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 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 forecasted performance with respect to Kiosks associated with the Business operated pursuant to the Retailer Agreements, but excluding privileged materials.

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this AgreementAgreement and in reliance upon the representations and warranties contained herein, Seller shall hereby agrees to sell, transfer, assign, transfer convey and deliver to Buyer at Closingon the Closing Date, and Buyer shall agrees to purchase at on the ClosingClosing Date but deemed to have occurred as of the Effective Date, 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 all assets, properties and rights (whether tangible or intangible, real, personal or mixed, fixed, contingent or otherwise, wherever located) owned or held by Seller and used in connection with the Purchased ownership and conduct of the Business, free and clear of all Liens, except for Permitted Liens, including, without limitation, the following: (a) the Tangible Personal Property; (b) all the Assumed Contracts, including, without limitation, all rights to receive payment for products sold or services rendered, and to receive goods and services pursuant to Assumed Contracts and to assert claims and to take other actions in respect of breaches, defaults and other violations thereunder; (c) the Intellectual Property, subject to ; (d) any interest in Real Property and any leasehold interests or other similar assets; (e) all cash and cash equivalents of Seller as of the IP EncumbrancesClosing Date; (f) All the Governmental Permits; (g) all Accounts Receivable, and all other loans and notes receivable (whether current or not), advances, performances and surety bonds and letters of Seller's rightcredit or other similar instruments in favor of Seller as of the Closing Date; (h) all shares of stock of SAS and BV; (i) all choses in action of Seller relating to the Business or any of the Assets; (j) all credits, title deposits, advance payments and interest (as applicable) in and prepaid expenses relating to Purchased Softwarethe Business, including those held by third parties under Assumed Contracts; and (gk) All books, surveys, data, documentation, manuals, reports, files, customer all books and vendor lists, studies, specifications and similar records, including financial, records relating to (i) the Acquired Assets, (ii) the operation of the Business primarily to the extent the Acquired Assets were used in such operationsBusiness, 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 except for such books and records made reasonably available to which are specifically set forth on Schedule 2.2. Seller for Tax and other legitimate organization purposes until 11:59 p.m. Central time on Buyer agree that regardless of the date that is 60 months of the Closing Date, the results of operations of the Business shall be for the benefit or detriment of Buyer as of and 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 forecasted performance with respect to Kiosks associated with the Business operated pursuant to the Retailer Agreements, but excluding privileged materialsEffective Date.

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, Seller shall hereby agrees to sell, assignconvey, transfer transfer, assign and deliver to Buyer at Closingon the Closing Date, and Buyer shall purchase at the Closingagrees to purchase, all of Seller's rights, title and interest in, to and under the Acquired Purchased Assets (other than the Excluded Assets), free and clear of any Liens or liabilities Encumbrances (except for the Permitted Liens and the Assumed LiabilitiesEncumbrances). The Acquired Assets to be assigned, transferred and delivered by Seller hereunder shall consist of the following (more specifically described as well as such other assets specifically set forth in Schedule 2.1):follows: (a) All The Personal Property; (b) Subject to Section 4.14, all The Real Property; (c) The Licenses; (d) The 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 EncumbrancesThe Intangibles; (f) All of Seller's right, title and interest (as applicable) in and to Purchased Software; andThe Accounts Receivable; (g) All books, surveys, data, documentation, manuals, reports, files, customer Any and vendor lists, studies, specifications all books and similar records, including financial, records 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 conduct or operations of the Business (excluding any of the above relating solely to the Excluded Assets described in except as expressly excluded by Section 2.22.2(d)), including (A) any and all executed copies of the Assumed Contracts, (B) any and all recordsequipment warranties, including financialany and all technical information and data, required by any Governmental Entity to be kept by the Business computer discs, diagrams, blueprints and schematics relating to the Acquired Assets Business (excluding income Taxescollectively, the "BUSINESS RECORDS"), subject ; (h) Any and all intangible assets of Seller relating to the right Business and not specifically described above, including, without limitation, all of Seller's goodwill associated with the Business; (i) Any and all right, title and interest of Seller in and 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 relevantWebsites, and any assets used in support of or for which Seller is an Indemnifying Party the operation of such Websites; (j) Any and all Internet, electronic, on-line rights 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 domain names associated with the Business, including any reports including, without limitation, the domain names "wwwhxxxx.xxx" xxd "specxxxxxx.xxx"; (k) Any and all existing copy, films, artwork, photographs and other reproduction materials, tapes, master videos and other components relating to pilot studies conducted the Business, whether in Japanpossession of Seller; (l) Any and all existing lists, including lists rented or owned by Seller, documents and records of Seller relating to users of the Websites; (m) Any and all existing lists, mailing lists (in both printed form and computer media), documents and records of Seller relating to all past, present or prospective advertisers in the Business and copies of all call reports and advertiser status reports; and (n) Any and all existing lists, documents and records of Seller relating to past, present and prospective purchasers of mailing lists relating to the Business. Notwithstanding anything in this Agreement to the contrary, Seller retains all of its rights, title and interest in, and (D) all historical reports including data on Kiosk performance possession of, and forecasted performance with respect Seller does not hereby sell, assign, convey, transfer or deliver to Kiosks associated with Buyer, any right, title or interest of Seller in, to or under, the Business operated pursuant to the Retailer Agreements, but excluding privileged materialsExcluded Assets.

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this AgreementAgreement and except for the Excluded Assets, Seller shall sell, assign, transfer and deliver to Buyer at Closingon the Closing Date, and Buyer shall purchase at on the ClosingClosing Date, all of the Acquired Assets, free and clear of any Liens or liabilities (except for the Permitted Liens and the Assumed Liabilitiesliabilities assumed by Buyer in accordance with Section 2.5). The Acquired Assets to be assigned, transferred and delivered by Seller hereunder shall consist of include the following (as well as such other assets specifically set forth in Schedule 2.1):following: (a) All all Personal Property; (b) Subject to Section 4.14, all Leased Real Property; (c) all Licenses and Permits; (d) 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 all Intellectual Property, subject to excluding the IP Encumbrancesname “Crown of Texas”; (f) All all books and records relating to the business and operation of Seller's rightthe Agency (excluding those described in, title and interest (as applicable) in and or relating to Purchased Software; and (g) All booksthe assets described in, surveys, data, documentation, manuals, reports, files, customer and vendor lists, studies, specifications and similar recordsSection 2.2, including financialthe financial books and records of Seller referred to in Section 2.2(b)), relating to including (i) the Acquired Assetsall patient medical records, including, without limitation, pending patient orders, patient treatment plans, and other clinical records (subject to compliance with HIPAA), (ii) the operation of the Business to the extent the Acquired Assets were used in such operationsall personnel records, and (iii) financial information relating exclusively to the operation of the Business all operating manuals and other operating data and records, including, without limitation, all equipment records, medical/administrative libraries, catalogs and books, (excluding any of the above relating solely to the Excluded Assets described in Section 2.2)iv) all customer, including vendor, patient and physician lists, (Av) executed copies of the Assumed Contracts, or if no executed agreement exists, summaries of each Assumed Contract transferred pursuant to clause (Bd) above, and (vi) all records, including financial, records required by any Governmental Entity to be kept by the Business relating to the Acquired Assets (excluding income Taxes)Agency, subject to the right of Seller to copy and have such books and records made reasonably available to Seller for Tax tax and other legitimate organization purposes until 11:59 p.m. Central time on the date that is 60 months for a period of six (6) years after the Closing Date orClosing; (g) to the extent assignable, if later, the date a claim with respect to which such records are relevantall computer programs and software, and for which all rights and interests of Seller is an Indemnifying Party or a Seller Indemnified Party, is finally resolved, or, in the case of records related and to Taxes, the expiration of the applicable statute of limitations, (C) all domestic any computer programs and international market and research reports and studies (including regarding pricing) relating to DVD rentals, any DVD rental kiosks or otherwise software used or prepared in connection with the Businessbusiness or operations of the Agency; (h) except for claims relating to Taxes and the Choses in Action described in Schedule 2.2(f), all Choses in Action of Seller; and (i) all intangible assets of Seller relating to the Agency or the business or operation of the Agency not specifically described above, including any reports relating to pilot studies conducted in Japangoodwill, and (D) all historical reports including data on Kiosk performance and forecasted performance with respect to Kiosks associated other assets, other than the Excluded Assets, used or held for use in connection with the Business operated pursuant to business or operations of the Retailer Agreements, but excluding privileged materialsAgency.

Agreement to Sell and Buy. Subject to Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing and with effect as of the Closing Date, the Seller shall sell, assign, transfer transfer, convey and deliver to Buyer at Closingthe Buyer, and the Buyer shall purchase at acquire from the ClosingSeller, on a going concern basis and on an "as is, where is" basis, all of the Acquired Assetsright, free title and clear interest of any Liens the Seller in and to all of the assets, properties, rights and business of the Seller as of the Closing Date of every kind, nature, type and description, real, personal and mixed, tangible and intangible, wherever located, whether known or liabilities unknown, fixed or unfixed, or otherwise, whether or not specifically referred to in this Agreement and whether or not reflected on the books and records of the Seller, other than the Excluded Assets (except for collectively, the Permitted Liens and the Assumed Liabilities"PURCHASED ASSETS"). The Acquired Assets to be assigned, transferred and delivered by Seller hereunder shall consist Without limiting the generality of the following (as well as such other assets specifically set forth in Schedule 2.1):foregoing, the Purchased Assets shall include the following: (a) All Personal Propertyall accounts receivable of the Seller; (b) Subject to Section 4.14all inventories, all Assumed Contractsfinished goods, trim, work-in-process, components, raw materials and any other inventory; (c) All refunds of Taxes that accrue all rights under all Contracts to which the Seller for is a party or may be bound or receives benefits or by which Buyer is liable under this Agreementthe Purchased Assets may be affected or receive benefits; (d) All Customer Dataall rights, title and interest in and to all the real property owned and/or leased by the Seller (the "REAL PROPERTY"); (e) All of Seller's rightall assets, title furniture, fixtures and interest (as applicable) in and to property located on the Purchased Intellectual Real Property, subject to the IP Encumbrancesof every kind and nature and description, whether tangible or intangible, real, personal or mixed; (f) All of Seller's rightall licenses, title registrations, franchises, qualifications, provider numbers, permits, approvals and interest (as applicable) in and to Purchased Software; andauthorizations issued by any Governmental Authority; (g) All booksall lists, surveysdocuments, datarecords, documentationwritten information, computer files and other computer readable media concerning past, present and potential customers and purchasers of goods or services from the Seller; (h) all lists, documents, records, written information, computer files and other computer readable media concerning past, present and potential suppliers and vendors of goods or services to the Seller; (i) all product records, customer correspondence, production records, contract files, technical, accounting, manufacturing and procedural manuals, reports, files, customer and vendor listsemployment records, studies, specifications reports or summaries relating to the general condition of the Purchased Assets, and similar recordsany confidential information which has been reduced to writing or electronic form; (j) all rights under express or implied warranties from the suppliers and vendors relating to the Purchased Assets and all rights, including financialdemands, claims, credit, insurance casualty proceeds, causes of action, relating to the Purchased Assets; (ik) the Acquired Assets, (ii) the operation all unfilled orders or proposals received for inventory or merchandise of the Business Seller; (l) all intellectual property (including the goodwill associated therewith) of the Seller and all trade secrets, designs, prototypes, patterns and other design materials owned or used by the Seller; (m) all ownership or other rights of the Seller with respect to assets relating to any Benefit Plan (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 not prohibited by the Business relating to PBGC) and any other liability or obligation assumed by 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 forecasted performance with respect to Kiosks associated with the Business operated Buyer pursuant to the Retailer Agreements, but excluding privileged materials.Article V (Employee Matters);

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this AgreementAgreement and except for the Excluded Assets, Seller shall sell, assign, transfer transfer, and deliver to Buyer at Closingon the Closing Date, and Parent and Buyer shall purchase at from Seller on the ClosingClosing Date, all of the Acquired Assets, free and clear of any Liens or liabilities (except for the Permitted Liens and the Assumed LiabilitiesEncumbrances). The Acquired Assets to be assigned, transferred transferred, and delivered by Seller to Buyer hereunder shall consist of include the following (as well as such other assets specifically set forth in Schedule 2.1):following: (a) All Accounts Receivable; (b) 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 AgreementLeased Real Property; (d) All Customer DataPermits; (e) All of Seller's right, title and interest (as applicable) in and to the Purchased Intellectual Property, subject to the IP EncumbrancesAssumed Contracts; (f) All cash, cash equivalents, and marketable securities, including cash on hand maintained at any of Seller's rightfacilities, title cash in transit, and interest (as applicable) cash, cash equivalents, and marketable securities in and to Purchased Software; andlock boxes or on deposit with or held by any financial institution in connection with the Business; (g) All booksprepaid expenses, surveysadvance payments, datadeposits, documentationsurety accounts, manuals, reports, files, customer and vendor lists, studies, specifications and other similar recordsassets relating to the Business, including financialprepaid deposits with suppliers and utilities; (h) All rights, relating to claims, and benefits of Seller in, to, or under all insurance policies maintained by Seller for the Business; (i) the Acquired Assets, (ii) the operation All of the Business proprietary rights of Seller relating to the extent the Acquired Assets were used in such operationsBusiness, including all patents, patent applications, patent licenses, trademarks, trade names, and (iii) financial information registrations and applications therefore, trade secrets, technology, know-how, formulae, designs and drawings, computer software, slogans, copyrights, processes, and other similar intangible property and rights relating exclusively to the operation of Business; (j) All books and records relating to the Business (excluding any of the above those described in, or relating solely to the Excluded Assets assets described in in, Section 2.2), including (A) executed copies of the Assumed Contracts, or if no executed agreement exists, summaries of each Assumed Contract transferred pursuant to clause (Be) all records, including financial, required by any Governmental Entity to be kept by the Business relating to the Acquired Assets (excluding income Taxes)above, subject to the right of Seller to copy and have such books and records made reasonably available to Seller for Tax tax and other legitimate organization purposes until 11:59 p.m. Central time on the date that is 60 months for a period of six years after the Closing Date orClosing; (k) To the extent assignable, if later, the date a claim with respect to which such records are relevantall computer programs and software, and for which all rights and interests of Seller is an Indemnifying Party or a Seller Indemnified Party, is finally resolved, or, in the case of records related and to Taxes, the expiration of the applicable statute of limitations, (C) all domestic any computer programs and international market and research reports and studies (including regarding pricing) relating to DVD rentals, any DVD rental kiosks or otherwise software used or prepared in connection with the Business; (l) All Choses in Action of Seller; and (m) All intangible assets of Seller relating to the Business not specifically described above, including any reports relating to pilot studies conducted in Japangoodwill, and (D) all historical reports including data on Kiosk performance and forecasted performance with respect to Kiosks associated other assets, other than the Excluded Assets, used or held for use in connection with the Business operated pursuant to the Retailer Agreements, but excluding privileged materialsBusiness.

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this AgreementAgreement (including the representations and warranties made and relied upon hereunder), Seller shall Sellers hereby agree to sell, transfer, convey, assign, transfer and deliver to Buyer at Closingon the Closing Date, and Buyer shall purchase at the Closingagrees to purchase, all of each Seller's right, title and interest as of the Acquired AssetsClosing Date in all of the tangible and intangible assets used or useful in connection with the conduct of the business and/or operations of WPBF of every type and description, wherever located, whether or not reflected on the books and records of Sellers, 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 Liens claims, liabilities, liens, security interests, mortgages, pledges, encumbrances, or liabilities restrictions (except for Permitted Liens), including 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):following: (a) All The Tangible Personal Property; (b) Subject to Section 4.14, all The Real Property Interests; (c) The Licenses; (d) The 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 EncumbrancesThe Intangibles; (f) All 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/or operation of Seller's right, title and interest (as applicable) in and to Purchased Software; andWPBF; (g) All books, surveys, data, documentation, manuals, reports, files, customer claims or causes of action of either Seller relating to WPBF to the extent they relate to the period after the Effective Time; and (h) All books and vendor lists, studies, specifications and similar records, including financialfiles, books of account, computer programs, tapes, electronic data processing software, customer lists, and other records relating to (i) the Acquired Assets, (ii) Assets or the operation business or operations 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)WPBF, including (A) executed copies of the Assumed Contracts, (B) all records, including financial, and FCC logs and other records required by any Governmental Entity the FCC as of the Closing Date to be kept by maintained at WPBF and/or on file with the Business relating FCC; (i) All insurance proceeds arising out of or related to damage, destruction, or loss of any property or asset used in the Acquired Assets (excluding income Taxes), subject to the right business and operations 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 WPBF on the date of this Agreement to the extent of any damage or destruction that is 60 months after remains unrepaired, or to the extent any destroyed property or asset that remains unreplaced, at the Closing Date; (j) All security deposits under any Assumed Contract to the extent a credit was made in favor of Sellers as a result of such security deposits in making prorations pursuant to Section 2.3(a); (k) To the extent not included in (a) through (h) above, all orders and agreements now existing, or entered into in the ordinary course of business between the date of this Agreement and the Closing Date, for the sale of advertising time on WPBF except for those which on the Closing Date orhave already been filled or have expired; (l) To the extent not included in (a) through (h) above, if laterall prepaid expenses as of the Closing Date to the extent a credit was made in favor of Sellers as a result of such prepaid expenses in making prorations pursuant to Section 2.3(a); (m) To the extent not included in (a) through (h) above, all programs, program rights, program licenses, and programming materials and elements of whatever form or nature owned by either Seller as of the date a claim with respect to which such records are relevant, of this Agreement 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 Businessbusiness or operations of WPBF, including whether recorded on film, tape or any reports relating to pilot studies conducted other medium or intended for live performance, television broadcast, or other medium and whether completed or in Japanproduction (such as outlines, scripts or otherwise), and (D) all historical reports including data on Kiosk performance related common-law and forecasted performance with respect to Kiosks associated statutory copyrights owned by, issued to, or held by either Seller and used in connection with the Business operated pursuant to business or operations of WPBF, together with all such programs, materials, elements, and copyrights acquired by either Seller in connection with the Retailer Agreementsbusiness or operations of WPBF between the date of this Agreement and the Closing Date, but excluding privileged materialsthose rights and/or materials consumed or expired between the date of this Agreement and the Closing Date; (n) To the extent not included in (a) through (h) above, and to the extent transferable, all of Sellers' rights under manufacturers' and vendors' warranties relating to the Assets and, if said rights are not assignable to Buyer, the Sellers agree to enforce such rights to Buyer's benefit at Buyer's sole expense; and (o) All of each Seller's goodwill in, and going concern value of, WPBF.

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, the Seller shall hereby agrees to sell, assignconvey, assign and otherwise transfer (or cause to be sold, conveyed, assigned and deliver otherwise transferred) to the Buyer at Closing, and Buyer shall purchase at the Closing, all of and the Acquired AssetsBuyer agrees to purchase from the Seller or its Affiliate, including the Channel Operators, free and clear of any all Liens or liabilities (except for the other than 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 type described in Schedule 2.1): (a) All Personal Property; clause (b) Subject to Section 4.14of the definition of Permitted Liens), 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 the Seller's ’s and its Affiliates’ 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 all of the Business to following property and assets, whether or not reflected on 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 limitationsSeller and its Affiliates and wherever located, (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, other than the Excluded Assets (collectively, the “Assets”): (a) the list of Integrated Receiver Decoders (IRDs), including any reports relating to pilot studies conducted serial numbers (if available) and locations, set forth on Schedule 2.1(a) of the Company Disclosure Letter; (b) all Affiliation Agreements and all Content Agreements, in Japaneach case, set forth on Schedule 2.1(b) of the Company Disclosure Letter, and all other Contracts set forth on Schedule 2.1(b) of the Company Disclosure Letter (Dthe “Assumed Contracts”); (c) the Customer Lists set forth on Schedule 2.1(c) of the Company Disclosure Letter; (d) the Prepaid Expenses; (e) the Intellectual Property Assets and the IP Licenses, including those set forth on Schedule 2.1(e) of the Company Disclosure Letter; (f) the Books and Records, except as specifically provided by Section 2.2(e); (g) all historical reports including data on Kiosk performance and forecasted performance with respect to Kiosks of the Seller’s goodwill primarily associated with the Business operated pursuant Business; (h) all “claims-made” insurance benefits of the Seller or any of its Affiliates existing on the date hereof, and rights to make future claims and collect proceeds therefrom, in each case, to the Retailer Agreementsextent primarily arising from or primarily relating to the conduct of the Business, but excluding privileged materialsthe Assets or the Assumed Liabilities; (i) all rights under all warranties, representations, and guarantees made by suppliers, distributors and contractors primarily associated with the Business; (j) any claims or causes of action of the Seller or any of its Affiliates against any third party primarily relating to the Business or the Assets, whether xxxxxx or inchoate, known or unknown, contingent or non-contingent; and (k) all other Assets listed on Schedule 2.1(k) of the Company Disclosure Letter.

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 ’s right, title and interest (as applicable) in and to the Purchased Intellectual Property, subject to the IP Encumbrances; (f) All of Seller's ’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 forecasted performance with respect to Kiosks associated with the Business operated pursuant to the Retailer Agreements, but excluding privileged materials.

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this AgreementAgreement and except for the Excluded Assets, Seller shall sell, assign, transfer and deliver to Buyer at Closingon the Closing Date, and Buyer shall purchase at on the ClosingClosing Date, all of the Acquired following Assets, free and clear of any Liens or liabilities (except for the Permitted Liens Encumbrances and the Assumed Liabilities). The Acquired Assets to be assigned, transferred and delivered liabilities assumed by Seller hereunder shall consist of the following (as well as such other assets specifically set forth Buyer in Schedule 2.1accordance with Section 2.5): (a) All Personal Property; (b) Subject to Section 4.14, all Assumed ContractsAll Leased Real Property; (c) All refunds of Taxes that accrue to Seller for which Buyer is liable under this AgreementOwned Real Property; (d) All Customer DataLicenses and Permits; (e) All of Seller's right, title and interest (as applicable) in and to the Purchased Intellectual Property, subject to the IP EncumbrancesAssumed Contracts; (f) All of Seller's right, title and interest (as applicable) in and to Purchased Software; andIntellectual Property; (g) All books, surveys, Each of the Station's technical information and data, documentation, manuals, reports, files, customer machinery and vendor lists, studies, specifications and similar records, including financial, relating to equipment warranties (i) the Acquired Assets, (ii) the operation of the Business to the extent such warranties are assignable), if any, maps, plans, diagrams, blueprints and schematics relating to such Station, if any, including filings with the Acquired Assets were used in FCC which relate to such operationsStation, and (iii) financial information goodwill relating exclusively to the foregoing; (h) All books and records relating to the business and operation of the Business (excluding any of the above Stations (excluding those described in, or relating solely to the Excluded Assets assets described in in, Section 2.2), including (Ai) executed copies of the Assumed Contracts, or if no executed agreement exists, summaries of each Assumed Contract transferred (Bi) To the extent assignable, all recordscomputer programs and software, 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 and all rights and interests of Seller in and to copy computer programs 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 software used or prepared in connection with the Businessbusiness or operations of any Station; (j) Except for claims relating to Taxes and all Choses in Action described in 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 any reports relating to pilot studies conducted in Japangoodwill, and all other assets, other than the Excluded Assets, used or held for use in connection with any Station or the business of the Seller. (Dl) all historical reports including data on Kiosk performance The proceeds (less the amount thereof used for reasonable capital expenditures and forecasted performance with respect to Kiosks associated with reasonable transaction fees and costs) received from the Business operated Alabama Department of Transportation in consideration of the sale of certain real property pursuant to the Retailer Agreements, but excluding privileged materialsproposed transaction and the proposed related capital expenditures described in Schedule 2.1(l).

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 Closingon the Closing Date, and Buyer shall purchase at on the ClosingClosing Date, all of Seller’s right, title and interest in and to all of the Assets against receipt by Seller of the Purchase Price, except the Excluded Assets set forth in Section 2.02 (the “Acquired Assets”), free and clear of any Liens or liabilities all Encumbrances other than Permitted Encumbrances; provided, however, that the sale, assignment, transfer and delivery of the Assigned Leases (except for as defined below) shall not occur on the Permitted Liens and Closing Date but shall be subject to the Assumed Liabilities)provisions of Section 6.10. The Acquired Assets to be assigned, transferred and delivered by Seller hereunder shall consist of include the following (as well as such other assets specifically set forth in Schedule 2.1):following: (a) All Personal PropertyCurrent Assets; (b) Subject to Section 4.14All Personal Property as listed on Schedule 2.01(b), including all Assumed Contractsrights and benefits of Seller under the lease agreements listed on Schedule 2.01(b) (the “Assigned Leases”); (c) All refunds Intellectual Property Rights, including to the extent transferable all rights and benefits of Taxes that accrue to Seller for which Buyer is liable under this Agreementthe license agreements included on Schedule 2.01(c) (the “Assigned Licenses”); (d) All Customer DataTo the extent transferable, all rights and benefits of Seller under the Contracts listed on Schedule 2.01(d) (together with the Assigned Leases and Assigned Licenses, the “Assigned Contracts”); (e) All of Seller's rightTo the extent transferable, title and interest (as applicable) in and to the Purchased Intellectual Property, subject to the IP Encumbrancesall Permits; (f) All Choses in Action of Seller's right, title and interest (as applicable) in and Seller relating to Purchased Software; andthe EGG Division; (g) All books, surveys, data, documentation, manuals, reports, files, customer and vendor lists, studies, specifications and similar records, including financial, relating to Business Records in Seller’s control or possession; and (ih) the Acquired Assets, (ii) the operation All other intangible assets 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 Seller 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 BusinessEGG Division, including any reports relating to pilot studies conducted in Japan, and (D) all historical reports including data on Kiosk performance and forecasted performance with respect to Kiosks associated with the Business operated pursuant to the Retailer Agreements, but excluding privileged materialsgoodwill.

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 Closingon the Closing Date, and Buyer shall purchase at on the ClosingClosing Date, all of the Seller’s right, title and interest in and to all of the Assets against receipt by Seller of the Purchase Price, except the Excluded Assets set forth in Section 2.02 (the “Acquired Assets”), free and clear of any Liens or liabilities (except for the all Encumbrances other than Permitted Liens and the Assumed Liabilities)Encumbrances. The Acquired Assets to be assigned, transferred and delivered by Seller hereunder shall consist of include the following (as well as such other assets specifically set forth in Schedule 2.1):following: (a) All Personal PropertyCurrent Assets; (b) Subject All Personal Property as listed on Schedule 2.01(b), including all rights and benefits of Seller under the lease agreements, to Section 4.14the extent assignable, all Assumed Contractslisted on Schedule 2.01(b) (the “Assigned Leases”); (c) All refunds Intellectual Property Rights to the extent assignable, including all rights and benefits of Taxes that accrue to Seller for which Buyer is liable under this Agreementthe license agreements included on Schedule 2.01(c) (the “Assigned Licenses”); (d) All Customer DataTo the extent assignable, all rights and benefits of Seller under the Contracts listed on Schedule 2.01(d) (together with the Assigned Leases and Assigned Licenses, the “Assigned Contracts”); (e) All To the extent transferable, all Permits of Seller's right, title and interest (as applicable) in and to the Purchased Intellectual Property, subject to the IP Encumbrances; (f) All Choses in Action 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 Business Records in Seller’s control or possession; (h) All of Seller’s equity interest in ePairs India; and (i) the Acquired Assets, (ii) the operation All other intangible assets 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)Seller, 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 forecasted performance with respect to Kiosks associated with the Business operated pursuant to the Retailer Agreements, but excluding privileged materialsgoodwill.