Common use of Documents to be Delivered by Seller Clause in Contracts

Documents to be Delivered by Seller. At the Closing, Seller shall deliver to Buyer the following: (a) a certificate of an officer of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying to the fulfillment of the conditions set forth in Sections 11.1 through 11.6 hereof; (b) instruments of conveyance and transfer, in form and substance reasonably satisfactory to counsel to Buyer, effecting the sale, transfer, assignment and conveyance of the Station Assets to Buyer, including, but not limited to, the following: (i) assignment of the FCC Authorization and other licenses, permits and registrations included in the Station Assets; (ii) bxxx of sale for all Personal Property; (iii) assignment of the Assumed Contracts; (iv) assignment of the tower site lease for the Station. (c) resolutions of Seller's Board of Directors authorizing the execution, delivery and performance of this Agreement, certified by an officer of Seller; (d) UCC Termination Statements with respect to Liens which have been placed of record on the Station Assets; (e) a general warranty deed for all owned Real Property, if any, included in the Station Assets, in a form acceptable in all material respects to Buyer; (f) Certificates of Good Standing of Seller issued by the states of Utah and Nevada; (g) estoppel certificates, in form reasonably satisfactory to Buyer, for the tower site lease and any other leases included in the Real Property; (h) consents from third parties required for the assignment of the Assumed Contracts; and (i) such other documents as may reasonably be requested by Buyer's counsel.

Documents to be Delivered by Seller. At Seller agrees to deliver the Closingfollowing documents, Seller shall deliver duly executed as appropriate, to Buyer the following: (a) a certificate of an officer of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying to Buyer and its counsel at the fulfillment Closing: (a) the Xxxx of Sale for the conditions set forth in Sections 11.1 through 11.6 hereofassignment and transfer of Purchased Assets; (b) a Certificate of Seller, Shareholder and Xxxx to the effect that each of the conditions specified in 2.1(a-c), (h), (i) and (l) is satisfied in all respects, acknowledging their participation in preparing the schedules to this Agreement and verifying the completeness and accuracy of all such schedules; (c) opinion of Seller's counsel dated as of the Closing Date substantially in the form set forth in Exhibit E; (d) documentation of receipt of consents from all state and federal governmental agencies and third parties; (e) a final statement of outstanding accounts payable of the Seller arising out of or in connection with the Business and the Purchased Assets as of and on the Closing Date (the "Accounts Payable"); (f) such instruments of sale, transfer, assignment, conveyance and transferdelivery, in form and substance reasonably satisfactory to counsel for Buyer and Seller, as are required in order to Buyer, effecting transfer to Buyer clear title to the sale, transfer, assignment and conveyance of the Station Assets to Buyer, including, but not limited to, the following: (i) assignment of the FCC Authorization and other licenses, permits and registrations included in the Station Purchased Assets; (ii) bxxx of sale for all Personal Property; (iii) assignment of the Assumed Contracts; (iv) assignment of the tower site lease for the Station. (c) resolutions of Seller's Board of Directors authorizing the execution, delivery and performance of this Agreement, certified by an officer of Seller; (d) UCC Termination Statements with respect to Liens which have been placed of record on the Station Assets; (e) a general warranty deed for all owned Real Property, if any, included in the Station Assets, in a form acceptable in all material respects to Buyer; (f) Certificates of Good Standing of Seller issued by the states of Utah and Nevada; (g) estoppel certificates, in form such other documents as Buyer may reasonably satisfactory to Buyer, request for the tower site lease purpose of assigning, transferring, granting, conveying, and any other leases included in confirming to Buyer or reducing to its possession the Real PropertyPurchased Assets; (h) consents from third parties required for the assignment of Shareholder Consulting Agreement; (i) the Assumed ContractsXxxx Consulting Agreement; (j) the Lease; and (ik) such other documents as may reasonably be requested by Buyer's counselthe Employment Letters.

Documents to be Delivered by Seller. At On the ClosingClosing Date, Seller shall deliver to Buyer the followingClosing Agent the following documents: (a) duly executed Deed of Bargain and Sale with Covenant Against Grantor’s Acts in the form of Exhibit C attached hereto (the “Deed”) conveying the Real Property, together with a certificate duly executed Affidavit of an officer Consideration for Use by Seller (RTF-1) and a duly executed Seller’s Residency Certification/Exemption (GIT/REP-3); (b) duly executed Affidavit of SellerTitle in the form of Exhibit D attached hereto; (c) duly executed FIRPTA Affidavit of Seller in the form of Exhibit E attached hereto; (d) duly executed certificate, dated the Closing Date, stating that the representations and warranties contained in form and substance reasonably satisfactory to Buyer, certifying to Section 4.1 of this Agreement (except for the fulfillment of the conditions representation set forth in Sections 11.1 through 11.6 hereof; (bSection 4.1(m)) instruments are true, correct and complete in all material respects as of conveyance and transfer, in form and substance reasonably satisfactory to counsel to Buyer, effecting the sale, transfer, assignment and conveyance of the Station Assets to Buyer, including, but not limited to, the following: (i) assignment of the FCC Authorization and other licenses, permits and registrations included in the Station Assets; (ii) bxxx of sale for all Personal Property; (iii) assignment of the Assumed Contracts; (iv) assignment of the tower site lease for the Station. (c) resolutions of Seller's Board of Directors authorizing the execution, delivery and performance of this Agreement, certified by an officer of Seller; (d) UCC Termination Statements with respect to Liens which have been placed of record on the Station Assetssuch date; (e) a general warranty deed for all owned Real Property, if any, included duly executed Assignment and Assumption Agreement in the Station Assets, in a form acceptable in all material respects to Buyerof Exhibit F attached hereto (the “Assignment”); (f) Certificates of Good Standing of Seller issued by the states of Utah and Nevadaduly executed Bulk Sales Escrow Agreement, if any; (g) estoppel certificatesthe Occupancy Certificates, in form reasonably satisfactory to Buyer, for the tower site lease and any other leases included in the Real Propertyextent required; (h) consents from third parties required for duly executed statement showing all closing prorations (the assignment “Closing Statement”); (i) documentation such as resolutions, President’s Certificate, Secretary’s Certificate, or other documents to establish to the Title Insurer’s reasonable satisfaction the due authorization of the Assumed ContractsSeller’s execution and delivery of all documents contemplated by this Agreement; and (ij) such other documents and instruments as Purchaser or the Title Insurer may reasonably be requested request to consummate the transactions contemplated by Buyer's counselthis Agreement.

Documents to be Delivered by Seller. At On the ClosingClosing Date, Seller shall deliver deliver, or execute and deliver, the following documents and agreements to Buyer the followingBuyer: (a) the Collateral Agreements; (b) the Xxxx of Sale with respect to the Purchased Assets; (c) the Assignment and Assumption Agreement; (d) all consents, waivers or approvals required to be obtained by Seller with respect to the Purchased Assets or the consummation of the transactions contemplated by this Agreement; (e) an opinion or opinions of Counsel for Seller dated the Closing Date with respect to the matters described in Sections 3.1, 3.2 and 3.3 in a form and subject to such exceptions as are customary for transactions similar to those contemplated hereby, which form shall be reasonably acceptable to Buyer; (f) a certificate of an appropriate officer of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying to the fulfillment of the conditions set forth in Sections 11.1 through 11.6 hereof8.2(a) and (b); (bg) to the extent required, updated Schedules revised to reflect changes in the operations or condition of the Business between the date hereof and the Closing Date; and (h) all such other bills of sale, assignments and other instruments of assignment, transfer or conveyance as Buyer may reasonably request or as may be otherwise necessary to evidence and transfer, in form and substance reasonably satisfactory to counsel to Buyer, effecting effect the sale, transfer, assignment assignment, conveyance and conveyance delivery of the Station Purchased Assets to Buyer, including, but not limited to, the following: (i) assignment Buyer and to put Buyer in actual possession or control of the FCC Authorization and other licenses, permits and registrations included in the Station Purchased Assets; (ii) bxxx of sale for all Personal Property; (iii) assignment of the Assumed Contracts; (iv) assignment of the tower site lease for the Station. (c) resolutions of Seller's Board of Directors authorizing the execution, delivery and performance of this Agreement, certified by an officer of Seller; (d) UCC Termination Statements with respect to Liens which have been placed of record on the Station Assets; (e) a general warranty deed for all owned Real Property, if any, included in the Station Assets, in a form acceptable in all material respects to Buyer; (f) Certificates of Good Standing of Seller issued by the states of Utah and Nevada; (g) estoppel certificates, in form reasonably satisfactory to Buyer, for the tower site lease and any other leases included in the Real Property; (h) consents from third parties required for the assignment of the Assumed Contracts; and (i) such other documents as may reasonably be requested by Buyer's counsel.

Documents to be Delivered by Seller. At the Closing, Seller shall deliver to Buyer the following: (a) a certificate of an officer of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying to the fulfillment of the conditions set forth in Sections 11.1 through 11.6 hereof; (b) instruments of conveyance and transfer, in form and substance reasonably satisfactory to counsel to Buyer, effecting the sale, transfer, assignment and conveyance of the Station Assets to Buyer, including, but not limited to, the following: (i) assignment of the FCC Authorization License and other licenses, permits and registrations included in the Station Assets; (ii) bxxx xxxx of sale for all Personal Property; (iii) assignment of the Assumed Contracts; (iv) assignment of the tower site lease License for the Station. (c) resolutions of Seller's ’s Board of Directors authorizing the execution, delivery and performance of this Agreement, certified by an officer of Seller; (d) UCC Termination Statements with respect to Liens which have been placed of record on the Station Assets; (e) a general warranty deed for all owned Real Property, if any, included in the Station Assets, in a form acceptable in all material respects to Buyer; (f) Certificates of Good Standing of Seller issued by the states of Utah and Nevada; (g) estoppel certificates, confirmation from the United States Department of Reclamation that Seller is in form reasonably satisfactory good standing with respect to Buyer, for the tower site lease and any other leases included in License constituting the Real Property; (h) consents from third parties required for the assignment of the Assumed Contracts; and (i) such other documents as may reasonably be requested by Buyer's ’s counsel.

Documents to be Delivered by Seller. At the Closing, Seller shall deliver to Buyer the following: (a) a certificate One or more duly executed Bills of an officer Sale, substantially in the form of Exhibit 8.1(a); (b) A duly executed Assignment of FCC Licenses, substantially in the form of Exhibit 8.1(b); (c) A duly executed Assignment of Station Intellectual Property, substantially in the form of Exhibit 8.1(c); (d) A duly executed Assignment and Assumption, substantially in the form of Exhibit 8.1(d) (the “Assignment and Assumption Instrument”); (e) the certificates referred to in Section 7.1(g) and (h); (f) copies of all consents and approvals received by Seller pursuant to Section 6.6; (g) standard, customary documentation (including certain affidavits of Seller in favor of the Title Company) that may be reasonably requested by the Title Company in connection with Buyer obtaining title insurance policies relating to the Owned Real Property, excluding any indemnity and with such other changes as negotiated by Seller and the Title Company; (h) certificates of non-foreign status for Seller satisfying the requirements of Treasury Regulations Section 1.1445-2(b); (i) the duly executed Deed; (j) any state, county and local transfer tax declarations and forms required by Law to be executed by Seller; and (k) such other documents, dated the Closing Dateincluding deeds or other instruments of transfer and assignment, and such mortgage discharges, termination letters and UCC-3 termination statements, all in form and substance reasonably satisfactory to BuyerBuyer and its counsel, certifying to the fulfillment of the conditions set forth in Sections 11.1 through 11.6 hereof; (b) instruments of conveyance and transfer, in form and substance reasonably satisfactory to counsel to Buyer, effecting the sale, transfer, assignment and conveyance of the Station Assets to Buyer, including, but not limited to, the following: (i) assignment of the FCC Authorization and other licenses, permits and registrations included in the Station Assets; (ii) bxxx of sale for all Personal Property; (iii) assignment of the Assumed Contracts; (iv) assignment of the tower site lease for the Station. (c) resolutions of Seller's Board of Directors authorizing the execution, delivery and performance of this Agreement, certified by an officer of Seller; (d) UCC Termination Statements with respect to Liens which have been placed of record on the Station Assets; (e) a general warranty deed for all owned Real Property, if any, included in the Station Assets, in a form acceptable in all material respects to Buyer; (f) Certificates of Good Standing of Seller issued by the states of Utah and Nevada; (g) estoppel certificates, in form reasonably satisfactory to Buyer, for the tower site lease and any other leases included in the Real Property; (h) consents from third parties required for the assignment of the Assumed Contracts; and (i) such other documents as may reasonably be requested by Buyer's counselBuyer or its counsel in order to effect the closing of transactions contemplated by this Agreement duly executed by Seller.

Documents to be Delivered by Seller. At Not later than one (1) business day before the ClosingClosing Date, Seller shall deliver to Buyer the followingEscrow Holder the following documents (collectively, “Seller’s Closing Documents”), duly executed by Seller and notarized where required: (a) A special warranty deed in recordable form conveying fee title in and to the Real Property to Buyer, substantially in the form attached hereto as Exhibit D (the “Deed”); (b) The following ancillary closing documents (collectively, “Ancillary Closing Documents”): (i) a certificate bill of sale conveying title to any included personal property to Buyer, substantially in the form attached hereto as Exhibit E; and (ii) an officer assignment and assumption of Intangible Personal Property, substantially in the form attached hereto as Exhibit F; (c) A title affidavit or an indemnity form reasonably acceptable to Seller, dated which is sufficient to enable Escrow Agent to delete the Closing Dateremovable standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Report; provided however, that Seller shall not be obligated to provide a title affidavit or an indemnity form addressing the pre-printed exceptions related to the Survey if Buyer has not provided a new or updated Survey to the Title Company as referenced in Section 3.3; ​ (d) Non-foreign certificates with respect to federal tax and any other tax(es) required by the city, county or state in which the Real Property is located, each in form and substance reasonably satisfactory to Buyer, certifying to the fulfillment of the conditions set forth in Sections 11.1 through 11.6 hereof; (b) instruments of conveyance Buyer and transfer, in form and substance reasonably satisfactory to counsel to Buyer, effecting the sale, transfer, assignment and conveyance of the Station Assets to Buyer, including, but not limited to, the following: (i) assignment of the FCC Authorization and other licenses, permits and registrations included in the Station Assets; (ii) bxxx of sale for all Personal Property; (iii) assignment of the Assumed Contracts; (iv) assignment of the tower site lease for the Station. (c) resolutions of Seller's Board of Directors authorizing the execution, delivery and performance of this Agreement, certified by an officer of Seller; (d) UCC Termination Statements with respect to Liens which have been placed of record on the Station Assets; (e) a general warranty deed for all owned Real Property, if any, included in the Station Assets, in a form acceptable in all material respects to BuyerThe Declaration Estoppel; (f) Certificates of Good Standing of Seller issued Such other documents and instructions as may be reasonably required by the states parties or the Escrow Holder in order to close Escrow in accordance with the terms of Utah and Nevada; (g) estoppel certificates, in form reasonably satisfactory to Buyer, for the tower site lease and any other leases included in the Real Property; (h) consents from third parties required for the assignment of the Assumed Contracts; and (i) such other documents as may reasonably be requested by Buyer's counselthis Agreement.

Documents to be Delivered by Seller. At the Closing, Seller shall deliver to Buyer the following: (a) a certificate Purchaser each and all of an officer of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying to the fulfillment of the conditions set forth in Sections 11.1 through 11.6 hereof; (b) instruments of conveyance and transfer, in form and substance reasonably satisfactory to counsel to Buyer, effecting the sale, transfer, assignment and conveyance of the Station Assets to Buyer, including, but not limited to, the following: (i) assignment a Xxxx of the FCC Authorization and other licenses, permits and registrations included Sale in the Station Assetsform of Exhibit A (“Xxxx of Sale”), duly executed by Seller; (ii) bxxx an Assignment and Assumption Agreement in the form of sale for all Personal PropertyExhibit B (“Assignment and Assumption Agreement”), duly executed by Seller; (iii) assignment for each parcel of Transferred Real Property, a Special Warranty Deed in the Assumed Contractsform of Exhibit C (each, a “Deed”, and collectively, the “Deeds”), duly executed and notarized by Seller; (iv) assignment the Cattle Procurement and Feeding Agreement in the form of Exhibit D (the “Production Agreement”), duly executed by Seller; (v) a Transitions Service Agreement, duly executed by CMS (and, as applicable, one or more of its affiliates); (vi) a certificate of an authorized officer of Seller certifying that each of the tower site lease for the Station.conditions specified in Section 6.2(a) and (b) has been satisfied; (cvii) a copy of the duly adopted resolutions of Seller's Board the board of Directors authorizing the execution, delivery and performance directors of this Agreement, Seller certified by an officer of Seller approving and adopting this Agreement and authorizing the execution and delivery of this Agreement by Seller, including the Ancillary Documents to be executed and/or delivered by Seller pursuant hereto, and the consummation of the transactions contemplated hereby and thereby; (dviii) UCC Termination Statements with respect to Liens all vehicle, equipment and other personal property title certificates (or reasonably acceptable transfer documentation which have been placed of record on the Station Assetswill be accepted by applicable Governmental Bodies and Third Parties, where applicable); (eix) a general warranty deed for all owned Real Property, if any, included in the Station Assets, in a form acceptable in all material respects to Buyer; (f) Certificates of Good Standing certificate of Seller issued by stating that under Treasury Regulations Section 1.1445-2(b) Seller is not a foreign person within the states meaning of Utah and Nevada; (g) estoppel certificates, in form reasonably satisfactory to Buyer, for the tower site lease and any other leases included in the Real Property; (h) consents from third parties required for the assignment Section 1445 of the Assumed ContractsCode, duly executed by Seller; and (ix) such other documents and items as are reasonably necessary or appropriate to effect the consummation of the transactions contemplated hereby or which may reasonably be requested by Buyer's counselcustomary under local Law.

Documents to be Delivered by Seller. At the Closing, Seller shall deliver or cause to be delivered the following documents to Buyer on the followingClosing Date: (a) a certificate of an officer good standing of Seller and Syntex, issued by the State of Delaware as of a date not more than 20 days prior to the Closing Date; b) a duly executed, acknowledged, and recordable deed of purchase and sale with covenants (i) against grantor's acts, and (ii) regarding Buyer's and Buyer's affiliates non-use and non-disclosure of the Assets or any know-how inherent in them to manufacture products of Seller or Seller's affiliates, or other deed by which Seller received the Real Property, conveying to Buyer the Real Property or equivalent deed of purchase and sale under Commonwealth law; c) a duly executed bill of sale, conveying the Exxxxment; d) a duly executed officer's certificate stating that the representations and warranties of Seller set forth herein are true and correct as of the Closing Date; e) a notarized certificate of the secretary or assistant secretary of Seller in respect of (i) each of its officers who is authorized to execute and deliver this Agreement and all other Seller's Documents, (ii) certified copies of the Certificate of Incorporation and Bylaws of Seller, dated and (iii) resolutions of the Closing DateBoard of Directors of Seller authorizing the making and performance by Seller of this Agreement and each of the other Seller's Documents and the consummation of the transactions contemplated hereby and thereby; f) an executed counterpart of the Toll Manufacturing Agreement, the Lease, leased employee agreement, and any other agreement as contemplated by Buyer and Seller in form and substance reasonably satisfactory to Buyer, certifying acceptable to the fulfillment of the conditions set forth in Sections 11.1 through 11.6 hereofSeller; (bg) instruments of conveyance and transfer, guarantees by Syntex in form and substance reasonably satisfactory to counsel to Buyer, effecting the sale, transfer, assignment and conveyance of the Station Assets to Buyer, including, but not limited to, the following: (i) assignment of the FCC Authorization and other licenses, permits and registrations included in the Station Assets; (ii) bxxx of sale for all Personal Property; (iii) assignment of the Assumed Contracts; (iv) assignment of the tower site lease for the Station. (c) resolutions of Seller's Board of Directors authorizing the execution, delivery and performance of this Agreement, certified by an officer of Seller; (d) UCC Termination Statements with respect to Liens which have been placed of record on the Station Assets; (e) a general warranty deed for all owned Real Property, if any, included in the Station Assets, in a form acceptable in all material respects to Buyer; (f) Certificates of Good Standing of Seller issued by the states of Utah and Nevada; (g) estoppel certificates, in form reasonably satisfactory to Buyer, for the tower site lease and any other leases included in the Real Property; (h) consents from third parties required for the assignment of the Assumed Contracts; and (i) such other documents as Buyer may reasonably be requested require for the consummation of the transactions contemplated by Buyer's counselthis Agreement.

Documents to be Delivered by Seller. At the Closing, Seller shall deliver to Buyer the following: (a) a certificate of an officer of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying to the fulfillment of the conditions set forth in Sections 11.1 through 11.6 hereofSection 10.1; (b) instruments of conveyance and transfer, in form and substance reasonably satisfactory to counsel to Buyer, effecting the sale, transfer, assignment and conveyance of the Station Assets to Buyer, including, but not limited to, the following: (i) assignment of the FCC Authorization and other licenses, permits and registrations included in the Station AssetsLicenses; (ii) bxxx xxxx of sale for all Personal Property; (iii) assignment of the Real Property Leases and Assumed Contracts; (iv) assignment of the tower site lease for the Station. (c) resolutions of Seller's Board of Directors ’s directors authorizing the execution, delivery and performance of this Agreement, certified by an officer of Seller; (d) UCC Termination Statements with respect to Liens which have been placed of record on the Station Assets; (e) a general warranty deed for all owned Real Property, if any, included in the Station Assets, in a form acceptable in all material respects to Buyer; (f) Certificates of Good Standing of for Seller issued by the states of Utah Delaware; (f) consents from third parties required for the assignment of the Material Contracts and Nevadaconsents obtained for the remaining Assumed Contracts for which consent for assignment is required; (g) estoppel certificates, in form reasonably satisfactory to Buyer, for the tower site lease and any other leases included in the all Real Property; (h) consents from third parties required for the assignment of the Assumed ContractsProperty Leases; and (ih) such other documents as may reasonably be requested by Buyer's ’s counsel.

Documents to be Delivered by Seller. At the Closing, Seller shall deliver to Buyer the following: (a) a certificate of an officer of Seller's general partner, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying to the fulfillment of the conditions set forth in Sections 11.1 through 11.6 11.9 hereof; (b) instruments of conveyance and transfer, in form and substance reasonably satisfactory to counsel to Buyer, effecting the sale, transfer, assignment and conveyance of the Station Assets to Buyer, including, but not limited to, the following: (i) assignment assignments of the FCC Authorization Station Licenses and other licenses, permits and registrations included in the Station AssetsGovernment Authorizations; (ii) bxxx bills of sale for all Personal Property, including all books, records, logs and similar assets; (iii) assignment assignments of the Assumed Real Property Leases and Contracts;; and (iv) assignment assignments of the tower site lease for the Stationall intangible personal property. (c) the Reversal Agreement unless at the time of Closing the FCC Consent shall have become a Final Order; (d) if the Post-Closing Scenario is applicable, the TBA Escrow Agreement; (e) resolutions of the members of Seller's Board of Directors general partner, countersigned by the Seller's limited partners, authorizing the execution, delivery and performance of this Agreement, certified by an officer the secretary of Seller; (d) UCC Termination Statements with respect to Liens which have been placed of record on the Station Assets; (e) a general warranty deed for all owned Real Property, if any, included in the Station Assets, in a form acceptable in all material respects to Buyer; (f) Certificates of Good Standing of Seller issued by the states of Utah and NevadaKWBQ-TV LMA; (g) estoppel certificatesassignments, in form reasonably satisfactory consents and Estoppel Certificates relative to Buyer, for the tower site lease and any other leases included in the Real PropertyProperty Leases; (h) consents from third parties required for the assignment of the Assumed Contracts; and (i) such other documents as may reasonably be requested by Buyer's counsel; and (i) the opinions of Seller's corporate and FCC counsel in the form and substance reasonably satisfactory to Buyer.

Documents to be Delivered by Seller. At the Closing, Seller shall deliver to Buyer the following: (a) a certificate of an officer of each Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying to the fulfillment of the conditions set forth in Sections 11.1 through 11.6 11.10 hereof; (b) instruments of conveyance and transfer, in form and substance reasonably satisfactory to counsel to Buyer, effecting the sale, transfer, assignment and conveyance of the Station Assets to Buyer, including, but not limited to, the following: (i) assignment of the FCC Authorization Station Licenses and other licenses, permits and registrations included in the Station AssetsGovernment Authorizations; (ii) bxxx bills of sale for all Personal Property, expressly included as a Station Asset under Section 1.2 hereof; (iii) assignment of assignments, any necessary consents, and Estoppel Certificates relative to the Assumed ContractsTower Lease; (iv) assignment of the tower site lease for the Station.all intangible personal property, expressly included as a Station Asset under Section 1.2 hereof; (c) the Reversal Agreement unless at the time of Closing the FCC Consent shall have become a Final Order; (d) resolutions of the members of each Seller's Board of Directors , authorizing the execution, delivery and performance of this Agreement, certified by an officer the secretary of Seller; (d) UCC Termination Statements with respect to Liens which have been placed of record on the Station Assets; (e) a general warranty deed for all owned Real Property, if any, included in the Station Assets, in a form acceptable in all material respects LMA (unless waived by ATNM pursuant to BuyerSection 11.8 of the KASY-TV Agreement; (f) Certificates of Good Standing of Seller issued by the states of Utah and NevadaEquipment Lease; (g) estoppel certificates, in form reasonably satisfactory to Buyer, for the tower site lease and any other leases included in the Real Property; (h) consents from third parties required for the assignment of the Assumed Contracts; and (i) such other documents as may reasonably be requested by Buyer's counsel; and (h) the opinion of Seller's legal counsel in form and substance reasonably satisfactory to Buyer.