Assets Purchased. Seller agrees to grant, bargain, sell, convey and ---------------- assign to Purchaser and Purchaser agrees to purchase from Seller, on the terms and conditions set forth in this Agreement, Seller's entire right, title and interest in and to the following: (a) the Leased Real Estate for those parcels of property specified in Exhibit C attached hereto together with any and all easements for ingress, --------- egress and utilities which are attendant to the Leased Real Estate; (b) the Owned Real Estate specified in Exhibit B attached hereto together --------- with any and all attendant easements for ingress, egress and utilities serving the Owned Real Estate; (c) the Towers and Improvements owned by Seller which are constructed upon the Real Estate which are more particularly described in Exhibit A attached --------- hereto; (d) those subleases, licenses and other agreements which grant others a right to use or occupy a portion of the Towers owned or leased by Seller which are located on the Real Estate or a right to use or occupy a portion of the Improvements which have been constructed on the Real Estate ("Antenna Space Leases"). Said Antenna Space Leases are specified in Attachment C attached ------------ hereto; (e) the following items for each Site: (i) any Federal Aviation Administration application, responses, approvals and registration numbers submitted or received by Seller; ____________________ /3/ The total purchase price under all five asset acquisition agreements was $16,500,000. (ii) any zoning permits and approvals, variances, building permits and such other federal, state or local governmental approvals which have been gained or for which Seller has made application; (iii) any construction, engineering and architectural drawings and related site plan and surveys pertaining to the construction of the Towers and Improvements; (iv) any title reports, commitments for title insurance, ownership and encumbrance reports, title opinion letters, copies of instruments in the chain of title or any other information which may have been produced regarding title to the Site; and (v) any environmental assessments including phase I reports and any environmental reports involving contemporaneous or subsequent intrusive testing, the "FCC Checklist" performed pursuant to NEPA requirements and any other information which may have been produced regarding the environmental condition of the Sites. The Real Estate, Towers, Improvements and Antenna Space Leases may hereinafter be collectively referred to in this Agreement as the "ASSETS". Between the date of this Agreement and the Closing Date, Seller will promptly disclose to Purchaser in writing any information set forth in the representations, warranties, covenants and Schedules herein that is no longer accurate for any reason or any such information that would render such representations, warranties, covenants or Schedules inaccurate if made or delivered on any date between the date hereof and the Closing Date. On and after the Closing Date Seller agrees to give such further assurances and to execute, acknowledge and deliver such bills of sale, deeds, assignments, acknowledgments and other instruments of conveyance and transfer and other documents and do such other acts and things as in the mutual judgment of Purchaser and Seller shall be necessary and reasonable to effectively vest in Purchaser the full legal and equitable title of the Assets that are transferred to Purchaser under this Agreement, free and clear of all liens and encumbrances.
Appears in 1 contract
Assets Purchased. Seller Airadigm agrees to grant, bargain, sell, convey and ---------------- assign to Purchaser SpectraSite and Purchaser SpectraSite agrees to purchase from SellerAiradigm, on the terms and conditions set forth in this Agreement, SellerAgreement Airadigm's entire right, title and interest in and to the following:
(a) the Leased Real Estate for those parcels of property ground leases specified in Exhibit C Schedule I attached hereto ("Prime Leases") together with any and all easements for ingress, --------- egress and utilities which are attendant to the Leased Real EstatePrime Leases;
(b) the Owned Real Estate specified in Exhibit B attached hereto together --------- with any those towers, tower foundations, utilities, fences, landscaping and all attendant easements for ingress, egress and utilities serving the Owned Real Estate;
(c) the Towers and Improvements other improvements owned by Seller Airadigm which are constructed upon the Real Estate which are more particularly real property described in Exhibit A the Prime Leases (collectively "Tower Facilities") specified in Schedule III attached --------- hereto;
(dc) those subleases, licenses and other agreements which grant others a right to use or occupy a portion of the Towers owned real property described in the Prime Leases or leased by Seller which are located on the Real Estate or grant a right to use or occupy a portion of the Improvements which have been constructed space on the Real Estate Tower Facilities owned by Airadigm which are located on the real property described in the Prime Leases ("Antenna Space LeasesCollocation Agreements"). Said Antenna Space Leases Collocation Agreements are specified in Attachment C Schedule IV attached ------------ hereto;
(ed) the following items for each Site:Site (to the extent available and assignable):
(i) any the Federal Aviation Administration application, responses, approvals and registration numbers submitted or received by Seller; ____________________ /3/ The total purchase price under all five asset acquisition agreements was $16,500,000.Airadigm;
(ii) any the zoning permits and approvals, variances, building permits and such other federal, state or local governmental approvals which have been gained or for which Seller Airadigm has made application;
; (iii) any the construction, engineering and architectural drawings and related site plan and surveys pertaining to the construction of the Towers and Improvements;
Tower Facilities; (iv) any the geotechnical report which has been commissioned by Airadigm; (v) the title reports, commitments for title insurance, ownership and encumbrance reports, title opinion letters, copies of instruments in the chain of title or any other information which may have been produced regarding title to the Site; and
(vvi) any the environmental assessments including phase I reports and any environmental reports involving contemporaneous or subsequent intrusive testing, the "FCC Checklist" performed pursuant to NEPA requirements and any other information which may have been produced regarding the environmental condition of the SitesSites or neighboring real property; and (vii) any other information written or otherwise regarding the due diligence investigation made by Airadigm or its agents, independent contractors or employees regarding the Site. The Real Estateitems described in paragraphs 1(d) may hereinafter be collectively referred to as "Due Diligence Items" and shall be more particularly described in the Assignment of Prime Lease for each Site, Towersa copy of the prototype Assignment of Prime Leases is attached hereto as Attachment A. The Prime Leases, Improvements Tower Facilities, Collocation Agreements and Antenna Space Leases Due Diligence Items may hereinafter be collectively referred to in this Agreement as the "ASSETSAssets". Between the date of this Agreement and the Closing Date, Seller Airadigm will promptly disclose to Purchaser SpectraSite in writing any information set forth in the representations, warranties, covenants and Schedules herein that is no longer materially accurate for any reason or any such information that would render such representations, warranties, covenants or Schedules materially inaccurate if made or delivered on any date between the date hereof and the Closing Date. On and after the Closing Date Seller Airadigm agrees to give such further assurances and to execute, acknowledge and deliver such bills of sale, deeds, assignments, acknowledgments acknowledgements and other instruments of conveyance and transfer and other documents and do such other acts and things as in the mutual judgment of Purchaser and Seller SpectraSite shall be necessary and reasonable to effectively vest in Purchaser SpectraSite the full legal and equitable title of the Assets that are transferred to Purchaser SpectraSite under this Agreement, free and clear of all liens and encumbrances.
Appears in 1 contract
Samples: Asset Purchase Agreement (Spectrasite Holdings Inc)
Assets Purchased. Seller Amica agrees to grant, bargain, sell, convey and ---------------- assign to Purchaser SpectraSite and Purchaser SpectraSite agrees to purchase and accept from SellerAmica, on the terms and conditions set forth in this Agreement, SellerAgreement Amica's entire right, title and interest in and to the following:
(a) the Leased Real Estate for those parcels of property ground leases specified in Exhibit C Schedule I attached hereto ("Prime Leases") together with any and all easements for ingress, --------- egress and utilities which are attendant to the Leased Real EstatePrime Leases;
(b) those towers, materials and other tangible property owned by Amica which have been purchased for the Owned Real Estate Sites whether or not said assets have been affixed to the Sites described in the Prime Leases (collectively "Personal Property") specified in Exhibit B Schedule II attached hereto together --------- with any and all attendant easements for ingress, egress and utilities serving the Owned Real Estatehereto;
(c) the Towers and Improvements owned by Seller which are constructed upon the Real Estate which are more particularly described in Exhibit A attached --------- hereto;
(d) those subleases, licenses and other agreements which grant others a right to use or occupy a portion of the Towers owned or leased by Seller which are located on the Real Estate or a right to use or occupy a portion of the Improvements which have been constructed on the Real Estate ("Antenna Space Leases"). Said Antenna Space Leases are specified in Attachment C attached ------------ hereto;
(e) the following items as the case may be for each Site:
(i) any the Federal Aviation Administration application, responses, approvals and registration numbers submitted or received by Seller; ____________________ /3/ The total purchase price under all five asset acquisition agreements was $16,500,000.Amica;
(ii) any the zoning permits and approvals, variances, building permits and such other federal, state or local governmental approvals which have been gained or for which Seller Amica has made application;
(iii) any the construction, engineering and architectural drawings and related site plan and surveys pertaining to the construction of the Towers and ImprovementsTower Facilities;
(iv) any the geotechnical report which has been commissioned by Amica;
(v) the title reports, commitments for title insurance, ownership and encumbrance reports, title opinion letters, copies of instruments in the chain of title or any other information which may have been produced regarding title to the Site; and;
(vvi) any the environmental assessments including phase I reports and any environmental reports involving contemporaneous or subsequent intrusive testing, the "FCC Checklist" performed pursuant to NEPA requirements testing and any other information which may have been produced regarding the environmental condition of the SitesSites or neighboring real property; and
(vii) any other information written or otherwise regarding the due diligence investigation made by Amica or its agents, independent contractors or employees regarding the Site. The Real Estateitems described in paragraphs 1(c) may hereinafter be collectively referred to as "Due Diligence Items" and shall be more particularly described in the Assignment of Prime Lease for each Site. A copy of the prototype Assignment of Prime Leases is attached hereto as Attachment A. The Prime Leases, Towers, Improvements Personal Property and Antenna Space Leases Due Diligence Items may hereinafter be collectively referred to in this Agreement as the "ASSETSAssets". Between the date of this Agreement and the Closing Date, Seller Amica will promptly disclose to Purchaser SpectraSite in writing any information set forth in the representations, warranties, covenants and Schedules herein that is no longer accurate for any reason or any such information that would render such representations, warranties, covenants or Schedules inaccurate if made or delivered on any date between the date hereof and the Closing Date. On and after the Closing Date Seller Amica agrees to give such further assurances and to execute, acknowledge and deliver such bills of sale, deeds, assignments, acknowledgments and other instruments of conveyance and transfer and other documents and do such other acts and things as in the mutual reasonable judgment of Purchaser and Seller SpectraSite shall be necessary and reasonable to effectively vest in Purchaser SpectraSite the full legal and and/or equitable title of the Assets that are transferred to Purchaser SpectraSite under this Agreement, free and clear of all liens and encumbrances.
Appears in 1 contract
Samples: Asset Purchase Agreement (Spectrasite Holdings Inc)
Assets Purchased. Seller agrees to grantExcept as otherwise set forth herein, bargain, sell, convey and ---------------- assign to Purchaser and Purchaser agrees to purchase from Seller, on upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall purchase or cause an Affiliated Buyer to purchase from Parent or an Affiliated Seller's entire right, title and interest Parent shall sell, convey, transfer, assign and deliver (in and to the following:
(a) the Leased Real Estate for those parcels of property specified in Exhibit C attached hereto together with any and all easements for ingress, --------- egress and utilities which are attendant to the Leased Real Estate;
(b) the Owned Real Estate specified in Exhibit B attached hereto together --------- with any and all attendant easements for ingress, egress and utilities serving the Owned Real Estate;
(c) the Towers and Improvements owned by Seller which are constructed upon the Real Estate which are more particularly described in Exhibit A attached --------- hereto;
(d) those subleases, licenses and other agreements which grant others a right to use or occupy a portion case of the Towers owned Purchased Assets (as defined below) that are held by Parent), or leased by shall cause an Affiliated Seller which are located on to sell, convey, transfer, assign and deliver (in the Real Estate or a right to use or occupy a portion case of the Improvements which have been constructed on the Real Estate ("Antenna Space Leases"). Said Antenna Space Leases are specified in Attachment C attached ------------ hereto;
(e) the following items for each Site:
(i) any Federal Aviation Administration application, responses, approvals and registration numbers submitted or received by Seller; ____________________ /3/ The total purchase price under all five asset acquisition agreements was $16,500,000.
(ii) any zoning permits and approvals, variances, building permits and such other federal, state or local governmental approvals which have been gained or for which Seller has made application;
(iii) any construction, engineering and architectural drawings and related site plan and surveys pertaining to the construction of the Towers and Improvements;
(iv) any title reports, commitments for title insurance, ownership and encumbrance reports, title opinion letters, copies of instruments in the chain of title or any other information which may have been produced regarding title to the Site; and
(v) any environmental assessments including phase I reports and any environmental reports involving contemporaneous or subsequent intrusive testing, the "FCC Checklist" performed pursuant to NEPA requirements and any other information which may have been produced regarding the environmental condition of the Sites. The Real Estate, Towers, Improvements and Antenna Space Leases may hereinafter be collectively referred to in this Agreement as the "ASSETS". Between the date of this Agreement and the Closing Date, Seller will promptly disclose to Purchaser in writing any information set forth in the representations, warranties, covenants and Schedules herein that is no longer accurate for any reason or any such information that would render such representations, warranties, covenants or Schedules inaccurate if made or delivered on any date between the date hereof and the Closing Date. On and after the Closing Date Seller agrees to give such further assurances and to execute, acknowledge and deliver such bills of sale, deeds, assignments, acknowledgments and other instruments of conveyance and transfer and other documents and do such other acts and things as in the mutual judgment of Purchaser and Seller shall be necessary and reasonable to effectively vest in Purchaser the full legal and equitable title of the Purchased Assets that are transferred held by the Affiliated Sellers), to Purchaser under this AgreementBuyer or an Affiliated Buyer, free and clear of all liens Liens other than Permitted Liens, all of the respective right, title and encumbrancesinterest of the EPD Group Members in and to the following assets, properties and rights used or held for use by any EPD Group Member in the Business (collectively, the “Purchased Assets”) (provided that neither Buyer nor Affiliated Buyers will be required to purchase Purchased Assets to the extent held by Acquired Entities, but such Purchased Assets will or shall constitute Purchased Assets for all other purposes of this Agreement), including:
(a) (i) Other than the Embedded Manufacturing Campuses, the Owned Real Property, (ii) the Leased Real Property, (iii) all rights, easements and privileges appurtenant or relating to the Owned Real Property and the Leased Real Property, and all buildings, fixtures and improvements located thereon and all such items under construction thereon, and (iv) with respect to the Embedded Manufacturing Campuses, certain rights and interests as more fully described on Schedule 4.11(a)(i) under the heading “Transferred Interests In Embedded Manufacturing Campuses” (collectively, the “Transferred Real Property”);
(b) All machinery, tools, equipment, computers, hardware, gauges, parts, furniture, office equipment, supplies, vehicles and other tangible personal property (other than as specifically set forth below with respect to Inventory and Books and Records) owned or leased by any EPD Group Member, that is (i) located on the Transferred Real Property (other than the Embedded Manufacturing Campuses) as of the date hereof or any subsequent time prior to Closing, other than any such tangible personal property described on Schedule 2.01(b); (ii) used or held for use by any EPD Group Member primarily in connection with the Business or (iii) reflected on the most recent balance sheet included in the Business Financial Statements, except for items sold, transferred or disposed of in the Ordinary Course of Business since December 31, 2006;
(c) The Inventory;
(d) To the extent transferable, all rights under Permits (including Environmental Permits), used or held for use by any EPD Group Member pertaining primarily to the Business or the Purchased Assets and all applications and renewals for any of the same;
(i) The Business Intellectual Property (including the Intellectual Property listed or described on Schedule 2.01(e)) (collectively, the “Purchased Intellectual Property”) including the rights to use the Goodyear Name and Marks and other names and marks as provided in Section 6.07 and in the Trademark License Agreement, and (ii) the right to use certain software developed internally by Parent and/or its Affiliates used or held for use primarily or exclusively in the Business as described on Schedule 2.01(e) under the heading “Proprietary Software”, in addition to any rights provided to the Buyer Group pursuant to the Other Agreements; provided, however, that all Business Intellectual Property, including the rights to use the Goodyear Names and Marks, held as of the date hereof or as of the Closing Date (x) by Parent or any of the Affiliated Sellers that is organized in any state of the United States shall be acquired by or licensed to a Buyer Group Member that is organized in any state of the United States and (y) by Goodyear Canada Inc. shall be acquired by or licensed to a Buyer Group Member that is organized in Canada;
(f) All rights of any EPD Group Member under (A) except as set forth on Schedule 2.02(g), the Material Contracts, (B) any other Agreements relating primarily or exclusively to the Business and (C) any confidentiality Agreements entered into by Parent or any of its Affiliates with third Persons regarding the sale of the Business (collectively, the “Assigned Contracts”); provided, however, notwithstanding any other provision contained herein, in no event shall Parent be required to provide copies of any Agreements described in clause (C) prior to the Closing Date;
(g) All rights under purchase orders pertaining to the Business for deliveries of products or services sold by or to the Business scheduled to take place after the Closing Date (the “Assigned Purchase Orders”);
(h) All prepayments (including security deposits) of any EPD Group Member to the extent pertaining to the Business or the Purchased Assets;
(i) In the manner described in Section 6.06, (A) the Books and Records pertaining solely to the Business or the Purchased Assets in the possession, custody or control of Parent or any of its Affiliates, and (B) copies of all other Books and Records to the extent relating to the Business in the possession, custody or control of Parent or any of its Affiliates;
(j) The Accounts Receivable;
(k) The applicable portion of all rights under warranties, guarantees, and indemnities, to the extent pertaining to the Business, the Purchased Assets or the Assumed Liabilities;
(l) Except as provided in Section 2.02(e), any foreign, federal, state or local Tax refunds and duty draw backs on export sales;
(m) The goodwill of Parent or the Affiliated Sellers pertaining to (i) the Business and (ii) the Purchased Intellectual Property;
(n) All assets and rights under and relating to the Acquired Entity Benefit Plans and the Canadian pension plans described on Schedule 2.03(d) and all assets and rights transferring to Buyer as provided for in Article 7;
(o) Cash;
(p) All claims, causes of action, choses in action, rights of recovery and rights of setoff of any kind to the extent pertaining to or arising out of the Business or the Purchased Assets;
(q) The Acquired Equity Interests; and
(r) All assets, properties and rights used or held for use exclusively or primarily in the Business of a type and class that are not covered in clauses (a) through (q) above.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Goodyear Tire & Rubber Co /Oh/)
Assets Purchased. Seller agrees to grant, bargain, sell, convey and ---------------- assign to Purchaser and Purchaser agrees to purchase from Seller, on On the terms and subject to the conditions set forth in this Agreement, Seller's entire the Company shall assign, transfer, convey and deliver to Purchaser, and Purchaser shall acquire and accept from the Company, free and clear of any Liens and Retained Liabilities, all of the Company’s right, title and interest in and to those assets listed or described below, as the following:same shall exist on the applicable Effective Date, as hereinafter defined (the properties, assets and rights assigned pursuant to this Section 1.1 are collectively referred to herein as the “Acquired Assets”):
(a) 1.1.1 all rights and incidents of interest of the Company in and to the leases relating to the Leased Real Estate Facilities (collectively, the “Leases”) as well as all right, title and interest of the Company in the FF&E for those parcels each of property specified the Leased Facilities;
1.1.2 all rights and incidents of interest of the Company in and to such other agreements, contracts, purchase orders and licenses entered into, accepted or made by the Company which Purchaser has expressly agreed to assume and that are set forth in Exhibit C attached hereto together (collectively, the “Assumed Contracts”). With respect to each Leased Facility, the Company agrees to make commercially reasonable efforts to transfer existing communications services (local voice, long-distance voice, and DSL broadband data) to Purchaser with existing telephone numbers listed in Schedule 1.1.2 attached hereto remaining intact;
1.1.3 all rights of the Company under all warranties, representations and guarantees made by suppliers, manufacturers and contractors in connection with any and all easements for ingress, --------- egress and utilities which are attendant Acquired Asset;
1.1.4 to the extent transferable through commercially reasonable efforts all Licenses (which for clarification purposes excludes that certain Rampage License Agreement between the Company and Rampage Licensing, LLC dated September 30, 1997, as amended) and Permits held by the Company with respect to the Rampage Stores operated at the Leased Real EstateFacilities or the Acquired Assets located therein;
(b) the Owned Real Estate specified in Exhibit B attached hereto together --------- with any and 1.1.5 all attendant easements for ingress, egress and utilities serving the Owned Real Estate;
(c) the Towers and Improvements owned by Seller which are constructed upon the Real Estate which are more particularly described in Exhibit A attached --------- hereto;
(d) those subleases, licenses and other agreements which grant others a right to use or occupy a portion of the Towers owned Company’s books, records, legal pleadings and correspondence, insofar as they relate exclusively to the Leases, the Assumed Contracts or leased by Seller which are located on the Real Estate other Acquired Assets whether in hard copy or electronic format (the “Transferred Books and Records”); provided that the Company may retain one copy of all such Transferred Books and Records; in addition, Purchaser shall receive and be entitled to the use of a right to use or occupy a portion copy of all of the Improvements which have been constructed on the Real Estate ("Antenna Space Leases"). Said Antenna Space Leases are specified in Attachment C attached ------------ hereto;
(e) the following items for each Site:
(i) any Federal Aviation Administration applicationCompany’s books, responsesrecords, approvals legal pleadings and registration numbers submitted or received by Seller; ____________________ /3/ The total purchase price under all five asset acquisition agreements was $16,500,000.
(ii) any zoning permits and approvalscorrespondence, variances, building permits and such other federal, state or local governmental approvals which have been gained or for which Seller has made application;
(iii) any construction, engineering and architectural drawings and related site plan and surveys pertaining insofar as they relate principally to the construction of Leases, the Towers and Improvements;
(iv) any title reports, commitments for title insurance, ownership and encumbrance reports, title opinion letters, Assumed Contracts or the other Acquired Assets whether in hard copy or electronic format; provided that the Company retain the original copies of instruments in the chain of title or any other information which may have been produced regarding title to the Siteall such documents; and
(v) any environmental assessments including phase I reports and any environmental reports involving contemporaneous or subsequent intrusive testing, the "FCC Checklist" performed pursuant to NEPA requirements and any other information which may have been produced regarding the environmental condition 1.1.6 all of the SitesCompany’s rights, claims, credits, causes of action or rights of set-off against Third Parties relating to the Acquired Assets. The Real Estate, Towers, Improvements Except for the representations and Antenna Space Leases may hereinafter be collectively referred to in this Agreement as the "ASSETS". Between the date of this Agreement and the Closing Date, Seller will promptly disclose to Purchaser in writing any information warranties set forth in the representations, warranties, covenants and Schedules herein that is no longer accurate for any reason or any such information that would render such representations, warranties, covenants or Schedules inaccurate if made or delivered on any date between the date hereof Section 3 below and the Closing Date. On and after the Closing Date Seller agreements contained in this Section 1, Purchaser agrees to give such further assurances acquire the physical spaces occupied by the Leased Facilities and to execute, acknowledge and deliver such bills of sale, deeds, assignments, acknowledgments and the other instruments of conveyance and transfer and other documents and do such other acts and things Acquired Assets on an “as in the mutual judgment of Purchaser and Seller shall be necessary and reasonable to effectively vest in Purchaser the full legal and equitable title of the Assets that are transferred to Purchaser under this Agreement, free and clear of all liens and encumbrancesis” basis.
Appears in 1 contract
Assets Purchased. Seller agrees to grantsell, bargaintransfer, sellassign, convey and ---------------- assign to Purchaser deliver unto Buyer, and Purchaser Buyer agrees to purchase acquire and accept as of the Date of Closing, free and clear of and from Sellerany and all liabilities, on liens, claims and encumbrances, except such as may be assumed by Buyer or allowed to remain as an encumbrance against real estate pursuant to Article III hereof and subject to the terms and conditions set forth in of this Agreement, all of Seller's entire right, title and interest in and to all of the assets, properties, privileges, rights, interests and claims, tangible and intangible relating to Winnebago, located at the property shown on Exhibit "A", which Exhibit is hereby incorporated by reference and made a part hereof as if set forth fully herein (all such assets are hereinafter referred to as the "Purchased Assets" or "Assets"):
(a) All of Seller's right, title, and interest in and to the Inventory and prepaid advertising and/or prepaid expenses based upon generally accepted accounting principles ("GAAP");
(b) All of Seller's right, title and interest in and to the following:
(a) equipment and machinery on the Leased Real Estate for those parcels of property specified in itemized and attached Exhibit C attached hereto together with any "B", which Exhibit is hereby incorporated by reference and all easements for ingress, --------- egress and utilities which are attendant to the Leased Real Estate;
(b) the Owned Real Estate specified in Exhibit B attached hereto together --------- with any and all attendant easements for ingress, egress and utilities serving the Owned Real Estatemade a part hereof as if set forth fully herein;
(c) All of Seller's right, title and interest in and to the Towers motor vehicles and Improvements owned by Seller which are constructed upon trucks on the Real Estate which are more particularly described in itemized and attached Exhibit A attached --------- hereto"B";
(d) those subleasesAll of Seller's right, licenses title, and other agreements which grant others a right interest, including obligations, in and to use or occupy a portion of the Towers owned or leased by Seller which are located existing Contracts (hereinafter referred to individually and collectively as "Contracts") identified on the Real Estate or itemized and attached Exhibit "C" which is hereby incorporated by reference and made a right to use or occupy a portion of the Improvements which have been constructed on the Real Estate ("Antenna Space Leases"). Said Antenna Space Leases are specified in Attachment C attached ------------ heretopart hereof as if set forth fully herein;
(e) All of Seller's right, title and interest, including obligations, in and to the following items for each Site:Lease Agreements (hereinafter referred to individually and collectively as "Lease Agreements") identified on the itemized and attached Exhibit "D" which is hereby incorporated by reference and made a part hereof as if set forth fully herein;
(f) All of Seller's names, trade names, and trademarks relating to Winnebago, including but not limited to the name "Winnebago Color Press";
(g) All of Seller's, right, title and interest in and to their customer lists, phone numbers, business records and goodwill relating to Winnebago;
(h) All of Seller's right, title and interest in and to the fixtures on the purchased and/or leased premises relating to Winnebago;
(i) any Federal Aviation Administration applicationAll of Seller's right, responses, approvals title and registration numbers submitted or received by Seller; ____________________ /3/ The total purchase price under all five asset acquisition agreements was $16,500,000.
(ii) any zoning permits interest in and approvals, variances, building permits and such other federal, state or local governmental approvals which have been gained or for which Seller has made applicationto the real estate identified on the attached Exhibit "A";
(iiij) any constructionAll other assets, engineering including but not limited to, accounts receivable, (except Intercompany Accounts receivable) of Seller, not specifically listed herein, and architectural drawings and related site plan and surveys pertaining to used in the construction operation of Winnebago. All of the Towers Purchased Assets are purchased "as is" except as provided in this Agreement. Buyer is not relying on any representations and Improvements;
(iv) any title reports, commitments for title insurance, ownership and encumbrance reports, title opinion letters, copies of instruments warranties which are not contained in the chain of title or any other information which may have been produced regarding title to the Site; and
(v) any environmental assessments including phase I reports Agreement except as specifically modified in this Agreement. Buyer acknowledges that its President and any environmental reports involving contemporaneous or subsequent intrusive testinga stockholder, the "FCC Checklist" performed pursuant to NEPA requirements and any other information which may have been produced regarding the environmental condition Xxxxxxxx X. Xxxxx, is Chairman of the Sites. The Real EstateBoard of Directors, Towers, Improvements President and Antenna Space Leases may hereinafter be collectively referred to in this Agreement as the "ASSETS". Between the date Secretary of this Agreement Seller and the Closing Date, Seller will promptly disclose to Purchaser in writing any information set forth has been involved in the representations, warranties, covenants management of Winnebago since 1987. Buyer further acknowledges and Schedules herein represents that is no longer accurate for any reason or any such information that would render such representations, warranties, covenants or Schedules inaccurate if made or delivered on any date between the date hereof and the Closing Date. On and after the Closing Date Seller agrees to give such further assurances and to execute, acknowledge and deliver such bills of sale, deeds, assignments, acknowledgments and other instruments of conveyance and transfer and other documents and do such other acts and things as in the mutual judgment of Purchaser and Seller shall be necessary and reasonable to effectively vest in Purchaser the full legal and equitable title it has conducted its own investigation of the Assets that are transferred Purchased Assets, Seller's obligations and liabilities with respect to Purchaser under Winnebago, Seller's business operations and all other matters Buyer has determined to be worthy of its investigation. To the extent not specifically warranted by Seller in this Agreement, free Buyer is relying solely on its own investigation and clear not on any representation or warranty of all liens and encumbrancesSeller, their agents, attorneys or accountants. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SELLER MAKES NO, AND THE BUYER RECEIVES NO, OTHER WARRANTY, EXPRESS OR IMPLIED. ANY WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE IS EXPRESSLY EXCLUDED.
Appears in 1 contract