Exchange of Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, PARTY A and PARTY B agree to exchange simultaneously the PARTY A Assets for the PARTY B Assets, free and clear of all Liens (except Permitted Liens) (the "Exchange"). PARTY A and PARTY B agree to use all reasonable efforts to structure the Exchange in such a way that, to the extent reasonably possible, it will be a tax free exchange of like-kind assets under Section 1031 of the Code.
Exchange of Assets. Upon receipt of instructions as defined herein in Section 3.A, Custodian will exchange, or cause to be exchanged, Assets held by it for the account of Fund for other Assets issued or paid in connection with any reorganization, recapitalization, merger, consolidation, split-up of shares, change of par value, conversion, refinancing or otherwise, and will deposit any such Assets in accordance with the terms of any reorganization or protective plan. Without instructions, Custodian is authorized to exchange securities held by it in temporary form for securities in definitive form, to effect an exchange of shares when the par value of the stock is changed, and upon receiving payment therefor, to surrender Assets held by it at maturity or when advised of earlier call for redemption, except that Custodian shall receive instructions prior to surrendering any convertible security.
Exchange of Assets. [If only one Party is conveying / transferring Assets, delete Section 1.1. or Section 1.2 (and Exhibit “A-1" and Exhibit “A-2") as appropriate.]
Exchange of Assets. 1.1 Subject to the terms and conditions of this Agreement and the performance by the parties hereto of their respective obligations hereunder, TOPLISTING shall exchange, transfer, convey, assign and deliver to Txx.xxx, and Txx.xxx shall receive, acquire and accept on the Closing Date (as such term is hereinafter defined) all of the rights, title and interest of TOPLISTING in and to the business, assets, goodwill, and rights of TOPLISTING in all or substantially all of its assets, including customer lists, inventory, as specified in the list of Assets attached hereto as Exhibit I (the "Assets & Allocation"), as the same shall exist on the Closing Date, including, without limitation, rights in tradenames, trademarks and copyrights, patent and patent pendings, all rights relating to or arising out of the business conducted by TOPLISTING under express or implied warranty (as from the suppliers of TOPLISTING with respect to the Assets being transferred to Txx.xxx) , all books and records, correspondence and files of or relating to the business or Assets of TOPLISTING being exchanged with Txx.xxx and all of TOPLISTING's rights, title and interest in and to each, contract, agreement, purchase order or commitment to which TOPLISTING is a party or in which TOPLISTING has rights (all of such assets are collectively referred to hereinafter as the "Assets"), free and clear of all liabilities, obligations, liens and encumbrances, except as expressly assumed by Txx.xxx under Section 2 below.
1.2 The transfer of the Assets as herein provided shall be effected by bills of sale, endorsements, assignments, drafts, checks, deeds and other instruments of transfer and conveyance delivered to Txx.xxx on the Closing Date in form sufficient to transfer the Assets as contemplated by this Agreement and as shall be reasonably requested by Txx.xxx. TOPLISTING covenants that (i) it will, at any time and from time to time after the Closing Date, execute and deliver such other instruments of transfer and conveyance and do all such further acts and things as may be reasonably requested by Txx.xxx to transfer and deliver to Txx.xxx or to aid and assist Txx.xxx in collecting and reducing to possession, any and all of the Assets; (ii) Txx.xxx, after the Closing Date, shall have the right and authority to collect, for the account of Txx.xxx, all checks, notes and other evidences of indebtedness or obligations to make payment of money and other items which shall be transferred to Txx.xxx as p...
Exchange of Assets. Upon receipt of "Instructions" as defined in SectionV.A, Custodian will exchange, or cause to be exchanged, Assets of the applicable Portfolio for other Assets issued or paid in connection with any reorganization, recapitalization, merger, consolidation, split-up of shares, change of par value, conversion or otherwise, and will deposit any such Assets in accordance with the terms of any reorganization or protective plan. Without Instruction, and with the understanding that Custodian may deliver or cause to be delivered securities for payment in accordance with the customs prevailing among dealers in securities, Custodian is authorized to (i) exchange Assets held by it in temporary form for Assets in definitive form, (ii) effect an exchange of shares when the par value of the stock is changed, and, (iii) upon receiving payment therefore, surrender bonds or other securities held by it at maturity or when advised of earlier call for redemption. Custodian shall receive instructions prior to surrendering any convertible security.
Exchange of Assets. On the Closing Date, (A) MGE shall transfer to WPSC, and WPSC shall accept from MGE, MGE's entire Interest, free and clear of all Liens, in the Nuclear Plant, and, in exchange, (B) WPSC shall transfer an asset (the "Exchange Asset"), to be designated as set forth below, to MGE. In connection with said transfer the parties shall take account of decommissioning obligations with respect to the Nuclear Plant in accordance with Section 17 below.
Exchange of Assets. No Obligor shall, directly or indirectly, exchange any of its assets except as permitted by Section 6.5, and so long as no Default or Event of Default would exist before or after giving effect thereto, other than:
(i) KRLD-AM and the Texas State Networks in Dallas, Texas for KKRW-FM in Houston, Texas;
(ii) WBAB-FM, WHFM-FM, WBLI-FM and WGBB-AM in Long Island for stations WFYW-FM and WAPE-FM in Jacksonville, Florida;
(iii) KTXQ-FM and KRRW-FM in Dallas, Texas for station WHFS-FM serving Washington DC/Baltimore, Maryland; and
(iv) WDSY-FM in Pittsburgh, Pennsylvania and $20 million cash for WRFX-FM located in Kannapolis, North Carolina and serving the Charlotte, North Carolina market; and
(v) other assets provided that:
(1) the BCF attributable to all radio broadcast stations sold and/or exchanged during the one-year period ending on the date of the proposed exchange shall not exceed 15% of the BCF of the Borrower;
(2) the BCF attributable to all radio broadcast stations sold and/or exchanged since the date of this Agreement, after giving effect to the proposed exchange, shall not exceed 25% of the BCF of the Borrower;
(3) fair value is received by any of the Obligors; and
(4) at least 75% of the consideration to be received by any of the Obligors is in the form of a radio broadcast station or other assets used in the broadcast of radio programming and/or cash or cash equivalents.
(B) the assets received by any of the Obligors pursuant to such exchanges qualify as a Permitted Acquisition. In that the Credit Agreement does not provide for investments in Subsidiaries organized in connection with an Exchange of Assets, we hereby request that you consent to the amendment of the Credit Agreement by deleting in its entirety the definition of "Permitted
Exchange of Assets. 2.5.1. For and in consideration of the conveyance of the STC Assets to HAT and in addition to the assumption of Liabilities by HAT as set forth in Section 2.10, at the Closing HAT agrees to (a) transfer to STC Broadcasting the HAT Non-License Assets and transfer to STC License Company the HAT License Assets, as provided for in Section 2.2, and (b) pay to STC by wire transfer of immediately available funds to an account designated by STC the amount of Twenty-One Million Three Hundred Sixty-Six Thousand Six Hundred and Fifty Dollars ($21,366,650) (the "Cash Consideration"), less (i) any Burlington Financing Amount which is not repaid by STCBV Sub as of the Closing Date, and (ii) plus any adjustments, if any, with respect to the ABC Affiliation Agreement as described in Section 7.5.
2.5.2. For and in consideration of the conveyance of the HAT Assets to the STC Exchange Entities, the payment of the Cash Consideration to STC and in addition to the assumption of Liabilities by STC as set forth in Section 2.9, at the Closing the STC Exchange Entities agree to transfer to HAT the STC Assets as provided for in Section 2.3.
Exchange of Assets. 7 2.1. Exchange........................................................................................7 2.2.
Exchange of Assets. Except as otherwise provided in SECTIONS 2.2 and 2.3, at the Closing, Transferor shall convey, transfer and assign to Transferee, and Transferee shall assume from Transferor, all of Transferor's properties and business as a going concern, and goodwill and tangible or intangible assets of every kind, nature and description existing on the Closing Date located at or used in connection with the Cinema, whether personal, in electronic form or otherwise, and whether or not any of such assets have any value for accounting purposes or are carried or reflected on or specifically referred to in its books or financial statements, free and clear of all Encumbrances (collectively, the "Transferred Assets"). Without limiting the foregoing, the Transferred Assets shall include the following:
(i) All of Transferor's tangible assets, including office furniture, office equipment and supplies, computer hardware and software, projectors, projector bulbs, ticketing machines, leasehold improvements on or related to the Leased Real Estate or related to the Business;
(ii) All of Transferor's books, records, manuals, documents, books of account, correspondence, sales reports, literature, brochures, advertising material and the like related to the Business (other than accounting records and corporate books and records as defined in SECTION 2.3);
(iii) All of Transferor's inventory and supplies, including concession products, candy items and paper goods for the Business;
(iv) All of Transferor's rights under leases for personal property, if any;
(v) All of Transferor's rights under the Permits;
(vi) All of Transferor's goodwill and rights in and to the name "Bellevue";
(vii) Transferor's rights to the telephone numbers for Cinema location; and
(viii) The goodwill of the Business.
