Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to sell, transfer, and deliver to Buyer on the Closing Date, and Buyer agrees to purchase, all of the tangible and intangible assets used or useful 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 (except for encumbrances permitted by Section 5.5 herein), including the following:
(a) The Tangible Personal Property;
(b) The Real Property;
(c) The Licenses;
(d) The Assumed Contracts;
(e) The Intangibles and all other intangible assets of Seller relating to the Station that are not specifically included within the Intangibles, including the goodwill of the Station, if any, except for any lists of donors, contributors or other supporters of the Station;
(f) All of Seller's proprietary information, technical information and data, machinery and equipment warranties, maps, computer discs and tapes, plans, diagrams, blueprints, and schematics, including filings with the FCC relating to the business and operation of the Station;
(g) The Accounts Receivable as of 11:59 p.m., local time, on the day prior to the Closing Date;
(h) All choses in action of Seller relating to the Station; and
(i) All books and records relating to the business or operations of the Station, including executed copies of the Assumed Contracts, and all records required by the FCC to be kept by the Station.
Agreement to Sell and Buy. (a) The Vendor agrees to sell, and the Purchaser agrees to buy, free from encumbrances, the Property and the Chattels.
Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to transfer and deliver to Buyer on the Closing Date, and Buyer agrees to purchase, all of the Assets, free and clear of any claims, liabilities, mortgages, liens, pledges, conditions, charges, or encumbrances of any nature whatsoever (except for those permitted in accordance with Section 2.5, 3.5 or 3.6 below), more specifically described as follows:
Agreement to Sell and Buy. On the terms and subject to the conditions set forth in this Agreement, Sellers agree to sell to Purchaser, and Purchaser agrees to acquire from Sellers, Sellers' Assets.
Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, Seller shall sell, assign, transfer and deliver to Buyer at Closing, and Buyer shall purchase at the Closing, all of the Acquired Assets, free and clear of any Liens or liabilities (except for the Permitted Liens and the Assumed Liabilities). The Acquired Assets to be assigned, transferred and delivered by Seller hereunder shall consist of the following (as well as such other assets specifically set forth in Schedule 2.1):
(a) All Personal Property;
(b) Subject to Section 4.14, all Assumed Contracts;
(c) All refunds of Taxes that accrue to Seller for which Buyer is liable under this Agreement;
(d) All Customer Data;
(e) All of Seller's right, title and interest (as applicable) in and to the Purchased Intellectual Property, subject to the IP Encumbrances;
(f) All of Seller's right, title and interest (as applicable) in and to Purchased Software; and
(g) All books, surveys, data, documentation, manuals, reports, files, customer and vendor lists, studies, specifications and similar records, including financial, relating to (i) the Acquired Assets, (ii) the operation of the Business to the extent the Acquired Assets were used in such operations, and (iii) financial information relating exclusively to the operation of the Business (excluding any of the above relating solely to the Excluded Assets described in Section 2.2), including (A) executed copies of the Assumed Contracts, (B) all records, including financial, required by any Governmental Entity to be kept by the Business relating to the Acquired Assets (excluding income Taxes), subject to the right of Seller to copy and have such books and records made reasonably available to Seller for Tax and other legitimate organization purposes until 11:59 p.m. Central time on the date that is 60 months after the Closing Date or, if later, the date a claim with respect to which such records are relevant, and for which Seller is an Indemnifying Party or a Seller Indemnified Party, is finally resolved, or, in the case of records related to Taxes, the expiration of the applicable statute of limitations, (C) all domestic and international market and research reports and studies (including regarding pricing) relating to DVD rentals, any DVD rental kiosks or otherwise used or prepared in connection with the Business, including any reports relating to pilot studies conducted in Japan, and (D) all historical reports including data on Kiosk performance and forec...
Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement and effective as of the Effective Date, Seller hereby agrees to transfer and deliver to Buyer, and Buyer agrees to purchase, free and clear of any Encumbrances other than Permitted Encumbrances, 80.1% of the Assets, including, but not limited to, Seller’s right, title, and interest in and to:
(a) all Assumed Contracts;
(b) all Real Property;
(c) all Licenses;
(d) all Intellectual Property;
(e) all Personal Property;
(f) all files, books and other records relating solely to the Business, including, without limitation, executed copies of the Assumed Contracts or, if no executed agreement exists, summaries of the Assumed Contracts, marketing information, sales records, and price, customer, lead, mailing, circulation, purchaser and all other lists and files;
(g) software related to the computer programs used in the operation of the Business owned by Seller and transferable under applicable license agreements, including, without limitation, those listed on Schedule 2.1(g) hereto;
(h) all of Seller’s goodwill in and going concern value of the Business;
(i) all inventory used in connection with the Business;
(j) all Accounts Receivable;
(k) all prepaid expenses and deposits of Seller with third parties in respect of the Assets (“Seller Deposits”);
(l) all claims, causes of action and choses in action of Seller against third parties relating to the Assets or Business, but excluding claims, causes of action and choses in action against third parties related to the Excluded Assets and the Excluded Liabilities;
(m) all intangible assets of Seller relating to the Business not specifically described above; and
(n) available cash of Seller.
Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, each Seller hereby agrees to sell, transfer, and deliver to Buyer on the Closing Date, and Buyer agrees to purchase, all of the tangible and intangible assets used or useful 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 (except for liens for current taxes not yet due and payable), including the following:
(a) The Tangible Personal Property;
(b) The Real Property;
(c) The Licenses;
(d) The Assumed Contracts;
(e) The Intangibles and all other intangible assets of each Seller relating to the Station that are not specifically included within the Intangibles;
(f) All of each Seller's proprietary information, technical information and data, machinery and equipment warranties, maps, computer discs and tapes, plans, diagrams, blueprints, and schematics, including filings with the FCC relating to the business and operation of the Station;
(g) All choses in action of either Seller relating to the Station, other than any claims made or to be made by either Seller in the litigation described in Schedule 3.15; and
(h) All books and records relating to the business or operations of the Station, including executed copies of the Assumed Contracts, and all records maintained by Sellers pursuant to the rules and regulations of the FCC.
Agreement to Sell and Buy. 1 2.2 Assumption of Liabilities and Obligations. ............................................1 2.3
Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, each Domestic Seller Company shall sell, assign, transfer and deliver to Buyer on the Closing Date, and Buyer shall purchase on the Closing Date, all of such Domestic Seller Company's right, title and interest in and to all of its Assets against receipt by such Domestic Seller Company of the Domestic Asset Purchase Price, except the Excluded Assets set forth in Section 2.02 (the "Acquired Assets"), free and clear of all Encumbrances other than Permitted Encumbrances. The Acquired Assets include the following Assets of each Domestic Seller Company:
(a) All Current Assets;
(b) All Personal Property as listed on Schedule 2.01(b), including all rights and benefits of such Domestic Seller Company under the lease agreements for the Leased Real Property listed on Schedule 3.18 (the "Assigned Leases");
(c) All Intellectual Property Rights, including to the extent transferable, all rights and benefits of such Domestic Seller Company under the license agreements included on Schedule 3.20(c) (the "Assigned Licenses");
(d) To the extent transferable, all rights and benefits of such Domestic Seller Company under the Contracts listed on Schedule 3.04(b) (together with the Assigned Leases and Assigned Licenses, the "Assigned Contracts");
(e) To the extent transferable, all Permits;
(f) All Choses in Action, except as identified in Section 2.02;
(g) All Business Records in such Domestic Seller Company's control or possession, except as identified in Section 2.02; and
(h) All other intangible assets, including goodwill.
Agreement to Sell and Buy. Subject to the terms and conditions set ------------------------- forth in this Agreement, Meridian hereby agrees to sell, assign, transfer and deliver to ATS at the Closing, and ATS agrees to purchase at the Closing, the Meridian Assets and the Meridian Business, free and clear of any Liens of any nature whatsoever except for Permitted Liens. For purposes of this Agreement, the term "Meridian Assets" shall mean all of the Assets of Meridian, including without limitation the right to use the name "Meridian" and all variations thereof, other than the Excluded Assets. For purposes of this Agreement, the term "Excluded Assets" shall mean the following Assets:
