Buyer Documents. At Closing, Buyer shall deliver or cause to be delivered to Seller: (i) the Purchase Price in accordance with Section 1.5 hereof; (ii) good standing certificates issued by the Secretary of State of Buyer's jurisdiction of formation; (iii) certified copies of: certificates of formation and constituent agreements of Buyer; resolutions authorizing the execution, delivery and performance of this Agreement, including the consummation of the transactions contemplated hereby; and incumbency and specimen signatures of officers of Buyer executing the transaction documents certified by the secretary of Buyer; (iv) the certificate described in Section 6.1(c); (v) an assignment and assumption of contracts assuming the Station Contracts in the form attached as EXHIBIT A hereto; (vi) an assignment and assumption of leases assuming the Real Property Leases in the form attached as EXHIBIT A hereto; (vii) domain name transfers assuming the Station's domain names listed on SCHEDULE 1.1
Appears in 1 contract
Sources: Asset Purchase Agreement (Emmis Communications Corp)
Buyer Documents. At Closing, Buyer shall deliver or cause to be delivered to Seller:
(i) the Purchase Price in accordance with Section 1.5 hereof;
(ii) good standing certificates issued by the Secretary of State of Buyer's ’s jurisdiction of formation;
(iii) certified copies of: certificates of formation and constituent agreements of Buyer; resolutions authorizing the execution, delivery and performance of this Agreement, including the consummation of the transactions contemplated hereby; and incumbency and specimen signatures of officers of Buyer executing the transaction documents certified by the secretary of Buyer;
(iv) the certificate described in Section 6.1(c);
(v) an assignment and assumption of contracts assuming the Station Contracts in the form attached as EXHIBIT Exhibit A hereto;
(vi) an assignment and assumption of leases assuming the Real Property Leases in the form attached as EXHIBIT Exhibit A hereto;
(vii) domain name transfers assuming the Station's ’s domain names listed on SCHEDULE Schedule 1.1
Appears in 1 contract
Sources: Asset Purchase Agreement (Hearst Argyle Television Inc)
Buyer Documents. At Closing, Buyer shall deliver or cause to be delivered to Seller, duly executed by Buyer as necessary or appropriate:
(i) the Purchase Price in accordance with Section 1.5 hereof;
(ii) a good standing certificates certificate issued by the Secretary of State of Buyer's ’s jurisdiction of formation;
(iii) certified copies of: certificates of formation and constituent agreements resolutions duly adopted by the board of Buyer; resolutions directors or managers (or equivalent thereof) of Buyer authorizing the execution, delivery and performance of this Agreement, including the consummation of the transactions contemplated hereby; and incumbency and specimen signatures of officers of Buyer executing the transaction documents certified by the secretary of Buyer;
(iv) the certificate described in Section 6.1(c);
(v) an executed assignment and assumption of contracts assuming the Station Contracts in the form attached as EXHIBIT Exhibit A hereto;
(vi) an assignment and assumption of leases assuming the Real Property Leases in the form attached as EXHIBIT Exhibit A hereto;
(vii) domain name transfers assuming the Station's ’s domain names listed on SCHEDULE 1.1Schedule 1.1(e); and
(viii) such other documents and instruments of assumption that may be necessary to assume the Assumed Obligations in accordance with this Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement (Emmis Communications Corp)