Common use of THE SELLERS' OBLIGATIONS AT CLOSING Clause in Contracts

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 Sellers in connection with the acquisition of the Acquired Assets by the Buyer; (i) A check or checks, or other evidence of payment acceptable to Buyer, with respect to the expenses payable by Sellers, if any, on the Closing Date in accordance with the Agreement; (j) Such other documents and instruments as might reasonably be requested by Buyer to consummate the transaction contemplated hereunder consistent with the intent expressed herein; and (k) Escrow instructions releasing the Damages Escrow Funds to Buyer. (l) The Non-Competition Agreement executed by Xxxx.

THE SELLERS' OBLIGATIONS AT CLOSING. At the Closing, the Sellers Seller shall deliver to Buyer do the following: (ai) An Assignment Execute, acknowledge, and deliver to the Buyer a general warranty deed (the "Deed") conveying Acceptable Title of the Licenses described in Schedule A, Warranty Deeds as Property to the Owned Real Property and described on Schedule B and an Assignment and Xxxx of SaleBuyer subject only to the Permitted Exceptions, or similar instruments, including third party consents to which Deed shall be in form for recording with 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 required documentary stamps in the Leases proper amount affixed thereto or provided for, and Agreementswith the legal description of the Property contained in such Deed being identical to the legal description of the Property as contained in the Survey and the Title Commitment; (bii) The business records described in Section 1.7; (c) An opinion of the Sellers' counselExecute, 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-Lawsacknowledge, and Board of Directors approvals (all of which shall be attached thereto); (f) UCC reports dated not more than thirty (30) days prior deliver to the Closing Date Buyer bills of sale, assignments and such other instruments of conveyance required to convey the appropriate filing officers in the jurisdictions specified in Schedule J evidencing no judgmentsContracts, 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 existsPermits, 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, Other Documents in all respects, in form and substance forms reasonably satisfactory to the Buyer; (h) Internal Revenue Service Form 8594 completed by the Sellers in connection with the acquisition of the Acquired Assets by the Buyer; (i) A check or checks, or other evidence of payment acceptable to Buyer, with respect vesting in Buyer good and fee simple title to the expenses payable by Sellers, if any, on the Closing Date in accordance with the Agreementsuch property described therein free of any claims; (jiii) Such other Deliver to Buyer and the Title Company evidence satisfactory to them of the Seller's existence, organization, and authority to execute and deliver the documents and instruments as might reasonably be requested by Buyer necessary or advisable to consummate the transaction contemplated hereunder consistent herein, and that the person(s) executing same on behalf of the Seller has the full right, power, and authority to do so; (iv) Execute, acknowledge, and deliver to the Buyer and the Title Company the affidavit of no liens satisfactory to the Buyer and the Title Company so as to cause the Title Company to remove the materialmen and mechanic's lien and persons-in- possession standard exceptions from the title commitment; (v) Execute, acknowledge, and deliver to the Buyer such affidavit or certificate in compliance with FIRPTA affirming that the intent expressed hereinSeller is not a "foreign person," as defined in the Internal Revenue Code of 1986, as amended; (vi) Execute, acknowledge, and/or deliver any corrective instruments that may be required in connection with perfecting title of such Property, and such other documents as the Buyer or Title Company may reasonably require to be executed and/or delivered to complete the transaction contemplated hereunder; (vii) Put the Buyer into actual and full possession of the Property; (viii) Deliver all originals and copies of all documents, instruments, agreements and contracts relating to the Property, and all permits, licenses, and plans and specifications for the Property to the extent in Seller’s possession, custody or control; (ix) Deliver and assign to the Buyer all licenses, permits, authorizations and approvals relating to the Property and required by law and issued by governmental authorities having jurisdiction, if transferable; (x) A closing statement reflecting the purchase price and all prorations and expenses; and (kxi) Execute and deliver such other documents reasonably required by Xxxxx, Escrow instructions releasing the Damages Escrow Funds Agent, Title Company, or Xxxxx’s attorney in a form reasonably satisfactory to BuyerBuyer and Xxxxx’s attorney. (l) The Non-Competition Agreement executed by Xxxx.

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 Agreementsother than Permitted Encumbrances; (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 of the appropriate filing officers and federal and state litigation searches dated not more than thirty (30) days prior to the Closing Date of the appropriate filing officers in the jurisdictions specified in Schedule J Minnesota, Michigan and Xxxxx County evidencing no judgments, financing statements, or liens liens, other than Permitted Encumbrances, 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 Sellers in connection with the acquisition of the Acquired Assets by the Buyer; (i) A check or checks, or other evidence of payment acceptable to Buyer, with respect to the expenses payable by Sellers, if any, on the Closing Date in accordance with the Agreement; (j) Such other documents and instruments as might reasonably be requested by Buyer to consummate the transaction contemplated hereunder consistent with the intent expressed herein; and (k) Escrow instructions releasing the Damages Escrow Funds to Buyer. (l) The Non-Competition Agreement executed by Xxxx.;

THE SELLERS' OBLIGATIONS AT CLOSING. At the Closing, the Sellers Seller shall deliver to Buyer do the following: (ai) An Assignment Execute, acknowledge, and deliver to the Buyer a general warranty deed (the "Deed") conveying Acceptable Title of the Licenses described in Schedule A, Warranty Deeds as Property to the Owned Real Property and described on Schedule B and an Assignment and Xxxx of SaleBuyer subject only to the Permitted Exceptions, or similar instruments, including third party consents to which Deed shall be in form for recording with 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 required documentary stamps in the Leases proper amount affixed thereto or provided for, and Agreementswith the legal description of the Property contained in such Deed being identical to the legal description of the Property as contained in the Survey and the Title Commitment; (bii) The business records described in Section 1.7; (c) An opinion of the Sellers' counselExecute, 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-Lawsacknowledge, and Board of Directors approvals (all of which shall be attached thereto); (f) UCC reports dated not more than thirty (30) days prior deliver to the Closing Date Buyer bills of sale, assignments and such other instruments of conveyance required to convey the appropriate filing officers in the jurisdictions specified in Schedule J evidencing no judgmentsContracts, 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 existsPermits, 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, Other Documents in all respects, in form and substance forms reasonably satisfactory to the Buyer; (h) Internal Revenue Service Form 8594 completed by the Sellers in connection with the acquisition of the Acquired Assets by the Buyer; (i) A check or checks, or other evidence of payment acceptable to Buyer, with respect vesting in Buyer good and fee simple title to the expenses payable by Sellers, if any, on the Closing Date in accordance with the Agreementsuch property described therein free of any claims; (jiii) Such other Deliver to Buyer and the Title Company evidence satisfactory to them of the Seller's existence, organization, and authority to execute and deliver the documents and instruments as might reasonably be requested by Buyer necessary or advisable to consummate the transaction contemplated hereunder consistent herein, and that the person(s) executing same on behalf of the Seller has the full right, power, and authority to do so; (iv) Execute, acknowledge, and deliver to the Buyer and the Title Company the affidavit of no liens satisfactory to the Buyer and the Title Company so as to cause the Title Company to remove the materialmen and mechanic's lien and persons-in- possession standard exceptions from the title commitment; (v) Execute, acknowledge, and deliver to the Buyer such affidavit or certificate in compliance with FIRPTA affirming that the intent expressed hereinSeller is not a "foreign person," as defined in the Internal Revenue Code of 1986, as amended; (vi) Execute, acknowledge, and/or deliver any corrective instruments that may be required in connection with perfecting title of such Property, and such other documents as the Buyer or Title Company may reasonably require to be executed and/or delivered to complete the transaction contemplated hereunder; (vii) Put the Buyer into actual and full possession of the Property; (viii) Deliver all originals and copies of all documents, instruments, agreements and contracts relating to the Property, and all permits, licenses, and plans and specifications for the Property to the extent in Seller’s possession, custody or control; (ix) Deliver and assign to the Buyer all licenses, permits, authorizations and approvals relating to the Property and required by law and issued by governmental authorities having jurisdiction, if transferable; (x) A closing statement reflecting the purchase price and all prorations and expenses; and (kxi) Execute and deliver such other documents reasonably required by Xxxxx, Xxxxx’s lender, Escrow instructions releasing the Damages Escrow Funds Agent, Title Company, or Xxxxx’s attorney in a form reasonably satisfactory to BuyerBuyer and Xxxxx’s attorney. (l) The Non-Competition Agreement executed by Xxxx.

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) The Non-Competition Agreement executed by Xxxx; (d) An opinion of the Sellers' counsel, addressed to Buyer, confirming the correctness of the Sellers' representations made in Sections 3.1 and 3.2; (de) 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; (ef) 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 Sellers in connection with the acquisition of the Acquired Assets by the Buyer; (i) A check or checks, or other evidence of payment acceptable to Buyer, with respect to the expenses payable by Sellers, if any, on the Closing Date in accordance with the Agreement; (j) Such other documents and instruments as might reasonably be requested by Buyer to consummate the transaction contemplated hereunder consistent with the intent expressed herein; and (kh) Escrow instructions releasing the Damages Escrow Escrowed Funds to Buyer. (l) The Non-Competition Agreement executed by Xxxx.

THE SELLERS' OBLIGATIONS AT CLOSING. At the Closing, the Sellers shall deliver deliver, or cause to be delivered, to Buyer the following: (a) An Assignment 3.2.1 such bills of the Licenses described sale, endorsements, assignments, and other good and sufficient instruments of conveyance, transfer and assignment as shall be necessary to vest in Schedule ABuyer, Warranty Deeds as or any nominee of Buyer, good title in and 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 hereunderAssets, free and clear of any and all liensLiens (as defined below), encumbrances and restrictions including, without limitation, (a) a duly executed Bill of any kind whatsoeverSale in substantially the form of EXHIBIT C to this Agrexxxxt (the "BILL OF SALE"), except as expressly provided for in this Agreement or in the Leases and Agreements; (b) The business records described duly executed trademark assignments in Section 1.7; form xxxxptable to the Buyer (collectively, the "TRADEMARK ASSIGNMENTS"), and (c) An opinion duly executed patent assignments in a form acceptable to Buyer (the "PATENT ASSIGNMENT"); and (a) a duly executed Subordination Agreement in substantially the form of EXHIBIT D to this Agreement (the Sellers' counsel"SUBORDINATION AGREEMENT"), addressed (b) a stock certificate or certificates representing the Preferred Shares being cancelled by Buyer at the Closing, accompanied by duly executed instruments of transfer or assignment in blank, sufficient to Buyertransfer to Buyer all of Grupo's right, confirming title and interest in and to the correctness Shares, as contemplated by SECTION 6.4 of this Agreement; (c) a duly executed Stockholders Agreement among Buyer and the Sellers' representations made Sellers in Sections 3.1 and 3.2; substantially the form of EXHIBIT E to this Agreement (the "STOCKHOLDERS AGREEMENT"); (d) A certificate a duly executed (on behalf of CBC's CEO verifying that all parties other than Buyer) Mutual Release between Buyer, Etic Art S.A. de C.V. and Cierres Ideal de Mexico, S.A. de C.V. in substantially the Sellers' representationsform of EXHIBIT F to this Agreement (the "AFFILIATE RELEASE"), 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, a duly executed Escrow Agreement; 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 Sellers in connection with the acquisition of the Acquired Assets by the Buyer; (i) A check or checks, or other evidence of payment acceptable to Buyer, with respect to the expenses payable by Sellers, if any, on the Closing Date in accordance with the Agreement; (j) Such other documents and instruments as might Buyer may reasonably be requested by Buyer request to consummate evidence the transaction contemplated hereunder consistent with the intent expressed herein; and (k) Escrow instructions releasing the Damages Escrow Funds to Buyersatisfaction of all conditions precedent set forth in SECTION 8.1 of this Agreement. (l) The Non-Competition Agreement executed by Xxxx.

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 AgreementsContracts requiring such consent for assignment, 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 AgreementsPermitted Encumbrances; (b) An Assignment of the CRNY Stock together with the CRNY Stock certificates and resignations of the officers and directors of CRNY; (c) The business records described in Section 1.7; (cd) An opinion of the Sellers' counsel, addressed to Buyer, confirming Buyer in substantially the correctness of the Sellers' representations made in Sections 3.1 and 3.2form attached hereto as Exhibit E; (de) A certificate Certificates of CBC's the CEO of each of Sellers and CRNY verifying that the Sellers' and CRNY's representations, warranties and covenants as provided herein remain materially true and correct up to and through the Closing Date; (ef) Certificates of Sellers' Secretary certifying as to Sellers' ', CRNY's and WJDM Co.'s Articles of Incorporation, By-Laws, and Board of Directors and shareholder approvals (all of which shall be attached thereto); (fg) The Non-Competition Agreement executed by the President of CBC; (h) The Indemnity Escrow Agreement; (i) UCC reports dated not more than thirty fifteen (3015) days prior to the Closing Date of the appropriate filing officers in the all jurisdictions specified in Schedule J which Station Assets are located evidencing no judgments, financing statements, or liens are on file with respect to the Acquired Assets and the CRNY Assets, andor, if such report evidences that judgments, financing statements, or liens are on file with respect to any of the Acquired Station 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, other than Permitted Encumbrances; (gj) Good and valid ALTA title insurance commitments dated as of the Closing Date insuring the Sellers' Buyer's 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, Property 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; (hk) Internal Revenue Service Form 8594 completed by the Sellers in connection with the acquisition of the Acquired Assets by the Buyer; (i) A check or checks, or other evidence of payment acceptable to Buyer, with respect to the expenses payable by Sellers, if any, on the Closing Date in accordance with the Agreement; (j) Such other documents and instruments as might reasonably be requested by Buyer to consummate the transaction contemplated hereunder consistent with the intent expressed herein; and (k) Escrow instructions releasing the Damages Escrow Funds to Buyer. (l) The Non-Competition Agreement executed by Xxxx.