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 and effective as of the Effective Date, Seller hereby agrees to transfer and deliver to Buyer, and Buyer agrees to purchase, free and clear of any Encumbrances other than Permitted Encumbrances, 80.1% of the Assets, including, but not limited to, Seller’s right, title, and interest in and to: (a) all Assumed Contracts; (b) all Real Property; (c) all Licenses; (d) all Intellectual Property; (e) all Personal Property; (f) all files, books and other records relating solely to the Business, including, without limitation, executed copies of the Assumed Contracts or, if no executed agreement exists, summaries of the Assumed Contracts, marketing information, sales records, and price, customer, lead, mailing, circulation, purchaser and all other lists and files; (g) software related to the computer programs used in the operation of the Business owned by Seller and transferable under applicable license agreements, including, without limitation, those listed on Schedule ‎2.1(g) hereto; (h) all of Seller’s goodwill in and going concern value of the Business; (i) all inventory used in connection with the Business; (j) all Accounts Receivable; (k) all prepaid expenses and deposits of Seller with third parties in respect of the Assets (“Seller Deposits”); (l) all claims, causes of action and choses in action of Seller against third parties relating to the Assets or Business, but excluding claims, causes of action and choses in action against third parties related to the Excluded Assets and the Excluded Liabilities; (m) all intangible assets of Seller relating to the Business not specifically described above; and (n) available cash of Seller.

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement and effective as Agreement, upon the consummation of the Effective Datepurchase and sale (the “Closing”), Seller hereby agrees to transfer sell, transfer, assign and deliver to BuyerBuyer on the date of the Closing (the “Closing Date”), free and clear of debts, security interests, liens and encumbrances, other than liens for taxes not yet due and payable, and Buyer agrees to purchase, free and clear of any Encumbrances other than Permitted Encumbrances, 80.1% of the Assets, including, but not limited to, purchase from Seller’s right, title, and interest in and to: (a) all Assumed ContractsThe FCC Licenses, construction permits and, other instruments of authorization, if any; (b) Technical information and data, engineering records, files, and computer disks used by Seller in connection with the Stations, and any and all Real Propertyrecords required by the FCC to be kept by the Seller concerning the Stations; (c) all LicensesIntangible property rights and interests owned by Seller and used or useful in the business and operations of the Stations; (d) all Intellectual Property;Each contract listed on Schedule 1.1(d) hereto and any other contract entered into by Seller between the date of this Agreement and the Closing Date that Buyer agrees in writing to assume; and (e) The tangible personal property listed on Schedule 1.1(e) hereto including all Personal Property;of Seller’s right, title and interest in and to all express and implied warranties of third parties that are transferable and continue in effect following the Closing with respect to the tangible personal property listed on Schedule 1.1(e), and all equipment used or to be used to construct and operate the Modified Station Facilities (as defined herein); and (f) all filesAll warranties and guarantees from lessors, books and vendors, suppliers, manufacturers or other records relating solely to the Business, including, without limitation, executed copies of the Assumed Contracts or, if no executed agreement exists, summaries of the Assumed Contracts, marketing information, sales recordsthird parties, and priceall rights, customerrefunds, leadrecoveries, mailingcounterclaims, circulationrights to offset, purchaser and all other lists and files; (g) software related to the computer programs used in the operation of the Business owned by Seller and transferable under applicable license agreements, including, without limitation, those listed on Schedule ‎2.1(g) hereto; (h) all of Seller’s goodwill in and going concern value of the Business; (i) all inventory used in connection with the Business; (j) all Accounts Receivable; (k) all prepaid expenses and deposits of Seller with third parties in respect of the Assets (“Seller Deposits”); (l) all claims, causes of action and choses in action of Seller and claims against third parties relating parties, in any case only to the Assets or Business, but excluding claims, causes of action and choses in action against third parties extent related to the Excluded Assets and the Excluded Liabilities; (m) all intangible assets of Seller relating an asset being assigned to the Business not specifically described above; and (n) available cash of SellerBuyer.

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement and effective as of the Effective DateAgreement, Seller hereby agrees to sell, assign, transfer and deliver to BuyerBuyer on the Closing Date, and Buyer hereby agrees to purchasepurchase on the Closing Date, all of the Assets, free and clear of any Encumbrances other than Liens or liabilities (except for Permitted EncumbrancesLiens and liabilities assumed by Buyer in accordance with Section 2.4). The Assets to be assigned, 80.1% of transferred and delivered by Seller hereunder shall include the Assets, including, but not limited to, Seller’s right, title, and interest in and tofollowing: (a) all Assumed ContractsAll Personal Property; (b) all All Leased Real Property; (c) all LicensesAll Owned Real Property; (d) all All Licenses and Permits; (e) All Assumed Contracts; (f) All Intellectual Property; (eg) all Personal PropertyAll Accounts Receivable; (fh) all filesAll technical information and data, machinery and equipment warranties (to the extent such warranties are assignable), if any, maps, plans, diagrams, blueprints and schematics of Seller, if any, and goodwill relating to the foregoing; (i) All books and other records relating solely to of Seller (excluding those included in the BusinessExcluded Assets), including, without limitation, including executed copies of the Assumed Contracts or, if no executed agreement exists, summaries of the Assumed Contracts, marketing information, sales records, and price, customer, lead, mailing, circulation, purchaser and all other lists and files; (g) software related to the computer programs used in the operation of the Business owned by Seller and transferable under applicable license agreements, including, without limitation, those listed on Schedule ‎2.1(g) hereto; (h) all of Seller’s goodwill in and going concern value of the Business; (i) all inventory used in connection with the Business; (j) To the extent assignable, all Accounts Receivablecomputer programs and software, and all rights and interests of Seller in and to any computer programs and software; (k) Except for claims relating to Taxes, and the Choses in Action described in Schedule 2.2(e), all prepaid expenses and deposits Choses in Action of Seller with third parties in respect of the Assets (“Seller Deposits”);Seller; and (l) all claims, causes of action and choses in action of Seller against third parties relating to the Assets or Business, but excluding claims, causes of action and choses in action against third parties related to the Excluded Assets and the Excluded Liabilities; (m) all All intangible assets of Seller relating to the Business not specifically described above; and (n) available cash , including goodwill of the Business, and all other assets owned, leased or licensed by Seller, other than the Excluded Assets.

Agreement to Sell and Buy. Subject to the terms terms, conditions and conditions provisions set forth in this Agreement Agreement, Seller hereby transfers and delivers to Buyer on the Closing Date, and Buyer purchases and receives, effective as of the Effective Closing Date, all right, title and interest of Seller hereby agrees (itself or of a member of the RZ Group) in and to transfer and deliver to Buyerthe TI Assets, and Buyer agrees to purchasewhich are more particularly described in Section 2.1 hereof, are conveyed, free and clear of any Encumbrances other than claims, liabilities, liens, pledges or encumbrances of any nature whatsoever, except for the Permitted Encumbrances, 80.1% of the Assets, including, but not limited to, Seller’s right, titleLien, and interest in and toinclude the following: (a) all Assumed Contractscomputers, computer servers, test equipment, printers and laptops and other computer equipment (including spare parts) and Software allocated exclusively to or used exclusively in connection with the business of the TI Business; (b) all Real Propertymachinery and equipment (including spare parts), business machines, automobiles and other vehicles or components thereof, furniture, fixtures, supplies, models, capital improvements in process, tools and all other tangible personal property allocated exclusively to or used exclusively in connection with the TI Business ; (c) all Licensesmarketing materials, investor materials and inventory that are used exclusively in connection with the TI Business; (d) all Intellectual Propertyeasements, rights of way, servitudes, leases, permits, licenses or options used or held for use in connection with the TI Business; (e) all Personal Propertyaccounts receivable, notes receivable, reserves, prepaid deposits, and prepaid expenses allocated to or used in connection with the TI Business; (f) all filesrights and claims, books whether mature, contingent or otherwise, against third parties, whether in tort, contract or otherwise, including, without limitation, causes of action, unliquidated rights and claims under or pursuant to all warranties, representations and guarantees made by manufacturers, suppliers or vendors, claims for refunds, rights of off-set and credits of all kinds and all other records relating solely general intangibles, to the extent related to the TI Business; (g) all authorizations, consents, approvals, licenses, orders, permits and exemptions of, and filings or registrations with, any governmental authority, to the extent pertaining to the TI Business and transferable by the RZ Group; (h) all of the Intellectual Property of the RZ Group related to the TI Business, including all marketing and promotional materials incorporating or utilizing any of the Marks related to the TI Business; (i) all rights under any executory contract to which any member of the RZ Group is a party and which is related to the TI Business, including, without limitation, executed copies any license agreement, security agreement, indemnity agreement, subordination agreement, mortgage, equipment lease and other lease or sublease (whether or not capitalized), conditional sale or title retention agreement and any purchase order from any customer; and (j) all other assets used or useful in the conduct of the Assumed Contracts or, if no executed agreement exists, summaries business of the Assumed ContractsTI Business, marketing informationwhether or not reflected on the books and records of the TI Business, sales records, and price, customer, lead, mailing, circulation, purchaser and all other lists and files; (g) software related but essential or useful to the computer programs used in the operation continuation of the Business owned by Seller and transferable under applicable license agreementsbusiness of the TI Business, including, without limitation, those listed on Schedule ‎2.1(g) hereto; all credit balances of or inuring to the RZ Group under any state unemployment compensation plan or fund (h) all of Seller’s goodwill in and going concern value of the Business; (i) all inventory used related to employees who perform work in connection with the TI Business; (j) ), employment contracts, restrictive covenants and obligations of present and former employees, agents, representatives, independent contractors and others who perform or performed work in connection with the TI Business, and all Accounts Receivable; (k) all prepaid expenses books, records, files and deposits of Seller with third parties in respect papers relating to, or useful or necessary to the conduct of, the business of the Assets (“Seller Deposits”); (l) all claims, causes of action and choses in action of Seller against third parties relating to the Assets or TI Business, but excluding claims, causes of action and choses in action against third parties including those related to the Excluded Assets and the Excluded Liabilities; (m) all intangible assets of Seller relating to the Business not specifically described above; and (n) available cash of Sellercorporate, contractual or regulatory compliance.

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement and effective as of the Effective DateAgreement, Seller Celarix hereby agrees to transfer sell, transfer, and deliver to BuyerGXS Holdings or its designee on the Closing Date, and Buyer GXS Holdings agrees to purchase, or cause its designee to purchase, all of the tangible and intangible assets used in, useful for or otherwise associated with the Business, 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 Encumbrances other than Permitted Encumbrancesclaims, 80.1% liabilities, security interests, mortgages, liens, pledges, conditions, charges, or encumbrances of the Assetsany nature whatsoever (except for liens for current Taxes not yet due and payable), including, but not limited towithout limitation, Seller’s right, title, and interest in and tothe following: (a) All cash on hand as of the Closing and all Assumed Contractsother cash in any of Celarix’s bank accounts, less any cash reserved by Celarix in its reasonable discretion to cover any post-closing liabilities not assumed by GXS Holdings or its designee hereunder; (b) all Real All Tangible Personal Property; (c) all LicensesAll Real Property Interests; (d) all Intellectual PropertyAll Licenses; (e) all Personal PropertyAll Assumed Contracts; (f) all files, books and other records relating solely to the Business, including, without limitation, executed copies of the Assumed Contracts or, if no executed agreement exists, summaries of the Assumed Contracts, marketing information, sales records, and price, customer, lead, mailing, circulation, purchaser and all other lists and filesAll Accounts Receivable; (g) software related All Intellectual Property and all intangible assets of Celarix used in, useful for or otherwise associated with the Business that are not specifically included within the Intellectual Property; all of Celarix’s rights with respect to telephone numbers, telephone directory listings and advertisements relating to the computer programs used in the operation Business, and all of the Business owned by Seller and transferable under applicable license agreements, including, without limitation, those listed on Schedule ‎2.1(g) heretogoodwill relating to the Business; (h) all All of SellerCelarix’s goodwill in proprietary information, customer lists, prospect lists, supplier lists, technical information and going concern value of data, machinery and equipment warranties, data bases, computer media, sales and marketing materials used in, useful for or otherwise associated with the Business; (i) all inventory used in connection with All claims, actions, causes of action and other legal rights and remedies, whether or not known as of the Closing Date, relating to Celarix’s ownership of the Assets and/or the operation of the Business, but excluding causes of action and other legal rights and remedies of Celarix (1) against GXS Holdings with respect to the transactions contemplated by this Agreement; or (2) relating to Celarix’s right to receive $100,000 from MDI in October 2003; or (3) relating exclusively to Celarix’s assets described in Section 2.2 or to Celarix’s liabilities not assumed hereunder; (j) all Accounts Receivable;All interests in the Key Man Life Insurance Policies to the extent premiums with respect to such policies have been prepaid by Celarix; and (k) all prepaid expenses All books and deposits of Seller with third parties in respect of the Assets (“Seller Deposits”); (l) all claims, causes of action and choses in action of Seller against third parties records relating to the Assets or Business, but excluding claims, causes including executed copies of action and choses in action against third parties related to the Excluded Assets and the Excluded Liabilities; (m) all intangible assets of Seller relating to the Business not specifically described above; and (n) available cash of SellerAssumed Contracts.

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement and effective as of the Effective DateAgreement, each Seller hereby agrees to transfer and deliver to BuyerBuyer on the Closing Date, and Buyer agrees to purchasepurchase on the Closing Date all of the Assets used by such Seller in connection with the operation of the Business, free and clear of any Encumbrances other than Permitted Encumbrancesliabilities, 80.1% mortgages, liens, pledges, conditions or encumbrances of the Assetsany nature whatsoever, including, including but not limited to, Seller’s right, title, and interest in and to: (a) all All Personal Property; (b) All Assumed Contracts; (bc) all All Real Property; (cd) All of Seller’s right, title and interest in and to all Licenses; (d) all Intellectual Property; (e) all Personal All Intellectual Property; (f) all All files, books and other records relating solely to the Business, including, without limitation, executed copies of the Assumed Contracts or, if no executed agreement exists, summaries of the Assumed Contracts, price lists, marketing information, sales records, and price, customer, lead, mailing, circulation, purchaser and all other customer lists and files; (g) software Software related to the computer programs used in the operation of the Business owned by Seller (and the Computer Documentation pertaining thereto) and transferable under applicable license agreements, including, including without limitation, those listed on Schedule ‎2.1(g2.1(g) hereto; (h) all All of Seller’s goodwill in and going concern value of the Business; (i) all inventory used in connection with the BusinessAll Prepaid Accounts; (j) all All Acquired Accounts Receivable; (k) all All credits, prepaid expenses expenses, deferred charges, advance payments, security deposits and deposits of Seller with third parties in respect of the Assets (“Seller Deposits”);owned, used, or held for use by any Seller; and (l) all claimsAll cash on hand and in banks and other cash items and equivalents of Seller, causes of action and choses in action of Seller against third parties relating each case, only to the Assets or Business, but excluding claims, causes extent such amounts were collected in respect of action and choses in action against third parties related to the Excluded Assets and the Excluded Liabilities; (m) all intangible assets of Seller relating to the Business not specifically described above; and (n) available cash of SellerAcquired Accounts Receivable.

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement and effective as of the Effective DateAgreement, Seller hereby agrees to transfer and deliver to BuyerBuyer on the Closing Date, and Buyer agrees to purchase, all of the Assets, free and clear of any Encumbrances other than Permitted Encumbrancesclaims, 80.1% liabilities, mortgages, liens, pledges, conditions, charges, or encumbrances of any nature whatsoever (except for (i) liens for taxes not yet due and payable; (ii) minor defect and irregularities as long as such defects and irregularities in the aggregate do not materially impact the value, market ability or use of the AssetsAssets as a whole and (iii) for those permitted in accordance with Section 2.5, including3.5 or 3.6 below) herein sometimes collectively referred to as "Permitted Liens", but not limited to, Seller’s right, title, and interest in and tomore specifically described as follows: (a) all Assumed ContractsThe Personal Property; (b) all The Real Property; (c) all The Licenses; (d) all Intellectual PropertyThe Assumed Contracts; (e) Goodwill and all Personal Propertytrademarks, trade names, service marks and all other information and similar intangible assets relating to the Station, including those listed in Schedule 3.9 hereto; (f) all filesAll of the Seller's proprietary information, books and other records relating which relate solely to the BusinessStation, including, including without limitation, technical information and data, machinery and equipment warranties, maps, computer discs and tapes, plans, diagrams, blueprints, and schematics, including filings with the FCC which relate to the Station, if any; (g) All choses in action and rights under warranties of Seller insofar as they relate to the Station or the Assets, if any; (h) All books and records relating exclusively to the business or operations of the Station, including executed copies of the Assumed Contracts or, if no executed agreement exists, summaries of the Assumed Contracts, marketing information, sales records, and price, customer, lead, mailing, circulation, purchaser and all other lists and files; (g) software related records required by the FCC to be kept, subject to the computer programs used in the operation of the Business owned by Seller and transferable under applicable license agreements, including, without limitation, those listed on Schedule ‎2.1(g) hereto; (h) all of Seller’s goodwill in and going concern value of the Business; (i) all inventory used in connection with the Business; (j) all Accounts Receivable; (k) all prepaid expenses and deposits right of Seller with third parties in respect of the Assets to have such books and records made available to Seller for a reasonable period, not to exceed four (“Seller Deposits”); (l4) all claims, causes of action and choses in action of Seller against third parties relating to the Assets or Business, but excluding claims, causes of action and choses in action against third parties related to the Excluded Assets and the Excluded Liabilities; (m) all intangible assets of Seller relating to the Business not specifically described above; and (n) available cash of Selleryears.