Seller's Performance at Closing. At the closing hereunder, Seller shall:
(a) Deliver to Purchaser an executed General Conveyance, Xxxx of Sale, Assignment and Assumption, substantially in the form of Exhibit L hereto, which General Conveyance, Xxxx of Sale, Assignment and Assumption shall include, but not be limited to, an assignment to Purchaser of (i) the licenses and all other authorizations listed on Exhibit A, used in the operation of the Station, transferring the same to Purchaser, (ii) good and marketable title to all tangible personal property described on Exhibit B hereof (subject to changes in the ordinary course of business since the date hereof), (iii) the contracts, leases and agreements described on Exhibits C and D hereof, (iv) the copyrights and service marks listed on Exhibit E hereof, and (v) all right, title and interest of Seller in and to the intangible assets, free and clear of all mortgages, liens, attachments, conditional sales contracts, claims or encumbrances of any kind except liens for ad valorem taxes not yet due and payable.
(b) Deliver to Purchaser at the Station the files, records and logs referred to in Section 1(f) hereof.
(c) Deliver to Purchaser a certified copy of the resolutions of the Board of Directors of Seller authorizing the execution of this Agreement and the consummation of the transactions described herein.
(d) Deliver to Purchaser the written opinion of Counsel for Seller, dated as of the Closing Date, pursuant to the provisions of this Agreement.
(e) Deliver to Purchaser the written opinion of Holland & Knight, LLP, dated as of the Closing Date, pursuant to the provisions of this Agreement.
(f) Deliver to Purchaser a certificate signed by Seller and dated as of the Closing Date to the effect that all representations and warranties set forth in this Agreement shall be true and correct as of and as if made on the Closing Date and that, to Seller's knowledge, no event of default shall have occurred and be continuing on the Closing Date which, with lapse of time or giving of notice, or both, would constitute a default by Seller under this Agreement.
(g) Deliver to Purchaser Uniform Commercial Code lien searches from Richmond County, Georgia, the Georgia Secretary of State, Aiken County, South Carolina and the Secretary of State of South Carolina dated as of a -41- date not more than five (5) days prior to the Closing Date and showing no Uniform Commercial Code, judgment, tax or other lien filings against the Station Assets, other than security i...
Seller's Performance at Closing. At the closing hereunder, the Seller will:
Seller's Performance at Closing. At the Closing, Seller shall execute ------------------------------- and deliver or cause to be delivered to Buyer:
Seller's Performance at Closing. On the Closing Date at the Closing Place, Seller shall execute and deliver or cause to be delivered to Buyer, in form and substance reasonably satisfactory to Buyer and its counsel:
(a) A Bill of Sale conveying to Buxxx all of the Personal Tangible Assets to be acquired by Buyer hereunder; (
Seller's Performance at Closing. At or prior to the Closing hereunder, Seller shall deliver (or cause to be delivered) to Buyer the following, each of which shall be in form and substance reasonably satisfactory to Buyer and Buyer’s counsel:
(a) duly executed instruments of transfer (including, specifically, bills of sale of personal property, assignments of contracts and customer orders, assignments of copyrights, trademarks, patents, applications, Internet domain names and registrations and other intangible property and rights) selling, assigning, transferring and conveying to Buyer all of the Purchased Assets, free and clear of any Encumbrances;
(b) the agreements listed in Section 8.3, duly executed;
(c) all previously undelivered items included in the Purchased Assets;
(d) UCC-1, lien, judgment and tax searches in each jurisdiction in which Seller have property, which shall disclose the existence of no Encumbrances;
(e) payoff letters or other evidence regarding payment and discharge of the Indebtedness; and
(f) such other documents, instruments or certificates as Buyer or its counsel shall reasonably request in order to consummate the transactions contemplated herein.
Seller's Performance at Closing. At or prior to the Closing, ------------------------------- Seller shall deliver to Buyer:
(a) Written evidence to the effect that Seller's Directors have approved this Agreement and the contemplated transactions.
(b) An appraisal report, attached hereto as Exhibit "D," issued by qualified appraiser, acceptable to Buyer, on the Assets being purchased and transferred to Buyer.
(c) A properly executed Xxxx of Sale certificate duly executed by a director of Seller to the effect that the Assets, as set forth in Sections 2.1(a), 2.1(b) and 2.3(a) and in Exhibit B, have been properly purchased by and transferred to Buyer and become the assets of Buyer.
Seller's Performance at Closing. At or prior to the Closing hereunder, Seller shall deliver (or cause to be delivered) to Buyer the following, each of which shall be in form and substance reasonably satisfactory to Buyer and Buyer’s counsel:
(a) duly executed instruments of transfer (including, specifically, bills of sale of personal property, assignments of contracts and customer orders, assignments of copyrights, trademarks, patents, applications, Internet domain names and registrations and other intangible property and rights) selling, assigning, transferring and conveying to Buyer all of the Assets, free and clear of any Encumbrances;
(b) originals or copies of all equipment, documents, media, codes and other items which embody or otherwise relate to the Proprietary Rights and Technology;
(c) all previously undelivered items included in the Assets;
(d) the Consulting Agreements duly executed by and between Buyer and Jxxx Xxxxxxxxx; and
(e) such other documents, instruments or certificates as Buyer or its counsel shall reasonably request in order to consummate the transactions contemplated herein.
Seller's Performance at Closing. At the Closing, Purchaser shall be furnished the following documents:
Seller's Performance at Closing. At the Closing, Seller shall deliver to Purchaser, where appropriate, the following:
5.4.1 such good and sufficient bills of sale, assignments (including the required consents), certificates, deeds and other good and sufficient instruments of sale, conveyance, transfer and assignment as required by Purchaser in order to effectively vest in Purchaser good title to the Assets free and clear of all liens, security interests and encumbrances of whatever nature and termination statements for all liens on the Assets;
5.4.2 Certificate referenced in Section 5.1,1;
5.4.3 Legal opinion in a form satisfactory to Purchaser;
5.4.4 Certified copies of all board and shareholder resolutions approving the Contemplated Transactions;
5.4.5 Lease Consents referenced in Section 5.1.14;
5.4.6 Estoppel Certificates referenced in Section 5.1.15;
5.4.7 FIRPTA Affidavit referenced in Section 5.1.16;
5.4.8 the Transition Services Agreement;
5.4.9 the Guaranty Agreement duly executed by Caraustar Industries, Inc.
5.4.10 the Supply Agreement; and
5.4.11 Appropriate sales and other tax clearance certificates from all applicable taxing authorities.
Seller's Performance at Closing. At the Closing, Seller shall deliver or have delivered to Buyer, duly executed:
(a) An Assignment and Assumption of FCC Authorizations.
(b) A Bill of Sale conveying title to the Tangible Personal Property.
(c) An Assignment and Assumption of the Tower Site Lease Agreement.
(d) Assignment of the Assumed Business Name.
(e) Remittance or assignment of the Restricted Funds or the instruments representing them.
(f) Assignment of the Contracts and Licenses
(e) Such additional instruments as Buyer may reasonably require to effectuate the assignment from Seller to Buyer of the Station and Assets, and the objectives of this Agreement.
