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.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Tegna Inc), Stock Purchase Agreement (Tegna Inc)
Seller Documents. At Closing, Schurz and/or the applicable Sellers shall deliver or cause to be delivered to Buyer:
(a) good standing certificates or certificates of existence issued by the Secretary of State of the applicable Seller’s jurisdiction of formation and each of the jurisdictions in which such Seller is qualified;
(b) certified copies of all corporate, limited liability company or other resolutions of Schurz and Sellers necessary to authorize the execution, delivery and performance of this Agreement by Sellers and the CompanyAgreement, including the consummation of the Transactiontransactions contemplated hereby;
(bc) the certificate described in Section 7.1(c);
(cd) original share certificates representing assignments of FCC authorizations assigning the Equity Interests (or FCC Licenses from the applicable Seller to Buyer in substantially the case of lost share certificates, affidavits of loss, including customary indemnification provisions)forms attached hereto as Exhibit B, duly endorsed in blank for transfer, or accompanied executed 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)Seller;
(e) resignations assignments and assumptions of contracts assigning the Purchased Contracts from the applicable Sellers to Buyer in substantially the forms attached hereto as Exhibit C, duly executed by each officer and director of the Company from their positions as officer or director, as applicable, effective as of the Closingapplicable Seller;
(f) a copy assignments and assumptions of leases assigning the Escrow AgreementReal Property Leases from the applicable Sellers to Buyer in substantially the forms attached hereto as Exhibit D, duly executed by the Stockholder Representative and the Companyeach applicable Seller;
(g) copies of limited or special (but not general) warranty deeds (as customary in the Organizational Documents of applicable jurisdiction and subject to Permitted Liens) conveying the Company Owned Real Property from each applicable Seller, to Buyer in forms reasonably acceptable to such Seller and Sellers that are level entitiesBuyer, certified duly executed by the Secretary of State hereofsuch Seller;
(h) a Form W-9 properly completed and intellectual property assignments duly executed by each applicable Seller assigning 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.Intangible Property listed on Schedule 1.1
Appears in 1 contract
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(c8.1(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)[intentionally omitted];
(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 joint written instructions signed by the Stockholder Representative directing the Escrow Agent to make the payments described in, and the Companyin accordance with, Section 1.5;
(g) copies of the Organizational Documents of the Company and Sellers that are level entitiesCompany, including copies of Articles of Organization or Articles of Incorporation certified by the Secretary of State hereofof the jurisdiction of organization;
(h) payoff letters from all holders of Indebtedness;
(i) a release agreement from each Person receiving a payment under the Deferred Compensation Plan;
(j) an IRS Form W-9 properly completed and duly executed by the Stockholder Representative;
(i) Representative and the Sellers; provided that in the event each Seller cannot provide an opinion of counsel IRS Form W-9, the Company will provide, to the Voting Trust addressed extent it is legally able to do so, a statement meeting the Buyer requirements of Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3) stating that the Company is not and has not been a “United States real property holding corporation” (as defined in substantially Section 897(c)(2) of the form attached as Exhibit B;
(jCode) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code and the stock in the Company does not constitute a “United States real property interest” under Section 897(c) of the Code, and a copy of the Transition Services Agreementnotice of such certification to be sent to the IRS in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2), duly together with written authorization for Buyer to deliver such notice to the IRS on behalf of the Company following the Closing, in each case, in a form reasonably acceptable to Buyer and the Company acting in good faith; provided further that the Buyers sole recourse with respect to a breach of this Section 9.1(j) shall be to withhold Taxes in accordance with Section 1.6;
(k) a certificate of good standing from each jurisdiction in which the Company is incorporated or formed, as applicable, and is qualified to do business, each of which to be dated within a reasonable period prior to Closing with respect to the Company;
(l) evidence that the holders of all of the shares of Common Stock issued and outstanding who have not have executed by The Dispatch Printing Companya counterpart signature page to this Agreement as a “Seller” on the date hereof have executed a Joinder Agreement in accordance with Section 5.7 (the “Completed Joinders”); and
(km) such other documents and instruments as Buyer has determined to be reasonably necessary to consummate the Transaction.
Appears in 1 contract
