Documents to be Delivered by the Sellers. At the Closing, the Sellers shall deliver to the Buyers the following (the "the Buyers' Closing Transactions"): (a) a certificate of an officer of each Seller, dated the Closing Date, in form and substance reasonably satisfactory to the Buyers, certifying as to the fulfillment of the conditions set forth in Sections 11.1 through 11.8 hereof; (b) opinions of the Sellers' counsel, dated the Closing Date, reasonably acceptable to the Buyers and their counsel; (c) the Transaction Documents to which each Seller is a party; (d) instruments of conveyance and transfer, in form and substance reasonably satisfactory to counsel to the Buyers, effecting the sale, transfer, assignment and conveyance of the Assets to the Buyers, including, but not limited to, the following: (i) assignments of the Station Licenses; (ii) bills of sale for all Personal Property; (iii) warranty deeds for all Owned Real Property; (iv) assignments of the Assumed Contracts; and (v) assignments of all intangible personal property including all books, records, logs and similar assets; (e) resolutions of the Sellers, authorizing the execution, delivery and performance of this Agreement, certified by the Sellers; (f) the Mandatory Consents; and (g) such other documents as may reasonably be requested by the Buyers' counsel.
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Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Documents to be Delivered by the Sellers. At the Closing, the Sellers shall deliver to the Buyers Buyer the following (the "the Buyers' Buyer's Closing Transactions"):
(a) a certificate of an officer of each Seller, dated the Closing Date, in form and substance reasonably satisfactory to the Buyers, certifying as to the fulfillment of the conditions set forth in Sections 11.1 through 11.8 hereof;
(b) opinions of the Sellers' counsel, dated the Closing Date, reasonably acceptable to the Buyers and their counsel;
(c) the Transaction Documents to which each Seller is a party;
(d) instruments of conveyance and transfer, in form and substance reasonably satisfactory to counsel to the BuyersBuyer and its counsel, effecting the sale, transfer, assignment and conveyance of the Assets to the BuyersBuyer, including, but not limited to, the following:
(i) assignments of the Station Licenses;
(ii) bills of sale for all Personal Assets other than the Owned Real Property;
(iii) warranty deeds for all Owned Real Property;
(iv) assignments of the Assumed Contracts; and
(v) assignments of all intangible personal property including all books, records, logs and similar assets;
(eb) resolutions of the Sellers, authorizing the execution, delivery and performance of this AgreementAgreement and the Transaction Documents, certified by the Sellers;
(fc) good standing certificates of each of the Mandatory ConsentsSellers from their respective states of formation and from the States of Connecticut, Louisiana, Maine, Massachusetts, New Jersey, New York and Texas, as applicable, in each case dated not more than 10 days prior to the Closing;
(d) an officer's certificate of each of the Sellers certifying that the conditions set forth in Section 11.1 have been met;
(e) an opinion of Proskauer Rose LLP, dated the Closing Date, in substantially the form of Exhibit B; and
(gf) such other documents as may reasonably be requested by the Buyers' counselBuyer's counsel in connection with the Closing of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Citadel Communications Corp)
Documents to be Delivered by the Sellers. At the Closing, the Sellers shall deliver to the Buyers Buyer the following (the "the Buyers' Buyer's Closing Transactions"):
(a) a certificate of an officer of each Seller, dated the Closing Date, in form and substance reasonably satisfactory to the Buyers, certifying as to the fulfillment of the conditions set forth in Sections 11.1 through 11.8 hereof;
(b) opinions of the Sellers' counsel, dated the Closing Date, reasonably acceptable to the Buyers and their counsel;
(c) the The Transaction Documents to which each Seller is a party;
(db) instruments of conveyance and transfer, in form and substance reasonably satisfactory to counsel to the BuyersBuyer, effecting the sale, transfer, assignment and conveyance of the Assets to the BuyersBuyer, including, but not limited to, the following:
(i) assignments of the Station Licenses;
(ii) bills of sale for all Personal Assets other than the Owned Real Property;
(iii) warranty deeds for all Owned Real Property;
(iv) assignments of the Assumed Contracts; and
(v) assignments of all intangible personal property including all books, records, logs and similar assets;
(ec) resolutions of the Sellers, authorizing the execution, delivery and performance of this Agreement, certified by the Sellers;
(fd) good standing certificates of each of the Mandatory ConsentsSellers from their respective states of formation and from the States of Indiana, New York and South Carolina, as applicable, in each case dated not more than 10 days prior to the Closing;
(e) an officer's certificate of each of the Sellers certifying that the conditions set forth in Section 11.1 have been met; and
(gf) such other documents as may reasonably be requested by the Buyers' counselBuyer's counsel in order to effectuate the Closing of the transactions contemplated by this Agreement.
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