Documents to be Delivered to Buyer by Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer the following: (a) Certified resolutions of Seller's Board of Directors and Shareholders approving the execution and delivery of this Agreement and each of the other Documents and authorizing the consummation of the transactions contemplated hereby and thereby. (b) A xxxx of sale and other instruments of transfer and conveyance transferring to Buyer all right, title and interest of Seller in and to the Tangible Personal Property. (c) Executed releases, in suitable form for filing and otherwise in form and substance reasonably satisfactory to Buyer, of any security interests granted in the Sale Assets as security for payment of loans and other obligations and of any other Liens (other than Permitted Liens). (d) An instrument or instruments assigning to Buyer all right, title and interest of Seller in and to all Station Agreements, including leases for the Real Property, being assumed by Buyer. (e) An instrument assigning to Buyer all right, title and interest of Seller in the FCC Licenses, all pending applications relating to the Station before the FCC, and any remaining Sale Assets not otherwise conveyed. (f) An instrument assigning to Buyer all rights, title and interest of Seller to the Intangible Personal Property. (g) Such additional information and materials as Buyer shall have reasonably requested, including without limitation, evidence that all consents and approvals required as a condition to Buyer's obligation to close hereunder have been obtained.
Appears in 1 contract
Samples: Asset Purchase Agreement (Salem Communications Corp /De/)
Documents to be Delivered to Buyer by Seller. At the Closing, Seller -------------------------------------------- shall deliver or cause to be delivered to Buyer the followingfollowing in form and substance reasonably satisfactory to Buyer:
(a) Certified resolutions of Seller's Board of Directors and Shareholders approving the execution and delivery of this Agreement and each of the other Documents documents and authorizing the consummation of the transactions contemplated hereby and thereby.
(b) The certificate required by Section 6.1(b). --------------
(c) A xxxx of bill xx sale and other instruments of transfer and conveyance transferring to Buyer all right, title and interest of Seller in and to the Tangible Personal Property.
(cd) Executed releases, in suitable form for filing and otherwise in form and substance reasonably satisfactory to Buyer, of any security interests granted in the Sale Assets as security for payment of loans and other obligations and of any other Liens (other than Permitted Liens).
(de) An instrument or instruments assigning to Buyer all rightfight, title and interest of Seller in and to all Station Agreements, including leases for the Real Property, Agreements being assumed by Buyer.
(ef) An instrument assigning to Buyer all right, title and interest of Seller in the FCC Licenses, all pending applications relating to the Station before the FCC, and any remaining Sale Assets not otherwise conveyed.
(fg) An instrument assigning to A receipt acknowledging payment by the Buyer all rights, title and interest of Seller to the Intangible Personal PropertyPurchase Price.
(gh) A certificate of Seller's good standing in the Commonwealth of Massachusetts.
(i) Such additional information and materials as Buyer shall have reasonably requested, including without limitation, evidence that all consents and approvals required as a condition to Buyer's obligation to close hereunder have been obtained.
Appears in 1 contract
Samples: Asset Purchase Agreement (Salem Communications Corp /De/)
Documents to be Delivered to Buyer by Seller. At the Closing, Seller -------------------------------------------- (or shall cause the Company to) to deliver or cause to be delivered to Buyer the following:
(a) Certified resolutions of Seller's Board the trustee of Directors and Shareholders Seller approving the execution and delivery of this Agreement and each of the other Documents and authorizing the consummation of the transactions contemplated hereby and thereby.
(b) The certificate required by Section 6.1(b).
(c) A xxxx of sale and other instruments of transfer and conveyance transferring to Buyer all right, title and interest of Seller in and to the Tangible Personal Property.
(cd) Executed releases, in suitable form for filing and otherwise in form and substance reasonably satisfactory to Buyer, of any security interests granted in the Sale Assets as security for payment of loans and other obligations and of any other Liens (other than Permitted Liens).
(de) Warranty deeds and any other required instruments of transfer and conveyance transferring to Buyer the Real Property.
(f) Executed mortgage satisfactions and any other documents required by the title insurance company under Section 6.10 as a condition to issuing the title insurance policy in the form required by Section 6.10.
(g) An instrument or instruments assigning to Buyer all right, title and interest of Seller the Company in and to all Trade Agreements and Station Agreements, including leases for the Real Property, Agreements being assumed by Buyer.
(eh) An instrument or instruments assigning to Buyer all right, title and interest of Seller the Company in the FCC Licenses, all pending applications relating to the Station before the FCC, and any remaining Sale Assets not otherwise conveyed.
(fi) An instrument assigning to Buyer all rightsThe opinion of Seller's FCC counsel, title and interest of Seller dated the Closing Date, to the Intangible Personal Propertyeffect set forth in Section 6.6.
(gj) Such additional information and materials as Buyer shall have reasonably requested, including without limitation, evidence that all consents and approvals required as a condition to Buyer's obligation to close hereunder have been obtained.
Appears in 1 contract
Samples: Asset Purchase Agreement (Salem Communications Corp /Ca/)
Documents to be Delivered to Buyer by Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(a) Certified resolutions of Seller's Board of Directors and Shareholders approving the execution and delivery of this Agreement and each of the other Documents and authorizing the consummation of the transactions contemplated hereby and thereby.
(b) The certificate required by SECTION 6.1(b).
(c) A xxxx of sale and other instruments of transfer and conveyance transferring to Buyer all right, title and interest of Seller in and to the Tangible Personal Property.
(cd) Executed releases, in suitable form for filing and otherwise in form and substance reasonably satisfactory to Buyer, of any security interests granted in the Sale Assets as security for payment of loans and other obligations and of any other Liens (other than Permitted Liens).
(de) An instrument or instruments assigning to Buyer all right, title and interest of Seller in and to all Station AgreementsAgreements being assumed by Buyer, and all Real Property, including leases for the Real Property, being assumed by Buyer.
(ef) An instrument assigning to Buyer all right, title and interest of Seller in the FCC Licenses, all pending applications relating to the Station before the FCC, and any remaining Sale Assets not otherwise conveyed.
(fg) An instrument assigning to Buyer all rights, title and interest of Seller to the Intangible Personal Propertyassets described in SECTIONS 2.1(f) AND (g) hereof.
(gh) The opinion of Seller's FCC counsel, dated the Closing Date, to the effect set forth in SECTION 6.5.
(i) True and correct copies of all records as described in SECTION 2.1(e) hereof.
(j) The ATLA Policy required by Section 6.10.
(k) Such additional information and materials as Buyer shall have reasonably requested, including without limitation, evidence that all consents and approvals required as a condition to Buyer's obligation to close hereunder have been obtained.
Appears in 1 contract
Samples: Asset Purchase Agreement (Salem Communications Corp /De/)
Documents to be Delivered to Buyer by Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(a) Certified resolutions of Seller's Board shareholders and board of Directors and Shareholders directors approving the execution and delivery of this Agreement and each of the other Documents documents and authorizing the consummation of the transactions contemplated hereby and thereby.
(b) A xxxx of bill xx sale and other instruments of transfer and conveyance transferring to Buyer all right, title and interest of Seller in and to the Tangible Personal Property.
(c) Executed releases, in suitable form for filing and otherwise in form and substance reasonably satisfactory to Buyer, of any security interests granted in the Sale Assets as security for payment of loans and other obligations and of any other Liens (other than Permitted Liens).
(d) An instrument or instruments assigning to Buyer all right, title and interest of Seller in and to all Station Agreements, including leases for the Real Property, Agreements being assumed by Buyer.
(e) An instrument assigning to Buyer all right, title and interest of Seller in the FCC Licenses, all pending applications relating to the Station station before the FCC, and any remaining Sale Assets not otherwise conveyed.
(f) An instrument assigning unwind agreement in form and substance to Buyer satisfactory to all rightsparties, title and interest of Seller in the event Closing occurs prior to the Intangible Personal PropertyFCC Order becoming a Final Action.
(g) Such additional information and materials as Buyer shall have reasonably requested, including without limitation, evidence that all consents and approvals required as a condition to Buyer's obligation to close hereunder have been obtained.
Appears in 1 contract
Samples: Asset Purchase Agreement (Salem Communications Corp /De/)