Conveyed Assets Sample Clauses

Conveyed Assets. For purposes of this Agreement, the term “

Conveyed Assets. Each Seller hereby sells, convey, assign, transfer, set over, and deliver to Purchaser, its successors and assigns, all of the Conveyed Assets owned by such Seller free and clear of all liens all liens, mortgages, security interests, adverse claims, and all encumbrances (other than Assumed Liabilities), and Purchaser hereby purchases and accepts all of the Conveyed Assets, as of the Closing Date.

Conveyed Assets. Seller hereby quitclaims, sells, convey, assign, transfer, set over, and deliver to Purchaser, its successors and assigns, all of the SSL Personal Property WITHOUT WARRANTY, except that Seller owns the SSL Property free and clear of all liens all liens, mortgages, security interests, or encumbrances created by Seller, and Purchaser hereby purchases and accepts all of the SSL Personal Property, as of the Closing Date.

Conveyed Assets. Caliber Sub has received from Triangle USA all of the Conveyed Assets (as defined in the Services Agreement) and each of the Caliber Entities has performed all other obligations required of it under Section 2.1 of the Services Agreement. Caliber Sub has good and marketable title of all of the Conveyed Assets and owns such assets free and clear of all liens and other encumbrances.

Conveyed Assets. Triangle USA has conveyed to Caliber Sub all of the Conveyed Assets (as defined in the Services Agreement) and Triangle Holdings has performed, and has caused each of its Affiliates to perform, all other obligations required of it under Section 2.1 of the Services Agreement.

Conveyed Assets. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell and transfer (or shall cause to be sold and transferred) to Buyer an undivided forty-nine percent (49%) of Seller’s right, title and interest (the “Conveyed Interest Percentage”) in and to the Assets (such Conveyed Interest Percentage in and to the Assets, the “Conveyed Assets”), and Buyer shall purchase, pay for, and accept the Conveyed Assets and assume the Assumed Liabilities. At Closing, and without limiting the obligations in Section 5.02 of this Agreement, beneficial ownership and the risk of loss of the Conveyed Assets will pass from Seller to Buyer effective from and after the Effective Time.

Conveyed Assets. On the terms and subject to the conditions hereof, on the Closing Date (defined below), Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all right, title and interest of Seller in and to the assets, properties, interests and rights of Seller with respect to the Station to the extent set forth below and excluding the Excluded Assets as hereafter defined (the "CONVEYED ASSETS"): (a) the license issued to Seller by the FCC with respect to the Station described on SCHEDULE 1.1(a), including any renewals or modifications thereof between the date hereof and Closing (the "FCC LICENSE"); (b) the tangible personal property specifically set forth on SCHEDULE 1.1(B) (the "TANGIBLE PERSONAL PROPERTY"); and (c) Seller's rights as the owner of the Station under the Joint Marketing and Promotion Agreement (the "LMA") dated June 10, 1996, by and between Seller (as assignee of WNAC Argyle Television, Inc. and Providence Argyle Television, Inc.) and Clear Channel Television, Inc.; PROVIDED, that the Conveyed Assets shall not include the rights acquired by Seller under the LMA from Clear Channel upon the consummation of the WPRI Purchase Agreement. The Conveyed Assets shall be transferred to Buyer free and clear of liens, claims and encumbrances ("LIENS") except for (i) Assumed Obligations (defined in SECTION 1.3), (ii) liens for taxes not yet due and payable, and (iii) any Liens released on or prior to the Closing Date (collectively, "PERMITTED LIENS").

Conveyed Assets. Subject to the terms and conditions set forth herein, as of the date hereof, the Seller hereby sells, transfers, assigns and conveys to the Purchaser, and the Purchaser hereby acquires from the Seller, without recourse, all of the Seller’s right, title and interest in, to and under (a) the Agency Securities listed in Schedule A to this Agreement, and all distributions on the Agency Securities payable to Persons who are holders of record thereof on and after the date hereof, (b) the rights and remedies of the Seller pursuant to the Agency Securities Purchase Agreement relating to the Agency Securities transferred hereunder and (c) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid property (including without limitation, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, causes of action, rights to payment of any and every kind and other forms of obligations, receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing) (the “Conveyed Assets”).

Conveyed Assets. Subject to the terms and conditions of this Agreement and the Permitted Encumbrances, at the Closing, Seller shall sell and transfer to Buyer, effective as of the Effective Time, the following, in each case, except to the extent constituting Excluded Assets (collectively, the “Conveyed Assets”): (a) an overriding royalty interest in and to all Hydrocarbons produced from the oil, gas, and mineral leases and subleases described on Exhibit “A”, subject to any reservations, limitations or depth restrictions described in Exhibit “A” (the “Leases”) equal to, for each Lease, the positive difference, if any, between twenty-five percent (25%), less Existing Burdens (such percentage, the “Conveyed ORRI Percentage”, and such overriding royalty interests, collectively, the “Conveyed XXXXx”); (b) all rights and interests derived from the Conveyed XXXXx in any and all Hydrocarbon xxxxx located on any of the lands covered by the Leases, whether producing, shut-in, plugged or abandoned, but excluding the Excluded Xxxxx (such interest in such xxxxx, including the xxxxx set forth in Exhibit “B”, the “Xxxxx”), and all Hydrocarbons produced therefrom or allocated thereto attributable to the Conveyed XXXXx from and after the Effective Time; and (c) excluding the Excluded Records and subject to Section 7.01, all files (whether originals, copies, or in digital or electronic format), including the title files; abstracts of title; title opinions; title information; title commitments; land surveys; maps; data; correspondence; accounting files; Asset Tax records; division of interest computer printouts; analyses; interpretations; and all other files, documents, materials, information, instruments, books and records of every kind and description in Seller’s or any of its Affiliates’ possession or control which affect, concern, pertain or relate to, or are used directly in connection with, the Conveyed Assets (the “Records”).

Conveyed Assets. The Borrower will acquire on the date of closing of the Norian Acquisition pursuant to the Acquisition Agreement all of the “Conveyed Assets” (as such terms are defined therein), free and clear of all Encumbrances, other than the Encumbrance in favor of Norian Corporation permitted pursuant to Section 6.3(h) of this Agreement.