Performance at Closing. Seller shall have performed all agreements, covenants and obligations required by Article 2 of this Agreement to be so performed by Seller at the Closing.
Performance at Closing. Purchaser shall have performed all agreements, covenants and obligations required by Article 2 of this Agreement to be so performed by Purchaser at the Closing.
Performance at Closing. The following documents shall be executed and delivered at Closing:
Performance at Closing. Seller shall have performed all of its obligations and deliveries under Article III, or stand ready, willing and able to perform all of same at Closing.
Performance at Closing. Seller and the Company shall have performed all agreements, covenants and obligations required by this Agreement to be so performed by Seller and the Company at or before the Closing, including the Oxbow Property Transfer.
Performance at Closing. Purchaser shall have performed all agreements, covenants and obligations required by the PSA to be so performed at or before the Closing.
Performance at Closing. The following documents shall be ---------------------- executed and delivered at Closing:
10.2.1 Seller shall deliver to Buyer: -----------------------------
(a) A certificate executed by the Seller attesting to the Seller's compliance with the matters set forth in Sections 9.2.1, 9.2.2 and 9.2.3 together with (i) certified copies of the Certificates of Incorporation of the Seller and (ii) appropriate evidence of the Seller's authorization to enter into and consummate this Agreement.
(b) One or more assignments transferring to Buyer all of the interests of Seller in and to the Station Licenses, the Station Applications, and all other licenses, permits, and authorizations issued by any other governmental authorities that are used in or necessary for the lawful operation of the Stations.
(c) One or more bills of sale conveying to Buyer the Station Equipment.
(d) One or more assignments, together with all Required Consents assigning to Buyer all of the Contracts, the Station Records and the Intangible Property.
(e) One or more assignments, general warranty deeds or other appropriate instruments conveying to Buyer all rights of Seller in the Real Property and all consents to such assignments necessary for the legally enforceable assignment of such interests.
(f) The Covenant.
(g) An opinion of Seller's corporate and FCC Counsel, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, and to be for the benefit of and to be relied upon by Buyer and the Senior Lenders.
(h) The affidavit described in Section 5.16.
(i) The Estoppel Certificates obtained in accordance with Seller's covenant in Section 8.16 hereof.
(j) UCC-3 termination statements executed by each of the Owners' creditors, along with such other documents and instruments as may be necessary in order to evidence the termination, discharge and release of all Liens that such creditors maintain on the Assets.
10.2.2 Buyer shall deliver to Seller: -----------------------------
(a) A certificate executed by Buyer attesting to Buyer's compliance with the matters set forth in Sections 9.3.1 and 9.3.2, together with (i) certified copies of the Certificate of Incorporation of Buyer and (ii) appropriate evidence of Buyer's authorization to enter into and consummate this Agreement.
(b) The Purchase Price as adjusted in accordance with Articles III, IV and Section 8.5 hereof.
(c) Such assumption agreements and other instruments and documents as are required to make, confirm, and evidence B...
Performance at Closing. Purchaser shall have performed each of the acts each such corporation is required to perform under this Agreement and shall have delivered or tendered delivery of each of the certificates and other documents each such corporation is required to deliver.
Performance at Closing iNet shall have performed each of the acts it is required to perform under this Agreement and shall have delivered or tendered delivery of each of the certificates and other documents it is required to deliver.
Performance at Closing. The following documents shall be executed and delivered at Closing:
(a) BY SELLER --------- Seller shall deliver to Buyer:
(1) A certificate executed by Seller's President attesting to (i) Seller's compliance with the matters set forth in Paragraphs 8.2(a) and 8.2(b), and (ii) the total amount of advertising time owed in respect of the Trade Agreements and the Negative Trade Balance, if any.
(2) One or more assignments transferring to Buyer all of the interests of Seller in and to the Stations Licenses, and all other licenses, permits, and authorizations issued by any federal, state, or local regulatory agencies that are used in or necessary for the lawful operation of the Stations.
(3) One or more bills of sale conveying to Buyer all of the Station's Equipment in a form usual and customary in the jurisdictions where the Stations' Equipment is located.
(4) One or more assignments assigning to Buyer all of Seller's rights under the Assumed Obligations.
(5) One or more assignments conveying to Buyer the Promotional Rights, the Intangible Property, and the Business Records.
(6) The Covenant not to Compete of Seller and Seller's president, John Power, that they will not actively operate, manage or work for any radio station which has a sales office in or is licensed in Butte County, California.
(b) BY BUYER -------- Buyer shall deliver to Seller:
(1) A certificate executed by Buyer's President attesting to Buyer's compliance with the matters set forth in Paragraphs 8.3 (a) and 8.3 (b).
(2) Such assumption agreements and other instruments and documents as are required to make, confirm and evidence Buyer's assumption of an obligation to pay, perform and discharge Seller's obligations arising after the Closing Date under the Assumed Obligations. The parties will also execute such other documents and perform such other acts, before and after Closing, as may be necessary for the complete implementation and consummation of this Agreement.
