Common use of Exchange Party Station Assets Clause in Contracts

Exchange Party Station Assets. On the terms and subject to the conditions hereof, on the Closing Date (defined below), Exchange Party shall assign, transfer, convey and deliver to Clear Channel, and Clear Channel shall acquire from Exchange Party, all of the right, title and interest of Exchange Party in and to all of the assets, properties, interests and rights of Exchange Party of whatsoever kind and nature, real and personal, tangible and intangible, which are used in the operation of the Exchange Party Stations and described in this Section 1.3, but excluding the Exchange Party Excluded Assets as hereafter defined (the "Exchange Party Station Assets")(the parties acknowledge that the schedules referred to in this Section and Section 1.4 ("Exchange Party Schedules") are not attached to this Agreement. Exchange Party agrees to deliver to Clear Channel all of the Exchange Party Schedules within ten (10) days of the execution of this Agreement in form comparable to the schedules provided by Clear Channel and attached to this Agreement and reasonably acceptable to Clear Channel): (3)1 all licenses, permits and other authorizations which are issued to Exchange Party by the FCC with respect to the Exchange Party Stations (the "Exchange Party FCC Licenses") including but not limited to those described on Schedule 1.3(a), including any renewals or modifications thereof between the date hereof and Closing; (3)2 all equipment, electrical devices, towers, antennae, cables, tools, hardware, office furniture and fixtures, office materials and supplies, inventory, motor vehicles, spare parts and other tangible personal property of every kind and description which are used in the operation

Exchange Party Station Assets. On the terms and subject to the conditions hereof, on the Closing Date (defined below), Exchange Party shall assign, transfer, convey and deliver to Clear Channel, and Clear Channel shall acquire from Exchange Party, all of the right, title and interest of Exchange Party in and to all of the assets, properties, interests and rights of Exchange Party of whatsoever kind and nature, real and personal, tangible and intangible, which are used in the operation of the Exchange Party Stations and described in this Section 1.3, but excluding the Exchange Party Excluded Assets as hereafter defined (the "Exchange Party Station Assets")(the Assets") (the parties acknowledge that the schedules referred to in this Section and Section 1.4 ("Exchange Party Schedules") are not attached to this Agreement. Exchange Party agrees to deliver to Clear Channel all of the Exchange Party Schedules within ten (10) days of the execution of this Agreement in form comparable to the schedules provided by Clear Channel and attached to this Agreement and reasonably acceptable to Clear Channel): (3)1 all licenses, permits and other authorizations which are issued to Exchange Party by the FCC with respect to the Exchange Party Stations (the "Exchange Party FCC Licenses") including but not limited to those described on Schedule 1.3(a), including any renewals or modifications thereof between the date hereof and Closing; (3)2 all equipment, electrical devices, towers, antennae, cables, tools, hardware, office furniture and fixtures, office materials and supplies, inventory, motor vehicles, spare parts and other tangible personal property of every kind and description which are used in the operationoperation of the Exchange Party Stations including but not limited to those listed on Schedule 1.3(b), except any retirements or dispositions thereof made between the date hereof and Closing in the ordinary course of business and consistent with past practices of Exchange Party (the "Exchange Party Tangible Personal Property"); (3)3 all Exchange Party Time Sales Agreements and Exchange Party Trade Agreements (both defined in Section 2.1), Exchange Party Real Property Leases (defined in Section 7.7), and other contracts, agreements, and leases which are used in the operation of the Exchange Party Stations and listed on Schedule 1.3(c), together with all contracts, agreements, and leases made between the date hereof and Closing in the ordinary course of business that are used in the operation of the Exchange Party Stations (the "Exchange Party Station Contracts"); (3)4 all of Exchange Party's rights in and to the Exchange Party Stations' call letters and Exchange Party's rights in and to the trademarks, trade names, service marks, franchises, copyrights, computer software, programs and programming material, jingles, slogans, logos, and other intangible property which are used in the operation of the Exchange Party Stations including but not limited to those listed on Schedule 1.3(d) (the "Exchange Party Intangible Property"); (3)5 Exchange Party's rights in and to all the files, documents, records, and books of account (or copies thereof) relating to the operation of the Exchange Party Stations, including but not limited to the Exchange Party Stations' local public files, programming information and studies, blueprints, technical information and engineering data, advertising studies, marketing and demographic data, sales correspondence, lists of advertisers, credit and sales reports, and logs, but excluding records relating to the Exchange Party Excluded Assets (defined below); and (3)6 any real property which is used in the operation of the Exchange Party Stations (including any of Exchange Party's appurtenant easements and improvements located thereon) including but not limited to those described on Schedule 1.3(f) (the "Exchange Party Real Property"). The Exchange Party Station Assets shall be transferred to Clear Channel free and clear of all Liens except for (i) Clear Channel Assumed Obligations (defined below), (ii) liens for taxes not yet due and payable and for which Clear Channel receives a credit pursuant to Section 3.3,

Exchange Party Station Assets. On the terms and subject to the conditions hereof, on the Closing Date (defined below), Exchange Party shall assign, transfer, convey and deliver to Clear Channel, and Clear Channel shall acquire from Exchange Party, all of the right, title and interest of Exchange Party in and to all of the assets, properties, interests and rights of Exchange Party of whatsoever kind Party, real, personal and naturetangible, real and personal, tangible and intangible, which are used in the operation of the Exchange Party Stations and specifically described in this Section 1.31.1, but excluding the Exchange Party Excluded Assets as hereafter defined (the "Exchange Party Station Assets")(the parties acknowledge that the schedules referred to in this Section and Section 1.4 (Assets"Exchange Party Schedules") are not attached to this Agreement. Exchange Party agrees to deliver to Clear Channel all of the Exchange Party Schedules within ten (10) days of the execution of this Agreement in form comparable to the schedules provided by Clear Channel and attached to this Agreement and reasonably acceptable to Clear Channel): (3)1 all licenses, permits and other authorizations which are issued to Exchange Party by the FCC with respect to the Exchange Party Stations (the "Exchange Party FCC Licenses"a) including but not limited to those described on Schedule 1.3(a), including any renewals or modifications thereof between the date hereof and Closing; (3)2 all equipment, electrical devices, towers, antennae, cables, tools, hardware, office furniture and fixtures, office materials and supplies, inventory, motor vehicles, spare parts and other tangible personal property of every kind and description which are used exclusively in the operationoperation of the Stations and listed on Schedule 1.1(a), except any retirements or dispositions thereof made between the date hereof and Closing in the ordinary course of business and consistent with past practices of Exchange Party (the "Tangible Personal Property"); (b) all owned real property which is used exclusively in the operation of the Stations (including any of Exchange Party's appurtenant easements and improvements located thereon) and described on Schedule 1.1(b) and Exhibit A hereto (the "Real Property"); (c) any and all claims and rights against third parties if and to the extent that they relate to the Station Assets, including, without limitation, all rights under manufacturers' and vendors' warranties; and (d) all deposits, reserves, prepaid expenses and prepaid taxes relating to the Station Assets. The Station Assets shall be transferred to Clear Channel free and clear of Liens except for (i) liens for taxes not yet due and payable and for which Clear Channel receives a credit pursuant to Section 3.2, (ii) such liens, easements, rights of way, building and use restrictions, exceptions, reservations and limitations that do not in any material respect detract from the value of the property subject thereto or impair the use thereof in the ordinary course of the business of the Stations, and (iii) any items listed on Schedule 1.1(b) (collectively, "Permitted Liens").

Exchange Party Station Assets. On Pursuant to the terms and subject to the conditions hereofof this Agreement, on at the Closing Date (defined below)Closing, Exchange Party shall sell, assign, transfer, transfer and convey and deliver to Clear ChannelEntercom, and Clear Channel Entecom shall acquire from Exchange Party, all of the Exchange Party’s right, title and interest of Exchange Party in in, to and to under all of the assets, properties, interests and rights of Exchange Party of whatsoever kind and nature, real and personal, tangible and intangible, intangible which are used or held for use primarily in the operation of the Exchange Party Stations and described in this Section 1.3Stations, but excluding the Exchange Party Excluded Assets as hereafter defined (the "“Exchange Party Station Assets")(the parties acknowledge that the schedules referred to Assets”). Except as provided in this Section and Section 1.4 ("Exchange Party Schedules") are not attached to this Agreement. Exchange Party agrees to deliver to Clear Channel all of 1.4, the Exchange Party Schedules within ten (10) days of Station Assets include without limitation the execution of this Agreement in form comparable to the schedules provided by Clear Channel and attached to this Agreement and reasonably acceptable to Clear Channel):following: (3)1 a) all licenses, permits and other authorizations which are issued to Exchange Party by the FCC with respect to the Exchange Party Stations (the "Exchange Party FCC Licenses") Stations, including but not limited to those described on Schedule 1.3(a), and including any pending applications for or renewals or modifications thereof between the date hereof and Closingthe Closing (the “Exchange Party FCC Licenses”); (3)2 b) all equipment, electrical devices, towers, antennaeantennas, cables, tools, hardware, office furniture and fixtures, office materials and supplies, inventory, motor vehicles, spare parts and other tangible personal property of every kind and description description, including without limitation those listed on Schedule 1.3(b), used or held for use primarily in the operation of the Exchange Party Stations, except any retirements or dispositions of tangible personal property made between the date hereof and Closing in the ordinary course of business and consistent with Section 9.2 (the “Exchange Party Tangible Personal Property”); (c) all (i) contracts, agreements, leases and licenses used primarily in the operation of the Exchange Party Stations that are listed on Schedule 1.3(c), except to the extent otherwise indicated on such Schedule, (ii) agreements for the sale of advertising time on the Exchange Party Stations for cash or non-cash consideration entered into in the ordinary course of business, (iii) employment agreements with the Exchange Party Transferred Employees and which agreements are identified in Schedule 1.3(c), and (iv) contracts and agreements permitted by Section 9.2(b) (collectively, the “Exchange Party Station Contracts”); (d) to the extent transferable, all of Exchange Party’s rights in and to the Exchange Party Stations’ call letters, registered and unregistered trademarks and associated goodwill, trade names, service marks, copyrights, jingles, logos, slogans, Internet domain names, Internet URLs, Internet web sites, content and databases, computer software, programs and programming material and other intangible property rights and interests applied for, issued to or owned by Exchange Party that are used primarily in the operationoperation of the Exchange Party Stations, including those listed on Schedule 1.3(d) (the “Exchange Party Intangible Property”); (e) all files, documents, records and books of account (or copies thereof) relating primarily to the operation of the Exchange Party Stations, including the Exchange Party Stations’ public inspection files, programming information and studies, blueprints, technical information and engineering data, advertising studies, marketing and demographic data, research studies, sales correspondence, lists of advertisers, credit and sales reports and logs, but excluding any such documents relating primarily to the Exchange Party Excluded Assets; (f) all interests in real property, including any leases or licenses to occupy, used or held for use primarily in the operation of the Exchange Party Stations described on Schedule 1.3(f) (the “Exchange Party Real Property”); (g) subject to the terms of Section 3.1(f), any barter receivables in respect of advertising time aired prior to the LMA Date; and (h) all of Exchange Party’s membership interest in Bay City Media, LLC, a Delaware limited liability company. The Exchange Party Station Assets shall be delivered by Exchange Party to Entercom as is, where is, without any representation or warranty by Exchange Party except as expressly set forth in this Agreement, and Entercom acknowledges that it has not relied on or been induced to enter into this Agreement by any representation or warranty other than those expressly set forth in this Agreement. The Exchange Party Station Assets shall be transferred to Entercom free and clear of Liens except for Permitted Liens, if any, and except as otherwise expressly provided in this Agreement.