Common use of Delivery of Documents to Buyer Clause in Contracts

Delivery of Documents to Buyer. At the Closing, Seller and the Company will deliver to Buyer the following documents: 2.1 A written opinion, dated on the closing Date, of counsel representing the Company to the effect that the Company has been duly organized and is on the Closing Date validly existing as a company in good standing under the laws of the People's Republic of China; that the Company is duly qualified or licensed to d9 business in places where it does business; that the Equity Interest delivered by Seller to Buyer at the Closing have been validly issued and are fully paid, and non- assessable, and constitute all of registered capital and voting power of the Company; that such counsel knows of no litigation, proceeding or investigation pending or threatened against the Company or Seller which might result in any material adverse change in the business, properties or financial condition of the Company or which questions the validity of this Agreement or of any action taken or to be taken pursuant to or in connection with the provisions of this Agreement, other than as represented elsewhere in this Agreement; and that to the knowledge of such counsel the sale, transfer, assignment and delivery by Seller to Buyer of the Equity Interest pursuant to this Agreement will vest in Buyer all rights, title and interest in and to such Equity Interest free and clear of all liens, encumbrances, and equities. 2.2 A written confirmation dated the Closing Date, by the accountant who reviewed any and all of the financial statements of the Company and who most recently examined the books and records of the Company confirming that during the period from the date of the Company's most recent financial statement to the Closing Date, there have been no material adverse changes in the capital stock or long term debt, of the Company or any material adverse change in the financial condition or results of operations of the Company. 2.3 A certificate of the Chief Executive Officer and the Chief Financial Officer of the Company, dated the Closing Date certifying to the best of his knowledge, in reasonable detail as Buyer may request on and as of said date, to the fulfillment, as of the Closing Date, of each and every one of the conditions precedent to the closing set forth in Paragraph F hereof, and specifically setting forth each and every change, amendment, modification, omission or addition to any provision hereof or schedule annexed hereto or furnished hereunder, necessary to render each and every one of the provisions hereof or schedules annexed hereto correct and accurate in material respects and not materially false or misleading. 2.4 Documents evidencing all required approvals by relevent governmental or regulatory authorities and by the Board of Directors of the Company. 2.5 Such additional copies or duplicate originals of the above described documents and such other documents, undertakings and assurances as Buyer shall reasonably require, all of which documents, undertakings and assurances shall be delivered to Buyer sufficiently in advance of the Closing Date, as Buyer shall reasonably require, so as to permit adequate inspection and examination thereof, all of which documents, undertakings and assurances shall be in form satisfactory to counsel to Buyer.

Delivery of Documents to Buyer. At Seller covenants that, to the Closingextent that it has not already done so, Seller and the Company will insofar as practicable deliver or otherwise make available (or cause ACEC to deliver or otherwise make available) to Buyer for inspection, at Stamford, Connecticut or San Bernardino, California, the following documentswithin thirty (30) days after the Signature Date, or as specifically delineated below: 2.1 A written opinion(i) ACEC's most recently prepared managerial reports and subscriber accounting records, dated on which shall include a subscriber accounts receivable aging report summarizing, respectively, subscribers whose accounts are at least one, two, and three or more Monthly Billing Periods overdue, for the closing Date, of counsel representing the Company to the effect that the Company has been duly organized and is on the Closing Date validly existing as a company in good standing under the laws last (or then most recently concluded) regular Monthly Billing Period. (ii) Copies of the People's Republic Additional Financial Statements as soon as practicable after completion, but in any case, within forty-five (45) days of China; that the Company is duly qualified or licensed to d9 business end of the period covered by any such Additional Financial Statement, and monthly statements of operating income within 30 days after the end of each month. (iii) Copies of such as-built engineering drawings as ACEC has in places where it does business; that its possession for the Equity Interest delivered by Seller Systems, or, if not available, such design maps and plant drawings and as-built engineering drawings as ACEC has in its possession will be made available to Buyer for inspection and at the Closing have been validly issued and are fully paid, and non- assessable, and constitute all of registered capital and voting power of the Company; that such counsel knows of no litigation, proceeding or investigation pending or threatened against the Company or Seller which might result in any material adverse change in the business, properties or financial condition of the Company or which questions the validity of this Agreement or of any action taken or to will be taken pursuant to or in connection with the provisions of this Agreement, other than as represented elsewhere in this Agreement; and that to the knowledge of such counsel the sale, transfer, assignment and delivery by Seller to Buyer of the Equity Interest pursuant to this Agreement will vest in Buyer all rights, title and interest in and to such Equity Interest free and clear of all liens, encumbrances, and equitiesleft on site at a System office for Buyer. 2.2 A written confirmation dated the Closing Date, by the accountant who reviewed (iv) Copies of any and all of the financial statements of the Company and who most recently examined the books and records of the Company confirming that during the period from the date of the Company's most recent financial statement bonds in force with regard to the Closing DateSystems and ACEC. (v) Copies of all written franchises, there have been no material adverse changes contracts, agreements and other documents listed in the capital stock or long term debtSchedules, of the Company or any material adverse change in the financial condition or results of operations of the Company. 2.3 A together with a certificate of the Chief Executive Officer and the Chief Financial Officer of the Companya duly authorized executive officer, dated the Closing Date certifying that to the best of his knowledgesuch officer's knowledge the copies so delivered are true and complete in all material respects. (vi) Copies of any required Registration Statements filed with the FCC pursuant to 47 C.F.R. Section 76.12. (vii) The Initial Notice of Identity and Signal Carriage, in and all subsequent statements of account filed with the Copyright Office within the past three years and all Notices of Change of Identity or Signal Carriage filed within the past three years shall be made available for inspection by Buyer or its representatives upon reasonable detail as Buyer may request on notice. (viii) Copies of radio licenses, earth station licenses and as CARS licenses. (ix) Copies of said date, to must carry elections and retransmission consent agreements; To the fulfillment, as extent that any of the Closing items referred to above are received or filed after a date which is 30 days from the Signature Date, of each and every one of the conditions precedent Seller covenants to the closing set forth in Paragraph F hereof, and specifically setting forth each and every change, amendment, modification, omission or addition to any provision hereof or schedule annexed hereto or furnished hereunder, necessary to render each and every one of the provisions hereof or schedules annexed hereto correct and accurate in material respects and not materially false or misleading. 2.4 Documents evidencing all required approvals by relevent governmental or regulatory authorities and by the Board of Directors of the Company. 2.5 Such additional copies or duplicate originals of the above described documents and deliver such other documents, undertakings and assurances as Buyer shall reasonably require, all of which documents, undertakings and assurances shall be delivered items to Buyer sufficiently in advance of the Closing Date, as Buyer shall reasonably require, so soon as to permit adequate inspection and examination thereof, all of which documents, undertakings and assurances shall be in form satisfactory to counsel to Buyerpracticable after receipt or filing.

Delivery of Documents to Buyer. At Seller covenants that, to the Closingextent that it has not already done so, Seller will insofar as practicable deliver or otherwise make available to Buyer for inspection, at Stamford, Connecticut or Irving, Texas, the following within thirty (30) days after the Signature Date, or as specifically delineated below: (i) Seller's most recently prepared managerial reports and subscriber accounting records, which shall include a subscriber accounts receivable aging report summarizing, respectively, subscribers whose accounts are at least one, two, and three or more Monthly Billing Periods overdue, for the Company will last (or then most recently concluded) regular Monthly Billing Period. Seller further covenants to deliver to Buyer the following documents: 2.1 A written opinion, dated on monthly subscriber accounting records within 20 days after the closing Date, end of counsel representing the Company each calendar month prior to the effect that Closing and to deliver the Company has been duly organized and is on the Closing Date validly existing managerial reports as a company in good standing under the laws soon as practicable. (ii) Copies of the People's Republic Additional Financial Statements as soon as possible after completion, but in any case, within forty-five (45) days of China; that the Company is duly qualified or licensed to d9 business end of the period covered by any such Additional Financial Statement, and monthly statements of operating income within 20 days after the end of each month. (iii) Copies of such as-built engineering drawings as Seller has in places where it does business; that its possession for the Equity Interest delivered by Systems, or, if not available, such design maps and plant drawings and as-built engineering drawings as Seller has in its possession will be made available to Buyer for inspection and at the Closing have been validly issued and are fully paid, and non- assessable, and constitute all of registered capital and voting power of the Company; that such counsel knows of no litigation, proceeding or investigation pending or threatened against the Company or Seller which might result in any material adverse change in the business, properties or financial condition of the Company or which questions the validity of this Agreement or of any action taken or to will be taken pursuant to or in connection with the provisions of this Agreement, other than as represented elsewhere in this Agreement; and that to the knowledge of such counsel the sale, transfer, assignment and delivery by Seller to Buyer of the Equity Interest pursuant to this Agreement will vest in Buyer all rights, title and interest in and to such Equity Interest free and clear of all liens, encumbrances, and equitiesleft on site at a System office for Buyer. 2.2 A written confirmation dated the Closing Date, by the accountant who reviewed (iv) Copies of any and all of the financial statements of the Company and who most recently examined the books and records of the Company confirming that during the period from the date of the Company's most recent financial statement bonds in force with regard to the Closing DateSystems and Seller. (v) Copies of all written franchises, there have been no material adverse changes contracts, agreements and other documents listed in the capital stock Schedules hereto, including any and all contracts in force with any union or long term debt, collective bargaining unit representing any employee of the Company or any material adverse change in the financial condition or results of operations of the Company. 2.3 A Seller together with a certificate of the Chief Executive Officer and the Chief Financial Officer of the Companya duly authorized executive officer, dated the Closing Date certifying that to the best of his knowledgesuch officer's knowledge the copies so delivered are true and complete in all material respects. (vi) Copies of any required Registration Statements filed with the FCC pursuant to 47 C.F.R. Section 76.12. (vii) The Initial Notice of Identity and Signal Carriage, in and all subsequent statements of account filed with the Copyright Office within the past three years and all Notices of Change of Identity or Signal Carriage filed within the past three years shall be made available for inspection by Buyer or its representatives upon reasonable detail as Buyer may request on notice. (viii) Copies of radio licenses, earth station licenses and as CARS licenses. (ix) Copies of said date, to must carry elections and retransmission consent agreements; To the fulfillment, as extent that any of the Closing items referred to above are received or filed after a date which is 30 days from the Signature Date, of each and every one of the conditions precedent Seller covenants to the closing set forth in Paragraph F hereof, and specifically setting forth each and every change, amendment, modification, omission or addition to any provision hereof or schedule annexed hereto or furnished hereunder, necessary to render each and every one of the provisions hereof or schedules annexed hereto correct and accurate in material respects and not materially false or misleading. 2.4 Documents evidencing all required approvals by relevent governmental or regulatory authorities and by the Board of Directors of the Company. 2.5 Such additional copies or duplicate originals of the above described documents and deliver such other documents, undertakings and assurances as Buyer shall reasonably require, all of which documents, undertakings and assurances shall be delivered items to Buyer sufficiently in advance of the Closing Date, as Buyer shall reasonably require, so soon as to permit adequate inspection and examination thereof, all of which documents, undertakings and assurances shall be in form satisfactory to counsel to Buyerpracticable after receipt or filing.

Delivery of Documents to Buyer. At The Company covenants that, to the Closingextent that it has not already done so, Seller and the Company will insofar as practicable deliver or otherwise make available to Buyer for inspection, at the locations where RT, RAM or the Company Group maintains such information, the following within thirty (30) days after the date hereof, or as specifically delineated below: (i) the Company's most recently prepared managerial reports and customer accounting records, which shall include a customer accounts receivable aging report summarizing, respectively, customers whose accounts are at least one, two, and three or more Monthly Billing Periods overdue, for the last (or then most recently concluded) regular Monthly Billing Period. The Company further covenants to deliver to Buyer the following documents: 2.1 A written opinion, dated on monthly customer accounting records within 20 days after the closing Date, end of counsel representing the Company each calendar month prior to the effect that Closing and to deliver the managerial reports as soon as practicable. (ii) Copies of the Additional Financial Statements as soon as possible after completion, but in any case, within forty-five (45) days of the end of the period covered by any such Additional Financial Statement. (iii) Copies of such as-built engineering drawings as the Company has been duly organized in its possession for the Systems, or, if not available, such design maps and is on the Closing Date validly existing plant drawings and as-built engineering drawings as a company in good standing under the laws of the People's Republic of China; that the Company is duly qualified or licensed to d9 business has in places where it does business; that the Equity Interest delivered by Seller its possession will be made available to Buyer for inspection and at the Closing have been validly issued will be left on site at the respective System office for Buyer. (iv) Copies of any and are fully paid, all bonds in force with regard to the Systems and non- assessable, and constitute all of registered capital and voting power of the Company; that such counsel knows of no litigation, proceeding or investigation pending or threatened against the Company or Seller which might result in any material adverse change Group. -38- 43 (v) Copies of all written Contracts and other documents listed in the businessSchedules hereto, properties including any and all contracts in force with any union or financial condition collective bargaining unit representing any employee of any member of the Company or which questions the validity of this Agreement or of any action taken or to be taken pursuant to or in connection Group together with the provisions of this Agreement, other than as represented elsewhere in this Agreement; and that to the knowledge of such counsel the sale, transfer, assignment and delivery by Seller to Buyer of the Equity Interest pursuant to this Agreement will vest in Buyer all rights, title and interest in and to such Equity Interest free and clear of all liens, encumbrances, and equities. 2.2 A written confirmation dated the Closing Date, by the accountant who reviewed any and all of the financial statements of the Company and who most recently examined the books and records of the Company confirming that during the period from the date of the Company's most recent financial statement to the Closing Date, there have been no material adverse changes in the capital stock or long term debt, of the Company or any material adverse change in the financial condition or results of operations of the Company. 2.3 A a certificate of the Chief Executive Officer and the Chief Financial Officer of the Companya duly authorized executive officer, dated the Closing Date certifying that to the best of his knowledgesuch officer's knowledge the copies so delivered are true and complete in all material respects. (vi) Copies of any required Registration Statements filed with the FCC pursuant to 47 C.F.R. ss.76.12. (vii) The Initial Notice of Identity and Signal Carriage, and all subsequent statements of account filed with the Copyright Office within the past three years and all Notices of Change of Identity or Signal Carriage filed within the past three years shall be made available for inspection by Buyer or its representatives upon reasonable notice. (viii) Copies of radio licenses, earth station licenses and CARS licenses. (ix) Copies of must carry elections and retransmission consent agreements subject to any confidentiality restrictions contained in reasonable detail as Buyer may request on and as of said date, to such agreements; To the fulfillment, as extent that any of the Closing Date, of each and every one of items referred to above are received or filed after a date which is 30 days from the conditions precedent to the closing set forth in Paragraph F date hereof, and specifically setting forth each and every change, amendment, modification, omission or addition the Company covenants to any provision hereof or schedule annexed hereto or furnished hereunder, necessary to render each and every one of the provisions hereof or schedules annexed hereto correct and accurate in material respects and not materially false or misleading. 2.4 Documents evidencing all required approvals by relevent governmental or regulatory authorities and by the Board of Directors of the Company. 2.5 Such additional copies or duplicate originals of the above described documents and deliver such other documents, undertakings and assurances as Buyer shall reasonably require, all of which documents, undertakings and assurances shall be delivered items to Buyer sufficiently in advance of the Closing Date, as Buyer shall reasonably require, so soon as to permit adequate inspection and examination thereof, all of which documents, undertakings and assurances shall be in form satisfactory to counsel to Buyerpracticable after receipt or filing.

Delivery of Documents to Buyer. At The Company covenants that, to the Closingextent that it has not already done so, Seller and the Company will insofar as practicable deliver or otherwise make available to Buyer for inspection, at the locations where the General Partner or the Company Group maintains such information, the following within thirty (30) days after the date hereof, or as specifically delineated below: (i) the Company's most recently prepared managerial reports and customer accounting records, which shall include a customer accounts receivable aging report summarizing, respectively, customers whose accounts are at least one, two, and three or more Monthly Billing Periods overdue, for the last (or then most recently concluded) regular Monthly Billing Period. The Company further covenants to deliver to Buyer the following documents: 2.1 A written opinion, dated on monthly customer accounting records within 20 days after the closing Date, end of counsel representing the Company each calendar month prior to the effect that Closing and to deliver the managerial reports as soon as practicable. (ii) Copies of the Additional Financial Statements as soon as possible after completion, but in any case, within forty-five (45) days of the end of the period covered by any such Additional Financial Statement. (iii) Copies of such as-built engineering drawings as the Company has been duly organized in its possession for the Systems, or, if not available, such design maps and is on the Closing Date validly existing plant drawings and as-built engineering drawings as a company in good standing under the laws of the People's Republic of China; that the Company is duly qualified or licensed to d9 business has in places where it does business; that the Equity Interest delivered by Seller its possession will be made available to Buyer for inspection and at the Closing have been validly issued will be left on site at the respective System office for Buyer. (iv) Copies of any and are fully paid, all bonds in force with regard to the Systems and non- assessable, and constitute all of registered capital and voting power of the Company; that such counsel knows of no litigation, proceeding or investigation pending or threatened against the Company or Seller which might result in any material adverse change Group. (v) Copies of all written Contracts and other documents listed in the businessSchedules hereto, properties including any and all contracts in force with any union or financial condition collective bargaining unit representing any employee of any member of the Company or which questions the validity of this Agreement or of any action taken or to be taken pursuant to or in connection Group together with the provisions of this Agreement, other than as represented elsewhere in this Agreement; and that to the knowledge of such counsel the sale, transfer, assignment and delivery by Seller to Buyer of the Equity Interest pursuant to this Agreement will vest in Buyer all rights, title and interest in and to such Equity Interest free and clear of all liens, encumbrances, and equities. 2.2 A written confirmation dated the Closing Date, by the accountant who reviewed any and all of the financial statements of the Company and who most recently examined the books and records of the Company confirming that during the period from the date of the Company's most recent financial statement to the Closing Date, there have been no material adverse changes in the capital stock or long term debt, of the Company or any material adverse change in the financial condition or results of operations of the Company. 2.3 A a certificate of the Chief Executive Officer and the Chief Financial Officer of the Companya duly authorized executive officer, dated the Closing Date certifying that to the best of his knowledgesuch officer's knowledge the copies so delivered are true and complete in all material respects. (vi) Copies of any required Registration Statements filed with the FCC pursuant to 47 C.F.R. ss.76.12. (vii) The Initial Notice of Identity and Signal Carriage, and all subsequent statements of account filed with the Copyright Office within the past three years and all Notices of Change of Identity or Signal Carriage filed within the past three years shall be made available for inspection by Buyer or its representatives upon reasonable notice. (viii) Copies of radio licenses, earth station licenses and CARS licenses. (ix) Copies of must carry elections and retransmission consent agreements subject to any confidentiality restrictions contained in reasonable detail as Buyer may request on and as of said date, to such agreements; To the fulfillment, as extent that any of the Closing Date, of each and every one of items referred to above are received or filed after a date which is 30 days from the conditions precedent to the closing set forth in Paragraph F date hereof, and specifically setting forth each and every change, amendment, modification, omission or addition the Company covenants to any provision hereof or schedule annexed hereto or furnished hereunder, necessary to render each and every one of the provisions hereof or schedules annexed hereto correct and accurate in material respects and not materially false or misleading. 2.4 Documents evidencing all required approvals by relevent governmental or regulatory authorities and by the Board of Directors of the Company. 2.5 Such additional copies or duplicate originals of the above described documents and deliver such other documents, undertakings and assurances as Buyer shall reasonably require, all of which documents, undertakings and assurances shall be delivered items to Buyer sufficiently in advance of the Closing Date, as Buyer shall reasonably require, so soon as to permit adequate inspection and examination thereof, all of which documents, undertakings and assurances shall be in form satisfactory to counsel to Buyerpracticable after receipt or filing.