DOCUMENTS TO BE DELIVERED TO SELLER BY BUYER. At the Closing, Buyer shall deliver or cause to be delivered to Seller the following:
(a) Certified resolutions of Buyer's Board of Directors approving the execution and delivery of this Agreement and each of the other Documents and authorizing the consummation of the transaction contemplated hereby and thereby.
(b) The Purchase Price as set forth in Section 2.5.
(c) The agreement of Buyer assuming the obligations under any Station Agreements being assumed by Buyer.
(d) The certificate required under Section 7.1(b). Such additional information and materials as Seller shall have reasonably requested.
DOCUMENTS TO BE DELIVERED TO SELLER BY BUYER. At the Closing, Buyer shall deliver or cause to be delivered to Seller the following:
(a) Certified resolutions of Buyer's Board of Directors approving the execution and delivery of this Agreement and each of the other Documents and authorizing the consummation of the transaction contemplated hereby and thereby.
(b) The Purchase Price as set forth in Section 2.5 along with all necessary documents to cause the Escrow Agent to release the Exxxxxx Money to Seller.
(c) The agreement of Buyer assuming the obligations arising after Closing under the Station Agreements.
(d) The certificate required under Section 7.1(b).
(e) A Certificate of Good Standing for Buyer issued by its state of incorporation.
(f) Such additional information and materials as Seller shall have reasonably requested.
DOCUMENTS TO BE DELIVERED TO SELLER BY BUYER. At the Closing, Buyer shall deliver or cause to be delivered to Seller the following:
(a) Certified resolutions of the Board of Directors of Buyer and Salem Communications Corporation approving the execution and delivery of this Agreement and each of the other Documents and authorizing the consummation of the transaction contemplated hereby and thereby.
(b) The Purchase Price as set forth in Section 2.5.
(c) The agreement of Buyer assuming the obligations under any Station Agreements being assumed by Buyer.
(d) The certificate required under Section 7.1(b).
(e) Such additional instruments, information and materials as Seller shall have reasonably requested.
DOCUMENTS TO BE DELIVERED TO SELLER BY BUYER. At the Closing, Buyer shall deliver or cause to be delivered to Seller the following:
(a) The Notes as described in Section 1.2(a).
(b) The Security Agreement as described in Section 1.2(a).
(c) The Stock Purchase Agreement as described in Section 1.2(b) and other related documents as set forth in such Stock Purchase Agreement.
(d) Such additional information and materials as Seller shall have reasonably requested.
DOCUMENTS TO BE DELIVERED TO SELLER BY BUYER. At the Closing, Buyer shall deliver or cause to be delivered to Seller the following:
(a) Certified resolutions of Buyer's Board of Directors approving the execution and delivery of this Agreement and each of the other Documents and authorizing the consummation of the transaction contemplated hereby and thereby.
(b) The Purchase Price as set forth in Section 2.5.
(c) The agreement of Buyer assuming the obligations under any Station Agreements being assumed by Buyer.
(d) The certificate required under Section 7.1(b).
(e) The agreement ("Internet Agreement") by Buyer, or its affiliates, to provide technical assistance, without cost, to establish and operate a radio station that streams audio content over the Internet, in the form set forth in Exhibit B attached hereto.
(f) The agreement by Buyer, to allow Mr. Josexx Xxxxx xx produce and broadcast on the Station, without cost, up to one (1) hour of programming each week for one (1) year between the hours of 10:00 a.m. and 3:00 p.m. on Saturday, in substantially the form set forth in Exhibit C attached hereto.
(g) Such additional information and materials as Seller shall have reasonably requested.
DOCUMENTS TO BE DELIVERED TO SELLER BY BUYER. At the Closing, Buyer -------------------------------------------- shall deliver or cause to be delivered to Seller the following in form and substance reasonably satisfactory to Seller:
(a) Certified resolutions of Buyer's Board of Directors approving the execution and delivery of this Agreement and each of the other Documents and authorizing the consummation of the transaction contemplated hereby and thereby.
(b) The Purchase Price with the form of payment set forth in Section -------
(c) All documents necessary for the release of the Earnxxx Xxxey to Seller;
(d) The certificate required under Section 7.1 (b). ---------------
(e) An instrument executed by Buyer whereby Buyer shall assume all obligations of Seller under the Station Agreements.
(f) A certificate of Buyer's good standing in Massachusetts.
(g) Such additional information and materials as Seller shall have reasonably requested. ARTICLE IX ---------- SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ------------------------------------------- INDEMNIFICATION ---------------
DOCUMENTS TO BE DELIVERED TO SELLER BY BUYER. (A) Certificates representing the Buyer's Shares;
(B) A copy of certified resolutions of Buyer's Board of Directors authorizing the execution and delivery of this Agreement;
(C) A Certificate executed by Buyer's Chief Executive Officer that a closing of the Public Offering is occurring simultaneous with the Closing of this transaction; and
(D) Documents, satisfactory to the Seller, confirming the Dividend identified in Section 4.4.
DOCUMENTS TO BE DELIVERED TO SELLER BY BUYER. At the Closing, Buyer -------------------------------------------- shall deliver or cause to be delivered to Seller the following:
(a) Certified resolutions of Buyer's Board of Directors approving the execution and delivery of this Agreement and each of the other Documents and authorizing the consummation of the transaction contemplated hereby and thereby.
(b) The Cash Purchase Price with the form of payment set forth in Section 2.5.
(c) The agreement of Buyer, in form and substance acceptable to Seller, assuming the obligations of Seller and the Company under any Trade Agreements and Station Agreements being assumed by Buyer and assuming the obligations imposed on Seller in section 2.3.
(d) The certificate required under Section 7.1(b).
(e) The agreement of Buyer, in form and substance acceptable to Seller, assuming the obligations of Seller, under the Lease Agreement and the Purchase Agreement.
(f) Such additional information and materials as Seller shall have reasonably requested.
DOCUMENTS TO BE DELIVERED TO SELLER BY BUYER. At the Closing, Buyer shall deliver or cause to be delivered to Seller the following:
(a) Certified resolutions of Buyer's Board of Directors approving the execution and delivery of this Agreement and each of the other Documents and authorizing the consummation of the transaction contemplated hereby and thereby.
DOCUMENTS TO BE DELIVERED TO SELLER BY BUYER. (A) Certificates representing the Buyer's Shares;
(B) A copy of certified resolutions of Buyer's Board of Directors authorizing the execution and delivery of this Agreement; and
(C) Documents, satisfactory to the Seller, confirming the Dividend identified in Section 4.4. ARTICLE IX ---------- POST CLOSING OBLIGATIONS ------------------------
9.1 Seller agrees to indemnify Eagle for any payments that Eagle is obligated to make in connection with the properties identified on Schedule I in excess of Eagle's lease obligations to Seller or any of its subsidiaries, all as set forth in the Registration Statement.
9.2 Seller will fulfill its obligations, if any, as set forth in Section 4.3.
