Common use of Documents to be Delivered by Purchaser Clause in Contracts

Documents to be Delivered by Purchaser. Subject to the terms and conditions of this Agreement (including Article 8 hereof), at the Closing, Purchaser shall make the wire transfer of funds called for by Section 2.1(c) and shall execute where applicable and deliver to Seller Parent: (a) Executed Assignment and Assumption Agreement and such other undertakings and assumptions of Purchaser, in form reasonably satisfactory to Seller Parent, as shall be reasonably necessary for Purchaser to assume the Assumed Liabilities in accordance herewith; (b) A certificate, dated the Closing Date and duly executed by a senior executive officer of Purchaser, to the effect that the conditions set forth in Section 8.2(b) have been satisfied; (c) Secretaries’ certificates certifying to (i) resolutions adopted by Purchaser evidencing the authorizations described in Section 4.2; (ii) the constituent documents of Purchaser; and (iii) incumbency of the officers of Purchaser executing this Agreement and the Ancillary Agreements; (d) Separately executed and acknowledged assignments, in recordable form and reasonably acceptable to Seller Parent, sufficient to transfer the Excluded Intellectual Property of the Transferred Entities (collectively, the “Purchaser Intellectual Property Assignments”) and powers of attorney in forms reasonably acceptable to Seller Parent executed by Purchaser permitting Seller Parent to prosecute any pending applications for such Intellectual Property rights; provided, however, that with respect to any non-US intellectual property, in the event any required governmental certifications have not been obtained by the Closing, such certifications shall be delivered as promptly as practicable after receipt; (e) Executed Transition Services Agreement and FMP Support Agreement; (f) The Notarial Deed, in a form reasonably acceptable to Seller Parent, executed by the Purchaser; and (g) Required documentation of Purchaser to Seller Parent in connection with Transfer Taxes, including but not limited to completed resale certificates for each state in which Inventory transferred pursuant to this Agreement is located for purposes of the respective state’s sales and use taxes.

Documents to be Delivered by Purchaser. Subject to At the terms and conditions of this Agreement (including Article 8 hereof), at the Closingclosing, Purchaser shall make execute, where necessary or appropriate, and deliver to Seller, Licensee and/or Shareholder, as appropriate, each and all of the following: a. A wire transfer of immediately available funds called for by Section 2.1(cto Seller's, Licensee's and Shareholder's designated account(s) and shall execute where applicable and deliver to Seller Parent:the Post Closing Escrow Account in the total amount provided for in Section 2.3 hereof; (a) Executed Assignment and Assumption Agreement and such other undertakings and assumptions b. A certificate in the form of Exhibit L hereto signed by a duly authorized officer of Purchaser, in form reasonably satisfactory to Seller Parent, and dated as shall be reasonably necessary for Purchaser to assume of the Assumed Liabilities in accordance herewith; (b) A certificate, dated the Closing Date and duly executed by a senior executive officer of PurchaserClosing, to the effect that the conditions representations and warranties made by Purchaser in this Agreement are true and correct in all material respects at and as of the Closing with the same force and effect as though such representations and warranties had been made on or given at and as of the Closing and the Purchaser has performed and complied with all of its covenants, agreements and obligations under this Agreement which are to be performed and complied with by Purchaser at or prior to on the Closing; c. A copy certified by the Secretary of Purchaser of the duly adopted resolutions of the Board of Directors of Purchaser approving this Agreement and authorizing the execution and delivery of this Agreement, including the documents, instruments and agreements to be executed and/or delivered by the Purchaser pursuant hereto, and the consummation of the transactions contemplated hereby and thereby; d. The Assumption Agreement hereto duly executed by Purchaser; e. A duly executed written opinion letter by Moss & ▇arn▇▇▇, ▇ Professional Association, counsel for Purchaser, dated as of the Date of Closing, addressed to Seller, Licensee and Shareholder, reasonably satisfactory in form and substance to counsel for Seller, Licensee and Shareholder addressing the matters set forth in Section 8.2(b) have been satisfiedExhibit M hereto; (c) Secretaries’ certificates certifying to (i) resolutions adopted f. The Post Closing Escrow Agreement duly executed by Purchaser evidencing the authorizations described in Section 4.2; (ii) the constituent documents Purchaser; g. A duly executed written opinion of FCC counsel of Purchaser; , dated as of Closing, addressed to Seller, Licensee and (iii) incumbency of the officers of Purchaser executing this Agreement and the Ancillary Agreements; (d) Separately executed and acknowledged assignmentsShareholder, reasonably satisfactory in recordable form and reasonably acceptable substance to Seller Parentcounsel for Seller, sufficient to transfer Licensee and Shareholder addressing the Excluded Intellectual Property of the Transferred Entities (collectively, the “Purchaser Intellectual Property Assignments”) and powers of attorney matters set forth in forms reasonably acceptable to Seller Parent executed by Purchaser permitting Seller Parent to prosecute any pending applications for such Intellectual Property rights; provided, however, that with respect to any non-US intellectual property, in the event any required governmental certifications have not been obtained by the Closing, such certifications shall be delivered as promptly as practicable after receipt; (e) Executed Transition Services Agreement and FMP Support Agreement; (f) The Notarial Deed, in a form reasonably acceptable to Seller Parent, executed by the Purchaser; and (g) Required documentation of Purchaser to Seller Parent in connection with Transfer Taxes, including but not limited to completed resale certificates for each state in which Inventory transferred pursuant to this Agreement is located for purposes of the respective state’s sales and use taxesExhibit N hereto.

Documents to be Delivered by Purchaser. Subject to the terms and conditions of this Agreement (including Article 8 hereof), at At the Closing, Purchaser shall make the wire transfer of funds called for by Section 2.1(c) and shall execute execute, where applicable necessary or appropriate, and deliver to Seller Parent:and ICL, as appropriate, each and all of the following (for the purposes of this Section 12.3, the term "Purchaser" shall include any Subsidiary as appropriate and requested by Seller): (a) Executed Assignment A wire transfer of immediately available funds to Powertel's designated account(s) and Assumption Agreement and such other undertakings and assumptions of Purchaser, to the Post Closing Escrow Account in form reasonably satisfactory to Seller Parent, as shall be reasonably necessary the total amount provided for Purchaser to assume the Assumed Liabilities in accordance herewithSection 2.3(a) hereof; (b) A certificate, dated certificate in the Closing Date and duly executed form of Exhibit 12.3(b) hereto signed by a senior executive duly authorized officer of Purchaser, and dated as of the Date of Closing, to the effect that the conditions set forth representations and warranties made by Purchaser in Section 8.2(b) have this Agreement are true and correct in all material respects at and as of the Closing with the same force and effect as though such representations and warranties had been satisfiedmade on or given at and as of the Closing and the Purchaser has performed and complied with all of its covenants, agreements and obligations under this Agreement which are to be performed and complied with by Purchaser at or prior to on the Closing; (c) Secretaries’ certificates certifying to (i) resolutions adopted A copy certified by the Secretary of Purchaser evidencing the authorizations described in Section 4.2; (ii) the constituent documents of Purchaser; and (iii) incumbency of the officers duly adopted resolutions of the Board of Directors of Purchaser executing approving this Agreement and authorizing the Ancillary Agreementsexecution and delivery of this Agreement, including the documents, instruments and agreements to be executed and/or delivered by Purchaser pursuant hereto, and the consummation of the transactions contemplated hereby and thereby; (d) Separately executed and acknowledged assignments, in recordable form and reasonably acceptable to Seller Parent, sufficient to transfer the Excluded Intellectual Property of the Transferred Entities (collectively, the “Purchaser Intellectual Property Assignments”) and powers of attorney in forms reasonably acceptable to Seller Parent The Assumption Agreement hereto duly executed by Purchaser permitting Seller Parent to prosecute any pending applications for such Intellectual Property rights; provided, however, that with respect to any non-US intellectual property, in the event any required governmental certifications have not been obtained by the Closing, such certifications shall be delivered as promptly as practicable after receiptPurchaser; (e) Executed Transition Services Agreement A duly executed written opinion letter by Long Aldr▇▇▇▇ & Norm▇▇ ▇▇▇, counsel for Purchaser, dated as of the Date of Closing, addressed to Seller and FMP Support AgreementICL, reasonably satisfactory in form and substance to counsel for Seller, addressing the matters set forth in Exhibit 12.3(e) hereto; (f) The Notarial DeedPost Closing Escrow Agreement duly executed by Purchaser; (g) A duly executed written opinion of FCC counsel of Purchaser, in a form reasonably acceptable dated as of Closing, addressed to Seller Parentand ICL, reasonably satisfactory in form and substance to counsel for Seller and ICL addressing the matters set forth in Exhibit 12.3(g) hereto; (h) The Shared Facilities and Transition Services Agreement duly executed by the Purchaser; and (gi) Required documentation of Purchaser to Seller Parent in connection with Transfer Taxes, including but not limited to completed resale certificates for each state in which Inventory transferred pursuant to this Agreement is located for purposes of the respective state’s sales and use taxesThe Tower Space Leases duly executed by Purchaser.

Documents to be Delivered by Purchaser. Subject to At the terms and conditions of this Agreement (including Article 8 hereof), at the Closingclosing, Purchaser shall make execute, where necessary or appropriate, and deliver to Seller, Licensee and/or Shareholder, as appropriate, each and all of the following: a. A wire transfer of immediately available funds called for by Section 2.1(cto Seller's, Licensee's and Shareholder's designated account(s) and shall execute where applicable and deliver to Seller Parent:the Post Closing Escrow Account in the total amount provided for in Section 2.3 hereof; (a) Executed Assignment and Assumption Agreement and such other undertakings and assumptions b. A certificate in the form of EXHIBIT L hereto signed by a duly authorized officer of Purchaser, in form reasonably satisfactory to Seller Parent, and dated as shall be reasonably necessary for Purchaser to assume of the Assumed Liabilities in accordance herewith; (b) A certificate, dated the Closing Date and duly executed by a senior executive officer of PurchaserClosing, to the effect that the conditions representations and warranties made by Purchaser in this Agreement are true and correct in all material respects at and as of the Closing with the same force and effect as though such representations and warranties had been made on or given at and as of the Closing and the Purchaser has performed and complied with all of its covenants, agreements and obligations under this Agreement which are to be performed and complied with by Purchaser at or prior to on the Closing; c. A copy certified by the Secretary of Purchaser of the duly adopted resolutions of the Board of Directors of Purchaser approving this Agreement and authorizing the execution and delivery of this Agreement, including the documents, instruments and agreements to be executed and/or delivered by the Purchaser pursuant hereto, and the consummation of the transactions contemplated hereby and thereby; d. The Assumption Agreement hereto duly executed by Purchaser; e. A duly executed written opinion letter by ▇▇▇▇ & ▇▇▇▇▇▇▇, a Professional Association, counsel for Purchaser, dated as of the Date of Closing, addressed to Seller, Licensee and Shareholder, reasonably satisfactory in form and substance to counsel for Seller, Licensee and Shareholder addressing the matters set forth in Section 8.2(b) have been satisfiedEXHIBIT M hereto; (c) Secretaries’ certificates certifying to (i) resolutions adopted f. The Post Closing Escrow Agreement duly executed by Purchaser evidencing the authorizations described in Section 4.2; (ii) the constituent documents Purchaser; g. A duly executed written opinion of FCC counsel of Purchaser; , dated as of Closing, addressed to Seller, Licensee and (iii) incumbency of the officers of Purchaser executing this Agreement and the Ancillary Agreements; (d) Separately executed and acknowledged assignmentsShareholder, reasonably satisfactory in recordable form and reasonably acceptable substance to Seller Parentcounsel for Seller, sufficient to transfer Licensee and Shareholder addressing the Excluded Intellectual Property of the Transferred Entities (collectively, the “Purchaser Intellectual Property Assignments”) and powers of attorney matters set forth in forms reasonably acceptable to Seller Parent executed by Purchaser permitting Seller Parent to prosecute any pending applications for such Intellectual Property rights; provided, however, that with respect to any non-US intellectual property, in the event any required governmental certifications have not been obtained by the Closing, such certifications shall be delivered as promptly as practicable after receipt; (e) Executed Transition Services Agreement and FMP Support Agreement; (f) The Notarial Deed, in a form reasonably acceptable to Seller Parent, executed by the Purchaser; and (g) Required documentation of Purchaser to Seller Parent in connection with Transfer Taxes, including but not limited to completed resale certificates for each state in which Inventory transferred pursuant to this Agreement is located for purposes of the respective state’s sales and use taxesEXHIBIT N hereto.

Documents to be Delivered by Purchaser. Subject to the terms and conditions of this Agreement (including Article 8 hereof), at At the Closing, Purchaser shall make the wire transfer of funds called for by Section 2.1(c) and shall execute execute, where applicable necessary or appropriate, and deliver to Seller ParentShareholders each and all of the following: (a) Executed Assignment Payment of the Purchase Price by the method and Assumption Agreement and such other undertakings and assumptions of Purchaser, in form reasonably satisfactory to Seller Parent, as shall be reasonably necessary for Purchaser to assume the Assumed Liabilities determined in accordance herewithwith Section 2.3 hereof; (b) A certificate, dated certificate in the Closing Date and duly executed form of Exhibit H hereto signed by a senior executive duly authorized officer of Purchaser, and dated as of the Date of Closing, to the effect that the conditions set forth representations and warranties made by Purchaser in Section 8.2(b) have been satisfiedthis Agreement and in any document, instrument and/or agreement to be executed and/or delivered by Purchaser pursuant to this Agreement are true and correct in all material respects at and as of the Closing and the Purchaser has performed and complied with all of its covenants, agreements and obligations under this Agreement which are to be performed and complied with by Purchaser on or prior to the Closing; (c) Secretaries’ certificates certifying to (i) resolutions adopted A copy certified by the Secretary of Purchaser evidencing the authorizations described in Section 4.2; (ii) the constituent documents of Purchaser; and (iii) incumbency of the officers duly adopted resolutions of the Board of Directors of Purchaser executing approving this Agreement and authorizing the Ancillary Agreementsexecution and delivery of this Agreement, including the documents, instruments and agreements to be executed and/or delivered by the Purchaser pursuant hereto, and the consummation of the transactions contemplated hereby and thereby; (d) Separately A duly executed and acknowledged assignmentswritten opinion letter by ▇▇▇▇ & ▇▇▇▇▇▇▇, in recordable form and reasonably acceptable to Seller Parenta Professional Association, sufficient to transfer the Excluded Intellectual Property counsel for Purchaser, dated as of the Transferred Entities (collectively, the “Purchaser Intellectual Property Assignments”) and powers Date of attorney in forms reasonably acceptable to Seller Parent executed by Purchaser permitting Seller Parent to prosecute any pending applications for such Intellectual Property rights; provided, however, that with respect to any non-US intellectual property, in the event any required governmental certifications have not been obtained by the Closing, such certifications shall be delivered addressed to the Shareholders, as promptly as practicable after receiptcontemplated by Section 8.4 of this Agreement; (e) Executed Transition Services Agreement The Release duly executed by the Purchaser and FMP Support Agreement;the Company; and (f) The Notarial Deed, in a form Such other documents and items as are reasonably acceptable necessary or appropriate to Seller Parent, executed by effect the Purchaser; and (g) Required documentation of Purchaser to Seller Parent in connection with Transfer Taxes, including but not limited to completed resale certificates for each state in which Inventory transferred pursuant to this Agreement is located for purposes consummation of the respective state’s sales and use taxestransactions contemplated hereby or which may be customary under local law.