Deliveries by Seller Clause Samples

Deliveries by Seller. At the Closing, Seller shall deliver, or cause to be delivered, the following: (a) to Buyer, an assignment substantially in the form attached as Exhibit B executed by Seller and such other documentation as is reasonably required to transfer the Securities to Buyer; (b) to Buyer, the certificate to be delivered pursuant to Section 7.2(e); (c) to Buyer, the certificate to be delivered pursuant to Section 7.2(g); (d) to Buyer, resignation letters of each Officer and Manager of the Company, duly executed by each such Officer and Manager, or other evidence reasonably satisfactory to Buyer that such Officer or Manager of the Company has been removed from such position; (e) to Buyer, signatory change cards for each of the accounts of the Company listed on Section 4.24 of the Company Disclosure Schedule duly executed by each authorized signatory for the applicable account; (f) to Buyer, a counterpart to the Escrow Agreement duly executed by Seller (with a copy also delivered to the Escrow Agent); (g) to Buyer, a transition services agreement substantially in the form attached as Exhibit D duly executed by Seller; (h) to Buyer, a certified copy of the resolutions of the appropriate governing body of Seller authorizing and approving the execution, delivery and performance of this Agreement and all other Transaction Documents to which Seller shall be a party; (i) to Buyer, a certificate of good standing or the equivalent of recent date for the Company from its jurisdiction of organization; (j) to Buyer, each of the Specified Seller Agreement Assignments; and (k) to ENLC, a counterpart to the Registration Rights Agreement, duly executed by Seller.

Deliveries by Seller. Prior to or on the Closing Date, Seller shall deliver to Buyer the following, in form and substance reasonably satisfactory to Buyer and its counsel:

Deliveries by Seller. At the Closing, Seller shall deliver, or cause to be delivered, to Purchaser: (a) assignments of the Shares executed by the Share Seller, in form and substance reasonably satisfactory to Purchaser or, for Shares in certificate form, certificates evidencing the Shares, duly endorsed in blank or with stock powers or a similar instrument of transfer duly executed in proper form for transfer and with any required stock transfer stamps affixed thereto; (b) duly executed counterparts to a transition services agreement, substantially in the form attached hereto as Exhibit B (the “Transition Services Agreement”); (c) duly executed counterparts to an intellectual property assignment agreement executed by IP Seller with respect to IP Seller IP, substantially in the form attached hereto as Exhibit C (the “Intellectual Property Assignment Agreement”); (d) the certificate required to be delivered by Seller pursuant to Section 10.1(d); (e) a duly executed and completed IRS Form W-9 of each of the Share Seller and IP Seller; (f) fully executed Section 338(h)(10) Forms; (g) resignation letters, in form and substance reasonably acceptable to Purchaser, of such members of the board of directors of each of the Acquired Companies and such officers of each of the Acquired Companies which have been requested in writing by Purchaser at least ten (10) Business Days prior to the Closing Date, such resignation letters to be effective concurrently with, and subject to the occurrence of, the Closing; (h) evidence, in form and substance reasonably satisfactory to Purchaser of the settlement or elimination of all intercompany accounts, and the termination of all Intercompany Agreements in accordance with Section 6.4(b), with no ongoing Liabilities on the part of Purchaser or any of its Affiliates, including the Acquired Companies; and (i) all forms required to be delivered by Seller pursuant to Section 8.1.

Deliveries by Seller. At the Closing, Seller shall deliver to Buyer such instruments of conveyance and other customary documentation as shall in form and substance be reasonably satisfactory to Buyer and its counsel in order to effect the Sale, including, without limitation, the following: (1) one or more bills of sale or other instruments (including assignments of FCC Authorizations, call letters, service marks, leases and other contracts) conveying the Station Assets; (2) any releases of Liens that are necessary in order to transfer the Station Assets in the manner contemplated by Section 1.4(a); (3) a certified copy of the resolutions or proceedings of Seller’s board of directors and stockholders (or similar Persons) authorizing Seller’s consummation of the Sale; (4) a certificate as to the existence and/or good standing of Seller issued by the Secretary of State of each state under the laws of which Seller is incorporated, organized, formed or authorized to do business, in each case dated on or after the fifth Business Day prior to the Closing Date, certifying as to the good standing and/or qualification of Seller in such jurisdiction; (5) a receipt for the Cash Purchase Price; (6) all Consents received by Seller through the Closing Date; (7) a certificate of Seller to the effect that, except as set forth in such certificate, each of the representations and warranties of Seller contained in this Agreement is true and accurate in all material respects (except to the extent changes are permitted or contemplated pursuant to this Agreement) as if made on and as of the Closing Date; and (8) such other documents as Buyer may reasonably request.

Deliveries by Seller. At or before the Closing, Seller shall deliver to Buyer the following (duly executed where appropriate):

Deliveries by Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer:

Deliveries by Seller. At the Closing, Seller shall deliver to Buyer (duly executed where appropriate): (a) resolutions of the Board of Directors of Seller and the Board of Directors and Shareholders of each of the Companies, which shall be in full force and effect as of the Effective Date, authorizing the execution and delivery of this Agreement and consummation of the transactions contemplated herein; (b) a ▇▇▇▇ of sale for the Acquisition Assets in form reasonably acceptable to Buyer and Seller executed by Seller and the Companies; (c) an Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”) for the assignment and assumption of the Contracts or, in lieu thereof, subcontracting agreements (the “Subcontracting Agreements”) in form reasonably acceptable to Buyer and Seller executed by Seller and the Companies; (d) Noncompetition Agreements executed by Seller and the Companies; (e) title documents for the Vehicles, Equipment and Machinery; (f) the Real Estate Leases executed by the applicable Landlord or Sublandlord, as the case may be; (g) such other documents as may be reasonably necessary to effect the closing of the transactions contemplated in this Agreement.

Deliveries by Seller. On the Closing Date, Seller shall deliver, or shall cause to be delivered, to Purchaser the following: (a) duly executed Bill of Sale; (b) duly executed Deeds conveying the real p▇▇▇▇rty interests constituting each of the Purchased Assets listed on Schedule 2.1 hereto; (c) evidence, reasonably satisfactory to Purchaser, of the obtaining of the Seller Required Consents, which consents will be in full force and effect on the Closing Date; and (d) all such other assignments and other instruments of assignment, transfer or conveyance, together with books and records related to the Purchased Assets, as Purchaser may reasonably request or as may be otherwise necessary or desirable to evidence and effect the sale, transfer, assignment, conveyance and delivery of the Purchased Assets to Purchaser and to put Purchaser in actual possession or control of the Purchased Assets.

Deliveries by Seller. Section 3.3