Agreement to Exchange and Transfer. Subject to the terms and conditions set forth in this Agreement and subject to the terms of the TBA, Seller hereby agrees to transfer, convey, assign and deliver to Buyer on the Closing Date, and Buyer agrees to acquire, all of Seller's right, title and interest in the tangible and intangible assets used in connection with the conduct of the business or operations of the Station, together with any additions thereto between the date of this Agreement and the Closing Date, but excluding the assets described in Section 2.2, free and clear of any claims, liabilities, security interests, mortgages, liens, pledges, conditions, charges, or encumbrances of any nature whatsoever (other than Permitted Liens), including, without limitation, the following:
Agreement to Exchange and Transfer. Subject to the terms and conditions set forth in this Agreement with respect to the Stations or any Radio Group, Sellers hereby agree to transfer, convey, assign and deliver to Buyer on one or more Closing Dates as applicable, and Buyer agrees to acquire, all of Sellers' right, title and interest in the tangible and intangible assets used in connection with the conduct of the business or operations of the Stations or any Radio Group, as the case may be, together with any additions thereto between the date of this Agreement and the applicable Closing Date, but excluding the assets described in Section 2.2, free and clear of any claims, liabilities, security interests, mortgages, liens, pledges, charges, or encumbrances of any nature whatsoever (except for Permitted Encumbrances), including the following:
Agreement to Exchange and Transfer. Subject to the terms and conditions set forth in this Agreement with respect to the Stations, the Operating Sellers hereby covenant and agree to sell, transfer, convey, assign and deliver to Buyer on the Closing Date, and Buyer covenants and agrees to acquire all of the Operating Sellers’ right, title and interest in and to all business, properties, assets, machinery, equipment, furniture, fixtures, franchises, goodwill and rights of the Operating Sellers, of every nature, kind and description, tangible and intangible, wheresoever located and whether or not carried on or reflected on the books and records of the Operating Sellers, to the extent used, held for use, or necessary in connection with the conduct of the Business, together with any additions thereto between the date of this Agreement and the Closing Date, but excluding Excluded Assets, free and clear of any Encumbrances (except for Permitted Encumbrances), including the following (collectively, the “Assets”):
Agreement to Exchange and Transfer. Subject to the terms and conditions set forth in this Agreement with respect to the Stations, the Operating Sellers hereby covenant and agree to sell, transfer, convey, assign and deliver to Buyer on the Closing Date, and Buyer covenants and agrees to acquire all of the Operating Sellers’ right, title and interest in and to all business, properties, assets, machinery, equipment, furniture, fixtures, franchises, goodwill and rights of the Operating Sellers, of every nature, kind and description, tangible and intangible, wheresoever located and whether or not carried on or reflected on the books and records of the Operating Sellers, to the extent used, held for use, or necessary in connection with the conduct of the Business, together with any additions thereto between the date of this Agreement and the Closing Date, but excluding Excluded Assets, free and clear of any Encumbrances (except for Permitted Encumbrances), including the following (collectively, the “Assets”): (a) The Tangible Personal Property; (b) The Real Property Interests; (c) The Governmental Authorizations and Pending Applications; (d) The Assumed Contracts; (e) The Intangibles; (f) The Accounts Receivable; (g) The Programs; (h) The FCC Logs;
