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 interests or other filings which will be released at closing. (h) Deliver to Purchaser such other instruments and documents as may be reasonably requested by Purchaser to effectuate the transactions contemplated hereby. (i) Deposit with the Indemnification Escrow Agent by wiring immediately available funds into the Indemnification Escrow.
Appears in 2 contracts
Samples: Agreement of Sale (Cumulus Media Inc), Agreement of Sale (Cumulus Media Inc)
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 N 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 AB, used in the operation of the StationStations, transferring the same to Purchaser, (ii) good and marketable title to all tangible personal property described on Exhibit B C hereof (subject to changes in the ordinary course of business since the date hereof), (iii) the contracts, leases and agreements described on Exhibits C D and D E hereof, (iv) the copyrights and service marks listed on Exhibit E F 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 Stations 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 SellerHull, Xxxxxx, Xxxxxx and Xxxxxxx, dated as of the Closing Date, pursuant to the provisions of this Agreement.
(e) Deliver to Purchaser the written opinion of Holland & Knight, Knight LLP, dated as of the Closing Date, pursuant to the provisions of this Agreement.
(f) Deliver to Purchaser a certificate signed by a duly authorized officer of 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 Stations Assets, other than security interests or other filings which will be released at closing.
(h) Deliver to Purchaser such other instruments and documents as may be reasonably requested by Purchaser to effectuate the transactions contemplated hereby.
(i) Deposit with the Indemnification Escrow Agent by wiring immediately available funds into in the Indemnification Escrow.
Appears in 2 contracts
Samples: Agreement of Sale (Cumulus Media Inc), Agreement of Sale (Cumulus Media Inc)
Seller's Performance at Closing. At the closing hereunderClosing, Seller shallwill deliver to Buyer:
(a) Deliver to Purchaser an executed General ConveyanceAll deeds, Xxxx bills of Sale, Assignment and Assumptionsale, substantially in the form attached hereto as Exhibit "E", assignments 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 Apermits (to the extent assignable), used executory contracts, leases, easements and rights of way accompanied by certain covenants and endorsements as are necessary in the operation of the Stationorder to effectively vest in Buyer good, transferring the same to Purchaser, (ii) good indefeasible and marketable title to the Property free and clear of all tangible personal property described encroachments, leases, tenancies, liens, encumbrances, mortgages, conditional sales and other title retention agreements, pledges, covenants, restrictions, reservations, easements and options except for the Permitted Liens;
(b) Actual possession and operating control of the Property;
(c) A certificate of each entity constituting the Seller, executed by an officer, certifying that the persons executing this Agreement and other documents consummating transactions contemplated by this Agreement have been duly and validly authorized by its Board of Directors so to do, and that except as set forth on Exhibit B hereof Schedule 2.07 (subject c), no consent or approval of any other person is necessary. Such certificate shall set forth the names, titles, and signatures and attest to the incumbency of those persons authorized to execute this Agreement and all Agreements, instruments and documents in connection herewith. Copies of all resolutions pertaining to such authorization shall be attached to the certificate;
(d) Any and all consents of third parties necessary for the transfer and assignment of the Property, including, but not limited to, any required Landlords' Consents to the assignment of all Leases for the Theatres with no changes in the ordinary course terms and conditions thereof.
(e) The Authorization and Release Notice in form attached hereto as Exhibit I transferring all 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 Seller's 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 Agreementtelephone numbers shown thereon.
(f) Deliver Executed Covenant Not to Purchaser a certificate signed by Seller and dated Compete Agreements with N. L. Xxxxxxx xxx Joe X. Xxxxx, xx substantially the form attached as Exhihit "F" hereto. As consideration for said Covenant Not to Compete, Buyer shall pay the sum of the Closing Date $187,500.00 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, said N. L. Xxxxxxx xxx $187,500.00 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 Agreementsaid Joe X. Xxxxx xx Closing.
(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 interests or other filings which will be released at closing.
(h) Deliver to Purchaser such other instruments and documents as may be reasonably requested by Purchaser to effectuate the transactions contemplated hereby.
(i) Deposit with the Indemnification Escrow Agent by wiring immediately available funds into the Indemnification Escrow.
Appears in 1 contract
Seller's Performance at Closing. At the closing Closing hereunder, Seller shallshall deliver (or cause to be delivered) to Buyer:
(a) Deliver to Purchaser an executed General Conveyance, Xxxx a certificate or certificates evidencing ownership 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 one hundred percent (i100%) the licenses and all other authorizations listed on Exhibit A, used in the operation of the Stationissued and outstanding shares of the Company's capital stock, transferring the same with stock powers duly endorsed sufficient to Purchaser, (ii) good and marketable title transfer 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) Buyer all right, title and interest of Seller in and to the intangible assetsStock to be transferred, sold, assigned and conveyed by the Seller to Buyer pursuant to the provisions of this Agreement, free and clear of any and all mortgages, liens, attachments, conditional sales contracts, claims or encumbrances of any kind except liens for ad valorem taxes not yet due and payable.Claims;
(b) Deliver evidence of good standing and tax clearance (as to Purchaser at income, sales and use and employment filings) for the Station Company from the filesSecretary of State of Rhode Island and each state listed on Schedule 3.3, records and logs referred each issued within fifteen (15) days prior to in Section 1(f) hereof.the Closing Date;
(c) Deliver to Purchaser a certified copy of the resolutions of the Board Seller's board of Directors directors or executive committee acting pursuant to authority of Seller the board authorizing the execution of this Agreement on behalf of Seller and the Company, the consummation of the transactions described herein., and such other consents or approvals which counsel for Buyer may reasonably request;
(d) Deliver to Purchaser the written opinion of Counsel in-house counsel for Seller, dated as of the Closing Date, pursuant addressed to Buyer, in the provisions form set forth on Exhibit A, and the opinion of Smitx Xxxmx Xxxliss & Moorx, X.L.P. regarding the enforceability of this Agreement.
(e) Deliver to Purchaser the written opinion of Holland & Knight, LLP, Agreement dated as of the Closing Date, pursuant addressed to Buyer;
(e) a copy of the provisions Company's certificate of this Agreement.incorporation certified by the Secretary of the State of Rhode Island, together with a copy of the Company's By-laws, all as amended to date, as certified by the Company;
(f) Deliver to Purchaser a certificate signed the Manufacturing Agreement between the Company and the Seller in substantially the form attached hereto as Exhibit B duly executed 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 a Certificate from Richmond County, Georgia, the Georgia Secretary Company that it is not a "United States Real Property Holding Company" as such term is defined in Section 897(c)(2) 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 Internal Revenue Code, judgment, tax or other lien filings against during the Station Assets, other than security interests or other filings which will be released at closingapplicable period specified in Section 897(c)(1)(A)(ii) of the Internal Revenue Code;.
(h) Deliver to Purchaser such other instruments and documents as may be reasonably requested by Purchaser to effectuate the transactions contemplated hereby.resignations of the existing officers of the Company;
(i) Deposit all of the books, data, documents, instruments and other records relating to the Business except for tax records for the period of the Seller's ownership of the Company's Stock which shall remain with Seller provided copies are furnished to Buyer and any duplicate records of the Indemnification Escrow Agent by wiring immediately available funds into Company located at Seller's corporate headquarters in Charlotte; and
(j) such other documents, instrument or certificates as Buyer or its counsel shall reasonably request in order to consummate the Indemnification Escrowtransactions contemplated herein.
Appears in 1 contract
Seller's Performance at Closing. At the closing hereunderClosing, Seller shallwill deliver to Buyer:
(a) Deliver All deeds, bills of sale, assignments of licenses and permits (to Purchaser an executed General Conveyancethe extent assignable), Xxxx executory contracts, leases, easements and rights of Sale, Assignment and Assumptionway, substantially in form attached hereto as Exhibit "E" and Exhibit "I", as applicable, accompanied by certain covenants and endorsements as are necessary in order to effectively vest in Buyer good, indefeasible and valid title to the form Property free and clear of Exhibit L heretoall encroachments, which General Conveyanceleases, Xxxx tenancies, liens, encumbrances, mortgages, conditional sales and other title retention agreements, pledges, covenants, restrictions, reservations, easements and options except for the Permitted Title Exceptions and the Permitted Liens.
(b) Actual possession and operating control of Salethe Property.
(c) A certificate of Seller, Assignment executed by an officer, certifying that the persons executing this Agreement and Assumption other documents consummating transactions contemplated by this Agreement have been duly and validly authorized by its Board of Directors, no consent or approval of any other person is necessary. Such certificate shall includeset forth the names, but not be limited totitles, an assignment and signatures and attest to Purchaser the incumbency of those persons authorized to execute this Agreement and the Transaction Documents.
(id) the licenses Any and all other authorizations listed on Exhibit A, used in consents of third parties necessary for the operation transfer and assignment of the StationProperty, transferring including any required Landlords' Consents to the same to Purchaser, (ii) good and marketable title to assignment of all tangible personal property described on Exhibit B hereof (subject to Leases with no adverse changes in the ordinary course of business since terms and conditions thereof that existed on the date hereof), (iii) of execution of this Agreement other than the contracts, leases release of Seller from all obligations and agreements described on Exhibits C and D hereof, (iv) liabilities with respect to the copyrights and service marks listed on Exhibit E hereofProperty, and changes, approved by Buyer, to the Leases for the Theatres in Oneida, Tennessee and Corbxx xxx Danville, Kentucky.
(ve) The Authorization and Release Notice in form attached hereto as Exhibit "J" transferring all of Seller's right, title and interest of Seller in and to the intangible assetstelephone numbers shown thereon, 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 Agreementextent assignable.
(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 interests or other filings which will be released at closing.
(h) Deliver to Purchaser such other instruments and documents as may be reasonably requested by Purchaser to effectuate the transactions contemplated hereby.
(i) Deposit with the Indemnification Escrow Agent by wiring immediately available funds into the Indemnification Escrow.
Appears in 1 contract
Seller's Performance at Closing. At On the closing hereunderKEYH Closing Date, Seller shall:
(a) Deliver to Purchaser an executed General Conveyance, Xxxx of Sale, Assignment and Assumption, substantially in at 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 Closing Place (i) Seller shall have executed and delivered (or shall have caused Artlite through Seller, as the licenses case may be, to execute and deliver) the assignments relating to the KEYH FCC Licenses and the Permits and all other authorizations listed on Exhibit Aapplications therefor, used in the operation of the Stationtogether with any renewals, transferring the same to Purchaserextensions, additions or modifications thereof, (ii) good Seller shall have executed and marketable title delivered to all tangible personal property described on Exhibit B hereof Buyer (subject or shall have caused Artlite to changes in the ordinary course of business since the date hereof), (iii) the contracts, leases execute and agreements described on Exhibits C and D hereof, (iv) the copyrights and service marks listed on Exhibit E hereof, and (vdeliver) all rightbills of sale, title endorsements, assignments and interest other instruments of conveyance and transfer reasonably satisfactory in form and substance to Buyer and its counsel, effecting the sale, transfer, assignment and conveyance of the Purchased Assets to Buyer. Without limiting the generality of the foregoing, Seller in shall have executed and delivered (or caused to be executed and delivered) or shall have transferred or performed, as applicable, the intangible assetsfollowing:
9.1.1 One or more bills of sale executed by Artlite conveying to Seller all of the Artlite Assets and one or more bills of sale conveying to LBI all of the Tangible Personal Property and Intellectual Property to be acquired by Buyer hereunder;
9.1.2 An assignment assigning to LBI Sub the KEYH FCC Licenses from Seller to document the second step of the two-step pass through of such KEYH FCC Licenses to LBI Sub;
9.1.3 An assignment assigning to Seller the KEYH FCC Licenses from Artlite to document the first step of the two-step pass through of such KEYH FCC Licenses to LBI Sub;
9.1.4 An assignment assigning to LBI each of the Assumed Contracts together with the Required Consents and the original copies of the Assumed Contracts;
9.1.5 To the extent not previously transferred pursuant to Section 6.1.10, free and clear of all mortgagesthe data, liensdocuments, attachmentscopies, 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.2.1.4 and Seller shall have transferred data from Seller's computer systems to Buyer's computer systems on or prior to the KEYH Final Xxxxx Xxx;
9.1.6 Proof of payment of prepaid expenses made by Seller for services to be provided to Station KEYH, after the KEYH Closing Date under the Assumed Contracts;
9.1.7 Seller shall have paid LBI an amount equal to the aggregate advance payments by advertisers and other advance payments for services to be provided by Station KEYH after the KEYH Closing Date under the Assumed Contracts (c) Deliver to Purchaser a certified copy calculated as of 5 days before, and updated as of, the KEYH Closing Date);
9.1.8 Opinions of Seller's counsel, Seller's Texas counsel and Seller's FCC counsel, each dated as of the KEYH Closing Date substantially in the form of Exhibits "B-1", "B-2" and "C";
9.1.9 Copies of resolutions of the Board of Directors of Seller EDC, EDC Sub and EDC License Sub, in each case certified by the Party's Secretary, authorizing the execution execution, delivery and performance of this Agreement and the consummation of the transactions described herein.transaction contemplated hereby;
(d) Deliver to Purchaser the written opinion of Counsel for Seller9.1.10 A certificate, dated as of the KEYH Closing Date, pursuant executed by the President and Chief Executive Officer of Seller, to the provisions effect that, (i) the representations and warranties of Seller contained in this Agreement.
(e) Deliver to Purchaser the written opinion of Holland & Knight, LLP, dated Agreement are true and complete in all material respects on and as of the KEYH Closing Date as though made on and as of the KEYH Closing Date, pursuant to except as specifically contemplated by this Agreement (it being understood and agreed by the provisions Parties hereto that for purposes of this Agreement.
Section 9.1.10, that the representations and warranties of Seller contained in this Agreement or any certificates delivered pursuant hereto shall mean such representations and warranties of Seller after disregarding all knowledge qualifications of Seller contained in such representations and warranties that are in parenthetical (fincluding without limitation such knowledge qualifications in Sections 4.3.1, 4.3.2, 4.3.3, 4.3.4, 4.3.5, 4.4, 4.5, 4.7, 4.9, 4.10, 4.11, 4.13, 4.14, 4.15, 4.17, 4.18 and 9.1.10) Deliver and that such representations and warranties shall not be qualified in any respect by such knowledge qualifications in parenthetical); (ii) Seller has complied in all material respects with or performed in all material respects all terms, covenants, agreements and conditions required by this Agreement to Purchaser a certificate signed be complied with or performed by it prior to and at the KEYH Closing Date; (iii) all Required Consents have been obtained by Seller and dated as Artlite and delivered to Buyer; (iv) except for matters affecting the radio broadcasting industry generally and except for such litigation described in the proviso in Section 8.1.6, each of the Closing Date which has been disclosed in writing to Buyer, no litigation, action, suit, judgment, proceeding or investigation is pending or outstanding or, to the effect that all representations and warranties set forth in this Agreement shall be true and correct as knowledge of and as if made on the Closing Date and that, Seller (after due inquiry with Artlite) or (to Seller's knowledge) Artlite, threatened, before any forum, court, or governmental body, department or agency of any kind, relating to the operation of Station KEYH or which has the stated purpose or the probable effect of enjoining or preventing the consummation of this Agreement or the transaction contemplated hereby or to recover damages by reason thereof, or which questions the validity of any action taken or to be taken pursuant to or in connection with this Agreement; (v) to the knowledge of Seller (after due inquiry with Artlite) or (to Seller's knowledge) Artlite, no event insolvency proceedings of default any character including, without limitation, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, affecting Seller or Artlite or any of their respective material assets or properties is pending, and neither Seller nor Artlite has taken any action in contemplation of, or which would constitute the basis for, the institution of any such insolvency proceedings; (vi) the aggregate amount of advance payments by advertisers and other advance payments for services to be provided by or for Station KEYH after the KEYH Closing Date under the Assumed Contracts referred to in Section 2.1.2 equals the amount paid to Buyer pursuant to Section 9.1.7 and (vi) Seller has performed the requirements of this Section 9.1;
9.1.11 Written evidence reasonably satisfactory to Buyer that Seller has validly exercised its rights to purchase Station KEYH (including any related Purchased Assets and KEYH FCC Licenses) under the Artlite Purchase Agreement and has completed the acquisition of the Artlite Assets, including evidence in form and substance reasonably satisfactory to Buyer that Artlite shall have occurred executed and be continuing on the Closing Date whichdelivered to Seller all bills of sale, with lapse of time or giving of noticeendorsements, 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 assignments 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 interests or other filings which will be released at closing.
(h) Deliver to Purchaser such other instruments of conveyance and transfer reasonably satisfactory in form and substance to Buyer and its counsel, effecting the sale, transfer, assignment and conveyance of such Artlite Assets to Seller, including, without limitation, one or more bills of sale conveying to Seller such Artlite Assets and copies of the Required Consents required in connection with the consummation of such transactions;
9.1.12 Written instructions to terminate the Escrow Agreement and deliver the Escrow Deposit to LBI Holdings executed by EDC; and
9.1.13 Such other instruments of transfer, documents or certificates requested by Buyer as may be necessary or appropriate to transfer to and vest in Buyer all of Seller's right, title and interest in and to the Purchased Assets or as reasonably may be requested by Purchaser Buyer to effectuate evidence consummation of this Agreement and the transactions transaction contemplated hereby.
(i) Deposit with the Indemnification Escrow Agent by wiring immediately available funds into the Indemnification Escrow.
Appears in 1 contract
Seller's Performance at Closing. At On the closing hereunderClosing Date at the Closing Place, Seller shallshall have executed and delivered to Buyer all bills of sale, endorsements, assignments and other instruments of conveyance and transfer reasonably satisfactory in form and substance to Buyer and its counsel, effecting the sale, transfer, assignment and conveyance of the Purchased Assets to Buyer including, without limitation, the following:
(a) Deliver to Purchaser an executed General Conveyance9.1.1 A Warranty Deed for the Pool Road Studio Site shall be recorded in Tarrant County, Xxxx Texas and the Title Policies shall have been issued in favor of SaleBuyer;
9.1.2 Such other instruments or documents as Buyer may reasonably request, Assignment and Assumption, substantially in or as may reasonably be required by title insurers or escrow holders or required for 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 issuance of the StationTitle Policies, transferring in connection with the same transfer and assignment of each Real Property, including with certifications of non-foreign status and such other documents and instruments customary and appropriate with the transfer and assignment of such Real Property in each of the counties in which such Real Property is located;
9.1.3 One or more bills of sale conveying to PurchaserLBI all of the Tangible Personal Property and Intellectual Property to be acquired by Buyer hereunder;
9.1.4 An assignment assigning to LBI Sub the FCC Licenses;
9.1.5 An assignment assigning to LBI each of the Assumed Contracts together with the Required Consents and the original copies of the Assumed Contracts;
9.1.6 The data, (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)documents, (iii) the contractscopies, 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.2.1.6 and Seller shall have transferred data from Seller’s computer systems to Buyer’s computer systems to the extent provided in Section 2.1.6;
(c) Deliver 9.1.7 Proof of payment of prepaid expenses made by Seller for services to Purchaser a certified copy be provided to the Station after the Closing Date under the Assumed Contracts;
9.1.8 Opinions of Seller’s counsel and Seller’s FCC counsel, each dated as of the Closing Date substantially in the form of Exhibits B and C together with such changes as Buyer’s lenders shall require;
9.1.9 Copies of resolutions of the Board of Directors of Seller Seller, certified by its Secretary, authorizing the execution execution, delivery and performance of this Agreement Agreement, the Escrow Agreement, and the consummation of the transactions described herein.transaction contemplated hereby and thereby;
(d) Deliver to Purchaser the written opinion of Counsel for Seller9.1.10 A certificate, dated as of the Closing Date, pursuant executed by the President and Chief Executive Officer of Seller, to the provisions effect that, (i) the representations and warranties of Seller contained in this Agreement.
(e) Deliver to Purchaser Agreement are true and complete in all material respects on and as of the written opinion of Holland & Knight, LLP, dated Closing Date as though made on and as of the Closing Date, pursuant to the provisions of except as specifically contemplated by this Agreement.
; (fii) Deliver Seller has complied with or performed in all material respects all terms, covenants, agreements and conditions required by this Agreement to Purchaser a certificate signed be complied with or performed by it prior to and at the Closing Date; (iii) all Required Consents have been obtained by Seller and dated as of delivered to Buyer; (iv) except for matters affecting 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 knowledgetelevision broadcasting industry generally, no event of default shall have occurred and be continuing on the Closing Date whichlitigation, with lapse of time or giving of noticeaction, 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 Codesuit, judgment, tax proceeding or other lien filings against investigation is pending or outstanding or, to the knowledge of Seller, threatened, before any forum, court, or governmental body, department or agency of any kind, relating to the Purchased Assets or the operation of the Station Assetsor which has the stated purpose or the probable effect of enjoining or preventing the consummation of this Agreement or the transaction contemplated hereby or to recover damages by reason thereof, other than security interests or other filings which will questions the validity of any action taken or to be released at closing.taken pursuant to or in connection with this Agreement; (v) to the knowledge of Seller, no insolvency proceedings of any character including, without limitation, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, affecting Seller or any of its material assets or properties is pending, and Seller has not taken any action in contemplation of, or which would constitute the basis for, the institution of any such insolvency proceedings; (vi) Seller has complied with the requirements of Section 8.1.10 and (vi) Seller has performed the requirements of this Section 9.1;
(h) Deliver 9.1.11 Written instructions to Purchaser such terminate the Escrow Agreement and deliver the entire Escrow Deposit to LBI Media executed by Seller;
9.1.12 A fully executed copy of each of the Tower Leases; and
9.1.13 Such other instruments and of transfer, documents or certificates requested by Buyer as may be necessary or appropriate to transfer to and vest in Buyer all of Seller’s right, title and interest in and to the Purchased Assets or as reasonably may be requested by Purchaser Buyer to effectuate evidence consummation of this Agreement and the transactions transaction contemplated hereby.
(i) Deposit with the Indemnification Escrow Agent by wiring immediately available funds into the Indemnification Escrow.
Appears in 1 contract
Seller's Performance at Closing. At On the closing hereunderClosing Date at the Closing Place, Seller shallshall have executed and delivered to Buyer all bills of sale, endorsements, assignments and other instruments of conveyance and transfer reasonably satisfactory in form and substance to Buyer and its counsel, effecting the sale, transfer, assignment and conveyance of the Purchased Assets to Buyer including the following:
(a) Deliver 9.1.1 One or more bills of sale conveying 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 LBI all other authorizations listed on Exhibit A, used in the operation of the StationTangible Personal Property and Intellectual Property to be acquired by Buyer hereunder;
9.1.2 An assignment assigning to LBI Sub the FCC Licenses;
9.1.3 An assignment assigning to LBI each of the Assumed Contracts together with the Required Consents with respect thereto and the original copies of the Assumed Contracts;
9.1.4 The data, transferring the same to Purchaserdocuments, (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)copies, (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.2.1.7 (Seller shall have transferred data from Seller’s computer systems to Buyer’s computer systems to the extent provided in Section 2.1.7);
(c) Deliver to Purchaser a certified copy 9.1.5 The good faith, estimate of the prorations and adjustments to be made pursuant to Section 3.6;
9.1.6 Releases of the Encumbrances required to be released on the Closing Date executed by Seller and the applicable secured party (and partial releases or terminations, as applicable, of the related UCC financing statements authorized by the applicable secured party), which, in the case of releases of Encumbrances or partial releases of UCC financing statements relating to collateral documents and UCC financing statements, in each case, covering collateral which includes Purchased Assets as well as other items of collateral, shall include a reasonably detailed description of the Purchased Assets covered by such release (it being understood that the release of the Encumbrance related to item 13 on Schedule I is not a condition to Closing);
9.1.7 Opinions of Seller’s counsel and Seller’s FCC counsel, each dated as of the Closing Date substantially in the form of Exhibits A and B;
9.1.8 Copies of resolutions of the Board board of Directors directors of Seller Seller, in each case, certified by its Secretary, authorizing the execution execution, delivery and performance of this Agreement Agreement, the Escrow Agreement, and the consummation of the transactions described herein.transaction contemplated hereby and thereby;
(d) Deliver to Purchaser the written opinion of Counsel for Seller9.1.9 A certificate, dated as of the Closing Date, pursuant executed by the Executive Vice President of Seller, to the provisions effect that, (i) the representations and warranties of Seller contained in this Agreement.
(e) Deliver to Purchaser Agreement are true and complete in all material respects on and as of the written opinion of Holland & Knight, LLP, dated Closing Date as though made on and as of the Closing Date, pursuant to the provisions of except as specifically contemplated by this Agreement.
; (fii) Deliver Seller has complied with or performed all terms, covenants, agreements and conditions required by this Agreement to Purchaser be complied with or performed by it prior to and at the Closing Date, (iii) no event, change, circumstance, effect or state of facts (or series of related events, changes, circumstances, effects or states of facts) has occurred since the Execution Date that has had or would reasonably be expected to have a certificate signed Material Adverse Effect, (iv) except as set forth on a Schedule attached thereto, all Required Consents have been obtained by Seller and dated delivered to Buyer, and (v) Seller has performed the requirements of this Section 9.1;
9.1.10 Written instructions to terminate the Escrow Agreement and deliver the Escrow Deposit to Seller executed by ECC;
9.1.11 Such other instruments or documents as Buyer or the Title Company reasonably determine are required for the issuance of the Title Policies required to be issued at Closing Date and in connection with the transfer and assignment of the Real Property and Leasehold Interests, including special warranty deeds, certifications of non-foreign status and such other documents and instruments customary and appropriate with the transfer and assignment of the Real Property in each of the counties in which such Real Property is located and the estoppels and consents referenced in Section 8.1.6;
9.1.12 If the counterparty to the effect that all representations and warranties set forth in this KZMP Agreement shall be true and correct as of and as if made on not have posted the Closing Date $50,000 deposit required pursuant thereto, an acknowledgement from such counterparty that no deposit was posted and that, to Seller's knowledgeaccordingly, no event of default shall have occurred and deposit will 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 available for application against the Station Assets, other than security interests final month or other filings which will due to be released at closing.returned to such counterparty upon expiration of the KZMP Agreement; and
(h) Deliver to Purchaser such 9.1.13 Such other instruments and of transfer, documents or certificates requested by Buyer as may be necessary or appropriate to transfer to and vest in Buyer all of Seller’s right, title and interest in and to the Purchased Assets or as reasonably may be requested by Purchaser Buyer to effectuate evidence consummation of this Agreement and the transactions transaction contemplated hereby.
(i) Deposit with the Indemnification Escrow Agent by wiring immediately available funds into the Indemnification Escrow.
Appears in 1 contract
Seller's Performance at Closing. At the closing hereunderClosing, Seller shallwill deliver to Buyer:
(a) Deliver to Purchaser an executed General Conveyance, Xxxx All bills of Sale, Assignment and Assumptionsale for the Personal Property, substantially in form attached hereto as Exhibit "E";
(b) Assignments (to the extent assignable), substantially in form attached hereto as Exhibit "I", 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 Apermits, used executory contracts, leases, easements and rights of way accompanied by certain covenants and endorsements as are necessary in the operation of the Stationorder to effectively vest in Buyer good, transferring the same to Purchaser, (ii) good indefeasible and marketable title to the Property free and clear of all tangible personal property described encroachments, leases, tenancies, liens, encumbrances, mortgages, conditional sales and other title retention agreements, pledges, covenants, restrictions, reservations, easements and options except for the Permitted Liens;
(c) Actual possession and operating control of the Property;
(d) A certificate of Seller, executed by an officer, certifying that the persons executing this Agreement and other documents consummating transactions contemplated by this Agreement have been duly and validly authorized by its Board of Directors so to do, and that except as set forth on Exhibit B hereof Schedule 2.07(d), no consent or approval of any other person is necessary. Such certificate shall set forth the names, titles, and signatures and attest to the incumbency of those persons authorized to execute this Agreement and all Agreements, instruments and documents in connection herewith. Copies of all resolutions pertaining to such authorization shall be attached to the certificate;
(subject e) Any and all consents of third parties necessary for the transfer and assignment of the Property, including, but not limited to, any required Landlords' Consents to the assignment of all Leases for the Theatres with no changes in the ordinary course terms and conditions thereof.
(f) The Authorization and Release Notice in form attached hereto as Exhibit "J" transferring all 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 Seller's 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 payabletelephone numbers shown thereon.
(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 interests or other filings which will be released at closing.
(h) Deliver to Purchaser such other instruments and documents as may be reasonably requested by Purchaser to effectuate the transactions contemplated hereby.
(i) Deposit with the Indemnification Escrow Agent by wiring immediately available funds into the Indemnification Escrow.
Appears in 1 contract
Seller's Performance at Closing. At On the closing hereunderKQQK Closing Date, Seller shall:
(a) Deliver to Purchaser an executed General Conveyance, Xxxx of Sale, Assignment and Assumption, substantially in at 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 Closing Place (i) Seller shall have executed and delivered the licenses assignments relating to the KQQK FCC Licenses and the Permits and all other authorizations listed on Exhibit Aapplications therefor, used in the operation of the Stationtogether with any renewals, transferring the same to Purchaserextensions, additions or modifications thereof, (ii) good Seller shall have executed and marketable title delivered to Buyer all tangible personal property described on Exhibit B hereof bills of sale, endorsements, assignments and other instruments of conveyance and transfer reasonably satisfactory in form and substance to Buyer and its counsel, effecting the sale, transfer, assignment and conveyance of the Purchased Assets to Buyer. Without limiting the generality of the foregoing, Seller shall have executed and delivered (subject or caused to changes in be executed and delivered) or shall have transferred or performed, as applicable, the ordinary course following:
9.1.1 One or more bills of business since sale conveying to LBI all of the date hereof)Tangible Personal Property and Intellectual Property to be acquired by Buyer hereunder;
9.1.2 An assignment assigning to LBI Sub the KQQK FCC Licenses from Seller;
9.1.3 An assignment assigning to LBI each of the Assumed Contracts together with the Required Consents and the original copies of the Assumed Contracts;
9.1.4 To the extent not previously transferred pursuant to Section 6.1.10, (iii) the contractsdata, leases and agreements described on Exhibits C and D hereofdocuments, (iv) the copyrights and service marks listed on Exhibit E hereofcopies, 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.2.1.4 and Seller shall have transferred data from Seller's computer systems to Buyer's computer systems on or prior to the KQQK Final Xxxxx Xxx;
9.1.5 Proof of payment of prepaid expenses made by Seller for services to be provided to Station KQQK, after the KQQK Closing Date under the Assumed Contracts;
9.1.6 Seller shall have paid LBI an amount equal to the aggregate advance payments by advertisers and other advance payments for services to be provided by Station KQQK after the KQQK Closing Date under the Assumed Contracts (c) Deliver to Purchaser a certified copy calculated as of 5 days before, and updated as of, the KQQK Closing Date);
9.1.7 Opinions of Seller's counsel, Seller's Texas counsel and Seller's FCC counsel, each dated as of the KQQK Closing Date substantially in the form of Exhibits "B-1", "B-2" and "C";
9.1.8 Copies of resolutions of the Board of Directors of Seller EDC, EDC Sub and EDC License Sub, in each case certified by the Party's Secretary, authorizing the execution execution, delivery and performance of this Agreement and the consummation of the transactions described herein.transaction contemplated hereby;
(d) Deliver to Purchaser the written opinion of Counsel for Seller9.1.9 A certificate, dated as of the KQQK Closing Date, pursuant executed by the President and Chief Executive Officer of Seller, to the provisions effect that, (i) the representations and warranties of Seller contained in this Agreement.
(e) Deliver to Purchaser the written opinion of Holland & Knight, LLP, dated Agreement are true and complete in all material respects on and as of the KQQK Closing Date as though made on and as of the KQQK Closing Date, pursuant to the provisions of except as specifically contemplated by this Agreement.
; (fii) Deliver Seller has complied in all material respects with or performed in all material respects all terms, covenants, agreements and conditions required by this Agreement to Purchaser a certificate signed be complied with or performed by it prior to and at the KQQK Closing Date; (iii) all Required Consents have been obtained by Seller and dated as delivered to Buyer; (iv) except for matters affecting the radio broadcasting industry generally and except for such litigation described in the proviso in Section 8.1.6, each of the Closing Date which has been disclosed in writing 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 knowledgeBuyer, no event of default shall have occurred and be continuing on the Closing Date whichlitigation, with lapse of time or giving of noticeaction, 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 Codesuit, judgment, tax proceeding or investigation is pending or outstanding or, to the knowledge of Seller, threatened, before any forum, court, or governmental body, department or agency of any kind, relating to the operation of Station KQQK or which has the stated purpose or the probable effect of enjoining or preventing the consummation of this Agreement or the transaction contemplated hereby or to recover damages by reason thereof, or which questions the validity of any action taken or to be taken pursuant to or in connection with this Agreement; (v) to the knowledge of Seller, no insolvency proceedings of any character including, without limitation, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, affecting Seller or any of its respective material assets or properties is pending, and Seller has not taken any action in contemplation of, or which would constitute the basis for, the institution of any such insolvency proceedings; (vi) the aggregate amount of advance payments by advertisers and other lien filings against advance payments for services to be provided by or for Station KQQK after the Station AssetsKQQK Closing Date under the Assumed Contracts referred to in Section 2.1.2 equals the amount paid to Buyer pursuant to Section 9.1.6, other than security interests and (vii) Seller has performed the requirements of this Section 9.1;
9.1.10 Written instructions to deliver $1,000,000 and related interest (in the case of an FM Only Closing in which the AM Asset Purchase Agreement has not theretofore been terminated or other filings is not terminated on such day) or the entire Escrow Deposit (in the case of a Simultaneous Closing or in the case of an FM Only Closing in which will be released at closing.the AM Asset Purchase Agreement has theretofore been terminated or is terminated on such day) to LBI Holdings executed by EDC and, in the case where the entire Escrow Deposit is delivered to LBI Holdings, such instructions shall also include instructions to terminate the Escrow Agreement; and
(h) Deliver to Purchaser such 9.1.11 Such other instruments and of transfer, documents or certificates requested by Buyer as may be necessary or appropriate to transfer to and vest in Buyer all of Seller's right, title and interest in and to the Purchased Assets or as reasonably may be requested by Purchaser Buyer to effectuate evidence consummation of this Agreement and the transactions transaction contemplated hereby.
(i) Deposit with the Indemnification Escrow Agent by wiring immediately available funds into the Indemnification Escrow.
Appears in 1 contract
Seller's Performance at Closing. At the closing 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 EXHIBIT "J" 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 PurchaserFCC Licenses, (ii) good and marketable title to all tangible personal property described on Exhibit B EXHIBIT "C" hereof (subject to changes in the ordinary course of business since the date hereofpermitted herein), (iii) the contracts, leases Contracts and agreements Trade Deals described on Exhibits C EXHIBIT "D" and D EXHIBIT "E" hereof, subject to 45 changes permitted herein, (iv) the copyrights and service marks listed on Exhibit E EXHIBIT "F" hereof, and (v) all right, title and interest of Seller in and to the intangible assets, ; all of which shall be conveyed free and clear of all mortgages, liens, attachments, conditional sales contracts, claims or encumbrances of any kind Security Interests except liens for ad valorem taxes not yet due and payablethe Permitted Encumbrances.
(b) Deliver to Purchaser one or more executed general warranty deeds, conveying to Purchaser good and marketable title, in fee simple, to the Real Property, free and clear of all Security Interests except the Permitted Encumbrances and the Permitted Title Exceptions.
(c) Deliver to Purchaser at the Station Stations the files, records and logs referred to in Section 1(f2(g) hereof.
(cd) 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 a duly authorized officer of Seller and dated as of the Closing Date to the effect that all of Seller's representations and warranties set forth in this Agreement shall be are true and correct in all material respects as of and as if made on the Closing Date Date, and thatthat all covenants, terms and conditions to Seller's knowledge, no event of default shall have occurred be complied with and be continuing on the Closing Date which, with lapse of time or giving of notice, or both, would constitute a default performed by Seller under this Agreement.
have been complied with or performed in all material respects. (gf) Deliver to Purchaser Uniform Commercial Code lien searches from Richmond Countysuch instruments and documents required pursuant to Section 8, 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 interests or other filings which will be released at closing.
(h) Deliver to Purchaser such other instruments and documents as may be reasonably requested by Purchaser to effectuate the transactions contemplated hereby.
(i) Deposit with the Indemnification Escrow Agent by wiring immediately available funds into the Indemnification Escrow.
Appears in 1 contract
Seller's Performance at Closing. At On the closing hereunderClosing Date at the Closing Place, Seller shallshall have executed and delivered to Buyer all bills of sale, endorsements, assignments and other instruments of conveyance and transfer reasonably satisfactory in form and substance to Buyer and its counsel, effecting the sale, transfer, assignment and conveyance of the Purchased Assets to Buyer including, without limitation, the following:
(a) Deliver 9.1.1 One or more bills of sale conveying 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 LBI all other authorizations listed on Exhibit A, used in the operation of the StationTangible Personal Property and Intellectual Property to be acquired by Buyer hereunder;
9.1.2 An assignment assigning to LBI Sub the FCC Licenses;
9.1.3 An assignment assigning to LBI each of the Assumed Contracts together with the Required Consents and the original copies of the Assumed Contracts;
9.1.4 The data, transferring the same to Purchaserdocuments, (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)copies, (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.2.1.6 (Seller shall have transferred data from Seller’s computer systems to Buyer’s computer systems to the extent provided in Section 2.1.6);
(c) Deliver 9.1.5 Proof of payment of prepaid expenses made by Seller for services to Purchaser a certified copy be provided to the Station after the Closing Date under the Assumed Contracts;
9.1.6 Opinions of Seller’s counsel and Seller’s FCC counsel, each dated as of the Closing Date substantially in the form of Exhibits A and B together with such changes as Buyer’s lenders shall reasonably require;
9.1.7 Copies of resolutions of the Board of Directors Seller, executed by all members of Seller and certified by an officer or managing member, authorizing the execution execution, delivery and performance of this Agreement Agreement, the Escrow Agreement, and the consummation of the transactions described herein.transaction contemplated hereby and thereby;
(d) Deliver to Purchaser the written opinion of Counsel for Seller9.1.8 A certificate, dated as of the Closing Date, pursuant executed by the President and Chief Executive Officer of Seller, to the provisions effect that, (i) the representations and warranties of Seller contained in this Agreement.
(e) Deliver to Purchaser Agreement are true and complete in all material respects on and as of the written opinion of Holland & Knight, LLP, dated Closing Date as though made on and as of the Closing Date, pursuant to the provisions of except as specifically contemplated by this Agreement.
; (fii) Deliver Seller has complied with or performed all terms, covenants, agreements and conditions required by this Agreement to Purchaser a certificate signed be complied with or performed by it prior to and at the Closing Date; (iii) all Required Consents have been obtained by Seller and dated as of delivered to Buyer; (iv) except for matters affecting 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 knowledgeradio broadcasting industry generally, no event of default shall have occurred and be continuing on the Closing Date whichlitigation, with lapse of time or giving of noticeaction, 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 Codesuit, judgment, tax proceeding or other lien filings against investigation is pending or outstanding or, to the knowledge of Seller, threatened before any forum, court, or governmental body, department or agency of any kind relating to the operation of the Station Assetsor which has the stated purpose or the probable effect of enjoining or preventing the consummation of this Agreement or the transaction contemplated hereby or to recover damages by reason thereof, or which questions the validity of any action taken or to be taken pursuant to or in connection with this Agreement; (v) to the knowledge of Seller, no insolvency proceedings of any character including, without limitation, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, affecting Seller or any of its material assets or properties is pending, and Seller has not taken any action in contemplation of, or which would constitute the basis for, the institution of any such insolvency proceedings; (vi) the aggregate amount of advance payments by advertisers and other than security interests advance payments for services to be provided by or other filings which will be released at closing.for the Station after the applicable Effective Date under the Assumed Contracts referred to in Section 2.1.4 equals the amount paid to Buyer pursuant to Section 9.1.5; and (vii) Seller has performed the requirements of this Section 9.1;
(h) Deliver 9.1.9 Written instructions to Purchaser such deliver the Escrow Deposit minus the Holdback to Seller executed by Seller; and
9.1.10 Such other instruments and of transfer, documents or certificates requested by Buyer as may be necessary or appropriate to transfer to and vest in Buyer all of Seller’s right, title and interest in and to the Purchased Assets or as reasonably may be requested by Purchaser Buyer to effectuate evidence consummation of this Agreement and the transactions transaction contemplated hereby.
(i) Deposit with the Indemnification Escrow Agent by wiring immediately available funds into the Indemnification Escrow.
Appears in 1 contract
Seller's Performance at Closing. At On the closing hereunderClosing Date at the Closing Place, Seller shallshall have executed and delivered to Buyer all bills of sale, endorsements, assignments and other instruments of conveyance and transfer reasonably satisfactory in form and substance to Buyer and its counsel, effecting the sale, transfer, assignment and conveyance of the Purchased Assets to Buyer including, without limitation, the following:
(a) Deliver to Purchaser an executed General Conveyance, Xxxx of Sale, Assignment 9.1.1 Such other instruments or documents as Buyer may reasonably request in connection with the transfer 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 StationLicenses, transferring including such documents and instruments customary and appropriate in each of the same counties in which a property covered by a License is located;
9.1.2 One or more bills of sale conveying to PurchaserLBI all of the Tangible Personal Property and Intellectual Property to be acquired by Buyer hereunder;
9.1.3 An assignment assigning to LBI Sub the FCC Licenses;
9.1.4 An assignment assigning to LBI each of the Assumed Contracts together with the Required Consents and the original copies of the Assumed Contracts;
9.1.5 The data, (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)documents, (iii) the contractscopies, 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.2.1.5 and Seller shall have transferred data from Seller’s computer systems to Buyer’s computer systems to the extent provided in Section 2.1.5;
(c) Deliver 9.1.6 Proof of payment of prepaid expenses made by Seller for services to Purchaser a certified copy be provided to the Station after the Closing Date under the Assumed Contracts;
9.1.7 Seller shall have paid LBI an amount equal to the aggregate advance payments by advertisers and other advance payments for services to be provided by or for the Station after the Effective Date under the Assumed Contracts;
9.1.8 Opinions of Seller’s counsel and Seller’s FCC counsel, each dated as of the Closing Date substantially in the form of Exhibits “B” and “C”;
9.1.9 Copies of resolutions of the Board Boards of Directors of Seller Astor, Astor KMXN Sub and the Other Subsidiaries, in each case certified by its Secretary, authorizing the execution execution, delivery and performance of this Agreement Agreement, the Escrow Agreement, the KMXN-FM LMA and the consummation of Corporate Guarantee and the transactions described herein.transaction contemplated hereby and thereby;
(d) Deliver to Purchaser the written opinion of Counsel for Seller9.1.10 A certificate, dated as of the Closing Date, pursuant executed by the President and Chief Executive Officer of Seller and the Other Subsidiaries, to the provisions effect that, (i) the representations and warranties of Seller contained in this Agreement.
(e) Deliver to Purchaser Agreement are true and complete in all material respects on and as of the written opinion of Holland & Knight, LLP, dated Closing Date as though made on and as of the Closing Date, pursuant to the provisions of except as specifically contemplated by this Agreement.
; (fii) Deliver Seller has complied in all material respects with or performed in all material respects all terms, covenants, agreements and conditions required by this Agreement to Purchaser a certificate signed be complied with or performed by it prior to and at the Closing Date; (iii) all Required Consents have been obtained by Seller and dated as of delivered to Buyer; (iv) except for matters affecting 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 knowledgeradio broadcasting industry generally, no event of default shall have occurred and be continuing on the Closing Date whichlitigation, with lapse of time or giving of noticeaction, 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 Codesuit, judgment, tax proceeding or other lien filings against investigation is pending or outstanding or, to the knowledge of Seller, threatened, before any forum, court, or governmental body, department or agency of any kind, relating to the operation of the Station Assetsor which has the stated purpose or the probable effect of enjoining or preventing the consummation of this Agreement or the transaction contemplated hereby or to recover damages by reason thereof, other than security interests or other filings which will questions the validity of any action taken or to be released at closing.
(h) Deliver taken pursuant to Purchaser such other instruments and documents as may be reasonably requested by Purchaser to effectuate the transactions contemplated hereby.
(i) Deposit or in connection with the Indemnification Escrow Agent by wiring immediately available funds into the Indemnification Escrow.this Agreement;
Appears in 1 contract
Seller's Performance at Closing. At the closing Closing hereunder, Seller shallGerrans ------------------------------- shall deliver (or cause to be delivered) to Buyer:
(a) Deliver to Purchaser an executed General Conveyance, Xxxx a certificate or certificates evidencing ownership 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 one hundred percent (i100%) the licenses and all other authorizations listed on Exhibit A, used in the operation of the Stationissued and outstanding shares of the Company's capital stock, transferring the same with stock powers duly endorsed sufficient to Purchaser, (ii) good and marketable title transfer 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) Buyer all right, title and interest of Seller in and to the intangible assetsStock to be transferred, sold, assigned and conveyed by the Sellers to Buyer pursuant to the provisions of this Agreement, free and clear of any and all mortgages, liens, attachments, conditional sales contracts, claims or encumbrances of any kind except liens for ad valorem taxes not yet due and payable.Claims;
(b) Deliver a certificate of good standing and tax clearance certificates (as to Purchaser at income, sales and use and employment filings) for the Station Company from the filesSecretary of State for Texas and each state listed on Schedule 3.3, records and logs referred each issued within ------------ fifteen (15) days prior to in Section 1(f) hereof.the Closing Date;
(c) Deliver to Purchaser for each jurisdiction in which the Company or Gerrans is located or has property, UCC-11 searches and lien, judgment and tax searches, for the Company and Gerrans, certified as of the Closing Date by the Company and Gerrans;
(d) a certified copy of the resolutions of the Board Company's board of Directors of Seller directors and shareholders authorizing the execution of this Agreement and Agreement, the consummation of the transactions described herein., and such other consents or approvals which counsel for Buyer may reasonably request;
(de) Deliver to Purchaser the written opinion of Counsel Weycer, Kaplan, Pulaski & Xxxxx, P.C., counsel for SellerSellers, dated as of the Closing Date, pursuant addressed to Buyer, with respect to the provisions of this Agreement.
(e) Deliver matters set forth on Exhibit G and in form and substance satisfactory to Purchaser the written opinion of Holland & Knight, LLP, dated as of the Closing Date, pursuant to the provisions of this Agreement.Buyer --------- and counsel for Buyer;
(f) Deliver to Purchaser a certificate signed by Seller and dated as copy of the Closing Date Company's certificate of incorporation certified by the Secretary of the State of Texas, together with a copy of the Company's By-laws, all as amended to date, all certified by the effect that all representations president and warranties set forth in this Agreement shall be true and correct as secretary 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.Company;
(g) Deliver to Purchaser Uniform Commercial Code lien searches from Richmond Countyan Employment Agreement in substantially the form attached hereto as Exhibit H among the Company, Georgia, the Georgia Secretary of State, Aiken County, South Carolina Buyer 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 interests or other filings which will be released at closing.Gerrans duly executed by Gerrans; ---------
(h) Deliver to Purchaser such other instruments a Lease Agreement in substantially the form attached hereto as Exhibit F between Buyer and documents as may be reasonably requested Gerrans duly executed by Purchaser to effectuate the transactions contemplated hereby.Gerrans; ---------
(i) Deposit with the Indemnification Escrow Agent by wiring immediately available funds into resignations of the Indemnification Escrowexisting officers and directors of the Company;
(j) all of the books, data, documents, instruments and other records relating to the Business;
(k) such other documents, instrument or certificates as Buyer or its counsel shall reasonably request in order to consummate the transactions contemplated herein.
Appears in 1 contract
Seller's Performance at Closing. At the closing Closing hereunder, Seller shallGerrans shall deliver (or cause to be delivered) to Buyer:
(a) Deliver to Purchaser an executed General Conveyance, Xxxx a certificate or certificates evidencing ownership 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 one hundred percent (i100%) the licenses and all other authorizations listed on Exhibit A, used in the operation of the Stationissued and outstanding shares of the Company’s capital stock, transferring the same with stock powers duly endorsed sufficient to Purchaser, (ii) good and marketable title transfer 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) Buyer all right, title and interest of Seller in and to the intangible assetsStock to be transferred, sold, assigned and conveyed by the Sellers to Buyer pursuant to the provisions of this Agreement, free and clear of any and all mortgages, liens, attachments, conditional sales contracts, claims or encumbrances of any kind except liens for ad valorem taxes not yet due and payable.Claims;
(b) Deliver a certificate of good standing and tax clearance certificates (as to Purchaser at income, sales and use and employment filings) for the Station Company from the filesSecretary of State for Texas and each state listed on Schedule 3.3, records and logs referred each issued within fifteen (15) days prior to in Section 1(f) hereof.the Closing Date;
(c) Deliver to Purchaser for each jurisdiction in which the Company or Gerrans is located or has property, UCC-11 searches and lien, judgment and tax searches, for the Company and Gerrans, certified as of the Closing Date by the Company and Gerrans;
(d) a certified copy of the resolutions of the Board Company’s board of Directors of Seller directors and shareholders authorizing the execution of this Agreement and Agreement, the consummation of the transactions described herein., and such other consents or approvals which counsel for Buyer may reasonably request;
(de) Deliver to Purchaser the written opinion of Counsel Weycer, Kaplan, Pulaski & Xxxxx, P.C., counsel for SellerSellers, dated as of the Closing Date, pursuant addressed to Buyer, with respect to the provisions of this Agreement.
(e) Deliver matters set forth on Exhibit G and in form and substance satisfactory to Purchaser the written opinion of Holland & Knight, LLP, dated as of the Closing Date, pursuant to the provisions of this Agreement.Buyer and counsel for Buyer;
(f) Deliver to Purchaser a certificate signed by Seller and dated as copy of the Closing Date Company’s certificate of incorporation certified by the Secretary of the State of Texas, together with a copy of the Company’s By-laws, all as amended to date, all certified by the effect that all representations president and warranties set forth in this Agreement shall be true and correct as secretary 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.Company;
(g) Deliver to Purchaser Uniform Commercial Code lien searches from Richmond Countyan Employment Agreement in substantially the form attached hereto as Exhibit H among the Company, Georgia, the Georgia Secretary of State, Aiken County, South Carolina Buyer 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 interests or other filings which will be released at closing.Gerrans duly executed by Gerrans;
(h) Deliver to Purchaser such other instruments a Lease Agreement in substantially the form attached hereto as Exhibit F between Buyer and documents as may be reasonably requested Gerrans duly executed by Purchaser to effectuate the transactions contemplated hereby.Gerrans;
(i) Deposit with the Indemnification Escrow Agent by wiring immediately available funds into resignations of the Indemnification Escrowexisting officers and directors of the Company;
(j) all of the books, data, documents, instruments and other records relating to the Business;
(k) such other documents, instrument or certificates as Buyer or its counsel shall reasonably request in order to consummate the transactions contemplated herein.
Appears in 1 contract
