to be delivered to Buyer each of the following, in each case, to the extent applicable, duly executed by Seller or the applicable Seller PartyBuyer: (i) counterparts of a xxxx of sale and assignment and assumption agreementagreement duly executed by the Seller Parties and, if applicable, their Affiliates in substantially in the form of Exhibit A (the “Xxxx of Sale and Assignment and Assumption Agreement”), providing for the conveyance of all of the Purchased Assets (other than the Owned Real Property and the Station Licenses) relating to the applicable Station(sSeller FCC Authorizations) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s)Liabilities, (ii) counterparts of an assignment of the Station Licenses from Seller FCC Authorizations duly executed by the appropriate Seller PartyParties and their Affiliates, in substantially in the form of Exhibit B (the “Assignment of Station Licensesthe Seller FCC Authorizations”), assigning to the Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the Seller FCC primarily relating to the applicable Station(s)Authorizations, (iii) duly executed counterparts of a transition services agreementagreement duly executed by the appropriate Seller Parties and their Affiliates, in substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) jurisdiction and in form and substance reasonably acceptable to Buyer), duly executed by the appropriate Seller Parties and their Affiliates, conveying to the Buyer (or its permitted assignee) the Owned Real Property, (v) all of the documents and instruments required to be delivered by the Seller Parties and/or their Affiliates pursuant to Article VIIVIII, including the Required Consents, (vi) certified copies of the certificate of incorporation and bylaws of the Seller Parties, (vii) certified resolutions of the Board of Directors and shareholders (if applicable) of the Seller Parties authorizing the transactions contemplated by this Agreement and the Ancillary Agreements, (viii) a duly executed certificate of the secretary of each of the Seller Parties as to incumbency and specimen signatures of officers of the Seller Parties executing this Agreement and the Ancillary Agreements, (ix) a certificate of non-foreign status from each of the Seller Parties (and Affiliates, as applicable) in compliance with Treasury Regulations Section 1.1445-2, (x) specific assignment and assumption agreements duly executed by Seller or the appropriate Seller Party, Party or their Affiliates (as applicable) relating to any agreements Contracts included as Purchased Assets that the Buyer or the Seller Parties have determined to be reasonably necessary to assign such agreements Contracts to the Buyer (or its permitted assignee) and for the Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, thereunder (vii) a duly executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2if any), (viii) certified copies of all duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation of the Transactions, (x) a Form W-9 properly completed and duly executed by Seller in form and substance reasonably satisfactory acceptable to the Buyer, (xi) satisfactory evidence that any documents Encumbrances to be discharged prior to or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required by the terms of the Real Property Leases, (xiii) a certificate of good standing of Seller and each Seller Party, issued as of a recent date by its State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation of the Merger, substantially in the form of Exhibit D (the “Joinder Agreement”)simultaneous with Closing have been discharged, and (xvxii) such other documents and instruments as are the Buyer has determined to be reasonably necessary to consummate the Transactionstransactions contemplated hereby.

Closing Date Deliveries. (a) At the Closing, Seller shall deliver deliver, or cause Tribune to be delivered deliver, as applicable, to Buyer each of the following, in each case, to the extent applicable, duly executed by Seller or the applicable Seller Party: (i) duly executed counterparts of a xxxx of sale and assignment and assumption agreement, substantially in the form of Exhibit A (the “Xxxx of Sale and Assignment and Assumption Agreement”), providing for the conveyance of all of the Purchased Assets (other than the Owned Real Property and the Station Licenses) relating to the applicable Station(s) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s)Liabilities, (ii) counterparts of an assignment of the Station Licenses from the appropriate Seller Partyor Tribune, as applicable, substantially in the form of Exhibit B (the “Assignment of Station Licenses”), assigning to Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the FCC primarily relating related to the applicable Station(s)Stations, (iii) duly executed counterparts of a transition services agreement, substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property, (v) all of the documents and instruments required to be delivered by Seller pursuant to Article VII, (vi) specific assignment and assumption agreements duly executed by Seller or the appropriate Seller PartyTribune, as applicable, relating to any agreements included as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer (or its permitted assignee) and for Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, (vii) a duly executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2), (viii) certified copies of all a duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation executed counterpart of the Transactions, (x) a Form W-9 properly completed and duly executed by Seller in form and substance reasonably satisfactory to Buyer, (xi) any documents or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required by the terms of the Real Property Leases, (xiii) a certificate of good standing of Seller and each Seller Party, issued as of a recent date by its State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation of the MergerOption Agreement, substantially in the form of Exhibit D (the “Joinder Option Agreement”), and (xvix) such other documents and instruments as are reasonably necessary to consummate the Transactionstransactions contemplated hereby.

Closing Date Deliveries. (a) At the Closing, the Seller Parties shall deliver or cause to be delivered to the Buyer each of the following, in each case, to the extent applicable, duly executed by Seller or the applicable Seller Party: (i) counterparts of a xxxx of sale and assignment and assumption agreement, agreement from the Seller Parties in substantially in the form of Exhibit A B (the “Xxxx of Sale and Assignment and Assumption Agreement”), providing for the conveyance of all of the Purchased Assets (other than the Owned Real Property Property, the Seller FCC Authorizations, and the Station Licenses) relating all other assignable Governmental Permits exclusively related to the applicable Station(sStation) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s)Liabilities, (ii) counterparts of an assignment of the Station Licenses Seller FCC Authorizations from the appropriate Seller Party, in substantially in the form of Exhibit B C (the “Assignment of Station Licensesthe Seller FCC Authorizations”), assigning to the Buyer (or its permitted assignee) the Station Licenses Seller FCC Authorizations and all other assignable Governmental Authorizations issued by the FCC primarily relating Permits exclusively related to the applicable Station(s)Station, (iii) duly executed counterparts of a transition services agreement, agreement from the appropriate Seller Party in substantially in the form of Exhibit C D (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to the Buyer (or its permitted assignee) the Owned Real Property, in form and substance reasonably satisfactory to Buyer, (v) all of the documents and instruments required to be delivered by the Seller Parties pursuant to Article VIIVIII, (vi) specific assignment and assumption agreements duly executed by Seller or the appropriate Seller Party, Parties relating to any agreements included as Purchased Assets that the Buyer or the Seller Parties have determined to be reasonably necessary to assign such agreements to the Buyer (or its permitted assignee) and for the Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, (vii) a duly executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2), FIRPTA Certificate from each Seller Party and (viii) certified copies of all duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation of the Transactions, (x) a Form W-9 properly completed and duly executed by Seller in form and substance reasonably satisfactory to Buyer, (xi) any documents or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required by the terms of the Real Property Leases, (xiii) a certificate of good standing of Seller and each Seller Party, issued as of a recent date by its State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation of the Merger, substantially in the form of Exhibit D (the “Joinder Agreement”), and (xv) such other documents and instruments as are the Buyer has determined to be reasonably necessary to consummate the Transactionstransactions contemplated hereby.

Closing Date Deliveries. (a) At the Closing, the Seller Parties shall deliver or cause to be delivered to Buyer each of the following, in each case, to the extent applicable, duly executed by Seller or the applicable Seller PartyBuyer: (i) counterparts of a xxxx bxxx of sale and assignment and assumption agreementagreement duly executed by the Seller Parties and, if applicable, their Affiliates in substantially in the form of Exhibit A (the “Xxxx Bxxx of Sale and Assignment and Assumption Agreement”), providing for the conveyance of all of the Purchased Assets (other than the Owned Real Property and the Station Licenses) relating to the applicable Station(sSeller FCC Authorizations) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s)Liabilities, (ii) counterparts of an assignment of the Station Licenses from Seller FCC Authorizations duly executed by the appropriate Seller PartyParties and their Affiliates, in substantially in the form of Exhibit B (the “Assignment of Station Licensesthe Seller FCC Authorizations”), assigning to the Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the Seller FCC primarily relating to the applicable Station(s)Authorizations, (iii) duly executed counterparts of a transition services agreementagreement duly executed by the appropriate Seller Parties and their Affiliates, in substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) jurisdiction and in form and substance reasonably acceptable to Buyer), duly executed by the appropriate Seller Parties and their Affiliates, conveying to the Buyer (or its permitted assignee) the Owned Real Property, (v) all of the documents and instruments required to be delivered by the Seller Parties and/or their Affiliates pursuant to Article VIIVIII, including the Required Consents, (vi) certified copies of the certificate of incorporation and bylaws of the Seller Parties, (vii) certified resolutions of the Board of Directors and shareholders (if applicable) of the Seller Parties authorizing the transactions contemplated by this Agreement and the Ancillary Agreements, (viii) a duly executed certificate of the secretary of each of the Seller Parties as to incumbency and specimen signatures of officers of the Seller Parties executing this Agreement and the Ancillary Agreements, (ix) a certificate of non-foreign status from each of the Seller Parties (and Affiliates, as applicable) in compliance with Treasury Regulations Section 1.1445-2, (x) specific assignment and assumption agreements duly executed by Seller or the appropriate Seller Party, Party or their Affiliates (as applicable) relating to any agreements Contracts included as Purchased Assets that the Buyer or the Seller Parties have determined to be reasonably necessary to assign such agreements Contracts to the Buyer (or its permitted assignee) and for the Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, thereunder (vii) a duly executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2if any), (viii) certified copies of all duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation of the Transactions, (x) a Form W-9 properly completed and duly executed by Seller in form and substance reasonably satisfactory acceptable to the Buyer, (xi) satisfactory evidence that any documents Encumbrances to be discharged prior to or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required by the terms of the Real Property Leases, (xiii) a certificate of good standing of Seller and each Seller Party, issued as of a recent date by its State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation of the Merger, substantially in the form of Exhibit D (the “Joinder Agreement”)simultaneous with Closing have been discharged, and (xvxii) such other documents and instruments as are the Buyer has determined to be reasonably necessary to consummate the Transactionstransactions contemplated hereby.

Closing Date Deliveries. (a) At the Closing, Seller shall deliver deliver, or cause Tribune to be delivered deliver, as applicable, to Buyer each of the following, in each case, to the extent applicable, duly executed by Seller or the applicable Seller Party: (i) duly executed counterparts of a xxxx of sale and assignment and assumption agreement, substantially in the form of Exhibit A (the “Xxxx of Sale and Assignment and Assumption Agreement”), providing for the conveyance of all of the Purchased Assets (other than the Owned Real Property and the Station Licenses) relating to the applicable Station(s) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s)Liabilities, (ii) counterparts of an assignment of the Station Licenses from the appropriate Seller Partyor Tribune, as applicable, substantially in the form of Exhibit B (the “Assignment of Station Licenses”), assigning to Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the FCC primarily relating related to the applicable Station(s)Stations, (iii) duly executed counterparts of a transition services agreement, substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property, (v) all of the documents and instruments required to be delivered by Seller pursuant to Article VII, (vi) specific assignment and assumption agreements duly executed by Seller or the appropriate Seller PartyTribune, as applicable, relating to any agreements included as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer (or its permitted assignee) and for Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, (vii) a duly executed certificate of non-non- foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-1.1445- 2(b)(2), (viii) certified copies of all a duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation executed counterpart of the Transactions, (x) a Form W-9 properly completed and duly executed by Seller in form and substance reasonably satisfactory to Buyer, (xi) any documents or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required by the terms of the Real Property Leases, (xiii) a certificate of good standing of Seller and each Seller Party, issued as of a recent date by its State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation of the MergerOption Agreement, substantially in the form of Exhibit D (the “Joinder Option Agreement”), and (xvix) such other documents and instruments as are reasonably necessary to consummate the Transactionstransactions contemplated hereby.

Closing Date Deliveries. (a) At the Closing, the Seller Parties shall deliver or cause to be delivered to the Buyer each of the following, in each case, to the extent applicable, duly executed by Seller or the applicable Seller Party: (i) counterparts of a xxxx bxxx of sale and assignment and assumption agreement, agreement from the Seller Parties in substantially in the form of Exhibit A B (the “Xxxx Bxxx of Sale and Assignment and Assumption Agreement”), providing for the conveyance of all of the Purchased Assets (other than the Owned Real Property Property, the Seller FCC Authorizations, and the Station Licenses) relating all other assignable Governmental Permits exclusively related to the applicable Station(sStation) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s)Liabilities, (ii) counterparts of an assignment of the Station Licenses Seller FCC Authorizations from the appropriate Seller Party, in substantially in the form of Exhibit B C (the “Assignment of Station Licensesthe Seller FCC Authorizations”), assigning to the Buyer (or its permitted assignee) the Station Licenses Seller FCC Authorizations and all other assignable Governmental Authorizations issued by the FCC primarily relating Permits exclusively related to the applicable Station(s)Station, (iii) duly executed counterparts of a transition services agreement, agreement from the appropriate Seller Party in substantially in the form of Exhibit C D (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to the Buyer (or its permitted assignee) the Owned Real Property, in form and substance reasonably satisfactory to Buyer, (v) all of the documents and instruments required to be delivered by the Seller Parties pursuant to Article VIIVIII, (vi) specific assignment and assumption agreements duly executed by Seller or the appropriate Seller Party, Parties relating to any agreements included as Purchased Assets that the Buyer or the Seller Parties have determined to be reasonably necessary to assign such agreements to the Buyer (or its permitted assignee) and for the Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, (vii) a duly executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2), FIRPTA Certificate from each Seller Party and (viii) certified copies of all duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation of the Transactions, (x) a Form W-9 properly completed and duly executed by Seller in form and substance reasonably satisfactory to Buyer, (xi) any documents or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required by the terms of the Real Property Leases, (xiii) a certificate of good standing of Seller and each Seller Party, issued as of a recent date by its State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation of the Merger, substantially in the form of Exhibit D (the “Joinder Agreement”), and (xv) such other documents and instruments as are the Buyer has determined to be reasonably necessary to consummate the Transactionstransactions contemplated hereby.

Closing Date Deliveries. (a) At the Closing, the Seller Parties shall deliver or cause to be delivered to Buyer each of the following, in each case, to the extent applicable, duly executed by Seller or the applicable Seller PartyBuyer: (i) counterparts of a xxxx of sale and assignment and assumption agreementagreement duly executed by the Seller Parties and, if applicable, their Affiliates in substantially in the form of Exhibit A (the “Xxxx of Sale and Assignment and Assumption Agreement”), providing for the conveyance of all of the Purchased Assets (other than the Owned Real Property and the Station Licenses) relating to the applicable Station(sSeller FCC Authorizations) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s)Liabilities, (ii) counterparts of an assignment of the Station Licenses from Seller FCC Authorizations duly executed by the appropriate Seller PartyParties and their Affiliates, in substantially in the form of Exhibit B (the “Assignment of Station Licensesthe Seller FCC Authorizations”), assigning to the Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the Seller FCC primarily relating to the applicable Station(s)Authorizations, (iii) duly executed counterparts of a transition services agreementagreement duly executed by the appropriate Seller Parties and their Affiliates, in substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) jurisdiction and in form and substance reasonably acceptable to Buyer), duly executed by the appropriate Seller Parties and their Affiliates, conveying to the Buyer (or its permitted assignee) the Owned Real Property, (v) all of the documents and instruments required to be delivered by the Seller Parties and/or their Affiliates pursuant to Article VIIVIII, including the Required Consent, (vi) certified copies of the certificate of incorporation and bylaws of the Seller Parties, (vii) certified resolutions of the Board of Directors and shareholders (if applicable) of the Seller Parties authorizing the transactions contemplated by this Agreement and the Ancillary Agreements, (viii) a duly executed certificate of the secretary of each of the Seller Parties as to incumbency and specimen signatures of officers of the Seller Parties executing this Agreement and the Ancillary Agreements, (ix) a certificate of non-foreign status from each of the Seller Parties (and Affiliates, as applicable) in compliance with Treasury Regulations Section 1.1445-2, (x) specific assignment and assumption agreements duly executed by Seller or the appropriate Seller Party, Party or their Affiliates (as applicable) relating to any agreements Contracts included as Purchased Assets that the Buyer or the Seller Parties have determined to be reasonably necessary to assign such agreements Contracts to the Buyer (or its permitted assignee) and for the Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, thereunder (vii) a duly executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2if any), (viii) certified copies of all duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation of the Transactions, (x) a Form W-9 properly completed and duly executed by Seller in form and substance reasonably satisfactory acceptable to the Buyer, (xi) satisfactory evidence that any documents Encumbrances to be discharged prior to or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required by the terms of the Real Property Leases, (xiii) a certificate of good standing of Seller and each Seller Party, issued as of a recent date by its State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation of the Merger, substantially in the form of Exhibit D (the “Joinder Agreement”)simultaneous with Closing have been discharged, and (xvxii) such other documents and instruments as are the Buyer has determined to be reasonably necessary to consummate the Transactionstransactions contemplated hereby.

Closing Date Deliveries. (a) At On the ClosingClosing Date, Seller Tribune shall deliver or cause to be delivered to Buyer each of the following, in each case, to the extent applicable, duly executed by Seller or the applicable Seller Party: Xxxxxxxx Sub (i) counterparts of a xxxx of sale and assignment and assumption agreementassignment, substantially in the form of Exhibit A (the “Xxxx of Sale and Assignment and Assumption Agreement”)C, providing for the conveyance of all of the Purchased Tribune Station Assets (other than the Owned Real Property and the Station Licenses) relating to the applicable Station(s) and the assumption of all of the Assumed Liabilities relating to the applicable Station(sreal property described in Schedule 2.10), (ii) counterparts of an assignment of the Station Licenses from the appropriate Seller Party, substantially in the form of Exhibit B (the “Assignment of Station Licenses”), assigning to Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the FCC primarily relating special warranty deeds conveying to the applicable Station(s)Xxxxxxxx Subs the real property described in Schedule 2.10, (iii) duly executed counterparts of a transition services agreement, substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property, (v) all of the documents and instruments required to be delivered by Seller Tribune and the Tribune Sub pursuant to Article VII, (iv) payment by wire transfer of immediately available funds of $10,000,000, (v) a copy of the certificate of incorporation of Tribune and the Tribune Sub certified as of a recent date by the Secretary of State of the State of Delaware, (vi) specific assignment certificates of good standing of Tribune and assumption agreements duly executed the Tribune Sub issued as of a recent date by Seller or the appropriate Seller Party, relating to any agreements included Secretary of State of the State of Delaware and a certificate of good standing of the Tribune Sub issued as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer (or its permitted assignee) and for Buyer (or its permitted assignee) to assume of a recent date by the Assumed Liabilities thereunderSecretary of State of the State of Georgia, (vii) a duly executed certificate certificates of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2)secretary or assistant secretary of Tribune and the Tribune Sub as to their respective bylaws, the resolutions of their respective boards of directors and stockholders (viiiif applicable) certified copies of all duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, execution and delivery and performance of this Agreement and the transactions contemplated hereby and the incumbency and signatures of their respective officers executing this Agreement and any Tribune Ancillary Agreements by SellerAgreement, including the consummation (viii) an assignment, in recordable form, with respect to each of the Transactionsleases of real estate described in Schedule 2.11, (ix) the undertakings and assumptions described in Section 1.5(a), (x) a Form W-9 properly completed and duly executed by Seller certification of non-foreign status, in form and substance reasonably satisfactory to BuyerXxxxxxxx, in accordance with Treas. Reg. Section 1.1445-2(b) and (xi) any documents or other deliveries that may be an opinion of Sidley & Austin, counsel to Tribune and the Tribune Sub, in form and substance reasonably requested by Buyer satisfactory to clear or otherwise remedy any defect or Lien (other than Permitted Liens)Xxxxxxxx and its counsel, including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required by to the terms of the Real Property Leases, (xiii) a certificate of good standing of Seller and each Seller Party, issued as of a recent date by its State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation of the Merger, substantially effect set forth in the form of Exhibit D (the “Joinder Agreement”), and (xv) such other documents and instruments as are reasonably necessary to consummate the Transactions.F.

Closing Date Deliveries. (a) At On the ClosingClosing Date, Seller Sellers shall execute and deliver or cause to be delivered to Buyer each of the following, in each case, to the extent applicable, duly executed by Seller or the applicable Seller Party: (i) counterparts of a xxxx bill of sale and assignment and assumption agreement, substantially in the form of Exhibit A (the “Xxxx of Sale and Assignment and Assumption Agreement”), providing for the conveyance of Sellers conveying all of the Purchased Assets Xxxxts (other than the Owned Real Property and the Station Licenses) relating to the applicable Station(s) and the assumption of all of the Assumed Liabilities relating to the applicable Station(sdescribed in Schedule 4.10(a)), (ii) counterparts of an assignment of the Station Licenses from the appropriate Seller Party, substantially in the form of Exhibit B (the “Assignment of Station Licenses”), assigning general warranty deeds conveying to Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the FCC primarily relating to the applicable Station(sReal Property described in Schedule 4.10(a), (iii) duly executed counterparts the legal opinions substantially as set forth in Exhibits A and B attached hereto, dated as of a transition services agreementthe Closing Date, substantially in the form of Exhibit C (the “Transition Services Agreement”)to be delivered by Sellers' counsel and communications counsel, respectively, (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property, (v) all of the documents and instruments required to be delivered by Seller the ACME Entities pursuant to Article VIIVIII, (v) copies of the certificates of incorporation or formation, as applicable, of each ACME Entity, each certified as of a recent date by the secretary of state of the state of its incorporation or formation, as applicable, (vi) specific assignment and assumption agreements duly executed certificates of good standing of each ACME Entity, each certified as of a recent date by Seller the secretary of state of the state of its incorporation or the appropriate Seller Partyformation, relating to any agreements included as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer (or its permitted assignee) and for Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunderapplicable, (vii) a duly executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2)secretary or assistant secretary of each ACME Entity as to its respective bylaws or limited liability company agreement or similar governing document, (viii) certified copies as applicable, and the resolutions of all duly adopted shareholders, its board of directors and stockholders or members, board of directoras applicable, governing body or other authorizing resolutions necessary to authorize the execution, execution and delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation of the Transactionstransactions contemplated hereby, (xviii) such documents and instruments, if any, as are reasonably requested by Buyer to evidence that the Purchased Assets at Closing are free and clear of all Encumbrances other than Permitted Encumbrances and (ix) a Form W-9 properly completed and duly executed by Seller certification of non-foreign status, in form and substance reasonably satisfactory to Buyer, (xi) any documents or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liensin accordance with Treasury Regulation Section 1.1445-2(b), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required by the terms of the Real Property Leases, (xiii) a certificate of good standing of Seller and each Seller Party, issued as of a recent date by its State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation of the Merger, substantially in the form of Exhibit D (the “Joinder Agreement”), and (xv) such other documents and instruments as are reasonably necessary to consummate the Transactions.

Closing Date Deliveries. (a) At On the ClosingClosing Date, Seller Tribune shall deliver or cause to be delivered to Buyer each of the following, in each case, to the extent applicable, duly executed by Seller or the applicable Seller Party: Xxxxxxxx Sub (i) counterparts of a xxxx of sale and assignment and assumption agreementassignment, substantially in the form of Exhibit A (the “Xxxx of Sale and Assignment and Assumption Agreement”)C, providing for the conveyance of all of the Purchased Tribune Station Assets (other than the Owned Real Property and the Station Licenses) relating to the applicable Station(s) and the assumption of all of the Assumed Liabilities relating to the applicable Station(sreal property described in Schedule 2.10), (ii) counterparts of an assignment of the Station Licenses from the appropriate Seller Party, substantially in the form of Exhibit B (the “Assignment of Station Licenses”), assigning to Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the FCC primarily relating special warranty deeds conveying to the applicable Station(s)Xxxxxxxx Subs the real property described in Schedule 2.10, (iii) duly executed counterparts of a transition services agreement, substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property, (v) all of the documents and instruments required to be delivered by Seller Tribune and the Tribune Sub pursuant to Article VII, (iv) payment by wire transfer of immediately available funds of $10,000,000, (v) a copy of the certificate of incorporation of Tribune and the Tribune Sub certified as of a recent date by the Secretary of State of the State of Delaware, (vi) specific assignment certificates of good standing of Tribune and assumption agreements duly executed the Tribune Sub issued as of a recent date by Seller or the appropriate Seller Party, relating to any agreements included Secretary of State of the State of Delaware and a certificate of good standing of the Tribune Sub issued as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer (or its permitted assignee) and for Buyer (or its permitted assignee) to assume of a recent date by the Assumed Liabilities thereunderSecretary of State of the State of Georgia, (vii) a duly executed certificate certificates of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2)secretary or assistant secretary of Tribune and the Tribune Sub as to their respective bylaws, the resolutions of their respective boards of directors and stockholders (viiiif applicable) certified copies of all duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, execution and delivery and performance of this Agreement and the transactions contemplated hereby and the incumbency and signatures of their respective officers executing this Agreement and any Tribune Ancillary Agreements by SellerAgreement, including the consummation (viii) an assignment, in recordable form, with respect to each of the Transactionsleases of real estate described in Schedule 2.11, (ix) the undertakings and assumptions described in Section 1.5(a), (x) a Form W-9 properly completed and duly executed by Seller certification of non-foreign status, in form and substance reasonably satisfactory to BuyerXxxxxxxx, in accordance with Treas. Reg. ss. 1.1445-2(b) and (xi) any documents or other deliveries that may be an opinion of Sidley & Austin, counsel to Tribune and the Tribune Sub, in form and substance reasonably requested by Buyer satisfactory to clear or otherwise remedy any defect or Lien (other than Permitted Liens)Xxxxxxxx and its counsel, including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required by to the terms of the Real Property Leases, (xiii) a certificate of good standing of Seller and each Seller Party, issued as of a recent date by its State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation of the Merger, substantially effect set forth in the form of Exhibit D (the “Joinder Agreement”), and (xv) such other documents and instruments as are reasonably necessary to consummate the Transactions.F.