Common use of Contractual and Other Obligations Clause in Contracts

Contractual and Other Obligations. Set forth in the Asset Schedule is a description of all (a) Real Property Leases to which Seller is a party; (b) all contracts, agreements, licenses, leases, arrangements and other documents used solely in connection with the present operation of the Stations to which Seller is a party or by which Seller or any of the assets of Seller are bound (including, in the case of loan agreements, a description of the amounts of any outstanding borrowings thereunder and the collateral, if any, for such borrowings); (c) uncompleted orders for the purchase by Seller of materials, supplies, equipment and services for the requirements of the Stations existing as of the date hereof and with respect to which the remaining obligation of Seller is in excess of $2,500; and (d) contingent contractual obligations and liabilities of Seller known to Seller existing as of the date hereof (all of the foregoing, collectively, the "Contracts"). Each of the Contracts is designated in the Asset Schedule either as an Assigned Contract, or as a Contract that will not be assigned to Citadel. Neither Seller nor, to the best of the knowledge of Seller, any other Person is in material default in the performance of any covenant or condition under any Contract and no claim of such a default has been made and no event has occurred which with the giving of notice or the lapse of time would constitute such a default under any covenant or condition under any Contract. Seller is not a party to any Contract which would terminate or be materially adversely affected by the consummation of the transactions contemplated by this Agreement. Originals or true, correct and complete copies of all of the Assigned Contracts have been provided to Citadel as of the date of this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Citadel License Inc)

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Contractual and Other Obligations. Set forth in the Asset Schedule is a description listing of all (a) Real Property Leases to which Seller is a partyLeases; (b) all contracts, agreements, licenses, leases, arrangements and other documents used solely in connection with the present operation of the Stations to which any Seller is a party or by which any Seller or any of the assets of any Seller are bound (including, in the case of loan agreements, a description of the amounts of any outstanding borrowings thereunder and the collateral, if any, for such borrowings); (c) uncompleted orders for the purchase by any Seller of materials, supplies, equipment and services for the requirements of the Stations existing as of the date hereof and with respect to which the remaining obligation of any Seller is in excess of $2,500; and (d) contingent contractual obligations and liabilities of any Seller known to Seller Sellers existing as of the date hereof (all of the foregoing, collectively, the "Contracts"). Each of the Contracts is designated in the Asset Schedule either as an Assigned Contract, or as a Contract that will not be assigned to Citadel. Neither Seller Sellers nor, to the best Knowledge of the knowledge of SellerSellers and Stockholders, any other Person is in material default in the performance of any covenant or condition under any Contract and no claim of such a default has been made and no event has occurred which with the giving of notice or the lapse of time would constitute such a default under any covenant or condition under any Contract. Except as disclosed in Sellers' Disclosure Schedule, no Seller is not a party to any Contract which would terminate or be materially adversely affected by the consummation of the transactions contemplated by this Agreement. Originals or true, correct and complete copies of all of the Assigned Contracts have been provided to Citadel as of the date of this Agreement.Citadel. 4.10

Appears in 1 contract

Samples: Asset Purchase Agreement

Contractual and Other Obligations. Set forth in the Asset Schedule ASSET SCHEDULE is a description of all (a) Real Property Leases to which Seller Citadel is a party; (b) all contracts, agreements, licenses, leases, arrangements and other documents used solely in connection with the present operation of the Stations Station to which Seller Citadel is a party or by which Seller Citadel or any of the assets of Seller Citadel are bound (including, in the case of loan agreements, a description of the amounts of any outstanding borrowings thereunder and the collateral, if any, for such borrowings); (c) uncompleted orders for the purchase by Seller Citadel of materials, supplies, equipment and services for the requirements of the Stations Station existing as of the date hereof and with respect to which the remaining obligation of Seller Citadel is in excess of $2,500; and (d) contingent contractual obligations and liabilities of Seller Citadel relating to the Station and known to Seller Citadel existing as of the date hereof (all of the foregoing, collectively, the "ContractsCONTRACTS"). Each of the Contracts is designated in the Asset Schedule ASSET SCHEDULE either as an Assigned Contract, or as a Contract that will not be assigned to CitadelPurchaser. Neither Seller Citadel nor, to the best of the knowledge of SellerCitadel, any other Person is in material default in the performance of any covenant or condition under any Contract and no claim of such a default has been made and no event has occurred which with the giving of notice or the lapse of time would constitute such a default under any covenant or condition under any Contract. Seller Citadel is not a party to any Contract which would terminate or be materially adversely affected by the consummation of the transactions contemplated by this Agreement. Originals or true, correct and complete copies of all of the Assigned Contracts have been provided to Citadel Purchaser as of the date of this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Citadel License Inc)

Contractual and Other Obligations. Set forth in the Asset Schedule is a description listing of all (a) Real Property Leases to which Seller is a partyLeases; (b) all contracts, agreements, licenses, leases, arrangements and other documents used solely in connection with the present operation of the Stations to which any Seller is a party or by which any Seller or any of the assets of any Seller are bound (including, in the case of loan agreements, a description of the amounts of any outstanding borrowings thereunder and the collateral, if any, for such borrowings); (c) uncompleted orders for the purchase by any Seller of materials, supplies, equipment and services for the requirements of the Stations existing as of the date hereof and with respect to which the remaining obligation of any Seller is in excess of $2,500; and (d) contingent contractual obligations and liabilities of any Seller known to Seller Sellers existing as of the date hereof (all of the foregoing, collectively, the "Contracts"). Each of the Contracts is designated in the Asset Schedule either as an Assigned Contract, or as a Contract that will not be assigned to Citadel. Neither Seller Sellers nor, to the best of the knowledge of SellerSellers and Stockholder, any other Person is in material default in the performance of any covenant or condition under any Contract and no claim of such a default has been made and no event has occurred which with the giving of notice or the lapse of time would constitute such a default under any covenant or condition under any Contract. Seller is not a party to any Contract which would terminate or be materially adversely affected by the consummation of the transactions contemplated by this Agreement. Originals or true, correct and complete copies of all of the Assigned Contracts have been provided to Citadel as of the date of this Agreement.condition

Appears in 1 contract

Samples: Asset Purchase Agreement (Citadel Communications Corp)

Contractual and Other Obligations. Set forth in the Asset Schedule ASSET SCHEDULE is a description of all (a) Real Property Leases to which either Seller is a party; (b) all contracts, agreements, licenses, leases, arrangements and other documents used solely in connection with the present operation of the Stations Station to which either Seller is a party or by which either Seller or any of the assets of either Seller are bound (including, in the case of loan agreements, a description of the amounts of any outstanding borrowings thereunder and the collateral, if any, for such borrowings); (c) uncompleted orders for the purchase by either Seller of materials, supplies, equipment and services for the requirements of the Stations Station existing as of the date hereof and with respect to which the remaining obligation of either Seller is in excess of $2,500; and (d) contingent contractual obligations and liabilities of either Seller known to Seller Sellers existing as of the date hereof (all of the foregoing, collectively, the "ContractsCONTRACTS"). Each of the Contracts is designated in the Asset Schedule ASSET SCHEDULE either as an Assigned Contract, or as a Contract that will not be assigned to Citadel. Neither Seller nor, to the best of the knowledge of SellerSellers, any other Person is in material default in the performance of any covenant or condition under any Contract and no claim of such a default has been made and no event has occurred which with the giving of notice or the lapse of time would constitute such a default under any covenant or condition under any Contract. Neither Seller is not a party to any Contract which would terminate or be materially adversely affected by the consummation of the transactions contemplated by this Agreement. Originals or true, correct and complete copies of all of the Assigned Contracts have been provided to Citadel as of the date of this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Citadel License Inc)

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Contractual and Other Obligations. Set forth in the Asset Schedule is a description listing of all (a) Real Property Leases to which Seller is a partyLeases; (b) all contracts, agreements, licenses, leases, arrangements and other documents used solely in connection with the present operation of the Stations to which any Seller is a party or by which any Seller or any of the assets of any Seller are bound (including, in the case of loan agreements, a description of the amounts of any outstanding borrowings thereunder and the collateral, if any, for such borrowings); (c) uncompleted orders for the purchase by any Seller of materials, supplies, equipment and services for the requirements of the Stations existing as of the date hereof and with respect to which the remaining obligation of any Seller is in excess of $2,500; and (d) contingent contractual obligations and liabilities of any Seller known to Seller Sellers existing as of the date hereof (all of the foregoing, collectively, the "Contracts"). Each of the Contracts is designated in the Asset Schedule either as an Assigned Contract, or as a Contract that will not be assigned to Citadel. Neither Seller Sellers nor, to the best Knowledge of the knowledge of SellerSellers and Stockholders, any other Person is in material default in the performance of any covenant or condition under any Contract and no claim of such a default has been made and no event has occurred which with the giving of notice or the lapse of time would constitute such a default under any covenant or condition under any Contract. Except as disclosed in Sellers' Disclosure Schedule, no Seller is not a party to any Contract which would terminate or be materially adversely affected by the consummation of the transactions contemplated by this Agreement. Originals or true, correct and complete copies of all of the Assigned Contracts have been provided to Citadel as of the date of this AgreementCitadel.

Appears in 1 contract

Samples: Asset Purchase Agreement (Citadel Communications Corp)

Contractual and Other Obligations. Set forth in the Asset Schedule ASSET SCHEDULE is a description of all (a) Real Property Leases to which Seller is a party; (b) all contracts, agreements, licenses, leases, arrangements and other documents used solely in connection with the present operation of the Stations Station to which Seller is a party or by which Seller or any of the assets of Seller are bound (including, in the case of loan agreements, a description of the amounts of any outstanding borrowings thereunder and the collateral, if any, for such borrowings); (c) uncompleted orders for the purchase by Seller of materials, supplies, equipment and services for the requirements of the Stations Station existing as of the date hereof and with respect to which the remaining obligation of Seller is in excess of $2,500; and (d) contingent contractual obligations and liabilities of Seller known to Seller existing as of the date hereof (all of the foregoing, collectively, the "ContractsCONTRACTS"). Each of the Contracts is designated in the Asset Schedule ASSET SCHEDULE either as an Assigned Contract, or as a Contract that will not be assigned to Citadel. Neither Seller nor, to the best of the knowledge of Seller, any other Person is in material default in the performance of any covenant or condition under any Contract and no claim of such a default has been made and no event has occurred which with the giving of notice or the lapse of time would constitute such a default under any covenant or condition under any Contract. Seller is not a party to any Contract which would terminate or be materially adversely affected by the consummation of the transactions contemplated by this Agreement. Originals or true, correct and complete copies of all of the Assigned Contracts have been provided to Citadel as of the date of this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Citadel License Inc)

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