Common use of Seller's Delivery Obligations Clause in Contracts

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 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: (a) a Xxxx of Sale and Assignment and Assumption Agreements in substantially the form attached as EXHIBIT Aof Exhibit A to this Agreement (the "Bills of Sale"); (b) a A special or limited warranty (or local equivalent) deed in a form reasonably acceptable to Buyer (and complying with applicable state laws) with respect to each parcel of Real Property which is owned Real Propertyby Seller, duly executed and acknowledged and in recordable form, warranting only to defend title to such owned Real Property in the peaceable possession of Buyer against all persons claiming by, through or under Seller, subject only subject, however, to any Permitted Encumbrances, and in form sufficient to permit the applicable title company to issue the title policy described in SECTION 7. 6.1 to Buyer policies requested by Buyer, together with respect to such Real Propertyany title affidavit reasonably required by the title insurer that does not expand the aforesaid limited or special warranty of Seller; (c) an Assignment Title certificates to all vehicles included among the Assets, endorsed for transfer of valid and Assumption good title to Buyer, free and clear of Contracts all Encumbrances (other than Permitted Encumbrances), and separate bills of sale or other transfer documentation for such vehicles, if required by the laws of the states in the form attached as EXHIBIT Bwhich such vehicles are titled; (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 A certificate, dated the Closing Date, signed by the President or any Vice President an authorized Person on behalf of IntercableSeller, stating that that, to his or her knowledgeSeller's Knowledge, the conditions set forth in SECTIONS 8.2.1, 8.2.2 Sections 7.2.1 and 8.2.8 7.2.2 are satisfied; (me) for each multiple dwelling complex Certified resolutions of the Board of Directors or trailer park served other evidence reasonably satisfactory to Buyer that Seller has taken all corporate action necessary to authorize this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby; (f) A FIRPTA Non-Foreign Seller Certificate from Seller certifying that it is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code of 1986 reasonably satisfactory in form and substance to Buyer; (g) Evidence reasonably satisfactory to Buyer that all Encumbrances (other than Permitted Encumbrances) affecting or encumbering the Assets have been terminated, released or waived, as appropriate, or original, executed instruments in form reasonably satisfactory to Buyer effecting such terminations, releases or waivers; (h) All Books and Records, delivery of which will be deemed made to the extent such Books and Records are then located at any of the offices of the Systems included in the Real Property; (i) A certificate executed by the System secretary or assistant secretary of Seller authenticating Seller's organizational documents, certifying as to the incumbency, and authenticating the signatures, of those persons executing this Agreement and certificates or other documents delivered hereunder on behalf of Seller; (j) A certificate as of a recent date from the appropriate office of the state of organization of each Seller and the state in which the Business is not covered by a current written agreement with operated as to the owner good standing of such complex or parkSeller; (k) An opinion of in-house counsel for Seller, a cable television multiple-unit agreement in a form reasonably satisfactory acceptable to Buyer; (l) An opinion of Cole Raywid & Xxxxxxxxx, executed by FCC counsel to Seller, in a form reasonably acceptable to Buyer; (m) A noncompetition agreement in the owner form of such complex or parkExhibit B to this Agreement; and (n) such Such other documents as Buyer may reasonably request in connection with the transactions contemplated by this Agreement, including the Retained Franchise Management Agreement.

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 7.1 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)7.5.2; (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 7.6.17.7.1; (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 8.2.7 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 Escrow Agreement in the owner of such complex or parkform attached as EXHIBIT I; (n) if required pursuant to SECTION 7.24, a cable television multiple-unit agreement in a form reasonably satisfactory to Buyer, executed by the owner of such complex or parkServices Agreement; and (no) 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: (a) a Xxxx of A Bill xx Sale and Assignment and Assumption Agreement in substantially the form attached as of EXHIBIT AA to this Agreement (the "Bill xx Sale"); (b) a A special or limited warranty deed in a form reasonably acceptable to Buyer (and complying with applicable state laws) with respect to each parcel of Real Property which is owned Real Propertyby Seller, and the improvements thereon, duly executed and acknowledged and in recordable form, warranting only to defend title to such owned Real Property against all persons claiming by, through or under Seller, subject only subject, however, to any 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 Title certificates to all vehicles included among the Assets (including those subject to leases), endorsed for transfer of valid and Assumption good title to Buyer, free and clear of Contracts all Encumbrances and leases (other than Permitted Encumbrances), and separate bills of sale or other transfer documentation for such vehicles, if required by the laws of the states in the form attached as EXHIBIT Bwhich such vehicles are titled; (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 A certificate, dated the Closing Date, signed by the President or any Vice President an officer of IntercableSeller, stating that to stating, solely in his or her knowledgecapacity as such officer, that the conditions set forth in SECTIONS 8.2.1, 8.2.2 Sections 7.2.1 and 8.2.8 7.2.2 are satisfied; (me) for each multiple dwelling complex or trailer park served by the System which A FIRPTA Non-Foreign Seller Certificate from Seller certifying that it is not covered by a current written agreement with foreign person within the owner meaning of such complex Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code") reasonably satisfactory in form and substance to Buyer; (f) Evidence reasonably satisfactory to Buyer that all Encumbrances (other than Permitted Encumbrances) affecting or parkencumbering the Assets have been terminated, a cable television multiple-unit agreement released or waived, as appropriate, or original, executed instruments in a form reasonably satisfactory to BuyerBuyer effecting such terminations, executed releases or waivers; (g) Copies of all Required Consents which have been obtained by the owner Seller prior to Closing; (h) All Books and Records, delivery of which will be deemed made to the extent such complex or parkBooks and Records are then located at any of the offices of the Systems included in the Real Property; (i) An opinion of Sherxxx & Xowaxx X.X.C., counsel for Seller, in substantially the form attached as EXHIBIT C; and (nj) such 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: (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 7.1 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)7.5.2; (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 7.6.17.7.1; (l) a certificate, dated the Closing Date, signed by the President or any Vice President of IntercableJSCC, stating that to his or her knowledge, the conditions set forth in SECTIONS 8.2.1, 8.2.2 and 8.2.8 8.2.7 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 Escrow Agreement in the owner of such complex or parkform attached as EXHIBIT I; (n) if required pursuant to SECTION 7.24, a cable television multiple-unit agreement in a form reasonably satisfactory to Buyer, executed by the owner of such complex or parkServices Agreement; and (no) 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: (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(B7.5(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 (nm) 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: (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 7.1 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)7.5.2; (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 7.6.17.7.1; (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 other documents as Buyer may reasonably request in connection with the transactions contemplated by this Agreement8.

Seller's Delivery Obligations. At the Closing, Seller will deliver ----------------------------- (or cause to be delivered) to Buyer the following: (a) a Xxxx of A Bill xx Sale and Assignment and Assumption Agreement in substantially the form attached as of EXHIBIT AA to this Agreement (the "Bill xx Sale"); (b) a A special or limited warranty deed in a form reasonably acceptable to Buyer (and complying with applicable state laws) with respect to each parcel of Real Property which is owned Real Propertyby Seller, and the improvements thereon, duly executed and acknowledged and in recordable form, warranting only to defend title to such owned Real Property against all persons claiming by, through or under Seller, subject only subject, however, to any 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 Title certificates to all vehicles included among the Assets (including those subject to leases), endorsed for transfer of valid and Assumption good title to Buyer, free and clear of Contracts all Encumbrances and leases (other than Permitted Encumbrances), and separate bills of sale or other transfer documentation for such vehicles, if required by the laws of the states in the form attached as EXHIBIT Bwhich such vehicles are titled; (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 A certificate, dated the Closing Date, signed by the President or any Vice President an officer of IntercableSeller, stating that to stating, solely in his or her knowledgecapacity as such officer, that the conditions set forth in SECTIONS 8.2.1, 8.2.2 Sections 7.2.1 and 8.2.8 7.2.2 are satisfied; (me) for each multiple dwelling complex or trailer park served by the System which A FIRPTA Non-Foreign Seller Certificate from Seller certifying that it is not covered by a current written agreement with foreign person within the owner meaning of such complex Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code") reasonably satisfactory in form and substance to Buyer; (f) Evidence reasonably satisfactory to Buyer that all Encumbrances (other than Permitted Encumbrances) affecting or parkencumbering the Assets have been terminated, a cable television multiple-unit agreement released or waived, as appropriate, or original, executed instruments in a form reasonably satisfactory to BuyerBuyer effecting such terminations, executed releases or waivers; (g) Copies of all Required Consents which have been obtained by the owner Seller prior to Closing; (h) All Books and Records, delivery of which will be deemed made to the extent such complex or parkBooks and Records are then located at any of the offices of the Systems included in the Real Property; (i) An opinion of Sherxxx & Xowaxx X.X.C., counsel for Seller, in substantially the form of EXHIBIT C; and (nj) such 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: (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 (nm) 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: (a) a Xxxx of A Bill xx Sale and Assignment and Assumption Agreement in substantially the form attached as EXHIBIT Aof Exhibit A to this Agreement (the "Bill xx Sale"); (b) a A special or limited warranty deed in a form reasonably acceptable to Buyer (and complying with applicable state laws) with respect to each parcel of Real Property which is owned Real Propertyby Seller, and the improvements thereon, duly executed and acknowledged and in recordable form, warranting only to defend title to such owned Real Property against all persons claiming by, through or under Seller, subject only subject, however, to any 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 Title certificates to all vehicles included among the Assets (including those subject to leases), endorsed for transfer of valid and Assumption good title to Buyer, free and clear of Contracts all Encumbrances and leases (other than Permitted Encumbrances), and separate bills of sale or other transfer documentation for such vehicles, if required by the laws of the states in the form attached as EXHIBIT Bwhich such vehicles are titled; (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 A certificate, dated the Closing Date, signed by the President or any Vice President an officer of IntercableSeller, stating that to stating, solely in his or her knowledgecapacity as such officer, that the conditions set forth in SECTIONS 8.2.1, 8.2.2 Sections 7.2.1 and 8.2.8 7.2.2 are satisfied; (me) for each multiple dwelling complex or trailer park served by the System which A FIRPTA Non-Foreign Seller Certificate from Seller certifying that it is not covered by a current written agreement with foreign person within the owner meaning of such complex Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code") reasonably satisfactory in form and substance to Buyer; (f) Evidence reasonably satisfactory to Buyer that all Encumbrances (other than Permitted Encumbrances) affecting or parkencumbering the Assets have been terminated, a cable television multiple-unit agreement released or waived, as appropriate, or original, executed instruments in a form reasonably satisfactory to BuyerBuyer effecting such terminations, executed releases or waivers; (g) Copies of all Required Consents which have been obtained by the owner of such complex or park; and (n) such other documents as Buyer may reasonably request in connection with the transactions contemplated by this Agreement.Seller prior to Closing;

Seller's Delivery Obligations. At the Closing, Seller will deliver ----------------------------- (or ----------------------------- cause to be delivered) to Buyer the following: (a) 9.2.1 a Xxxx of Sale Sale, Assignment and Assumption Agreement in the form attached as EXHIBIT AB; (b) 9.2.2 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 7.7.1 to Buyer with respect to such Real Property; (c) 9.2.3 an Assignment and Assumption of Contracts in the form attached as EXHIBIT BC; (d) 9.2.4 one or more Assignments of Leases in the form attached as EXHIBIT C D and, if requested by Buyer, short forms or memoranda of such Assignments in recordable form; (e) 9.2.5 any memorandum of lease obtained by Seller pursuant to SECTION 7.5(B)7.5.2; (f) a Guaranty signed by Intercable in the form attached as EXHIBIT D; (g) 9.2.6 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) 9.2.7 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 9.2.8 an opinion of Xxxxxxxxx Xxxxxx, Esq.Xxxxx X. Xxxxxxxx, counsel for to Seller, or of any other counsel to Seller reasonably acceptable to Buyer, dated the Closing Date, in substantially the form set forth in EXHIBIT GH; (j) 9.2.9 evidence satisfactory to Buyer that all Encumbrances affecting any of the Assets (other than Permitted Encumbrances) have been terminated and released; (k) 9.2.10 the title insurance commitments described in SECTION 7.6.17.7.1; (l) 9.2.11 a certificate, dated the Closing Date, signed by the President or any Vice President an executive officer of IntercableGP, stating that to his or her knowledge, the conditions set forth in SECTIONS 8.2.18.3.1 and 8.3.2, 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) 9.2.12 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: (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 7.1 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)7.5.2; (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 7.6.17.7.1; (l) a certificate, dated the Closing Date, signed by the President or any Vice President of IntercableJCC, 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 other documents as Buyer may reasonably request in connection with the transactions contemplated by this Agreement8.