Seller Documents. At Closing, Seller shall deliver or cause to be delivered to (a) good standing certificates issued by the Secretary of State of Seller’s jurisdiction of formation and each of the jurisdictions in which Seller is required by law to be qualified as a result of its ownership of any Purchased Asset or operation of the Business; (b) certified copies of all corporate, limited liability company or other resolutions necessary to authorize the execution, delivery and performance of this Agreement, including the consummation of the transactions contemplated hereby; (c) the certificate described in Section 7.1(c); (d) assignments of FCC authorizations assigning the FCC Licenses from Seller to Buyer in substantially the forms attached hereto as Exhibit B, duly executed by Seller; (e) assignments and assumptions of contracts assigning the Purchased Contracts from Seller to Buyer in substantially the forms attached hereto as Exhibit C, duly executed by Seller; (f) assignments and assumptions of leases assigning the Real Property Leases from Seller to Buyer in substantially the forms attached hereto as Exhibit D, duly executed by Seller; (g) limited or special (but not general) warranty deeds (as customary in the applicable jurisdiction and subject to Permitted Liens) in recordable form conveying the Owned Real Property from Seller to Buyer in forms reasonably acceptable to Seller and Buyer, duly executed by Seller; (h) intellectual property assignments duly executed by Seller assigning the Intangible Property listed on Schedule 1.1(e) to Buyer, in substantially the forms attached hereto as Exhibit E; (i) domain name transfers duly executed by Seller assigning the Business’ domain names included in the Intangible Property, including the domain names listed on Schedule 1.1(e) (if any), to Buyer; (j) general bills of sale conveying the other Purchased Assets from Seller to Buyer in substantially the forms attached hereto as Exhibit F, duly executed by Seller; (k) an affidavit of non-foreign status of Seller that complies with Section 1445 of the Code in substantially the form attached hereto as Exhibit G, duly executed by Seller; (l) the Indemnity Escrow Agreement, duly executed by Seller; (m) the Unwind Agreement, if applicable under Section 1.9; (n) joint written instructions of Granite and Buyer to the Escrow Agent instructing the Escrow Agent to transfer the Deposit Escrow Fund to the Indemnity Escrow and to disburse all Earnings thereon to Buyer; (i) with respect to the Liens securing Seller’s secured credit facilities, (x) a letter from the appropriate agent thereunder acknowledging that, upon receipt of the amount required to be prepaid as a result of the transactions contemplated by this Agreement, the Liens securing the Purchased Assets will be released; and (y) a form of UCC-3 financing statement to be filed in Seller’s jurisdiction of organization following receipt by such agent of such amount; and (ii) forms of documentation reasonably acceptable to both parties effectuating the release of all other Liens on the Purchased Assets, if any; and (p) documents reasonably requested by Buyer’s title company or the relevant County to record the deed for the Owned Real Property or that such parties may reasonably request in furtherance of the transactions contemplated hereby, including any documents necessary to vest, evidence or confirm title of the Purchased Assets in Buyer. Seller:
Appears in 1 contract
Seller Documents. At ClosingSellers shall sign and deliver, Seller shall deliver or cause to be delivered todelivered, at the Closing, the following duly and fully executed instruments, certificates, opinions and other documents:
(aA) good standing certificates issued by a duly executed settlement deed certifying that the Secretary Promissory Note has been repaid in its entirety and no additional amounts are due thereunder (the "Settlement Deed");
(B) duly certified copies of State resolutions of Seller’s jurisdiction the Board of formation and Directors and, if required, the shareholders of each of the jurisdictions in which Seller is required by law to be qualified as a result of its ownership of any Purchased Asset or operation of the Business;
(b) certified copies of all corporate, limited liability company or other resolutions necessary to authorize Sellers authorizing the execution, delivery and performance of this AgreementAgreement and the Promised Agreements to which it is a party, including the consummation of the transactions contemplated herebywhich resolutions shall be in full force and effect;
(cC) a certificate signed by the certificate described President or a Vice President of each Seller certifying that (i) each of the conditions set forth in Section 7.1(c)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;
(dD) assignments opinions of FCC authorizations assigning counsel to VTR and CNT dated the FCC Licenses from Seller Closing Date, addressed to Buyer UIH in substantially the forms attached hereto as Exhibit BAnnexes A, B and C;
(E) the Indemnification Agreements, duly executed by Sellereach of SBCI and Quinenco;
(eF) assignments and assumptions of contracts assigning the Purchased Contracts from Seller to Buyer in substantially the forms attached hereto as Exhibit CPublic Deeds, duly executed by Sellerthe Sellers;
(f) assignments and assumptions of leases assigning the Real Property Leases from Seller to Buyer in substantially the forms attached hereto as Exhibit D, duly executed by Seller;
(g) limited or special (but not general) warranty deeds (as customary in the applicable jurisdiction and subject to Permitted Liens) in recordable form conveying the Owned Real Property from Seller to Buyer in forms reasonably acceptable to Seller and Buyer, duly executed by Seller;
(h) intellectual property assignments duly executed by Seller assigning the Intangible Property listed on Schedule 1.1(e) to Buyer, in substantially the forms attached hereto as Exhibit E;
(i) domain name transfers duly executed by Seller assigning the Business’ domain names included in the Intangible Property, including the domain names listed on Schedule 1.1(e) (if any), to Buyer;
(j) general bills of sale conveying the other Purchased Assets from Seller to Buyer in substantially the forms attached hereto as Exhibit F, duly executed by Seller;
(k) an affidavit of non-foreign status of Seller that complies with Section 1445 of the Code in substantially the form attached hereto as Exhibit G, duly executed by Seller;
(l) the Indemnity Escrow License Agreement, duly executed by SellerVTR and Hipercable;
(mH) the Unwind 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 applicable under Section 1.9;
(n) joint written instructions anx, xxx terms of Granite and Buyer which are less favorable to any of the Escrow Agent instructing Companies or Newcom, as applicable, than would have been available in xx arms' length transaction on the Escrow Agent to transfer date such contract was entered into, in each case without any further obligation of any of the Deposit Escrow Fund to the Indemnity Escrow and to disburse all Earnings thereon to Buyer;
(i) Companies or Newcom except for any obligations owed with respect to any periox xxxxr to the Liens securing Seller’s secured credit facilities, (x) a letter from the appropriate agent thereunder acknowledging that, upon receipt of the amount required to be prepaid as a result of the transactions contemplated by this Agreement, the Liens securing the Purchased Assets will be released; and (y) a form of UCC-3 financing statement to be filed in Seller’s jurisdiction of organization following receipt by such agent of such amount; and (ii) forms of documentation reasonably acceptable to both parties effectuating the release of all other Liens on the Purchased Assets, if anyClosing; and
(pK) such other documents reasonably requested by Buyer’s title company or the relevant County to record the deed for the Owned Real Property or that such parties and instruments as UIH may reasonably request in furtherance of the transactions contemplated hereby, including any documents necessary to vest, evidence or confirm title of the Purchased Assets in Buyer. Seller:request.
Appears in 1 contract
Samples: Promise Agreement (United International Holdings Inc)
Seller Documents. At Closing, Seller shall deliver or cause to be delivered toto Buyer:
(a) good standing certificates issued by the Secretary of State of Seller’s jurisdiction of formation and each of the jurisdictions in which Seller is required by law to be qualified as a result of its ownership of any Purchased Asset or operation of the Business;
(b) certified copies of all corporate, limited liability company or other resolutions necessary to authorize the execution, delivery and performance of this Agreement, including the consummation of the transactions contemplated hereby;
(c) the certificate described in Section 7.1(c);
(d) assignments of FCC authorizations assigning the FCC Licenses from Seller to Buyer in substantially the forms attached hereto as Exhibit B, duly executed by SellerSeller and the High Plains Entities;
(e) assignments and assumptions of contracts assigning the Purchased Contracts from Seller or the High Plains Entities, as applicable, to Buyer in substantially the forms attached hereto as Exhibit C, duly executed by SellerSeller and the High Plains Entities;
(f) assignments and assumptions of leases assigning the Real Property Leases from Seller or the High Plains Entities, as applicable, to Buyer in substantially the forms attached hereto as Exhibit D, duly executed by SellerSeller and the High Plains Entities;
(g) limited or special (but not general) warranty deeds (as customary in the applicable jurisdiction and subject to Permitted Liens) in recordable form conveying the Owned Real Property from Seller or the High Plains Entities, as applicable, to Buyer in forms reasonably acceptable to be mutually agreed by Seller and Buyer, duly executed by SellerSeller and the High Plains Entities;
(h) intellectual property assignments duly executed by the Seller and the applicable High Plains Entities assigning the Intangible Property listed on Schedule 1.1(e) to Buyer, in substantially the forms attached hereto as Exhibit E, duly executed by Seller and the High Plains Entities;
(i) domain name transfers duly executed by the Seller and the applicable High Plains Entities assigning the Business’ domain names included in the Intangible Property, including the domain names listed on Schedule 1.1(e) (if any), to Buyer;
(j) a general bills of sale conveying the other Purchased Assets from Seller or the High Plains Entities, as applicable, to Buyer in substantially the forms attached hereto as Exhibit F, duly executed by SellerSeller and the High Plains Entities;
(k) an affidavit of non-foreign status of each of Seller and the High Plains Entities that complies with Section 1445 of the Code in substantially the form attached hereto as Exhibit G, duly executed by SellerSeller and the High Plains Entities;
(l) joint written instructions of Seller and Buyer to the Indemnity Escrow Agreement, duly executed by Agent instructing the Escrow Agent to release the Deposit Escrow Fund and all Earnings thereon to Seller;
(m) the Unwind Agreement, if applicable under Section 1.9;1.8; and
(n) joint written instructions of Granite and Buyer to the Escrow Agent instructing the Escrow Agent to transfer the Deposit Escrow Fund to the Indemnity Escrow and to disburse all Earnings thereon to Buyer;
(i) with respect to the Liens securing Seller’s senior secured credit facilities, (x) a letter from the appropriate agent thereunder acknowledging that, upon receipt of the amount required to be prepaid as a result of the transactions contemplated by this Agreement, the Liens securing the Purchased Assets will be released; and (y) a form of UCC-3 financing statement to be filed in Seller’s jurisdiction of organization following receipt by such agent of such amount; and (ii) forms of documentation reasonably acceptable to both parties effectuating the release of all other Liens on the Purchased Assets, if any; and
(p) documents reasonably requested by Buyer’s title company or , required to be released in connection with the relevant County to record the deed for the Owned Real Property or that such parties may reasonably request in furtherance of the transactions contemplated hereby, including any documents necessary to vest, evidence or confirm title of the Purchased Assets in Buyer. Seller:Financing.
Appears in 1 contract
Samples: Asset Purchase Agreement (Nexstar Broadcasting Group Inc)
Seller Documents. At Closing, Seller shall deliver or cause to be delivered toto Buyer:
(ai) good standing certificates issued by the Secretary of State of (a) Seller’s jurisdiction of formation and (b) each of the jurisdictions jurisdiction in which Seller is required by law to be qualified as a result of its ownership of any Purchased Asset or operation of the BusinessStation Assets are located;
(bii) certified copies of all corporate, limited liability company or other resolutions necessary to authorize the execution, delivery and performance of this Agreement, including the consummation of the transactions contemplated hereby;
(ciii) the certificate described in Section 7.1(c);
(div) assignments an assignment of FCC authorizations assigning the FCC Licenses from Seller to Buyer in substantially the forms form attached hereto as Exhibit B, duly executed by Seller;
(ev) assignments an assignment and assumptions assumption of contracts assigning the Purchased Station Contracts from Seller to Buyer in substantially the forms form attached hereto as Exhibit C, duly executed by Seller;
(fvi) assignments an assignment and assumptions assumption of leases assigning the Real Property Leases from Seller to Buyer in substantially the forms form attached hereto as Exhibit D, duly executed by Seller;
(gvii) limited or special (but not general) warranty deeds (as customary in the applicable jurisdiction and subject to Permitted Liens) in recordable form conveying the Owned Real Property from Seller to Buyer in forms reasonably acceptable to Seller and Buyer, duly executed by Seller;
(h) intellectual property assignments duly executed by Seller assigning the Intangible Property listed on Schedule 1.1(e) to Buyer, in substantially the forms form attached hereto as Exhibit E;
(iviii) an assignment of marks and copyrights assigning the Stations’ registered and applied for marks and copyrights listed on Schedule 1.1(e) from Seller to Buyer in substantially the form attached hereto as Exhibit F;
(ix) domain name transfers duly executed by Seller assigning the BusinessStations’ domain names included in the Intangible Property, including the domain names listed on Schedule 1.1(e) (if any), ) from Seller to Buyer;
(jx) general bills a xxxx of sale conveying the other Purchased Station Assets from Seller to Buyer in substantially the forms form attached hereto as Exhibit F, duly executed by SellerG;
(kxi) an affidavit of non-foreign status of Seller that complies with Section 1445 of the Code in substantially the form attached hereto as Exhibit G, duly executed by SellerH;
(lxii) an assignment of trademark license agreement from Seller to Buyer in substantially the form attached hereto as Exhibit I;
(xiii) evidence of the termination, which termination may be effective as of and contingent upon the occurrence of the Closing, of each of the Options and Rights of First Refusal set forth on Schedule 1.2(k), including (A) those certain Options and Rights of First Refusal, each dated as of September 30, 2009, by and among LicenseCo and certain of its affiliates and Networks (the “NVT Option Agreements”), pursuant to which Networks holds certain rights to acquire the assets of LicenseCo, including the Stations, (B) those certain Options and Rights of First Refusal, each dated September 30, 2009 or February 3, 2011, respectively, by and among PBC Broadcasting and certain of its affiliates and Networks (the “PBC Broadcasting Option Agreements”), pursuant to which Networks holds certain rights to acquire the assets of PBC Broadcasting, including the PBC Stations and (C) that certain Option and Right of First Refusal, dated September 30, 2009, by and among PBC Networks, LLC (“PBC Networks”) and certain of its affiliates and Networks (the “PBC Networks Option Agreements” and, together with the PBC Broadcasting Option Agreements, the “PBC Option Agreements”), pursuant to which Networks holds certain rights to acquire the assets of PBC Networks, including certain of the PBC Stations;
(xiv) any other instruments of conveyance, assignment and transfer that may be reasonably necessary or that Buyer may reasonably request to evidence the conveyance, transfer and assignment of the Station Assets from Seller to Buyer, free and clear of Liens, except for Permitted Liens;
(xv) any customary owner’s affidavits or gap indemnities reasonably requested from Seller by any title company retained by Buyer;
(xvi) the Indemnity Escrow Agreement, duly executed by Seller;; and
(mxvii) the Unwind Agreement, if applicable under Section 1.9;
(n) joint written instructions of Granite and Buyer to the Escrow Agent instructing the Escrow Agent to transfer the Deposit Escrow Fund to the Indemnity Escrow and to disburse all Earnings thereon to Buyer;
(i) with respect to the Liens securing Seller’s secured credit facilities, (x) a letter from the appropriate agent thereunder acknowledging that, upon receipt of the amount required to be prepaid as a result of the transactions contemplated by this Agreement, the Liens securing the Purchased Assets will be released; and (y) a form of UCC-3 financing statement to be filed in Seller’s jurisdiction of organization following receipt by such agent of such amount; and (ii) forms of documentation reasonably acceptable to both parties effectuating the release of all other Liens on the Purchased Assets, if any; and
(p) documents reasonably requested by Buyer’s title company or the relevant County to record the deed for the Owned Real Property or that such parties may reasonably request in furtherance of the transactions contemplated hereby, including any documents necessary to vest, evidence or confirm title of the Purchased Assets in Buyer. Seller:1.8.
Appears in 1 contract
Seller Documents. At the Closing, Seller shall deliver or cause to be delivered toto Buyer:
(a) a good standing certificates certificate issued by the Secretary of State of Seller’s and each Acquired Company’s jurisdiction of formation and each of the jurisdictions in which Seller is required by law to be qualified as a result of its ownership of any Purchased Asset or operation of the Businessformation;
(b) certified copies of all corporate, limited liability company or other resolutions necessary to authorize the execution, delivery and performance of this Agreement, including the consummation of the transactions contemplated herebyhereby and the Organizational Documents of each Acquired Company;
(c) the certificate described in Section 7.1(c8.1(c);
(d) assignments of FCC authorizations assigning certificates representing the FCC Licenses from Seller Equity Interests, in each case duly endorsed or accompanied by duly executed membership interest powers for transfer to Buyer in substantially the forms attached hereto and admitting Buyer as Exhibit B, duly executed by Sellera member of each Acquired Company;
(e) assignments and assumptions of contracts assigning the Purchased Contracts from Seller to Buyer in substantially the forms attached hereto as Exhibit C, duly executed by Seller;
(f) assignments and assumptions of leases assigning the Real Property Leases from Seller to Buyer in substantially the forms attached hereto as Exhibit D, duly executed by Seller;
(g) limited or special (but not general) warranty deeds (as customary in the applicable jurisdiction and subject to Permitted Liens) in recordable form conveying the Owned Real Property from Seller to Buyer in forms reasonably acceptable to Seller and Buyer, duly executed by Seller;
(h) intellectual property assignments duly executed by Seller assigning the Intangible Property listed on Schedule 1.1(e) to Buyer, in substantially the forms attached hereto as Exhibit E;
(i) domain name transfers duly executed by Seller assigning the Business’ domain names included in the Intangible Property, including the domain names listed on Schedule 1.1(e) (if any), to Buyer;
(j) general bills of sale conveying the other Purchased Assets from Seller to Buyer in substantially the forms attached hereto as Exhibit F, duly executed by Seller;
(k) an affidavit of non-foreign status of Seller that complies with Section 1445 of the Code in substantially the form attached hereto as Exhibit GC;
(f) the Organizational Documents for each Seller and each of the Acquired Companies, certified as of a recent date by the Secretary of State of the applicable jurisdiction of organization;
(g) The written resignations of the officers, managers and directors of the Acquired Companies, who are not Station Employees, to execute resignations at or prior to the Closing, to be effective as of the Closing, duly executed by Sellersuch Persons;
(lh) the Indemnity Escrow Agreement, duly executed by Seller;
(m) the Unwind Agreement, if applicable under Section 1.9;
(n) joint written instructions of Granite and Buyer to the Escrow Agent instructing the Escrow Agent to transfer the Deposit Escrow Fund to the Indemnity Escrow and to disburse all Earnings thereon to Buyer;; and
(i) with respect mortgage discharges and UCC termination statements or other appropriate releases, which when filed will release and satisfy any and all Indebtedness and Liens (other than Permitted Liens) relating to the Liens securing Seller’s secured credit facilitiesAcquired Companies’ assets and the Equity Interests, (x) a letter from together with proper authority to file such termination statements or other releases at and following the appropriate agent thereunder acknowledging that, upon receipt of the amount required to be prepaid as a result of the transactions contemplated by this Agreement, the Liens securing the Purchased Assets will be released; and (y) a form of UCC-3 financing statement to be filed in Seller’s jurisdiction of organization following receipt by such agent of such amount; and (ii) forms of documentation reasonably acceptable to both parties effectuating the release of all other Liens on the Purchased Assets, if any; and
(p) documents reasonably requested by Buyer’s title company or the relevant County to record the deed for the Owned Real Property or that such parties may reasonably request in furtherance of the transactions contemplated hereby, including any documents necessary to vest, evidence or confirm title of the Purchased Assets in Buyer. Seller:Closing.
Appears in 1 contract
Seller Documents. At Closing, the Seller shall deliver or cause to be delivered toBuyer the following instruments:
(a) good standing certificates issued by the Secretary of State of Seller’s jurisdiction of formation and each of the jurisdictions in which Seller is required by law to be qualified as a result of its ownership of any Purchased Asset or operation of the Businessa. Original Note A;
(b) certified copies of all corporate, limited liability company or other resolutions necessary b. Allonge to authorize the execution, delivery and performance of this Agreement, including the consummation of the transactions contemplated hereby;
(c) the certificate described Note A in Section 7.1(c);
(d) assignments of FCC authorizations assigning the FCC Licenses from Seller to Buyer in substantially the forms attached hereto as Exhibit B, duly executed by Seller;
(e) assignments and assumptions of contracts assigning the Purchased Contracts from Seller to Buyer in substantially the forms attached hereto as Exhibit C, duly executed by Seller;
(f) assignments and assumptions of leases assigning the Real Property Leases from Seller to Buyer in substantially the forms attached hereto as Exhibit D, duly executed by Seller;
(g) limited or special (but not general) warranty deeds (as customary in the applicable jurisdiction and subject to Permitted Liens) in recordable form conveying the Owned Real Property from Seller to Buyer in forms reasonably acceptable to Seller and Buyer, duly executed by Seller;
(h) intellectual property assignments duly executed by Seller assigning the Intangible Property listed on Schedule 1.1(e) to Buyer, in substantially the forms attached hereto as Exhibit E;
(i) domain name transfers duly executed by Seller assigning the Business’ domain names included in the Intangible Property, including the domain names listed on Schedule 1.1(e) (if any), to Buyer;
(j) general bills of sale conveying the other Purchased Assets from Seller to Buyer in substantially the forms attached hereto as Exhibit F, duly executed by Seller;
(k) an affidavit of non-foreign status of Seller that complies with Section 1445 of the Code in substantially the form attached hereto as Exhibit GA and made a part hereof executed by Seller ("Allonge");
c. Assignment and Assumption of CAHA LP Interest in the form attached hereto as Exhibit B and made a part hereof executed by GRP, duly in its capacity as a limited partner, and GRP II, in its capacity as a general partner together with the original certificates evidencing the CAHA LP Interest endorsed to Xxxxxxxxx Ventures without recourse representation or warranty by GRP;
d. Assignment and Assumption Agreement relative to Seller's economic interest in CAHA as a general partner in the form attached hereto as Exhibit C and made a part hereof executed by GRP II;
e. Assignment and Assumption of CBSA LP Interest in the form attached hereto as Exhibit D and made a part hereof, executed by GRP in its capacities as a limited partner and general partner together with the original certificates evidencing the CBSA LP Interest endorsed to Xxxxxxxxx Ventures without recourse, representation or warranty by GRP;
f. Assignment and Assumption Agreement relative to Seller's economic interest in CBSA as a general partner in the form attached hereto as Exhibit E and made a part hereof, executed by GRP;
g. Assignment and Assumption of Guarantee Fee Agreement in the form attached hereto as Exhibit F and made a part hereof, executed by Genesee;
h. Termination of the Home Leasing Corporation Pledge and Security Agreement (Relating to Note A) dated as of September 25, 1997 in the form attached hereto as Exhibit H and made a part hereof, executed by Seller;
i. Termination of the CS Broad Street, Inc. Pledge and Security Agreement (lRelating to Note A) dated as of September 25, 1997 in the Indemnity Escrow Agreementform attached hereto as Exhibit I and made a part hereof, duly executed by Seller;
j. Assignment and Assumption of the Clinton Asset Holding Associates, L.P. Pledge and Security Agreement (mRelating to Note A) dated as of September 25, 1997 in the Unwind Agreementform attached hereto as Exhibit J and made a part hereof, if applicable under Section 1.9executed by Seller;
k. Assignment and Assumption of the Clinton Broad Street Associates, L.P. Pledge and Security Agreement (nRelating to Note A) joint written instructions dated as of Granite September 25, 1997 in the form attached hereto as Exhibit K and Buyer to the Escrow Agent instructing the Escrow Agent to transfer the Deposit Escrow Fund to the Indemnity Escrow and to disburse all Earnings thereon to Buyermade a part hereof, executed by Seller;
l. Assignment and Assumption of Guarantee (Note A) dated September 25, 1997 in the form attached hereto as Exhibit L and made a part hereof, executed by Seller;
m. Conditional Assignment and Assumption of (i) with respect that certain Clinton Asset Holding Associates, L.P. Pledge and Security Agreement (Relating to the Liens securing Seller’s secured credit facilitiesGuarantee Accommodations) dated as of September 25, 1997, (xii) that certain CS Broad Street, Inc. Pledge and Security Agreement (relating to Guarantee Accommodations) dated as of September 25, 1997, (iii) that certain Clinton Broad Street Associates, L.P. Pledge and Security Agreement (Relating to Guarantee Accommodations) dated as of September 25, 1997; and (iv) that certain Guarantee Contribution and Indemnification Agreement dated as of September 25, 1997, in the form attached hereto as Exhibit M and made a letter from part hereof, executed by Genesee;
n. Assignment and Assumption of that certain Loan Agreement and Loan Assumption Agreement dated as of September 25, 1997 by and between CBSA, Xxxxxx X. Xxxxxxxxx, Xxxxxx Xxxxxxxxx and Seller, in the appropriate agent thereunder acknowledging thatform attached hereto as Exhibit N and made a part hereof, upon receipt executed by Seller;
o. Termination of that certain Loan Participation Agreement dated as of September 25, 1977 by and between Seller and Xxxxxx Xxxxxxxxx and Xxxxxx X. Xxxxxxxxx in the amount required form attached hereto as Exhibit O and made a part hereof, executed by Seller;
p. Any and all UCC-3 termination and/or assignment statements necessary to be prepaid as a result of effectuate the transactions contemplated by this Agreement;
q. Assignment and Assumption of the Acknowledgement and Waiver with respect to Fiduciary Duties dated as of September 25, 1997 in the Liens securing form attached hereto as Exhibit P and made a part hereof, executed by Seller;
r. Proxy and Agreement relative to the Purchased Assets will be released; general partner interest of GRP II in CAHA in the form attached hereto as Exhibit Q and (y) made a form of UCC-3 financing statement to be filed in Seller’s jurisdiction of organization following receipt part hereof, executed by such agent of such amount; and (ii) forms of documentation reasonably acceptable to both parties effectuating the release of all other Liens on the Purchased Assets, if anyGRP II; and
(p) documents reasonably requested s. Proxy and Agreement relative to the general partner interest of GRP in CBSA in the form attached hereto as Exhibit R and made a part hereof, executed by Buyer’s title company or the relevant County to record the deed for the Owned Real Property or that such parties may reasonably request in furtherance of the transactions contemplated hereby, including any documents necessary to vest, evidence or confirm title of the Purchased Assets in Buyer. Seller:GRP.
Appears in 1 contract
Samples: Transfer Agreement (Genesee Corp)
Seller Documents. At Closing, Seller shall execute and deliver or cause to be delivered to
(a) good standing certificates issued by the Secretary of State of Seller’s jurisdiction of formation and each of the jurisdictions in which Seller is required by law to be qualified as a result of its ownership of any Purchased Asset or operation of the Business;
(b) certified copies of all corporate, limited liability company or other resolutions necessary to authorize the execution, delivery and performance of this Agreement, including the consummation of the transactions contemplated hereby;
(c) the certificate described in Section 7.1(c);
(d) assignments of FCC authorizations assigning the FCC Licenses from Seller to Buyer in substantially the forms attached hereto as Exhibit B, duly executed by Seller;
(e) assignments and assumptions of contracts assigning the Purchased Contracts from Seller to Buyer in substantially the forms attached hereto as Exhibit C, duly executed by Seller;
(f) assignments and assumptions of leases assigning the Real Property Leases from Seller to Buyer in substantially the forms attached hereto as Exhibit D, duly executed by Seller;
(g) limited or special (but not general) warranty deeds (as customary in the applicable jurisdiction and subject to Permitted Liens) in recordable form conveying the Owned Real Property from Seller to Buyer in forms reasonably acceptable to Seller and Buyer, duly executed by Seller;
(h) intellectual property assignments duly executed by Seller assigning the Intangible Property listed on Schedule 1.1(e) to Buyer, in substantially the forms attached hereto as Exhibit E;following documents:
(i) domain name transfers duly executed by Seller assigning the Business’ domain names included Deed and Xxxx of Sale substantially in the Intangible Property, including form of the domain names listed on Schedule 1.1(e) attached Exhibit B (if anythe “Deed”), conveying the Leasehold Improvements to Buyer;.
(jii) general bills Lease Termination Agreement substantially in the form of sale conveying the other Purchased Assets from attached Exhibit C (the “Termination Agreement”), terminating the Lease.
(iii) Lease Agreement (the “New Lease”), pursuant to which Buyer leases to Seller to Buyer in the Leased Premises and Leasehold Improvements pending the completion of construction of the Ramp and Rickenbacker Leasehold Improvements. The terms and conditions of the New Lease will be substantially the forms attached hereto same as Exhibit Fthe existing Lease, duly executed by Seller;except that (A) it will be a lease of the Leased Premises and Leasehold Improvements, (B) the rent will be $30,000 per month, with the first 3 months being abated (i.e., rent free), (C) the term shall end on the date Seller completes its move-in under the Rickenbacker Lease, and (D) there shall be no renewal options or rights-of-first refusal to purchase. If Seller or Buyer elects to postpone the Closing pursuant to Section 5 hereof until construction of the Ramp or Rickenbacker Leasehold Improvements, as applicable, is completed, the New Lease will not be required.
(kiv) an affidavit Appropriate certificates of Seller regarding the authorization of the sale and the authority of any person who has signed this Agreement or any of the closing documents on behalf of Seller.
(v) A closing statement, a non-foreign status of Seller that complies with Section 1445 of person affidavit [§1445, IRC, FIRPTA] and any other document which is customarily executed and delivered by a seller at a real estate closing in the Code in substantially county where the form attached hereto as Exhibit G, duly executed by Seller;
(l) the Indemnity Escrow Agreement, duly executed by Seller;
(m) the Unwind Agreement, if applicable under Section 1.9;
(n) joint written instructions of Granite and Buyer to the Escrow Agent instructing the Escrow Agent to transfer the Deposit Escrow Fund to the Indemnity Escrow and to disburse all Earnings thereon to Buyer;
(i) with respect to the Liens securing Seller’s secured credit facilities, (x) a letter from the appropriate agent thereunder acknowledging that, upon receipt of the amount required to Leasehold Improvements are located or which may be prepaid as a result of the transactions contemplated by this Agreement, the Liens securing the Purchased Assets will be released; and (y) a form of UCC-3 financing statement to be filed in Seller’s jurisdiction of organization following receipt by such agent of such amount; and (ii) forms of documentation reasonably acceptable to both parties effectuating the release of all other Liens on the Purchased Assets, if any; and
(p) documents reasonably requested by Buyer’s title company or the relevant County to record the deed for the Owned Real Property or that such parties may reasonably request in furtherance of the transactions contemplated hereby, including any documents necessary to vest, evidence or confirm title of the Purchased Assets in Buyer. Seller:.
Appears in 1 contract
Samples: Leasehold Improvements Purchase Agreement (Airnet Systems Inc)
Seller Documents. At Closing, Seller shall deliver or cause to be delivered toto Buyer:
(ai) a certificate or other evidence from the Registration of Corporations and Entities demonstrating that Seller is a corporation in good standing certificates issued in the Commonwealth of Puerto Rico (including any tax clearance certificates, if available);
(ii) a certificate executed by Seller certifying the Secretary due authorization of State this Agreement and the Seller Ancillary Agreements, together with copies of Seller’s jurisdiction of formation and each of the jurisdictions in which authorizing resolutions; from Seller is required by law to be qualified as a result of its ownership of any Purchased Asset or operation of the Business;Buyer;
(b) certified copies of all corporate, limited liability company or other resolutions necessary to authorize the execution, delivery and performance of this Agreement, including the consummation of the transactions contemplated hereby;
(ciii) the certificate described in Section 7.1(c);
(div) assignments an assignment of FCC authorizations assigning the FCC Licenses from Seller Licenses
(v) a deed of sale (or similar general warranty deed) transferring the Owned Real Property to Buyer in substantially the forms attached hereto as Exhibit BBuyer, duly executed together with any additional documents (such as, without limitation, an affidavit of title or residency certification, W-9, FIRPTA certificate) requested by SellerBuyer’s title company;
(evi) assignments an assignment and assumptions of contracts assigning the Purchased Contracts from Seller to Buyer in substantially the forms attached hereto as Exhibit C, duly executed by Seller;
(f) assignments and assumptions assumption of leases assigning the Real Property Leases from Seller to Buyer in substantially the forms attached hereto as Exhibit D, duly executed by SellerBuyer;
(gvii) limited or special (but not general) warranty deeds (as customary in the applicable jurisdiction and subject to Permitted Liens) in recordable form a xxxx of sale conveying the Owned Real Property other Station Assets from Seller to Buyer in forms reasonably acceptable to Seller and Buyer, duly executed by Seller;
(h) intellectual property assignments duly executed by Seller assigning the Intangible Property listed on Schedule 1.1(e) to Buyer, in substantially the forms attached hereto as Exhibit E;
(i) domain name transfers duly executed by Seller assigning the Business’ domain names included in the Intangible Property, including the domain names listed on Schedule 1.1(e) (if any), to Buyer;
(jviii) general bills appropriate documents necessary to release all Liens on the Station Assets except for Permitted Liens;
(ix) a copy of sale conveying 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 Purchased 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 in substantially the forms attached hereto as Exhibit FBuyer, duly executed by Seller;
(k) an affidavit free and clear of non-foreign status of Seller that complies with Section 1445 of the Code in substantially the form attached hereto as Exhibit GLiens, duly executed by Seller;
(l) the Indemnity Escrow Agreement, duly executed by Seller;
(m) the Unwind Agreement, if applicable under Section 1.9;
(n) joint written instructions of Granite and Buyer to the Escrow Agent instructing the Escrow Agent to transfer the Deposit Escrow Fund to the Indemnity Escrow and to disburse all Earnings thereon to Buyer;
(i) with respect to the Liens securing Seller’s secured credit facilities, (x) a letter from the appropriate agent thereunder acknowledging that, upon receipt of the amount required to be prepaid as a result of the transactions contemplated by this Agreement, the Liens securing the Purchased Assets will be released; and (y) a form of UCC-3 financing statement to be filed in Seller’s jurisdiction of organization following receipt by such agent of such amount; and (ii) forms of documentation reasonably acceptable to both parties effectuating the release of all other Liens on the Purchased Assets, if any; and
(p) documents reasonably requested by Buyer’s title company or the relevant County to record the deed except for the Owned Real Property or that such parties may reasonably request in furtherance of the transactions contemplated hereby, including any documents necessary to vest, evidence or confirm title of the Purchased Assets in Buyer. Seller:Permitted Liens.
Appears in 1 contract
Samples: Asset Purchase Agreement
Seller Documents. At the Closing, Seller shall deliver or cause to be delivered toto Buyer:
(a) a good standing certificates certificate issued by the Secretary of State of Seller’s and each Acquired Company’s jurisdiction of formation and each of the jurisdictions in which Seller is required by law to be qualified as a result of its ownership of any Purchased Asset or operation of the Businessformation;
(b) certified copies of all corporate, limited liability company or other resolutions necessary to authorize the Seller’s execution, delivery and performance of this Agreement, including the consummation of the transactions contemplated hereby;
(c) the certificate described in Section 7.1(c8.1(c);
(d) assignments of FCC authorizations assigning certificates representing the FCC Licenses from Seller to Buyer Equity Interests, in substantially the forms attached hereto as Exhibit B, each case duly endorsed or accompanied by duly executed by Sellermembership interest powers for transfer to Buyer;
(e) assignments a certificate of non-foreign status conforming to the requirements of Treasury Regulations Section 1.1445-2(b)(2), dated as of the Closing Date and assumptions stating that Seller is not a “foreign person” as defined in Section 1445 of contracts assigning the Purchased Contracts from Seller to Buyer in Code, substantially the forms form attached hereto as Exhibit EXHIBIT C, duly executed by Seller;
(f) assignments and assumptions of leases assigning the Real Property Leases from Seller to Buyer transition services agreement in substantially the forms form attached hereto as Exhibit DEXHIBIT D (the “Transition Services Agreement”), duly executed by Seller;
(g) limited or special (but not general) warranty deeds (as customary in the applicable jurisdiction and subject to Permitted Liens) in recordable form conveying the Owned Real Property from Seller to Buyer in forms reasonably acceptable to Seller and Buyer, duly executed by Seller;
(h) intellectual property assignments duly executed by Seller assigning the Intangible Property listed on Schedule 1.1(e) to Buyer, in substantially the forms attached hereto as Exhibit E;
(i) domain name transfers duly executed by Seller assigning the Business’ domain names included in the Intangible Property, including the domain names listed on Schedule 1.1(e) (if any), to Buyer;
(j) general bills of sale conveying the other Purchased Assets from Seller to Buyer in substantially the forms attached hereto as Exhibit F, duly executed by Seller;
(k) an affidavit of non-foreign status of Seller that complies with Section 1445 of the Code in substantially the form attached hereto as Exhibit G, duly executed by Seller;
(l) the Indemnity Escrow Agreement, duly executed by SellerSeller and the Escrow Agent;
(mh) the Unwind AgreementOrganizational Documents for Seller and each of the Acquired Companies, if certified as of a recent date by the Secretary of State of the applicable under Section 1.9;
(n) joint written instructions jurisdiction of Granite and Buyer to the Escrow Agent instructing the Escrow Agent to transfer the Deposit Escrow Fund to the Indemnity Escrow and to disburse all Earnings thereon to Buyerorganization;
(i) written resignations of the managers, directors and officers of the Acquired Companies, to be effective as of the Closing, duly executed by such managers, directors and officers;
(j) mortgage discharges and UCC termination statements or other appropriate releases, in form and substance reasonably satisfactory to Buyer, which when filed will release and satisfy any and all Liens relating to (i) any of the Acquired Company’s assets or properties (other than Permitted Liens) or (ii) the Equity Interests, together with proper authority to file such termination statements or other releases at and following the Closing;
(k) an assignment and assumption agreement, duly executed by Cordillera Interactive LLC (d/b/a Cordillera Digital), pursuant to which Cordillera Digital assigns all of its rights under the CMS MSA solely with respect to the Liens securing SellerBusiness to Buyer (including all of Cordillera Digital’s secured credit facilitiesrights, (xlicenses, title and/or interest, as applicable, in and to the Deliverables as defined in the CMS MSA) a letter from and Buyer assumes all of Cordillera’s liabilities and obligations thereunder with respect to the appropriate agent thereunder acknowledging thatBusiness accruing after the Closing Date, upon receipt in each case effective as of the amount required Closing (the “CMS Assignment and Assumption”); and
(l) such other documents or instruments as Buyer reasonably requests and are reasonably necessary to be prepaid as a result of consummate the transactions contemplated by this Agreement, the Liens securing the Purchased Assets will be released; and (y) a form of UCC-3 financing statement to be filed in Seller’s jurisdiction of organization following receipt by such agent of such amount; and (ii) forms of documentation reasonably acceptable to both parties effectuating the release of all other Liens on the Purchased Assets, if any; and
(p) documents reasonably requested by Buyer’s title company or the relevant County to record the deed for the Owned Real Property or that such parties may reasonably request in furtherance of the transactions contemplated hereby, including any documents necessary to vest, evidence or confirm title of the Purchased Assets in Buyer. Seller:.
Appears in 1 contract
Samples: Purchase Agreement (E.W. SCRIPPS Co)
Seller Documents. At Closing, Seller shall deliver or cause to be delivered toto Buyer:
(a) good standing certificates issued by the Secretary of State of Seller’s jurisdiction of formation and each of the jurisdictions in which Seller is required by law to be qualified as a result of its ownership of any Purchased Asset or operation of the Business;
(b) certified copies of all corporate, limited liability company or other resolutions necessary to authorize the execution, delivery and performance of this Agreement, including the consummation of the transactions contemplated hereby;
(c) the certificate described in Section 7.1(c);
(d) assignments of FCC authorizations assigning the FCC Licenses from Seller to Buyer in substantially the forms attached hereto as Exhibit B, duly executed by SellerSeller and the High Plains Entities;
(e) assignments and assumptions of contracts assigning the Purchased Contracts from Seller or the High Plains Entities, as applicable, to Buyer in substantially the forms attached hereto as Exhibit C, duly executed by SellerSeller and the High Plains Entities;
(f) assignments and assumptions of leases assigning the Real Property Leases from Seller or the High Plains Entities, as applicable, to Buyer in substantially the forms attached hereto as Exhibit D, duly executed by SellerSeller and the High Plains Entities;
(g) limited or special (but not general) warranty deeds (as customary in the applicable jurisdiction and subject to Permitted Liens) in recordable form conveying the Owned Real Property from Seller or the High Plains Entities, as applicable, to Buyer in forms reasonably acceptable to be mutually agreed by Seller and Buyer, duly executed by SellerSeller and the High Plains Entities;
(h) intellectual property assignments duly executed by the Seller and the applicable High Plains Entities assigning the Intangible Property listed on Schedule 1.1(e) to Buyer, in substantially the forms attached hereto as Exhibit E, duly executed by Seller and the High Plains Entities;
(i) domain name transfers duly executed by the Seller and the applicable High Plains Entities assigning the Business’ domain names included in the Intangible Property, including the domain names listed on Schedule 1.1(e) (if any), to Buyer;
(j) a general bills of sale conveying the other Purchased Assets from Seller or the High Plains Entities, as applicable, to Buyer in substantially the forms attached hereto as Exhibit F, duly executed by SellerSeller and the High Plains Entities;
(k) an affidavit of non-foreign status of each of Seller and the High Plains Entities that complies with Section 1445 of the Code in substantially the form attached hereto as Exhibit G, duly executed by SellerSeller and the High Plains Entities;
(l) a transition services agreement substantially in the Indemnity Escrow Agreementform attached hereto as Exhibit I, duly executed by Seller;
(m) the Unwind Agreement, if applicable under Section 1.9;
(n) joint written instructions of Granite Seller and Buyer to the Escrow Agent instructing the Escrow Agent to transfer release the Deposit Escrow Fund to the Indemnity Escrow and to disburse all Earnings thereon to BuyerSeller;
(n) the Unwind Agreement, if applicable under Section 1.8; and
(i) with respect to the Liens securing Seller’s senior secured credit facilities, (x) a letter from the appropriate agent thereunder acknowledging that, upon receipt of the amount required to be prepaid as a result of the transactions contemplated by this Agreement, the Liens securing the Purchased Assets will be released; and (y) a form of UCC-3 financing statement to be filed in Seller’s jurisdiction of organization following receipt by such agent of such amount; and (ii) forms of documentation reasonably acceptable to both parties effectuating the release of all other Liens on the Purchased Assets, if any; and
(p) documents reasonably requested by Buyer’s title company or , required to be released in connection with the relevant County to record the deed for the Owned Real Property or that such parties may reasonably request in furtherance of the transactions contemplated hereby, including any documents necessary to vest, evidence or confirm title of the Purchased Assets in Buyer. Seller:Financing.
Appears in 1 contract
Samples: Asset Purchase Agreement (Nexstar Broadcasting Group Inc)
Seller Documents. At Closing, Seller shall will deliver to Buyer the following items, at Seller’s expense (the “Seller’s Closing Documents”):
1. A certificate, in form and substance reasonably acceptable to the Buyer or cause to be delivered to
(a) good standing certificates issued the Title Company , dated as of the Closing Date and duly executed by the Secretary of State Seller certifying (1) as to the incumbency and signatures of the officers of such Seller executing any documents being delivered to the Buyer in connection with the Closing, and (2) that attached to such certificate are true and correct copies of (a) the resolutions of members of Seller authorizing the execution and delivery of this Agreement and the Seller’s jurisdiction of formation Closing Documents and each of the jurisdictions in which Seller is required by law to be qualified as a result of its ownership of any Purchased Asset or operation of the Business;
(b) certified copies of all corporate, limited liability company or other resolutions necessary to authorize the execution, delivery and performance of this Agreement, including the consummation of the transactions contemplated herebytransaction taken under this Agreement, and (b) a Certificate of Good Standing or its equivalent for Seller from the State of Delaware;
2. A duly executed and acknowledged Limited Warranty Deed conveying good, marketable and indefeasible fee simple title to the Property, free of all liens and encumbrances, subject only to the Permitted Exceptions accepted by Buyer (c) the certificate described in Section 7.1(c“Deed”);
(d3. An owner’s affidavit as to possession, no outstanding, unsatisfied judgments, no bankruptcies and no liens against or involving Seller or the Property, and that that there have been no skill, labor or material furnished to the Property at the request of Seller for which payment has not been made or which mechanic’s liens could be filed and that there are no other unrecorded interests in the Property;
4. A certificate signed by Seller or a statement on the Deed warranting that there are no “xxxxx” on the Property within the meaning of Minnesota Statutes § 103I or if there are “xxxxx” a well certificate in the form required by law;
5. A FIRPTA or “non foreign” affidavit, properly executed, containing such information as is required by IRC Section 1445(b)(2) assignments and its regulations;
6. An assignment and assumption of FCC authorizations assigning the FCC Licenses Contracts, Warranties and Records affecting the Property to the extent assignable, without any representations or warranties from Seller to Buyer in substantially (the forms attached hereto as Exhibit B, duly executed by Seller;
(e) assignments “Assignment and assumptions of contracts assigning the Purchased Contracts from Seller to Buyer in substantially the forms attached hereto as Exhibit C, duly executed by Seller;
(f) assignments and assumptions of leases assigning the Real Property Leases from Seller to Buyer in substantially the forms attached hereto as Exhibit D, duly executed by Seller;
(g) limited or special (but not general) warranty deeds (as customary in the applicable jurisdiction and subject to Permitted Liens) in recordable form conveying the Owned Real Property from Seller to Buyer in forms reasonably acceptable to Seller and Buyer, duly executed by Seller;
(h) intellectual property assignments duly executed by Seller assigning the Intangible Property listed on Schedule 1.1(e) to Buyer, in substantially the forms attached hereto as Exhibit E;
(i) domain name transfers duly executed by Seller assigning the Business’ domain names included in the Intangible Property, including the domain names listed on Schedule 1.1(e) (if anyAssumption”), to Buyer;
(j) general bills of sale conveying the other Purchased Assets from Seller to Buyer in substantially the forms attached hereto as Exhibit F, duly executed by Seller;
(k) an affidavit of non-foreign status of Seller that complies with Section 1445 and delivery of the Code in substantially originals of the form attached hereto as Exhibit GContracts, duly executed by Seller;
(l) the Indemnity Escrow AgreementWarranties, duly executed by Seller;
(m) the Unwind Agreement, if applicable under Section 1.9;
(n) joint written instructions of Granite and Buyer Records to the Escrow Agent instructing the Escrow Agent to transfer the Deposit Escrow Fund to the Indemnity Escrow and to disburse all Earnings thereon to Buyer;
(i) with respect to the Liens securing Seller’s secured credit facilities, (x) a letter from the appropriate agent thereunder acknowledging that, upon receipt of the amount required to be prepaid as a result of the transactions contemplated by this Agreement, the Liens securing the Purchased Assets will be released; and (y) a form of UCC-3 financing statement to be filed extent in Seller’s jurisdiction of organization following receipt by such agent of such amount; and (ii) forms of documentation reasonably possession;
7. A closing statement acceptable to both parties effectuating the release of Seller and the Buyer itemizing the Purchase Price and closing costs, together with all other Liens on applicable credits and debits (the Purchased Assets, if any“Closing Statement”); and
(p) 8. A certificate of Seller, dated as of the Closing Date, certifying the warranties and representations stated in Section 4.
9. An affidavit to the Title Company that the Seller is not aware of any material changes to the Existing Survey in a form required by the Title Company to provide the Buyer with a survey endorsement.
10. Any other documents that may be reasonably requested determined to be necessary, or required by Buyer’s Title Company, to vest in Buyer fee simple title company or to the relevant County to record the deed for the Owned Real Property or that such parties may reasonably request in furtherance of to complete the transactions contemplated hereby, including any documents necessary to vest, evidence or confirm title of the Purchased Assets in Buyer. Seller:Closing via wire transfer.
Appears in 1 contract
Samples: Real Estate Purchase Agreement
Seller Documents. At Closing, Seller shall deliver or cause to be delivered toto Buyer:
(a) good standing certificates issued by the Secretary of State of Seller’s jurisdiction of formation and each of the jurisdictions in which Seller is required by law to be qualified as a result of its ownership of any Purchased Asset or operation of the Business;
(b) certified copies of all corporate, limited liability company or other resolutions necessary to authorize the execution, delivery and performance of this Agreement, including the consummation of the transactions contemplated hereby;
(c) the certificate described in Section 7.1(c);
(d) assignments an assignment of FCC authorizations assigning the FCC Licenses from Seller to Buyer in substantially the forms form for Seller attached hereto to the Nexstar Agreement as Exhibit B, duly executed by Seller;
(e) assignments an assignment and assumptions assumption of contracts assigning the Purchased Contracts from Seller to Buyer in substantially the forms form for Seller attached hereto to the Nexstar Agreement as Exhibit C, duly executed by Seller;
(f) assignments an assignment and assumptions assumption of leases assigning the Real Property Leases from Seller to Buyer in substantially the forms form for Seller attached hereto to the Nexstar Agreement as Exhibit D, duly executed by Seller;
(g) limited or special (but not general) warranty deeds (as customary in the applicable jurisdiction and subject to Permitted Liens) in recordable form conveying the Owned Real Property from Seller to Buyer in forms reasonably acceptable to be mutually agreed by Seller and Buyer, duly executed by Seller;
(h) an intellectual property assignments assignment duly executed by the Seller assigning the Intangible Property listed on Schedule 1.1(e) to Buyer, in substantially the forms attached hereto as Exhibit E;
(i) domain name transfers duly executed by Seller assigning the Business’ domain names included in the Intangible Property, including the domain names listed on Schedule 1.1(e) (if any), to Buyer;
(j) general bills of sale conveying the other Purchased Assets from Seller to Buyer in substantially the forms attached hereto as Exhibit F, duly executed by Seller;
(k) an affidavit of non-foreign status of Seller that complies with Section 1445 of the Code in substantially the form attached hereto as Exhibit G, duly executed by Seller;
(l) the Indemnity Escrow Agreement, duly executed by Seller;
(m) the Unwind Agreement, if applicable under Section 1.9;
(n) joint written instructions of Granite and Buyer to the Escrow Agent instructing the Escrow Agent to transfer the Deposit Escrow Fund to the Indemnity Escrow and to disburse all Earnings thereon to Buyer;
(i) with respect to the Liens securing Seller’s secured credit facilities, (x) a letter from the appropriate agent thereunder acknowledging that, upon receipt of the amount required to be prepaid as a result of the transactions contemplated by this Agreement, the Liens securing the Purchased Assets will be released; and (y) a form of UCC-3 financing statement to be filed in Seller’s jurisdiction of organization following receipt by such agent of such amount; and (ii) forms of documentation reasonably acceptable to both parties effectuating the release of all other Liens on the Purchased Assets, if any; and
(p) documents reasonably requested by Buyer’s title company or the relevant County to record the deed for the Owned Real Property or that such parties may reasonably request in furtherance of the transactions contemplated hereby, including any documents necessary to vest, evidence or confirm title of the Purchased Assets in Buyer. Seller:1.1
Appears in 1 contract
Samples: Asset Purchase Agreement (Nexstar Broadcasting Group Inc)
Seller Documents. At ClosingPrior to the Closing Date, Sellers will deposit with the Escrow Agent the following items (collectively, the “Seller shall deliver or cause to be delivered toDocuments”):
(a1) good standing certificates issued An assignment of each Seller’s respective Partnership Interests executed by the Secretary GP, each ILP and the SLP, as applicable (the “Partnership Assignment”), in the form of State of Seller’s jurisdiction of formation Exhibit A hereto or such other form, as may be mutually and reasonably agreeable to Sellers and Buyers;
(2) An amendment to each of the jurisdictions in which Seller is required by law to be qualified Partnership Agreements and Certificates of Limited Partnership reflecting the Sellers withdrawal as a result the general partner and limited partner of its ownership of any Purchased Asset or operation each of the Business;
(b) certified copies of all corporatePartnerships, limited liability company or other resolutions necessary to authorize and the execution, delivery and performance of this Agreement, including the consummation admission of the transactions contemplated hereby;
Buyers as the general partner and limited partner of each Partnership, in such form, as may be mutually and reasonably agreeable to Sellers and Buyers (c) collectively, the certificate described in Section 7.1(c“Partnership Agreement Amendments”);
(d3) assignments of FCC authorizations assigning the FCC Licenses from Seller to Buyer in substantially the forms attached hereto as Exhibit B, duly executed by SellerRecapture Bond;
(e4) assignments and assumptions an updated rent roll (updated Schedule 3) dated on a date within the month of contracts assigning the Purchased Contracts from Seller to Buyer in substantially the forms attached hereto as Exhibit C, duly executed by SellerClosing Date;
(f5) assignments and assumptions a copy of leases assigning the Real Property Leases from Seller to Buyer in substantially termination of the forms attached hereto current property management contract effective as Exhibit D, duly executed by Sellerof the Closing Date;
(g6) limited or special (but not general) warranty deeds (a closing certificate, executed by each Seller, which reaffirms as customary of the Closing Date each Seller’s representations, warranties, covenants and indemnity obligations which by the express terms of this Agreement survive the delivery of the Partnership Assignment and the Closing Date, in the applicable jurisdiction and subject to Permitted Liens) in recordable form conveying the Owned Real Property from Seller to Buyer in forms reasonably acceptable to Seller and Buyer, duly executed by Sellerof Exhibit B hereto;
(h7) intellectual property assignments duly counterparts of the Transaction closing statement, executed by Seller assigning each Seller, reflecting the Intangible Property listed on Schedule 1.1(e) to BuyerPurchase Price and adjustments, in substantially pro-rations and credits, if any, cash due from Buyers at the forms attached hereto as Exhibit EClosing Date and balance of Sellers’ proceeds due upon the Closing Date (the “Sellers’ Proceeds”);
(i) domain name transfers duly executed 8) counterparts of the affidavit as to debts, liens and possession required by Seller assigning the Business’ domain names included Title Company, in the Intangible Property, including the domain names listed on Schedule 1.1(e) (if any), to Buyer;
(j) general bills of sale conveying the other Purchased Assets from Seller to Buyer in substantially the forms attached hereto as Exhibit F, duly executed by Seller;
(k) an affidavit of non-foreign status of Seller that complies with Section 1445 of the Code in substantially the form attached hereto as Exhibit G, duly executed by Seller;
(l) the Indemnity Escrow Agreement, duly executed by Seller;
(m) the Unwind Agreement, if applicable under Section 1.9;
(n) joint written instructions of Granite and Buyer to the Escrow Agent instructing the Escrow Agent to transfer the Deposit Escrow Fund to the Indemnity Escrow and to disburse all Earnings thereon to Buyer;
(i) with respect to the Liens securing Seller’s secured credit facilities, (x) a letter from the appropriate agent thereunder acknowledging that, upon receipt of the amount required to be prepaid as a result of the transactions contemplated by this Agreement, the Liens securing the Purchased Assets will be released; and (y) a form of UCC-3 financing statement to be filed in Seller’s jurisdiction of organization following receipt by such agent of such amount; and (ii) forms of documentation reasonably acceptable to both parties effectuating the release of all other Liens on the Purchased Assets, if anyExhibit D hereto; and
(p9) such documents reasonably requested by Buyer’s title company or as the relevant County to record the deed for the Owned Real Property or that such parties Escrow Agent may reasonably request sufficiently in furtherance advance of the Closing Date reasonably require and as are customary in similar transactions contemplated hereby, including any documents necessary to vest, evidence or confirm title establish the authority of Sellers to complete the Purchased Assets in Buyer. Seller:Transaction.
Appears in 1 contract
Samples: Purchase and Sale Agreement (America First Tax Exempt Investors Lp)