Seller Documents. At the Closing, Seller shall deliver to Buyer any and all documents required to satisfy the conditions set forth in Section 9 of this Agreement and any other closing documents reasonably requested by Buyer.
Seller Documents. At Closing, Seller shall deliver or cause to be delivered to Buyer:
(i) good standing certificates issued by the Secretary of State of Seller’s jurisdiction of formation;
(ii) certified copies of resolutions authorizing the execution, delivery and performance of this Agreement, including the consummation of the transactions contemplated hereby;
(iii) the certificate described in Section 7.1(c);
(iv) an assignment of FCC authorizations assigning the FCC Licenses from Seller to Buyer;
(v) an assignment and assumption of contracts assigning the Station Contracts from Seller to Buyer;
(vi) an assignment and assumption of leases assigning the Real Property Leases (if any) from Seller to Buyer;
(vii) special warranty deeds conveying the Owned Real Property (if any) from Seller to Buyer;
(viii) an assignment of marks assigning the Stations’ registered marks listed on Schedule 1.1(e) (if any) from Seller to Buyer;
(ix) domain name transfers assigning the Stations’ domain names listed on Schedule 1.1
Seller Documents. At Closing, Seller shall deliver or cause to be delivered to Buyer:
(i) a certificate or other evidence from the Registration of Corporations and Entities demonstrating that Seller is a corporation in good standing in the Commonwealth of Puerto Rico (including any tax clearance certificates, if available);
(ii) a certificate executed by Seller certifying the due authorization of this Agreement and the Seller Ancillary Agreements, together with copies of Seller’s authorizing resolutions; from Seller to Buyer;
(iii) the certificate described in Section 7.1(c);
(iv) an assignment of FCC authorizations assigning the FCC Licenses
(v) a deed of sale (or similar general warranty deed) transferring the Owned Real Property to Buyer, together with any additional documents (such as, without limitation, an affidavit of title or residency certification, W-9, FIRPTA certificate) requested by Buyer’s title company;
(vi) an assignment and assumption of leases assigning the Real Property Leases from Seller to Buyer;
(vii) a xxxx of sale conveying the other Station Assets from Seller to Buyer;
(viii) appropriate documents necessary to release all Liens on the Station Assets except for Permitted Liens;
(ix) a copy of the Required Consents, and estoppel certificates executed by the lessor with respect to any Real Property Lease in a form reasonably satisfactory to Buyer, confirming the terms of such lease and that Seller is not in default under, or in breach of, such lease and such other customary matters reasonably requested by Buyer;
(x) a joint notice to the Escrow Agent, executed by Seller requesting the release of the Deposit to Seller;
(xi) any other instruments of conveyance, assignment and transfer that may be reasonably necessary to convey, transfer and assign the Station Assets from Seller to Buyer, free and clear of Liens, except for Permitted Liens.
Seller Documents. At Closing, Sellers shall deliver or cause to be delivered to Buyer:
(a) certified copies of all resolutions necessary to authorize the execution, delivery and performance of this Agreement by Sellers and the Company, including the consummation of the Transaction;
(b) the certificate described in Section 7.1(c);
(c) original share certificates representing the Equity Interests (or in the case of lost share certificates, affidavits of loss, including customary indemnification provisions), duly endorsed in blank for transfer, or accompanied by irrevocable stock powers duly executed in blank;
(d) a statement from the Company meeting the requirements of Treasury Regulation sections 1.897-2(h) and 1.1445-3(c)(3) to the effect that the stock in the Company does not constitute a “United States real property interest” under Section 897(c) of the Code, provided that the sole remedy for Buyer if such a statement is not provided is to withhold the required Taxes as provided under Section 1445 of the Code from any Seller which is unable to provide a certificate of non-foreign status that complies with Treasury Regulation Section 1.1445-2(b)(2);
(e) resignations of each officer and director of the Company from their positions as officer or director, as applicable, effective as of the Closing;
(f) a copy of the Escrow Agreement, duly executed by the Stockholder Representative and the Company;
(g) copies of the Organizational Documents of the Company and Sellers that are level entities, certified by the Secretary of State hereof;
(h) a Form W-9 properly completed and duly executed by the Stockholder Representative;
(i) an opinion of counsel to the Voting Trust addressed to the Buyer in substantially the form attached as Exhibit B;
(j) a copy of the Transition Services Agreement, duly executed by The Dispatch Printing Company; and
(k) such other documents and instruments as Buyer has determined to be reasonably necessary to consummate the Transaction.
Seller Documents. Seller shall deliver to Buyer (or make available to Buyer at Seller’s offices at the Property during normal working hours and days, together with the right to copy any and all such items as Buyer deems desirable, at Buyer’s expense), any of the following relating to the Property that Seller has in its possession or control (the “Property Information”): (a) the Plans and Reports, (b) the Service Contracts, (c) the Equipment Leases, (c) the Documents; and (d) a written list of any and all warranties or guaranties of which Seller has knowledge relating to the Property or the Improvements and enforceable by the Seller.
Seller Documents. Seller’s rights under any Seller Document;
Seller Documents. Sellers shall sign and deliver, or cause to be delivered, at the Closing, the following duly and fully executed instruments, certificates, opinions and other documents:
(A) a duly executed settlement deed certifying that the Promissory Note has been repaid in its entirety and no additional amounts are due thereunder (the "Settlement Deed");
(B) duly certified copies of resolutions of the Board of Directors and, if required, the shareholders of each of the Sellers authorizing the execution, delivery and performance of this Agreement and the Promised Agreements to which it is a party, which resolutions shall be in full force and effect;
(C) a certificate signed by the President or a Vice President of each Seller certifying that (i) each of the conditions set forth in Subsection (b)(ii) of Article Seven is then satisfied, and (ii) such Seller has performed in all material respects all obliga- tions to be performed by it under this Agreement at or before the Closing;
(D) opinions of counsel to VTR and CNT dated the Closing Date, addressed to UIH in the forms attached as Annexes A, B and C;
(E) the Indemnification Agreements, duly executed by each of SBCI and Quinenco;
(F) the Public Deeds, duly executed by the Sellers;
(G) the License Agreement, duly executed by VTR and Hipercable;
(H) the stock transfer ledger of Hipercable, each of the Subsidiaries and Newcom, all minutes of meetings of each of the board ox xxxxctors and the shareholders of Hipercable, each of the Subsidiaries and Newcom, and all other books and records of Hipercable, xxxx xf the Subsidiaries and Newcom;
(I) the certificates representing the Seller Shares and the Newcom Shares in form reasonably acceptable to UIH;
(J) all documents and instruments required to terminate the Technical Assistance Agreement, with respect to Hipercable, the Subsidiaries and Newcom, and each other Related Party Agreement, if anx, xxx terms of which are less favorable to any of the Companies or Newcom, as applicable, than would have been available in xx arms' length transaction on the date such contract was entered into, in each case without any further obligation of any of the Companies or Newcom except for any obligations owed with respect to any periox xxxxr to the Closing; and
(K) such other documents and instruments as UIH may reasonably request.
Seller Documents. With reasonable promptness, but in no event later than three (3) Business Days following the Effective Date, Seller shall deliver (or make available at Seller’s offices at the Property) to Purchaser the following items to the extent the same exist and are in Seller’s possession or under its control: (a) “as-built” plans and specifications for the Property; (b) a certificate of occupancy (or its jurisdictional equivalent) for the Property; (c) all surveys related to the Property; (d) all environmental reports related to the Property (including without limitation, Phase I and Phase II environmental investigation reports); (e) all appraisals or valuations related to the Property; (f) all guaranties and warranties in effect with respect to all or any portion of the Property; (g) full and complete copies of any existing leases and current rent rolls related thereto and all other agreements related to the Property, together with all amendments and modifications thereof; (h) Lessee’s financial statements for the previous three years as filed with the Securities and Exchange Commission; (i) all property condition reports related to the Property; and (j) all other documents related to the ownership, lease and operation of the Property, and reasonably requested by Purchaser, all subject to Section 4.04.
Seller Documents. Within fourteen (14) days from the Effective Date, SELLER shall provide access to BUYER to the following documents and materials related to the Property to the extent in SELLER’s actual possession: copies of any environmental or other reports, surveys, engineering studies, soil reports, environmental impact reports, negative declarations, maps, conditions of approval, permits, plans, the LTA, the NCOE Lease, and any other material information relating to the condition of or feasibility of developing the Property (collectively, “Seller’s Documents”). Except as follows in the immediately following sentence, all of Seller’s Documents are being provided to BUYER by SELLER without any representation or warranty as to the completeness or accuracy of any information set forth therein. SELLER represents and warrants to its actual knowledge that the copies of the LTA and the NCOE Lease are true and complete copies thereof.
Seller Documents. Seller shall deliver to Buyer each of the Seller Documents, duly executed by Seller.
