Seller's Delivery Obligations. At the Closing, Seller will deliver ----------------------------- (or cause to be delivered) to Buyer the following:
(a) a Xxxx of Sale in the form attached as EXHIBIT A;
(b) a special warranty deed in a form reasonably acceptable to Buyer (and complying with applicable state laws) with respect to each parcel of owned Real Property, duly executed and acknowledged and in recordable form, warranting to defend title to such Real Property against all persons claiming by, through or under Seller, subject only to Permitted Encumbrances, and in form sufficient to permit the title company to issue the title policy described in SECTION 7.
6.1 to Buyer with respect to such Real Property;
(c) an Assignment and Assumption of Contracts in the form attached as EXHIBIT B;
(d) one or more Assignments of Leases in the form attached as EXHIBIT C and, if requested by Buyer, short forms or memoranda of such Assignments in recordable form;
(e) any memorandum of lease obtained by Seller pursuant to SECTION 7.5(B);
(f) a Guaranty signed by Intercable in the form attached as EXHIBIT D;
(g) an affidavit of Seller, under penalty of perjury, that Seller is not a "foreign person" (as defined in the Foreign Investment in Real Property Tax Act and applicable regulations) and that Buyer is not required to withhold any portion of the consideration payable under this Agreement under the provisions of such Act in the form attached as EXHIBIT F;
(h) motor vehicle title certificates and such other transfer instruments as Buyer may deem necessary or advisable to transfer the Assets to Buyer and to perfect Buyer's rights in the Assets;
(i) the opinion of Xxxxxxxxx Xxxxxx, Esq., counsel for Seller, dated the Closing Date, in the form set forth in EXHIBIT G;
(j) evidence satisfactory to Buyer that all Encumbrances affecting any of the Assets (other than Permitted Encumbrances) have been terminated and released;
(k) the title insurance commitments described in SECTION 7.6.1;
(l) a certificate, dated the Closing Date, signed by the President or any Vice President of Intercable, stating that to his or her knowledge, the conditions set forth in SECTIONS 8.2.1, 8.2.2 and 8.2.8 are satisfied;
(m) for each multiple dwelling complex or trailer park served by the System which is not covered by a current written agreement with the owner of such complex or park, a cable television multiple-unit agreement in a form reasonably satisfactory to Buyer, executed by the owner of such complex or park; and
(n) such...
Seller's Delivery Obligations. To effect the sale and transfer ----------------------------- referred to in Section 2.1 hereof, Sellers will, at the Closing, execute and deliver to Buyer:
3.2.1.1 certificates evidencing the Shares, free and clear of any Encumbrances of any nature whatsoever, duly endorsed in blank for transfer or accompanied by stock powers duly executed in blank;
3.2.1.2 all Ancillary Agreements required to be executed by any of the Sellers;
3.2.1.3 all certificates, opinions of counsel and other documents described in Article VIII; and
3.2.1.4 all Permits and any other third party consents required for the valid transfer of the Shares as contemplated by this Agreement, or for the continued operation of the Business following such transfer.
Seller's Delivery Obligations. The Sellers shall (i) deliver to the Purchasers certificates evidencing the Shares, each duly endorsed in blank or accompanied by a stock power duly endorsed in blank, in form reasonably satisfactory to the Purchasers and with all required stock transfer tax stamps affixed; provided that, to the extent that the Sellers do not maintain physical possession of the Shares, the Sellers may effect delivery thereof through customary book-entry transfers through one or more brokers; and (ii) execute and deliver or cause to be executed and delivered such other documents or agreements and take such other action as may be reasonably necessary or appropriate to consummate the transfer of the Shares to the Purchasers.
Seller's Delivery Obligations. To effect the sale and transfer of the Shares, Sellers will, at the Closing, execute (or cause to be executed by any other party thereto other than Buyer) and deliver to Buyer:
3.2.1.1 certificates evidencing the Shares, free and clear of any Encumbrances, duly endorsed in blank for transfer or accompanied by stock powers duly executed in blank;
3.2.1.2 all Ancillary Agreements, including those required to be executed by any of the Sellers;
3.2.1.3 all certificates, opinions of counsel and other documents described in Article IX; and
3.2.1.4 all Permits and any other third party consents required for the valid transfer of the Shares as contemplated by this Agreement, or for the continued operation of the business of the Company following such transfer.
Seller's Delivery Obligations. To effect the sale and transfer ----------------------------- referred to in Section 2.1 hereof, Sellers will, at the Closing, execute and deliver to Buyer:
3.2.1.1. certificates evidencing the Shares, free and clear of any Encumbrances of any nature whatsoever, duly endorsed in blank for transfer or accompanied by stock powers duly executed in blank;
3.2.1.2. all Ancillary Agreements required to be executed by any of the Sellers; 3.
Seller's Delivery Obligations. At the Closing, Seller will deliver (or cause to be delivered) to Buyer the following:
(a) A Bill xx Sale and Assignment and Assumption Agreement in substantially the form of EXHIBIT A to this Agreement with respect to the transfer of the Assets to, and assumption of the Assumed Obligations and Liabilities by, Company and a Bill xx Sale in substantially the form of EXHIBIT C to this Agreement with respect to the transfer of the Company Interests to Buyer;
Seller's Delivery Obligations. At the Closing, Seller will deliver (or cause to be delivered) to Buyer the following:
9.2.1 an executed Bxxx of Sale and Assignment and Assumption in the form of Exhibit A to this Agreement;
9.2.2 possession of the Assets;
9.2.3 to the extent not previously provided or included in the Excluded Assets, copies of all Contracts, customer and subscriber lists, engineering records, maps, databases, files, records, codes, combinations, passwords, keys and other entry and identification information to permit operation of the Assets and used by Seller in connection with the operation of the Systems (provision of the foregoing will be deemed made to the extent such records are then located at any offices included in the Real Property); and
9.2.4 such other documents as Buyer may reasonably request in connection with the transactions contemplated by this Agreement.
Seller's Delivery Obligations. At the Closing, Seller will deliver (or cause to be delivered) to Buyer the following:
9.2.1 executed Bills of Sale and Assignment and Assumption Agreements in the forms of Exhibits C-1 and C-2 to this Agreement;
9.2.2 executed Required Assignments;
9.2.3 executed Non-Competition Covenant;
9.2.4 an executed Certificate as contemplated by Section 8.2.3;
9.2.5 to the extent not previously provided or included in the Excluded Assets, copies of all Assumed Contracts, subscriber lists, engineering records, maps, databases, files and records used by Seller in connection with the operation of the System;
9.2.6 a Certificate of Non-Foreign Status for Seller, dated as of the Closing Date, satisfying the requirements of Treasury Regulation Section 1.1445-2(b) in a form reasonably acceptable to Buyer; and
9.2.7 such other documents contemplated or required by this Agreement or as Buyer may reasonably request, including if not previously delivered to Buyer (a) the easement and service agreements contemplated in Section 7.22 if required by Buyer and (b) the Form W- 9s required by Section 7.23.
Seller's Delivery Obligations. At Completion, the Sellers and the SCRN Notes Sellers, as may be relevant, must deliver to the Buyer:
(a) completed transfers of the Shares in favour of the Buyer as transferee duly executed by the registered holder as transferor and share certificates, or duly executed indemnities for lost share certificates, in respect of all Shares;
(b) completed transfers of the SCRN Notes in favour of the Buyer as transferee duly executed and endorsed by the respective SCRN Notes Sellers and delivery of the original SCRN Notes, or duly executed indemnities for lost SCRN Notes, in respect of all SCRN Notes;
(c) all statutory registers, minute books and other record books, financial records, including asset registers, management accounts, budgets, ledgers, journals, books of account and other Records of each Group Company and the common seal, if any, of each Group Company;
(d) possession of each Property, all keys to each Property and all title documents and other documents held by each Group Company in connection with the ownership of each Property;
(e) all insurance policies and certificates of currency in relation to all insurances held by each Group Company;
(f) the written resignation in the form attached as Attachment 5 of each director, secretary and public officer of each Group Company except for any director, secretary or public officer notified by the Buyer under clause 6.2
(a) and who has agreed to remain in office;
(g) documentation evidencing to the satisfaction of the Buyer the repayment of all indebtedness owing from any Seller or any person connected with or associated with any Seller to any Group Company procured in accordance with clause 10.1.
(h) the written consent and waiver of any person holding any pre-emptive right or similar right in relation to the sale or transfer of the Shares under this agreement;
(i) duly signed minutes of each meeting convened under clause 6.5;
(j) an original counterpart of each other Transaction Document duly executed by each of the Sellers;
(k) an original counterpart of the Tax Release Deed duly executed by the Sellers and each Group Company and documentation evidencing to the satisfaction of the Buyer the payment by each Group Company by Completion of any Tax that is due and payable by a Group Company to the relevant Tax Authority; and
(l) copies of the executed legal documents used to satisfy the conditions set forth in clauses 2.1(e), and 2.1(g).
Seller's Delivery Obligations. At the Closing, Sellers will deliver (or caused to be delivered) to Buyer the following:
(a) a Xxxx of Sale and Assignment in the form attached as Exhibit A;
(b) a special warranty deed in a form reasonably acceptable to Buyer (and complying with applicable state laws) with respect to each parcel of owned Real Property, duly executed and acknowledged and in recordable form;
(c) motor vehicle title certificates and such other transfer instruments as Buyer may deem necessary or advisable to transfer the Assets to Buyer and to perfect Buyer's rights in the Assets free and clear of all Encumbrances except Permitted Encumbrances;
(d) duly executed releases and other termination instruments, in form satisfactory to Buyer, of all Encumbrances affecting any of the Assets (other than Permitted Encumbrances);
(e) a certificate, dated the Closing Date, signed on behalf of each Seller by the CEO, President or a Vice President of each Seller, stating that the conditions set forth in Sections 8.2.1 and 8.
