Common use of ASSETS SOLD AND PURCHASED Clause in Contracts

ASSETS SOLD AND PURCHASED. On the Closing Date, Seller will sell, transfer, assign and convey to Purchaser, by appropriate instruments, and Purchaser will purchase, subject to the terms and conditions hereinafter set forth, the following assets and properties (the "Station Assets"), free and clear of all liens, claims, encumbrances and rights of others, except as otherwise set forth herein: (a) The FCC licenses and authorizations and all other licenses, permits and authorizations issued by any other federal, state or local governmental agency or authority for the operation of the Station, including but not limited to those listed on Exhibit A hereto, and all other licenses, permits and authorizations now or hereafter obtained in connection with the operation of the Station. (b) All fixed, tangible and intangible assets used and usable in the operation of the Station, including, but not limited to, those assets identified on Exhibit B hereto, subject to any changes thereto made in the ordinary course of business between the date hereof and the Closing Date. (c) The contracts, leases and agreements listed and described on Exhibit C hereto which are to be in effect on the Closing Date, except those which may have been unilaterally canceled by a party other than Seller, provided that legal rights, if any, accruing to Seller by virtue of any such unilateral cancellation by a party other than Seller shall be assigned by Seller to Purchaser. To the extent that the assignment of any contract listed on Exhibit C may require the consent of a third party, Seller shall exercise its best efforts to secure such consent. In the event that Seller is unable to secure such consent, Purchaser shall not be required to assume performance pursuant to said contract. (d) The rights and obligations under the agreements, pursuant to which reimbursement is or was to be made in whole or in part in services, merchandise or other non-cash considerations ("Trade Deals"), listed and described on Exhibit D hereto, subject to any changes thereto made in the ordinary course of business between the date hereof and the Closing Date. (e) The call letters "WZNY" and all copyrights, trademarks, trade names, logos, jingles, service marks, slogans and promotional materials used in connection with the Station, and any registrations or applications for registration of any of the same, including but not limited to those copyrights, trademarks, trade names and service marks listed and described on Exhibit E hereto. (f) Such files, records and logs pertaining to the operation of the Station as are required to be maintained by federal, state or local law or regulation and as Purchaser may reasonably require; provided, however, that Purchaser is not purchasing and will not be entitled to receive Seller's original accounting journals, books of accounts, ledgers, tax returns or other confidential books and records not directly relating to the operation of the Station. (g) The real property, the improvements thereon, fixtures and all easements and rights for the benefit of such property ("Real Property") as described on Exhibit F hereto, subject only to such easements, reservations, servitudes and other non-monetary encumbrances as described on Exhibit F and liens for taxes not yet due and payable. (h) The goodwill and all other intangible assets used in the operation of the Station. This Agreement is limited to the assets herein described, and Purchaser is not purchasing cash, cash equivalents, securities, accounts receivable for the sale of commercial time or insurance policies, all of which shall be and remain the exclusive property of Seller, free and clear of any claim from Purchaser whatsoever.

ASSETS SOLD AND PURCHASED. On the Closing Date, Seller will sell, transfer, assign and convey to Purchaser, by appropriate instruments, and Purchaser will purchase, subject to the terms and conditions hereinafter set forth, the following assets and properties (the "Station Stations Assets"), free and clear of all liens, claims, encumbrances and rights of others, except as otherwise set forth herein: (a) The FCC licenses and authorizations and all other licenses, permits and authorizations issued by any other federal, state or local governmental agency or authority for the operation of the StationStations, including but not limited to those listed on Exhibit A B hereto, and all other licenses, permits and authorizations now or hereafter obtained in connection with the operation of the StationStations. (b) All fixed, tangible and intangible assets used and usable in the operation of the StationStations, including, but not limited to, those assets identified on Exhibit B C hereto, subject to any changes thereto made in the ordinary course of business between the date hereof and the Closing Date. (c) The contracts, leases and agreements listed and described on Exhibit C D hereto which are to be in effect on the Closing Date, except those which may have been unilaterally canceled by a party other than Seller, provided that legal rights, if any, accruing to Seller by virtue of any such unilateral cancellation by a party other than Seller shall be assigned by Seller to Purchaser. To the extent that the assignment of any contract listed on Exhibit C D may require the consent of a third party, Seller shall exercise its best efforts to secure such consent. In the event that Seller is unable to secure such consent, Purchaser shall not be required to assume performance pursuant to said contract. (d) The rights and obligations under the agreements, pursuant to which reimbursement is or was to be made in whole or in part in services, merchandise or other non-cash considerations ("Trade Deals"), listed and described on Exhibit D E hereto, subject to any changes thereto made in the ordinary course of business between the date hereof and the Closing Date. (e) The call letters "WZNYWBBQ" and all copyrights, trademarks, trade names, logos, jingles, service marks, slogans and promotional materials used in connection with the StationStations, and any registrations or applications for registration of any of the same, including but not limited to those copyrights, trademarks, trade names and service marks listed and described on Exhibit E F hereto. (f) Such files, records and logs pertaining to the operation of the Station Stations as are required to be maintained by federal, state or local law or regulation and as Purchaser may reasonably require; provided, however, that Purchaser is not purchasing and will not be entitled to receive Seller's corporate charter, corporate minute books, original accounting journals, books of accounts, ledgers, tax returns or other confidential books and records not directly relating to the operation of the StationStations. (g) The real property, the improvements thereon, fixtures and all easements and rights for the benefit of such property ("Real Property") as described on Exhibit F G hereto, subject only to such easements, reservations, servitudes and other non-monetary encumbrances as described on Exhibit F G and liens for taxes not yet due and payable. (h) The goodwill and all other intangible assets used in the operation of the StationStations. Purchaser acknowledges that the WBBQ-FM transmitter site and tower ("FM Tower Site") is owned by Grantor. On the Closing Date, Purchaser shall enter into an agreement with Grantor for the lease of the FM Tower Site, in the form of Exhibit H hereto ("Tower Lease Agreement"). This Agreement is limited to the assets herein described, and Purchaser is not purchasing cash, cash equivalents, securities, accounts receivable for the sale of commercial time or insurance policies, all of which shall be and remain the exclusive property of SellerSeller or Grantor, as the case may be, free and clear of any claim from Purchaser whatsoever.

ASSETS SOLD AND PURCHASED. On the Closing Date, Seller will sell, transfer, assign and convey to Purchaser, by appropriate instruments, and Purchaser will purchasepurchase and assume, subject to the terms and conditions hereinafter set forth, all of the assets and properties used or usable in connection with the business and operation of the Stations (but excluding the Excluded Assets), including but not limited to, the following assets and properties (the "Station Acquired Assets"), free and clear of all liens, claims, encumbrances and rights of others, Security Interests except as otherwise set forth herein: (a) The FCC licenses licenses, permits and authorizations (the "FCC Licenses") and all other licenses, permits and authorizations issued by any other federal, state or local governmental agency or authority Governmental Authorities for the operation of the StationStations including, including but not limited to to, those listed on Exhibit A EXHIBIT "A" hereto, and all other licenses, permits and authorizations now or hereafter obtained in connection with the operation of the StationStations. (b) All real property used in connection with the operation of the Stations (other than any real property that is the subject of any lease set forth on EXHIBIT "D" hereof), together with all appurtenant easements thereunto and all structures, fixtures and improvements thereof, including without limitation the real property more fully described on EXHIBIT "B" hereto (the "Real Property"). (c) All other fixed, tangible and intangible assets used and usable in the operation of the Station, Stations including, but not limited to, those assets identified on Exhibit B EXHIBIT "C" hereto, subject to any changes thereto made in the ordinary course Ordinary Course of business Business between the date hereof and the Closing DateDate which are permitted pursuant to Section 5(d) of this Agreement. (cd) The All contracts, real property and other leases and agreements listed and described on Exhibit C hereto EXHIBIT "D" attached hereto, together with all contracts for sale of time on the Stations for cash entered into in the Ordinary Course of Business and which do not have more than twelve (12) months remaining in their term (whether or not listed on EXHIBIT "D") (except for such contracts for sale of time that have been fulfilled prior to the Closing or contracts, leases or agreements that expire in accordance with their terms prior to Closing) and such other contracts (other than for the sale of time on the Stations), leases and agreements entered into between December 1, 1997 and the Closing Date (i) with the written consent of Purchaser, or (ii) in accordance with the provisions of Section 7(n) hereof; which are to be in effect on the Closing Date, except those which may have been unilaterally canceled by a party other than Seller, provided that that, legal rights, if any, accruing to Seller by virtue of any such unilateral cancellation by a party other than Seller shall be assigned by Seller to Purchaser. To Purchaser (collectively, "the extent that the assignment of any contract listed on Exhibit C may require the consent of a third party, Seller shall exercise its best efforts to secure such consent. In the event that Seller is unable to secure such consent, Purchaser shall not be required to assume performance pursuant to said contractContracts"). (de) The rights and obligations under the agreements, pursuant to which reimbursement is or was to be made in whole or in part in services, merchandise or other non-cash considerations consideration ("Trade Deals"), listed and described on Exhibit D EXHIBIT "E" attached hereto, subject to any changes thereto made in the ordinary course Ordinary Course of business Business between the date hereof and the Closing Date. Seller shall not enter into any Trade Deal outside of the Ordinary Course of Business after execution of this Agreement which shall obligate Purchaser without first obtaining Purchaser's written consent, which shall not be unreasonably withheld. Seller agrees that, as of the Closing Date, the amount due to clients under the Trade Deals shall not exceed the amount due to the Stations under the Trade Deals by more than Five Hundred Thousand Dollars ($500,000) in the aggregate. To the extent that the aggregate value of the amount due to clients under the Trade Deals is greater than Five Hundred Thousand Dollars ($500,000), Buyer shall be entitled to receive the difference as part of the post-closing adjustment pursuant to Section 4 below. (ef) The call letters for each of the Stations and, except for the "WZNYN and Eagle" service xxxx of, and other service marks owned by Nationwide, all copyrights, trademarks, trade names, logos, jingles, service marks, slogans and promotional materials used in connection with the StationStations, and any registrations or applications for registration of any of the samesame including, including but not limited to to, those copyrights, trademarks, trade names and service marks listed and described on Exhibit E EXHIBIT "F" attached hereto. (fg) Such files, records and logs pertaining to the operation of the Station Stations as are required to be maintained by federal, state or local law or regulation and as Purchaser may reasonably require; provided, however, that Purchaser is not purchasing and will not be entitled to receive Seller's original accounting corporate books, files, personnel records of Seller's employees not hired by Purchaser as of the Closing Date, records and logs, or journals, books of accounts, ledgers, tax returns accounts or other confidential books and records not directly relating to the operation of the Station. (g) The real propertyStations; and provided further that Seller shall be provided access to the originals of all such documents, the improvements thereonand shall be furnished promptly with copies thereof, fixtures and all easements and rights for the benefit of such property ("Real Property") as described on Exhibit F hereto, subject only to such easements, reservations, servitudes and other non-monetary encumbrances as described on Exhibit F and liens for taxes not yet due and payableupon reasonable request therefor. (h) The goodwill and all other intangible assets used in the operation of the StationStations. (i) TBWC's partnership interests in the Shoreview FM Group general partnership and in the Senior Road Tower Group general partnership (the "Partnership Interests"). This Agreement is limited to the assets herein described, and Purchaser is not purchasing cash, cash equivalents, securities, accounts receivable for the sale of commercial time or insurance policies, all of which shall be and remain the exclusive property of Seller, free and clear of any claim from Purchaser whatsoeverExcluded Assets.