Deliveries on the Closing Date. On the Closing Date: (i) TransWestern shall deliver to Seller the Cash Price, by wire transfer of immediately available funds to an account designated by Seller, and the Seller Note. (ii) TransWestern shall deliver to Seller (A) the various certificates, instruments and documents referred to in Section 5.1(b) and (B) such other instruments of assumption as Seller may reasonably request in form reasonably satisfactory to Seller and consistent with the provisions of this Agreement. (iii) Seller shall deliver to TransWestern a ▇▇▇▇ of sale in the form attached hereto as Exhibit B. (iv) Seller shall deliver to TransWestern (A) the various certificates, instruments and documents referred to in Section 5.1(a) and (B) all other documents, instruments of sale, transfer, conveyance and assignment as TransWestern may reasonably request with respect to the Purchased Assets in form and substance reasonably satisfactory to TransWestern and consistent with the provisions of this Agreement. (v) Seller shall deliver to TransWestern evidence that all Security Interests (other than Permitted Security Interests) in any of the Purchased Assets have been released and all of Seller's outstanding Indebtedness has been satisfied and paid in full.
Appears in 1 contract
Sources: Asset Purchase Agreement (Transwestern Publishing Co LLC)
Deliveries on the Closing Date. On the Closing Date:
(i) TransWestern shall deliver to Seller the Cash Base Purchase Price, by wire transfer of immediately available funds to an account designated by Seller, and .
(ii) TransWestern shall deliver to Seller the Seller Note.
(iiiii) TransWestern shall deliver to Seller (A) the various certificates, instruments and documents referred to in Section 5.1(b) and (B) such other instruments of assumption as Seller may reasonably request in form reasonably satisfactory to Seller and consistent with the provisions of this Agreement.
(iiiiv) Seller shall deliver to TransWestern a ▇▇bill ▇▇ of sale in the form attached hereto as Exhibit B.C.
(ivv) Seller shall deliver to TransWestern (A) the various certificates, instruments and documents referred to in Section 5.1(a) and (B) all other documents, instruments of sale, transfer, conveyance and assignment as TransWestern may reasonably request with respect to the Purchased Assets in form and substance reasonably satisfactory to TransWestern and consistent with the provisions of this Agreement.
(vvi) Seller shall deliver to TransWestern evidence that all Security Interests (security interests and other than Permitted Security Interests) liens or encumbrances in any of the Purchased Assets have been released and all of Seller's outstanding Indebtedness has been satisfied and paid in fullreleased.
Appears in 1 contract
Sources: Asset Purchase Agreement (Transwestern Publishing Co LLC)