Common use of Performance at Closing Clause in Contracts

Performance at Closing. a) On the Closing Date, Seller shall deliver to Buyer all documents and instruments in form and in substance reasonably acceptable to Buyer's legal counsel, the following ("Seller's Closing Documents"): (i) a ▇▇▇▇ of sale to all personalty of the Business, (ii) assignment of Seller's rights, title and interest in plans and specifications, warranties and guarantees of the Business (where Seller is beneficiary) pursuant to the Assignment and Assumption Agreement; (iii) an exclusive, right and license to all marketing and the trade name "Trafalgar House Residential" for the activities of housebuilding for a period of five years from Closing in all States where the Seller has housebuilding operations as of the Closing Date; (iv) an assignment of all assignable Permits, Contracts, Leases and Partnerships pursuant to the Assignment and Assumption Agreement; (v) an assignment of all Required Contracts, Required Leases and Required Permits on the Closing Date, subject to clause 7. (f), together with copies of the Required Approvals pursuant to the Assignment and Assumption Agreement; (vi) a list of all Performance Guarantees to be replaced by Buyer at Closing pursuant to the provisions of this Agreement; and (vii) warranty deeds in favor of the Buyer for all of the Land; (viii) a Section 1445 Affidavit as to the non-foreign status of the Seller together with similar withholding tax affidavits consistent with local custom; (ix) documents necessary for the issuance of the title policies consistent with the Commitments; (x) The Closing Statement referred to in clause 3(e) (xi) an executed Take down Agreement with the South Riding Business ("Take Down Agreement") in the terms set out in clause 14; and (xii) the Closing Disclosure Schedule; and (xiii) an assignment of the Assumed Obligations to Buyer pursuant to the Assignment and Assumption Agreement; and

Performance at Closing. The following documents shall be executed and delivered at Closing: (a) On the Closing Date, BY SELLER --------- Seller shall deliver to Buyer: (1) A certificate executed by Seller's President attesting to (i) Seller's compliance with the matters set forth in Paragraphs 8.2(a) and 8.2(b), and (ii) the total amount of advertising time owed in respect of the Trade Agreements and the Negative Trade Balance, if any. (2) One or more assignments transferring to Buyer all documents of the interests of Seller in and instruments to the Stations Licenses, and all other licenses, permits, and authorizations issued by any federal, state, or local regulatory agencies that are used in or necessary for the lawful operation of the Stations. (3) One or more bills of sale conveying to Buyer all of the Station's Equipment in a form usual and customary in substance reasonably acceptable the jurisdictions where the Stations' Equipment is located. (4) One or more assignments assigning to Buyer all of Seller's rights under the Assumed Obligations. (5) One or more assignments conveying to Buyer the Promotional Rights, the Intangible Property, and the Business Records. (6) The Covenant not to Compete of Seller and Seller's president, John Power, that they will not actively operate, manage or work for any radio station which has a sales office in or is licensed in Butte County, California. (b) BY BUYER -------- Buyer shall deliver to Seller: (1) A certificate executed by Buyer's President attesting to Buyer's legal counselcompliance with the matters set forth in Paragraphs 8.3 (a) and 8.3 (b). (2) Such assumption agreements and other instruments and documents as are required to make, the following ("confirm and evidence Buyer's assumption of an obligation to pay, perform and discharge Seller's obligations arising after the Closing Documents"): (i) a ▇▇▇▇ of sale to all personalty of Date under the Business, (ii) assignment of Seller's rightsAssumed Obligations. The parties will also execute such other documents and perform such other acts, title before and interest in plans and specificationsafter Closing, warranties and guarantees of the Business (where Seller is beneficiary) pursuant to the Assignment and Assumption Agreement; (iii) an exclusive, right and license to all marketing and the trade name "Trafalgar House Residential" as may be necessary for the activities of housebuilding for a period of five years from Closing in all States where the Seller has housebuilding operations as of the Closing Date; (iv) an assignment of all assignable Permits, Contracts, Leases complete implementation and Partnerships pursuant to the Assignment and Assumption Agreement; (v) an assignment of all Required Contracts, Required Leases and Required Permits on the Closing Date, subject to clause 7. (f), together with copies of the Required Approvals pursuant to the Assignment and Assumption Agreement; (vi) a list of all Performance Guarantees to be replaced by Buyer at Closing pursuant to the provisions consummation of this Agreement; and (vii) warranty deeds in favor of the Buyer for all of the Land; (viii) a Section 1445 Affidavit as to the non-foreign status of the Seller together with similar withholding tax affidavits consistent with local custom; (ix) documents necessary for the issuance of the title policies consistent with the Commitments; (x) The Closing Statement referred to in clause 3(e) (xi) an executed Take down Agreement with the South Riding Business ("Take Down Agreement") in the terms set out in clause 14; and (xii) the Closing Disclosure Schedule; and (xiii) an assignment of the Assumed Obligations to Buyer pursuant to the Assignment and Assumption Agreement; and.

Performance at Closing. The following documents shall be ---------------------- executed and delivered at Closing: 10.2.1 Seller shall deliver to Buyer: ----------------------------- (a) On A certificate executed by the Seller attesting to the Seller's compliance with the matters set forth in Sections 9.2.1, 9.2.2 and 9.2.3 together with (i) certified copies of the Certificates of Incorporation of the Seller and (ii) appropriate evidence of the Seller's authorization to enter into and consummate this Agreement. (b) One or more assignments transferring to Buyer all of the interests of Seller in and to the Station Licenses, the Station Applications, and all other licenses, permits, and authorizations issued by any other governmental authorities that are used in or necessary for the lawful operation of the Stations. (c) One or more bills of sale conveying to Buyer the Station Equipment. (d) One or more assignments, together with all Required Consents assigning to Buyer all of the Contracts, the Station Records and the Intangible Property. (e) One or more assignments, general warranty deeds or other appropriate instruments conveying to Buyer all rights of Seller in the Real Property and all consents to such assignments necessary for the legally enforceable assignment of such interests. (f) The Covenant. (g) An opinion of Seller's corporate and FCC Counsel, dated the Closing Date, Seller shall deliver to Buyer all documents and instruments in form and in substance reasonably acceptable satisfactory to Buyer's legal counsel, and to be for the following benefit of and to be relied upon by Buyer and the Senior Lenders. ("Seller's Closing Documents"):h) The affidavit described in Section 5.16. (i) a ▇▇▇▇ of sale to all personalty The Estoppel Certificates obtained in accordance with Seller's covenant in Section 8.16 hereof. (j) UCC-3 termination statements executed by each of the Business,Owners' creditors, along with such other documents and instruments as may be necessary in order to evidence the termination, discharge and release of all Liens that such creditors maintain on the Assets. 10.2.2 Buyer shall deliver to Seller: ----------------------------- (a) A certificate executed by Buyer attesting to Buyer's compliance with the matters set forth in Sections 9.3.1 and 9.3.2, together with (i) certified copies of the Certificate of Incorporation of Buyer and (ii) assignment appropriate evidence of Buyer's authorization to enter into and consummate this Agreement. (b) The Purchase Price as adjusted in accordance with Articles III, IV and Section 8.5 hereof. (c) Such assumption agreements and other instruments and documents as are required to make, confirm, and evidence Buyer's assumption of and obligation to pay, perform, or discharge Seller's rights, title obligations under the Contracts and interest in plans and specifications, warranties and guarantees of the Business (where Seller is beneficiary) pursuant Station Licenses to the Assignment and Assumption Agreement; (iii) an exclusive, right and license to all marketing and extent the trade name "Trafalgar House Residential" for the activities of housebuilding for a period of five years from Closing in all States where the Seller has housebuilding operations as of the Closing Date; (iv) an assignment of all assignable Permits, Contracts, Leases and Partnerships pursuant to the Assignment and Assumption Agreement; (v) an assignment of all Required Contracts, Required Leases and Required Permits on the Closing Date, subject to clause 7. (f), together with copies of the Required Approvals pursuant to the Assignment and Assumption Agreement; (vi) a list of all Performance Guarantees same are to be replaced assumed by Buyer at Closing pursuant to the provisions of this Agreement; and (vii) warranty deeds in favor of the Buyer for all of the Land; (viii) a Section 1445 Affidavit as to the non-foreign status of the Seller together with similar withholding tax affidavits consistent with local custom; (ix) documents necessary for the issuance of the title policies consistent with the Commitments; (x) The Closing Statement referred to in clause 3(e) (xi) an executed Take down Agreement with the South Riding Business ("Take Down Agreement") in the terms set out in clause 14; and (xii) the Closing Disclosure Schedule; and (xiii) an assignment of the Assumed Obligations to Buyer pursuant to the Assignment and Assumption terms of this Agreement; and.