THE SELLERS' OBLIGATIONS AT CLOSING. At Closing, the Sellers shall deliver to Buyer the following:
(a) An Assignment of the Licenses described in Schedule A, Warranty Deeds as to the Owned Real Property and described on Schedule B and an Assignment and Xxxx of Sale, or similar instruments, including third party consents to all "material" Leases and Agreements, transferring to Buyer all other Acquired Assets to be transferred hereunder, free and clear of all liens, encumbrances and restrictions of any kind whatsoever, except as expressly provided for in this Agreement or in the Leases and Agreements;
(b) The business records described in Section 1.7;
(c) An opinion of the Sellers' counsel, addressed to Buyer, confirming the correctness of the Sellers' representations made in Sections 3.1 and 3.2;
(d) A certificate of CBC's CEO verifying that the Sellers' representations, warranties and covenants as provided herein remain materially true and correct up to and through the Closing Date;
(e) Certificates of Sellers' Secretary certifying as to Sellers' Articles of Incorporation, By-Laws, and Board of Directors approvals (all of which shall be attached thereto);
(f) UCC reports dated not more than thirty (30) days prior to the Closing Date of the appropriate filing officers in the jurisdictions specified in Schedule J evidencing no judgments, financing statements, or liens on file with respect to the Acquired Assets, and, if such report evidences that judgments, financing statements, or liens are on file with respect to any of the Acquired Assets, a termination statement or other appropriate document signed by the secured party or lienholder evidencing the release or termination of such financing statement or such lien or a pay-off letter from such secured party or lienholder indicating that such party or lienholder will provide such release or termination statement upon receipt of payment from the proceeds of the sale contemplated herein;
(g) Good and valid ALTA title insurance commitments dated as of the Closing Date insuring the Sellers' title as fee owner in each parcel of Owned Real Property; in each instance, the title shall be insured by means of the preferred policy used in the location where such real estate exists, and each such policy, as to the insurer, the insured, the dollar limit and amount of coverage and the exceptions and conditions thereof shall be, in all respects, in form and substance reasonably satisfactory to the Buyer;
(h) Internal Revenue Service Form 8594 completed by the ...
THE SELLERS' OBLIGATIONS AT CLOSING. At the Closing, Seller will deliver to the Company the following:
(a) certificate(s) representing the Shares, accompanied by a stock power duly executed in blank and in the form attached hereto as EXHIBIT A;
(b) an executed cross-receipt evidencing receipt of the consideration contemplated hereby in the form attached hereto as EXHIBIT B; and
(c) such other documents and instruments as may be required to consummate the transactions contemplated hereby.
THE SELLERS' OBLIGATIONS AT CLOSING. At or prior to Closing, the Seller shall comply with the following obligations:
THE SELLERS' OBLIGATIONS AT CLOSING. At the Closing, in ----------------------------------- addition to fulfilling the conditions to closing appearing herein, the Sellers shall deliver to the Buyer:
(a) stock certificate(s) representing the Stock free of all liens, claims and encumbrances properly endorsed, or with stock powers executed in blank, and with any and all transfer, stamp or similar taxes upon the transfer of the shares to the Buyer paid in full by the Sellers ;
(b) all original minute books, stock books, stock transfer ledger, canceled stock certificates, corporate seals and financial records and statements of the Corporation.
THE SELLERS' OBLIGATIONS AT CLOSING. At the Closing, in addition to fulfilling the conditions to Closing appearing in Section 9 herein:
(i) the Seller shall deliver to the Buyer the build of materials and all schematics for the as set forth in Exhibit A — The Xxxx of Sale attached hereto.
THE SELLERS' OBLIGATIONS AT CLOSING. At the Closing, in addition to fulfilling the conditions to Closing appearing in Section 8 herein:
(a) the Sellers shall deliver to the Buyer the Company Shares representing all of the securities of the Company, free of all liens, claims and encumbrances properly endorsed, or with stock powers executed in blank, and with any and all transfer, stamp or similar taxes upon the transfer of the shares to the Buyer paid in full by Sellers.
(b) the Sellers shall transfer and deliver to the Buyer all original minute books, stock books, stock transfer ledger, canceled stock certificates, corporate seals and financial records and statements of the Company.
THE SELLERS' OBLIGATIONS AT CLOSING. At Closing, the Buyer shall have received from the Sellers the following:
9.2.1. An Assignment of the Licenses described in SCHEDULE A; a Special Warranty Deed for the Real Property described in SCHEDULE B conveying all of the Sellers' interest in such Real Property and an Assignment and Xxxx of Sale, or similar instruments transferring to Buyer all other Assets to be transferred hereunder, free and clear of all liens, encumbrances and restrictions of any kind whatsoever, except for Permitted Encumbrances.
9.2.2. The business records described in Section 1.7;
9.2.3. A duly executed opinion letter from Sellers' legal counsel dated as of the Closing Date, in form and substance satisfactory to Buyer and its counsel, to the effect that:
(a) Sellers are corporations duly organized and validly existing and in good standing in the State of Utah and they have all necessary corporate power to own the Station; and BIC is qualified to do business in the State of Arizona;
(b) This Agreement and all collateral documents have been duly and validly authorized, executed and delivered by Sellers, constitute the valid and binding obligations of Sellers, and are enforceable (assuming the Agreement is governed by the laws of the State of Utah) in accordance with their terms, except as limited by bankruptcy and insolvency laws and by other laws affecting the rights of creditors generally; provided, however, that no opinion is to be given as to the enforceability of the remedies provided in Section 6.4 of the Agreement;
(c) No suit, action, arbitration, legal or administrative proceeding, or any governmental investigation, is pending or, to the knowledge of counsel, threatened against Sellers, or any of their businesses or properties, which might materially adversely affect the Station or the sale of the Assets to Buyer; and
(d) Neither the execution nor delivery of this Agreement, nor the consummation of the transactions contemplated in this Agreement, will constitute a violation of Sellers' Articles of Incorporation or Bylaws, or to the best of such counsel's knowledge after due inquiry, a default under, or violation or breach of, any indenture, license, lease, mortgage, instrument, or other agreement to which Sellers is a party, or by which Sellers' properties may be bound.
9.2.4. Certificates of Sellers' Presidents or Secretaries verifying that Sellers' representations, warranties and covenants as provided herein remain materially true and correct up to and through the Clos...
THE SELLERS' OBLIGATIONS AT CLOSING. On the Closing Date, the Seller shall deliver or cause to be delivered to the Title Company the following (the "SELLER'S CLOSING DELIVERIES"):
(A) the Deed;
(B) All affidavits, undertakings and similar documents reasonably required by the Title Company to issue the Title Policy;
(C) Certified copy of the Trust Agreement creating the Seller, as amended;
(D) Consent of the trustee of the Seller authorizing the Seller to sell the Property to the Buyer;
(E) A non-foreign affidavit dated as of the Closing Date and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Internal Revenue Code so that the Buyer is exempt from withholding any portion of the Purchase Price thereunder ( the "FIRPTA AFFIDAVIT"); and
(F) Such other documents reasonably requested by the Title Company or the Buyer to consummate the transaction contemplated by this Agreement.
THE SELLERS' OBLIGATIONS AT CLOSING. At the Closing, in addition ----------------------------------- to fulfilling the conditions to closing appearing herein, the Seller shall deliver to the Buyer:
(a) stock certificate(s) representing the Stock properly endorsed, or with stock powers executed in blank, and with any and all transfer, stamp or similar taxes upon the transfer of the shares to the Buyer paid in full by the Seller and a certificate from each general and limited partner of Green Seed transferring such partner's interest in Green Seed to the Buyer, free and clear of all liens, claims and encumbrances except the pledge to secure the loans to the Companies by Xxxxxx;
(b) all original minute books, stock books, stock transfer ledger, canceled stock certificates, corporate seals and financial records and statements of the Companies; and
(c) all deeds containing covenants and warranties as set forth in Section 14(1).
THE SELLERS' OBLIGATIONS AT CLOSING. At the Closing, the --------------------------------------- Sellers will deliver to Buyer, or will cause Company to deliver to Buyer, the following:
(i) all original stock certificates evidencing the Stock;
(ii) an endorsement on each original Stock certificate or, at Buyer's election, separate stock powers duly executed in blank, together with such other instruments of conveyance as may be reasonably acceptable to Buyer and its counsel and sufficient to transfer full, marketable title to the Stock to Buyer, free and clear of any pledges, liens, restrictions (other than securities laws restrictions), charges, encumbrances, and rights or interests of any other party thereto;
(iii) a good standing certificate of Company, certifying that the Company is in good standing in the State of Florida as well as a true and complete copy of the Articles of Incorporation of the Company, as currently in effect, certified as of a recent date by the Secretary of State (or comparable governmental authority) of Florida, and a true and complete copy of the bylaws of the Company, as currently in effect, certified by its corporate secretary;
(iv) a duly executed Closing Certificate of the Company and the Seller (as defined in Paragraph ____ hereof), dated as of the Closing Date.
(v) an opinion of counsel in the form attached hereto as EXHIBIT "E".
(vi) such other documents and instruments as shall be required to consummate the transaction contemplated hereunder.
