Common use of Deliveries by the Company and the Sellers Clause in Contracts

Deliveries by the Company and the Sellers. At the Closing, the Company and the Sellers shall deliver, or cause to be delivered, the following to Purchaser: (a) Unit certificates duly endorsed for transfer to Purchaser or accompanied by executed Unit transfer powers or, to the extent such Units are not certificated, other evidence of transfer of the Purchased Units from the Seller Subsidiaries to Purchaser reasonably satisfactory to Purchaser; (b) A certificate, dated as of the Closing Date, signed by an authorized officer of (i) the Company and (ii) each Seller, with respect to itself only, to the effect set forth in clauses (a) and (b) of Section 7.2; (c) Counterparts to the Escrow Agreement duly executed by the Sellers and Escrow Agent; (d) Counterparts to each of the Sellers’ New Affiliation Agreements duly executed by the Company, the applicable Seller, and each of such Sellers’ Newspaper Affiliates; provided, that (i) with respect to Xxxxxx Holdings Company, the Company and WP LLC shall have executed and delivered the New Affiliation Agreement, and (ii) with respect to Tribune Media Company, the Company, Tribune Publishing Company and its Newspaper Affiliates shall have executed and delivered the New Affiliation Agreements; (e) Resignations of each member of the Board of Directors listed on Schedule 8.1(e), in form and substance reasonably acceptable to Purchaser, in writing to the Board of Directors, effective as of the Closing; and (f) Certificates duly completed and executed by each Seller (or, if such Seller or such is a disregarded entity for U.S. federal income tax purposes as of the Closing, the person treated as the owner of such Seller’s assets for U.S. federal income tax purposes) in accordance with Treasury Regulation Section 1.1445-2(b)(2)(vi), dated as of the Closing Date, certifying that such Seller (or such owner) is not a “foreign person” within the meaning of Section 1445 of the Code.

Deliveries by the Company and the Sellers. At the Closing, the Company and the Sellers shall deliver, or cause to be delivered, the following to Purchaser: (a) Unit certificates duly endorsed for transfer to Purchaser or accompanied by executed Unit transfer powers or, to the extent such Units are not certificated, other evidence of transfer of the Purchased Units from the Seller Subsidiaries to Purchaser reasonably satisfactory to Purchaser; (b) A certificate, dated as of the Closing Date, signed by an authorized officer of (i) the Company and (ii) each Seller, with respect to itself only, to the effect set forth in clauses (a) and (b) of Section 7.2; (c) Counterparts to the Escrow Agreement duly executed by the Sellers and Escrow Agent; (d) Counterparts to each of the Sellers’ New Affiliation Agreements duly executed by the Company, the applicable Seller, and each of such Sellers’ Newspaper Affiliates; provided, that (i) with respect to Xxxxxx Gxxxxx Holdings Company, the Company and WP LLC shall have executed and delivered the New Affiliation Agreement, and (ii) with respect to Tribune Media Company, the Company, Tribune Publishing Company and its Newspaper Affiliates shall have executed and delivered the New Affiliation Agreements; (e) Resignations of each member of the Board of Directors listed on Schedule 8.1(e), in form and substance reasonably acceptable to Purchaser, in writing to the Board of Directors, effective as of the Closing; and (f) Certificates duly completed and executed by each Seller (or, if such Seller or such is a disregarded entity for U.S. federal income tax purposes as of the Closing, the person treated as the owner of such Seller’s assets for U.S. federal income tax purposes) in accordance with Treasury Regulation Section 1.1445-2(b)(2)(vi), dated as of the Closing Date, certifying that such Seller (or such owner) is not a “foreign person” within the meaning of Section 1445 of the Code.