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
Appears in 2 contracts
Samples: Asset Purchase Agreement (Emmis Communications Corp), Asset Purchase Agreement (Lin Tv Corp)
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 and copyrights assigning the Stations’ registered and applied for marks and copyrights 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
Appears in 1 contract
Samples: Asset Purchase Agreement (Emmis Communications Corp)
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, including the Required Estoppel;
(vii) special warranty deeds conveying an assignment, properly executed and in recordable form, of easement agreement with respect to the Owned Real Property (if any) from Seller to Buyertower site for the Station;
(viii) an assignment of marks assigning the Stations’ Station’s 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
Appears in 1 contract
Samples: Asset Purchase Agreement (Emmis Communications Corp)
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 BuyerJBC;
(v) an assignment and assumption of contracts assigning the Station Contracts from Seller to BuyerJBG;
(vi) an assignment and assumption of leases assigning the Real Property Leases (if any) from Seller to BuyerJBG;
(vii) special warranty deeds conveying the Owned Real Property (if any) from Seller to BuyerJBG;
(viii) an assignment of marks assigning the Stations’ registered marks listed on Schedule 1.1(e) (if any) from Seller to BuyerJBG;
(ix) domain name transfers assigning the Stations’ domain names listed on Schedule 1.1
Appears in 1 contract
Samples: Asset Purchase Agreement (Journal Communications Inc)
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’ Station’s 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
Appears in 1 contract
Samples: Asset Purchase Agreement (Emmis Communications Corp)
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 BuyerBuyer and, if any Owned Real Property, an affidavit of non-foreign status of Seller that complies with Section 1445 of the Code;
(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
Appears in 1 contract
Samples: Asset Purchase Agreement (Emmis Communications Corp)
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 BuyerJBC;
(v) an assignment and assumption of contracts assigning the Station Contracts from Seller to BuyerJBG;
(vi) an assignment and assumption of leases assigning the Real Property Leases (if any) from Seller to BuyerJBG;
(vii) special warranty deeds conveying the Owned Real Property (if any) from Seller to BuyerJBG;
(viii) an assignment of marks assigning the Stations’ registered marks listed on Schedule 1.1(e) (if any) from Seller to BuyerJBG;
(ix) domain name transfers assigning the Stations’ domain names listed on Schedule 1.1
(e) (if any) from Seller to JBG;
Appears in 1 contract
Samples: Asset Purchase Agreement (Emmis Communications Corp)