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, each Seller hereby agrees to sell, transfer, and deliver to Buyer on the Closing Date, and Buyer agrees to purchase, all of the tangible and intangible assets used or useful in connection with the conduct of the business or operations of the Station, together with any additions thereto between the date of this Agreement and the Closing Date, but excluding the assets described in Section 2.2, free and clear of any claims, liabilities, security interests, mortgages, liens, pledges, conditions, charges, or encumbrances of any nature whatsoever (except for liens for current taxes not yet due and payable), including the following: (a) The Tangible Personal Property; (b) The Real Property; (c) The Licenses; (d) The Assumed Contracts; (e) The Intangibles and all other intangible assets of each Seller relating to the Station that are not specifically included within the Intangibles; (f) All of each Seller's proprietary information, technical information and data, machinery and equipment warranties, maps, computer discs and tapes, plans, diagrams, blueprints, and schematics, including filings with the FCC relating to the business and operation of the Station; (g) All choses in action of either Seller relating to the Station, other than any claims made or to be made by either Seller in the litigation described in Schedule 3.15; and (h) All books and records relating to the business or operations of the Station, including executed copies of the Assumed Contracts, and all records maintained by Sellers pursuant to the rules and regulations of the FCC.

Agreement to Sell and Buy. 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 assets, both real and personal, used or useful in connection with the conduct of the business or operations operation of the Station, together with any additions thereto between the date of this Agreement and the Closing Date, but excluding the assets described in Section 2.2, free and clear of any claims, liabilities, security interests, mortgages, liens, pledges, conditions, charges, or encumbrances of any nature whatsoever (except for liens for current taxes not yet due and payable), including the following: (a) The Tangible Personal Property; (b) The Real Property; (c) The Licenses; (d) The Assumed Contracts; (e) The Intangibles and all other intangible assets of each Seller relating to the Station that are not specifically included within the Intangibles, including the goodwill of the Station, if any; (f) All Except for the documents described in Section 2.2(b), 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, schematics (including filings with the FCC relating to the business and operation of the Station) which are in the possession of Seller or to which Seller has access; (g) All choses in action of either Seller relating to the Station, other than any claims made or to be made by either Seller in the litigation described in Schedule 3.15; and (h) All Except for the documents described in Section 2.2(b), all books and records relating to the business or operations of the StationStation which are in the possession of Seller or to which Seller has access, including and all records required by the FCC to be kept by the Station and executed copies of the Assumed Contracts, and all records maintained by Sellers pursuant to the rules and regulations of the FCC.

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, each Seller hereby agrees to sell, transfer, and deliver to Buyer on the Closing Date, and Buyer agrees to purchase, all of the tangible and intangible assets used or useful in connection with the conduct of the business or operations of the Station, together with any additions thereto between the date of this Agreement and the Closing Date, but excluding the assets described in Section 2.2, free and clear of any claims, liabilities, security interests, mortgages, liens, pledges, conditions, charges, or encumbrances of any nature whatsoever (except for liens for current taxes not yet due and payable), including the following: (a) The Tangible Personal Property; (b) The Real Property; (c) The Licenses; (d) The Assumed Contracts; (e) The Intangibles and all other intangible assets of each Seller relating to the Station Station, other than the "WKES" call letters, that are not specifically included within the Intangibles, including the goodwill of the Station, if any; (f) All of each Seller's proprietary information, technical information and data, machinery and equipment warranties, maps, computer discs and tapes, plans, diagrams, blueprints, and schematics, including filings with the FCC relating to the business and operation of the Station; (g) All choses in action of either Seller relating to the StationAssets, other than any claims made including, without limitation, all choses in action arising from or relating to be made by either Seller in the litigation matter described in Schedule 3.152.1; and (h) All books and records relating to the business Assets or operations the technical operation of the Station, including executed copies of the Assumed Contracts, and all records maintained required by Sellers pursuant the FCC to be kept by the rules and regulations of the FCCStation.

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 Seller's right, title and interest in and to the tangible and intangible assets used or useful in connection with the conduct of the business or operations operation of the Station, together with any additions thereto between the date of this Agreement and the Closing Date, but excluding the assets described in Section 2.2, free and clear of any claims, liabilities, security interests, mortgages, liens, pledges, conditions, charges, or encumbrances of any nature whatsoever (except for liens for current taxes not yet due and payable), including the following: (a) The Tangible Personal Property; (b) The Real Property; (c) The Licenses; (d) The Assumed Contracts; (e) The Intangibles and all other intangible assets of each Seller relating to the Station that are not specifically included within the Intangibles, including the goodwill of the Station, if any; (f) All of each Seller's proprietary information, technical information and data, machinery and equipment warranties, maps, computer discs and tapes, plans, diagrams, blueprints, and schematics, including filings with the FCC relating to the business and operation of the Station; (g) All choses in action of either Seller relating to the Station, other than any claims made or to be made by either Seller in the litigation described in Schedule 3.15; and (hg) All books and records relating to the business or operations operation of the Station, including executed copies of the Assumed Contracts, and all records maintained required by Sellers pursuant the FCC to be kept by the Station but not including books and records related to the rules and regulations fundraising necessary for the operation of the FCCStation and other financial statements regarding Seller.

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, each Seller hereby agrees to sell, transfer, and deliver to Buyer on the Closing Date, and Buyer agrees to purchase, all of the tangible and intangible assets used or useful in connection with the conduct of the business or operations of the Station, together with any additions thereto between the date of this Agreement and the Closing Date, but excluding the assets described in Section 2.2, free and clear of any claims, liabilities, security interests, mortgages, liens, pledges, conditions, charges, or encumbrances of any nature whatsoever (except for liens for current taxes not yet due and payable), including the following: (a) The Tangible Personal Property; (b) The Real Property; (c) The Licenses; (d) The Assumed Contracts; (e) The Intangibles and all other intangible assets of each Seller relating to the Station that are not specifically included within the Intangibles, including the goodwill of the Station, if any; (f) All of each Seller's proprietary information, technical information and data, machinery and equipment warranties, maps, computer discs and tapes, plans, diagrams, blueprints, and schematics, including filings with the FCC relating to the business and operation of the Station; (g) All choses in action of either Seller relating to the Station, other than any claims made or those referred to be made by either Seller in the litigation described in Schedule 3.15Section 2.2(e) below; and (h) All books and records relating to the business or operations of the Station, including executed copies of the Assumed Contracts, and all records maintained required by Sellers pursuant the FCC to be kept by the rules and regulations of the FCCStation.

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, each 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 of Sellers used or useful in connection with the conduct of the business or operations of the Station, together with any additions thereto between the date of this Agreement and the Closing Date, but excluding the assets described in Section 2.2, free and clear of any claims, liabilities, security interests, mortgages, liens, pledges, conditions, charges, or encumbrances of any nature whatsoever (except for liens for current taxes not yet due and payable), including the following: (a) The Tangible Personal Property; (b) The Real Property; (c) The Licenses; (d) The Assumed Contracts; (e) The Intangibles and all other intangible assets of each Seller Sellers relating to the Station that are not specifically included within the Intangibles, including the goodwill of the Station, if any; (f) All of each Seller's Sellers' proprietary information, technical information and data, machinery and equipment warranties, maps, computer discs and tapes, plans, diagrams, blueprints, and schematics, including filings with the FCC relating to the business and operation of the Station; (g) All choses in action of either Seller Sellers relating to the Station, other than any claims made or to be made by either Seller in the litigation described in Schedule 3.15; and (h) All books and records relating to the business or operations of the Station, including executed copies of the Assumed Contracts, and all records maintained required by Sellers pursuant the FCC to be kept by the rules and regulations of the FCCStation.

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, each Seller hereby agrees to sell, transfer, and deliver to Buyer on the Closing Date, and Buyer agrees to purchase, all of the tangible and intangible assets used or useful in connection with the conduct of the business or operations of the Station, together with any additions thereto between the date of this Agreement and the Closing Date, but excluding the assets described in Section 2.2, free and clear of any claims, liabilities, security interests, mortgages, liens, pledges, conditions, charges, or encumbrances of any nature whatsoever (except for liens for current taxes not yet due and payable), including the following: (a) The Tangible Personal Property; (b) The Real Property; (c) The Licenses; (d) The Assumed Contracts; (e) The Intangibles and all other intangible assets of each Seller relating to the Station that are not specifically included within the Intangibles, including the goodwill 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 Station; (g) All choses in action of either Seller relating to the Station, other than any claims made or to be made by either Seller in the litigation described in Schedule 3.15; and (h) All books and records relating to the business or operations of the Station, including executed copies of the Assumed Contracts, and all records maintained required by Sellers pursuant the FCC to be kept by the rules and regulations of the FCCStation.