Deliveries by Seller. On the Closing Date, Seller shall deliver or cause to be delivered to Purchaser the following items, duly executed to the extent applicable by Seller and the Affiliate(s) of Seller that are party thereto:
(a) the Xxxx of Sale;
(b) the Assignment and Assumption Agreement;
(c) the Intellectual Property Assignment and License Agreement;
(d) the TANCO Supply Agreement;
(e) the Transition Services Agreement;
(f) the Corporate Split Agreement;
(g) the Contingent Payment Agreement;
(h) the U.S. Promissory Notes;
(i) the Japan Promissory Notes;
(j) the Guaranty and Security Agreement;
(k) the Japan Security Agreement;
(l) the Washington University Sub-license;
(m) a certificate, dated as of the Closing Date, signed by an executive officer of Seller certifying as to the satisfaction of the conditions specified in Sections 11.02(a) and 11.02(b);
(n) the Selling Affiliate’s written request to the Company or such other document required for Purchaser to complete the registration in the shareholders registry of the Company for the transfer of Shares from the Selling Affiliate to Purchaser in accordance with this Agreement;
(o) a certificated copy of the minutes of the board of directors and/or shareholders meeting, as applicable, of the Company approving the transfer of the Shares from the Selling Affiliate to Purchaser in accordance with this Agreement;
(p) the shareholders registry of the Company;
(q) resignation letters of the directors of the Company;
(r) evidence reasonably satisfactory to Purchaser that the Corporate Split has been completed, including, if available, a certified copy of the corporate registration showing the completion of the Corporate Split together with such other evidence Purchaser reasonably requests in connection with the Corporate Split;
(s) original share certificates of the Company (if any have been issued since the date of incorporation of the Company);
(t) a certificate under Section 1445(a) of the Code from Seller, in form and substance reasonably satisfactory to Purchaser, certifying, under the penalties of perjury, that Seller is, for U.S. federal income tax purposes, not a foreign person;
(u) payoff and termination letters with respect to each of the letters of credit or bank guarantees listed on Schedule 4.02(u);
(v) the books and records referred to in Section 7.03(a); and
(w) any other certificates or documents that may be reasonably requested by Purchaser.
Deliveries by Seller. Each Respective Seller shall deliver the following with respect to such Respective Seller’s Property:
(1) a special warranty deed, limited warranty deed, grant deed, covenant deed or the local equivalent in the State where the Property is located, in a form reasonably approved by Buyer and Seller prior to expiration of the Due Diligence Period (a “Deed”), executed and acknowledged by Respective Seller;
(2) a Xxxx of Sale in the form of Exhibit C, executed by Respective Seller; Seller;
(3) the Assignment and Assumption, executed by Respective
(4) a customary Certificate of Non-Foreign Status in the form reasonably approved by Buyer and Seller, executed by Respective Seller or “[REDACTED]” (as hereinafter defined), as applicable;
(5) the ancillary transfer documents listed on Schedule 2 attached hereto, executed by Respective Seller, [REDACTED] or Seller’s Investment Advisor, as applicable;
(6) a bring-down certificate pursuant to which Respective Seller represents and certifies that all representations and warranties made by Respective Seller in Paragraph 9(b) are true and correct as of the Closing Date, subject to Paragraph 9(c);
(7) the Closing Statement, in form and content satisfactory to Buyer and Seller, executed by Seller’s Investment Advisor; and
(8) such evidence of Seller’s authority as the Title Company may reasonably require, as well as such other documents agreed to by Seller prior to the expiration of the Due Diligence Period, including an Owner’s Affidavit substantially in the form attached hereto as Exhibit I and a Gap Indemnity substantially in the form attached hereto as Exhibit J.
Deliveries by Seller. Prior to or on the Closing Date, Seller shall deliver to Buyer the following, in form and substance reasonably satisfactory to Buyer and its counsel:
Deliveries by Seller. At the Closing, Seller shall deliver to Buyer such instruments of conveyance and other customary documentation as shall in form and substance be reasonably satisfactory to Buyer and its counsel in order to effect the Sale, including, without limitation, the following:
(1) one or more bills of sale or other instruments (including assignments of FCC Authorizations, call letters, service marks, leases and other contracts) conveying the Station Assets;
(2) any releases of Liens that are necessary in order to transfer the Station Assets in the manner contemplated by Section 1.4(a);
(3) a certified copy of the resolutions or proceedings of Seller’s board of directors and stockholders (or similar Persons) authorizing Seller’s consummation of the Sale;
(4) a certificate as to the existence and/or good standing of Seller issued by the Secretary of State of each state under the laws of which Seller is incorporated, organized, formed or authorized to do business, in each case dated on or after the fifth Business Day prior to the Closing Date, certifying as to the good standing and/or qualification of Seller in such jurisdiction;
(5) a receipt for the Cash Purchase Price;
(6) all Consents received by Seller through the Closing Date;
(7) a certificate of Seller to the effect that, except as set forth in such certificate, each of the representations and warranties of Seller contained in this Agreement is true and accurate in all material respects (except to the extent changes are permitted or contemplated pursuant to this Agreement) as if made on and as of the Closing Date; and
(8) such other documents as Buyer may reasonably request.
Deliveries by Seller. At or before the Closing, Seller shall deliver to Buyer the following (duly executed where appropriate):
Deliveries by Seller. On the Closing Date, Seller shall deliver, or shall cause to be delivered, to Purchaser the following:
(a) duly executed Bill of Sale;
(b) duly executed Deeds conveying the real pxxxxrty interests constituting each of the Purchased Assets listed on Schedule 2.1 hereto;
(c) evidence, reasonably satisfactory to Purchaser, of the obtaining of the Seller Required Consents, which consents will be in full force and effect on the Closing Date; and
(d) all such other assignments and other instruments of assignment, transfer or conveyance, together with books and records related to the Purchased Assets, as Purchaser may reasonably request or as may be otherwise necessary or desirable to evidence and effect the sale, transfer, assignment, conveyance and delivery of the Purchased Assets to Purchaser and to put Purchaser in actual possession or control of the Purchased Assets.
Deliveries by Seller. Section 3.3
Deliveries by Seller. At the Closing, Seller shall deliver to Buyer (duly executed where appropriate):
(a) resolutions of the Board of Directors of Seller and the Board of Directors and Shareholders of each of the Companies, which shall be in full force and effect as of the Effective Date, authorizing the execution and delivery of this Agreement and consummation of the transactions contemplated herein;
(b) a xxxx of sale for the Acquisition Assets in form reasonably acceptable to Buyer and Seller executed by Seller and the Companies;
(c) an Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”) for the assignment and assumption of the Contracts or, in lieu thereof, subcontracting agreements (the “Subcontracting Agreements”) in form reasonably acceptable to Buyer and Seller executed by Seller and the Companies;
(d) Noncompetition Agreements executed by Seller and the Companies;
(e) title documents for the Vehicles, Equipment and Machinery;
(f) the Real Estate Leases executed by the applicable Landlord or Sublandlord, as the case may be;
(g) such other documents as may be reasonably necessary to effect the closing of the transactions contemplated in this Agreement.
Deliveries by Seller. On the Closing Date, Seller shall deliver or cause to be delivered the following to Buyer:
