Common use of Agreement to Sell and Buy Clause in Contracts

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. Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to sell, transfer, assign and deliver to Buyer on the Closing Date, and Buyer agrees to purchasepurchase and accept, all of the tangible Assets and intangible assets property interests owned by Seller or in which Seller has a property interest which are 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 hereinPermitted Liens), 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, which belong to Seller and is within its possession and control; (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; andStation that are assignable to Buyer as provided herein; (ih) 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.Station and copies of all other books and records which belong to Seller and are within its possession and control relating to the business or operations of the Station (exclusive of corporate, financial and accounting records), including executed copies of the Assumed Contracts; and

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this AgreementAgreement and except for the Excluded Assets, Seller hereby agrees to shall sell, transferassign, transfer and deliver to Buyer on the Closing Date, and Buyer agrees to purchaseshall purchase on the Closing Date, 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 2.2Assets, free and clear of any claims, liabilities, security interests, mortgages, liens, pledges, conditions, charges, Liens or encumbrances of any nature whatsoever liabilities (except for encumbrances permitted Permitted Encumbrances and liabilities assumed by Buyer in accordance with Section 5.5 herein2.5). The Assets to be assigned, including transferred and delivered by Seller hereunder shall include the following: (a) The Tangible All Personal Property; (b) The All Leased Real Property; (c) The LicensesOwned Real Property (other than the Excluded Real Property); (d) The Assumed ContractsAll Licenses and Permits; (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 StationAll Assumed Contracts; (f) All Intellectual Property; (g) All Accounts Receivable; (h) Each of Sellerthe Station's proprietary information, technical information and data, machinery and equipment warrantieswarranties (to the extent such warranties are assignable), if any, maps, computer discs and tapes, plans, diagrams, blueprintsblueprints and schematics relating to such Station, and schematicsif any, including filings with the FCC which relate to such Station, and goodwill relating to the business and operation of the Stationforegoing; (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 and operation of any of the StationStations (excluding those described in, or relating to the assets described in, Section 2.2), including (i) executed copies of the Assumed Contracts, or if no executed agreement exists, summaries of each Assumed Contract transferred pursuant to clause (e) above and (ii) all records required by the FCC to be kept by each Station, subject to the right of Seller to request and receive copies thereof and have such books and records made reasonably available to Seller for tax and other legitimate organization purposes for a period of six years after the Closing; (j) To the extent assignable, all computer programs and software, and all rights and interests of Seller in and to computer programs and software used in connection with the business or operations of any Station.;

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 hereinliens 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 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 (ih) 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. 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 purchasepurchase and accept from Seller, all of Seller's right, title and interest in, to and under the following tangible and intangible assets used or useful in connection with the conduct of the business or operations of the Stationassets, together with any additions thereto between the date of this Agreement and the Closing DateDate (collectively, the "Assets"), but in each case 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 hereinliens 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 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 each Station; (g) The Accounts Receivable as of 11:59 p.m., local time, on the day prior to the Closing DateBuyer's Accounts; (h) All choses in action of Seller relating to one or more Stations, if and to the Stationextent such choses in action relate to the ownership, use or condition of the Assets following the Closing; and (i) All books and records relating to the business or operations of the each Station, including including, to the extent in Seller's possession, executed copies of the Assumed Contracts, and all records required by the FCC to be kept by the each Station.

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 hereinliens 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 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 Roanoke, Virginia 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) 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 hereby agrees to purchasepurchase on the Closing Date, all of the tangible and intangible assets used or useful in connection with the conduct of the business or operations of the StationStations, together with any additions thereto between the date of this Agreement and the Closing Date, but excluding the assets described in Section 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 hereinPermitted Liens), including the following: (ai) The Tangible Personal Property; (bii) The Real Property; (ciii) The Licenses; (div) The Assumed Contracts; (ev) The Intangibles and all other intangible assets of Seller relating to the Station Stations 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 StationStations; (fvi) 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 StationStations; (g) The Accounts Receivable as of 11:59 p.m., local time, on the day prior to the Closing Date; (hvii) All choses in action of Seller relating to the StationStations; and (iviii) All books and records relating to the business or operations of the StationStations, including executed copies of the Assumed Contracts, and all records required by the FCC to be kept by the StationStations. (b) Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to cause ROLI to sell, transfer, and deliver to Buyer on the Closing Date, and Buyer hereby agrees to purchase on the Closing Date, all of the Licenses, including, without limitations, all FCC Licenses, owned or held by or issued to ROLI, together with any other assets or records owned or held by ROLI which are used or useful in connection with the Stations (collectively, the "License Assets").

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to shall sell, transferassign, transfer and deliver to Buyer on the Closing Date, and Buyer agrees to purchaseshall purchase on the Closing Date, 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 2.2Assets, free and clear of any claims, liabilities, security interests, mortgages, liens, pledges, conditions, charges, Liens or encumbrances of any nature whatsoever liabilities (except for encumbrances permitted Permitted Encumbrances and liabilities assumed by Buyer in accordance with Section 5.5 herein2.5). The Assets to be assigned, including transferred and delivered by Seller hereunder shall include the following: (a) The Tangible All Personal Property; (b) The All Leased Real Property; (c) The LicensesAll Owned Real Property; (d) The Assumed ContractsAll Licenses; (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 StationAll Assumed Contracts; (f) All Intellectual Property; (g) To the extent that they are in the possession or control of Sellerany member of the Selling Group, each of the Station's proprietary information, technical information and data, machinery and equipment warrantieswarranties (to the extent such warranties are assignable), if any, maps, computer discs and tapes, plans, diagrams, blueprintsblueprints and schematics relating to such Station, and schematicsif any, including filings with the FCC which relate to such Station, and goodwill relating to the foregoing; (h) To the extent that they are in the possession or control of any member of the Selling Group, all books and records relating to the business and operation of any of the Station; Stations (g) The Accounts Receivable as of 11:59 p.m.excluding those described in Section 2.2), local time, on the day prior to the Closing Date; (h) All choses in action of Seller relating to the Station; and including (i) All books and records relating to the business or operations of the Station, including executed copies of the Assumed Contracts, or if no executed agreement exists, summaries of each Assumed Contracts transferred pursuant to clause (e) above and (ii) all records required by the FCC to be kept by each Station, subject to the right of Seller to have such books and records made reasonably available to Seller for tax and other legitimate partnership purposes for a period of six years after the Closing; (i) To the extent assignable, all computer programs and software, and all rights and interests of Seller in and to computer programs and software used or held for use in connection with the business or operations of any Station; (j) Except for claims relating to Taxes and Choses in Action, if any, of any member of the Selling Group described on Schedule 2.1(j), all Choses in Action of Seller; and (k) All intangible assets of Seller relating to any Station or the business or operation of any Station not specifically described above, including goodwill and all other assets, other than the Excluded Assets, used or held for use in connection with Station or the business of the 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 StationStations, 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 hereinliens 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 Stations that are not specifically included within the Intangibles, including the goodwill of the StationStations, if any, except for any lists of donors, contributors or other supporters of the Station; (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 StationStations; (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 either Seller relating to the StationStations, other than any claims made or to be made by either Seller in the litigation described in Schedule 3.15; and (ih) All books and records relating to the business or operations of the StationStations, including executed copies of the Assumed Contracts, and all records required maintained by Sellers pursuant to the FCC to be kept by rules and regulations of the StationFCC.

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to sell, transfer, assign and deliver to Buyer on the Closing Date, and Buyer agrees to purchasepurchase and accept, all of the tangible Assets and intangible assets property interests owned by Seller or in which Seller has a property interest which are used or useful in connection with the conduct of the business or operations of the Station, (but excluding all vehicles) 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 hereinPermitted Liens), 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, which belong to Seller and is within its possession and control; (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; andStation that are assignable to Buyer as provided herein; (ih) 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.Station and copies of all other books and records which belong to Seller and are within its possession and control relating to the business or operations of the Station (exclusive of corporate, financial and accounting records), including executed copies of the Assumed Contracts; and

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to sell, transfer, and assign and/or deliver to Buyer on the Closing Date, and Buyer agrees to purchasepurchase and accept, all of the tangible assets and intangible assets property interests owned by Seller (or in which Seller has a property interest) that are either specifically listed on the Schedules hereto or are both (i) used or useful in connection with the conduct of the business or operations of the StationStations and (ii) located at the transmitter sites identified in Schedule 3.6 hereto, together with any additions thereto between the date of this Agreement and the Closing Date, but excluding the assets described in Section 2.22.2 hereof, 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 hereinPermitted Liens), including the following: (a) The Tangible Personal Property; (b) The Real PropertyLeasehold Interests; (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 and call signs of the StationStations, 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; andStations that are assignable to Buyer as provided herein; (ig) 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 StationStations and copies of all other books and records which belong to Seller and are within its possession and control relating to the business or operations of the Stations (exclusive of corporate, financial and accounting records) including executed copies of the Assumed Contracts; and (h) The Construction Permit.

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, on the Closing Date, Seller hereby agrees to sell, transfer, and deliver to Buyer on the Closing DateBuyer, and Buyer agrees to purchasepurchase and accept, all of the tangible and intangible assets used or useful in connection with the conduct of the business or operations of the StationAssets, together with any additions thereto between the date of this Agreement and the Closing Date, Date as the parties may agree (but excluding the assets described in Section 2.22.2 and those assets disposed of in the ordinary course of business between the date hereof and the Closing Date), 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 hereinPermitted Liens), including the following: (a) The Tangible Personal Property; (b) The Real PropertyLicenses; and any pending applications associated with same; (c) The Licenses; (d) The Assumed Contracts; (d) The Real Property; (e) The Intangibles Intangibles, and all other intangible assets of Seller relating solely 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 ’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 FCC, relating solely to the business and or 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 (ig) All books and records relating solely 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, subject to the right of Seller to have such books and records made available to Seller for a reasonable period, not to exceed three (3) years after the Closing Date.

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 StationStation including all of Seller's interest in and to the FCC Licenses, 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 hereinliens 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 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, p.m. on the day prior to the Closing DateDate ("Seller's Receivables"); (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. 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 purchasepurchase on the Closing Date, all of the tangible and intangible assets used or useful in connection with the conduct of the construction, 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 hereinliens for current taxes not yet due and payable), including the following: (a) The Tangible Personal Property; (b) The Real Property;; 9 (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 (ih) 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. 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 of Seller 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 2.22.2 (collectively, the "Assets"), 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 hereinliens 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 Any rights possessed by Seller relating to the call signs used in the operation of the Station that are not specifically included within the Intangibles, including and 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, rights to and under any pending application before any federal, state or local governmental authority, including the FCC, technical information and data, machinery and equipment warranties, maps, computer discs and tapes, plans, diagrams, blueprints, and schematics, including all of Seller's rights to filings with the FCC relating to the construction, business and operation of the Station;; 9 (g) The Accounts Receivable Except as of 11:59 p.m.set forth in Section 2.2(d), local time, on the day prior to the Closing Date; (h) All all choses in action of Seller relating to the Station; and (ih) All books and records relating to the construction, 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. Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to sell, transfer, assign and deliver to Buyer on the Closing Date, and Buyer agrees to purchasepurchase and accept, all of the tangible Assets and intangible assets property interests owned, leased or licensed by Seller or in which Seller has a property interest which are 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 hereinPermitted Liens), including including, without limitation, 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, which belong to Seller and are within its possession and control; (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 StationStation that are assignable to Buyer; and (ih) 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 StationStation and copies of all other books and records of Seller which relate to the business or operations of the Station (exclusive of corporate, financial and accounting records), including executed copies of the Assumed Contracts.

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to sell, transfer, deliver and deliver assign to Buyer on the Closing Date, and Buyer agrees to purchase, purchase and accept from Seller all of Seller's right, title and interest in and to the tangible and intangible assets used or useful held for use 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 (collectively, "Encumbrances"), except for encumbrances permitted by Section 5.5 herein)Permitted Encumbrances, 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;; and (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 StationAssumed Liabilities; and (ih) 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. 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 purchasepurchase on the Closing Date, all of the tangible and intangible assets used or useful in connection with the conduct of the business or operations of the each 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)whatsoever, other than liens granted to Buyer pursuant to the Loan Documents, including the following: (a) The the Tangible Personal Property; (b) The the Real PropertyProperty Interests; (c) The the Licenses; (d) The 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 all of Sellerthe Company's and each Subsidiary'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 any Station; (g) The Accounts Receivable as all choses in action of 11:59 p.m., local time, on the day prior Company and each Subsidiary relating to the Closing Dateany Station; (h) All choses in action of Seller relating to the Station; and (i) All all books and records relating to the business or operations of the each Station, including executed copies of the Assumed Contracts, Contracts and all records required by the FCC to be kept by each Station; (i) all Accounts Receivable arising on or prior to the StationClosing Date; and (j) the Company's and each Subsidiary's cash, cash equivalents, and marketable securities on hand as of the Closing, and all other cash in any of the Company's and each Subsidiary's bank accounts any and all insurance policies, bonds, letters of credit, or other similar items, any cash surrender value in regard thereto, and any and all claims receivable under any and all insurance policies.

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, on the Closing Date, each Seller hereby agrees to sell, transfer, assign, convey and deliver deliver, or cause to Buyer on the Closing Datebe sold, transferred, assigned, conveyed and delivered, to Buyer, and Buyer agrees to purchase, acquire and accept from each such Seller, all of such Seller's legal and beneficial right, title and interest in, to and under, as of the Closing Date, any and all of the tangible and intangible following 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, Date as the parties may agree in writing (but excluding the assets described in Section 2.2Excluded Assets), free and clear of any claims, liabilities, security interests, mortgages, liens, pledges, conditions, charges, or encumbrances of any nature whatsoever Liens (except for encumbrances permitted by Section 5.5 herein)Permitted Liens) (collectively, including the following:"Purchased Assets"): (a) The Tangible Personal Property; (b) The Real PropertyLicenses and any pending applications associated with same, along with all material transferable municipal, state and federal franchises, licenses, permits, franchises, certificates, approvals and other authorizations issued by any Governmental Authority other than the FCC used primarily in the operation of the Stations; (c) The Licenses; (d) The Assumed Contracts; (ed) The Intangibles Intangibles, and all other intangible assets of each Seller relating solely to the Station Stations that are not specifically included within the Intangibles, including the goodwill of the StationStations, if any, except for any lists of donors, contributors or other supporters of the Station; (fe) All of each Seller's ’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 FCC, relating solely to the business and or 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 StationStations; and (if) All books and records relating solely to the business or operations of the StationStations, including executed copies of the Assumed Contracts, and all records required by the FCC to be kept by the StationStations.

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, Seller Sellers hereby agrees agree 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 StationStations, 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 hereinliens for current Taxes not yet due and payable), including the following: (a) The Tangible Personal Property; (b) The Real Property; (c) The LicensesLicenses (to the extent they are transferable) and all applications for modification, extension or renewal thereof, and any applications for any new licenses, permits or authorizations pending on the Closing Date; (d) The Assumed Contracts; (e) The Intangibles and all other intangible assets of Seller Sellers relating to the Station Stations 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 StationStations; (f) All of Seller's Sellers’ proprietary information, promotional and advertising materials, engineering plans, customer lists, mailing lists, 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 StationStations; (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 Sellers relating to the StationStations; and (ih) All books and records relating to the business or operations of the StationStations, including executed copies of the Assumed Contracts, and all records required by the FCC to be kept by the StationStations.

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, on the Closing Date, each Seller hereby agrees to sell, transfer, assign, convey and deliver deliver, or cause to Buyer on the Closing Datebe sold, transferred, assigned, conveyed and delivered, to Buyer, and Buyer agrees to purchase, acquire and accept from each such Seller, all of the tangible such Seller's legal and intangible assets used or useful in connection with the conduct beneficial right, title and interest in, to and under, as of the business or operations Closing Date, each of the Stationfollowing assets, together with any additions thereto between the date of this Agreement and the Closing Date, Date as the parties may agree in writing (but excluding the assets described in Section 2.2Excluded Assets), free and clear of any claims, liabilities, security interests, mortgages, liens, pledges, conditions, charges, or encumbrances of any nature whatsoever Liens (except for encumbrances permitted by Section 5.5 herein)Permitted Liens) (collectively, including the following:“Purchased Assets”): (a) The Tangible Personal PropertyProperty of each Seller; (b) The Real PropertyPurchased Licenses and any pending applications associated with same, along with all material transferable municipal, state and federal franchises, licenses, permits, franchises, certificates, approvals and other authorizations issued by any Governmental Authority other than the FCC used primarily in the operation of the Stations; (c) The Licenses; (d) The Assumed Contracts; (ed) The Intangibles Intangibles, and all other intangible assets of each Seller relating solely to the Station Stations that are not specifically included within the Intangibles, including the goodwill of the StationStations, if any, except for any lists of donors, contributors or other supporters of the Station; (fe) All of each Seller's ’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 FCC, relating solely to the business and or operation of the StationStations; (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 (if) All books and records relating solely to the business or operations of the StationStations, including executed copies of the Assumed Contracts, and all records required by the FCC to be kept by the StationStations; and (g) All prepaid expenses (including deposits) with respect to any other Purchased Assets subject to Section 2.6.

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to sell, transfer, assign and deliver to Buyer on the Closing Date, and Buyer agrees to purchasepurchase and accept, all of the tangible Assets and intangible assets property interests owned by Seller or in which Seller has a property interest which are 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 hereinPermitted Liens), including including, without limitation, 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, which belong to Seller and are within its possession and control; (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; andStation that are assignable to Buyer as provided herein; (ih) 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.Station and copies of all other books and records which belong to Seller and are within its possession and control relating to the business or operations of the Station (exclusive of corporate, financial and accounting records), including executed copies of the Assumed Contracts; and

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 StationStations, 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 hereinliens 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 Accounts Receivable as of 11:59 p.m., Miami time, on the day prior to the Closing Date; (f) The Intangibles and all other intangible assets of Seller relating to the Station Stations that are not specifically included within the Intangibles, including the goodwill of the StationStations, if any, except for any lists of donors, contributors or other supporters of the Station; (fg) All To the extent not included in the Intangibles, 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 DateStations; (h) All choses in action of Seller relating to the StationStations; and (i) All books and records relating to the business or operations of the StationStations, including executed copies of the Assumed Contracts, and all records required by the FCC to be kept by the StationStations.