Common use of Option Grant; Assets Covered Clause in Contracts

Option Grant; Assets Covered. Seller hereby grants to Buyer, and Buyer hereby accepts Seller’s grant of, an option (the “Option”) to acquire the Station Assets, upon the terms and conditions set forth in this Agreement. This Option is granted in return for, among other consideration, the payment by Buyer to Seller of $1.00 and Buyer’s guarantee of Seller’s debt. Upon and subject to the terms and conditions stated in this Agreement, on the Closing Date, Seller, as its interests may appear, shall convey, transfer, and deliver to Buyer, and Buyer shall acquire from Seller, all of Seller’s rights in, to and under the assets and properties of Seller, real and personal, tangible and intangible, of every kind and description which are used or useful in connection with the business and operations of the Station, as a going concern, including, without limitation, rights under contracts and leases, real and personal property, plant and equipment, inventories, intangibles, licenses and goodwill, but excluding all such assets and properties which constitute Excluded Assets. The rights, assets, property, and business of Seller with respect to the Station to be transferred to Buyer pursuant to this Section 1.1 in connection with the exercise of the Option are referred to as the “Station Assets,” and the purchase and sale of the Station Assets pursuant to this Agreement in connection with the exercise of the Option is referred to as the “Sale.” Subject to Section 1.2, the Station Assets include, without limitation, Seller’s rights in, to and under the following, in each case if and to the extent in existence and held by Seller immediately prior to the Closing:

Appears in 5 contracts

Samples: Option Agreement (Mission Broadcasting Inc), Option Agreement (Nexstar Broadcasting Group Inc), Option Agreement (Nexstar Broadcasting Group Inc)

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Option Grant; Assets Covered. Seller hereby grants to Buyer, and Buyer hereby accepts Seller’s grant of, an option (the “Option”) to acquire the Station Assets, upon the terms and conditions set forth in this Agreement. This Option is granted in return for, among other consideration, the payment by Buyer to Seller of $1.00 and Buyer’s guarantee of Seller’s debt. Upon and subject to the terms and conditions stated in this Agreement, on the Closing Date, Seller, as its interests may appear, shall convey, transfer, and deliver to Buyer, and Buyer shall acquire from Seller, all of Seller’s rights in, to and under the assets and properties of Seller, real and personal, tangible and intangible, of every kind and description which are used or useful in connection with the business and operations of the StationStations, as a going concern, including, without limitation, rights under contracts and leases, real and personal property, plant and equipment, inventories, intangibles, licenses and goodwill, but excluding all such assets and properties which constitute Excluded Assets. The rights, assets, property, and business of Seller with respect to the Station Stations to be transferred to Buyer pursuant to this Section 1.1 in connection with the exercise of the Option are referred to as the “Station Assets,” and the purchase and sale of the Station Assets pursuant to this Agreement in connection with the exercise of the Option is referred to as the “Sale.” Subject to Section 1.2, the Station Assets include, without limitation, Seller’s rights in, to and under the following, in each case if and to the extent in existence and held by Seller immediately prior to the Closing:

Appears in 2 contracts

Samples: Option Agreement (Mission Broadcasting Inc), Option Agreement (Nexstar Broadcasting Group Inc)

Option Grant; Assets Covered. Seller hereby grants to Buyer, and Buyer hereby accepts Seller’s 's grant of, an option (the "Option") to acquire the Station Assets, upon the terms and conditions set forth in this Agreement. This Option is granted in return for, among other consideration, the payment by Buyer to Seller of $1.00 and Buyer’s 's guarantee of Seller’s 's debt. Upon and subject to the terms and conditions stated in this Agreement, on the Closing Date, Seller, as its interests may appear, shall convey, transfer, and deliver to Buyer, and Buyer shall acquire from Seller, all of Seller’s 's rights in, to and under the assets and properties of Seller, real and personal, tangible and intangible, of every kind and description which are used or useful in connection with the business and operations of the Station, as a going concern, including, without limitation, rights under contracts and leases, real and personal property, plant and equipment, inventories, intangibles, licenses and goodwill, but excluding all such assets and properties which constitute Excluded Assets. The rights, assets, property, and business of Seller with respect to the Station Stations to be transferred to Buyer pursuant to this Section 1.1 in connection with the exercise of the Option are referred to as the "Station Assets," and the purchase and sale of the Station Assets pursuant to this Agreement in connection with the exercise of the Option is referred to as the "Sale." Subject to Section 1.2, the Station Assets include, without limitation, Seller’s 's rights in, to and under the following, in each case if and to the extent in existence and held by Seller immediately prior to the Closing:

Appears in 1 contract

Samples: Option Agreement (Nexstar Broadcasting Group Inc)

Option Grant; Assets Covered. Seller hereby grants to Buyer, and Buyer hereby accepts Seller’s 's grant of, an option (the "Option") to acquire the Station Assets, upon the terms and conditions set forth in this Agreement. This Option is granted in return for, among other consideration, the payment by Buyer to Seller of $1.00 and Buyer’s guarantee of Seller’s debt. Upon and subject to the terms and conditions stated in this Agreement, on the Closing Date, Seller, as its interests may appear, shall convey, transfer, and deliver to Buyer, and Buyer shall acquire from Seller, all of Seller’s 's rights in, to and under the assets and properties of Seller, real and personal, tangible and intangible, of every kind and description which are used or useful in connection with the business and operations of the Station, as a going concern, including, without limitation, rights under contracts and leases, real and personal property, plant and equipment, inventories, intangibles, licenses and goodwill, but excluding all such assets and properties which constitute Excluded Assets. In addition, Seller shall cause Mission License to convey, transfer and deliver to Buyer, and Buyer shall acquire from Mission License, all of Mission License's rights in, to and under the FCC Authorizations described below. The rights, assets, property, and business of Seller and Mission License with respect to the Station to be transferred to Buyer pursuant to this Section 1.1 in connection with the exercise of the Option are referred to as the "Station Assets," and the purchase and sale of the Station Assets pursuant to this Agreement in connection with the exercise of the Option is referred to as the "Sale." Subject to Section 1.2, the Station Assets include, without limitation, Seller’s 's and Mission License's rights in, to and under the following, in each case if and to the extent in existence and held by Seller immediately prior to the Closing:

Appears in 1 contract

Samples: Option Agreement (Nexstar Broadcasting Group Inc)

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Option Grant; Assets Covered. Seller hereby grants to Buyer, and Buyer hereby accepts Seller’s 's grant of, an option (the "Option") to acquire the Station Assets, upon the terms and conditions set forth in this Agreement. This Option is granted in return for, among other consideration, the payment by Buyer to Seller of $1.00 and Buyer’s guarantee of Seller’s debt. Upon and subject to the terms and conditions stated in this Agreement, on the Closing Date, Seller, as its interests may appear, shall convey, transfer, and deliver to Buyer, and Buyer shall acquire from Seller, all of Seller’s 's rights in, to and under the assets and properties of Seller, real and personal, tangible and intangible, of every kind and description which are used or useful in connection with the business and operations of the Station, as a going concern, including, without limitation, rights under contracts and leases, real and personal property, plant and equipment, inventories, intangibles, licenses and goodwill, but excluding all such assets and properties which constitute Excluded Assets. The rights, assets, property, and business of Seller with respect to the Station to be transferred to Buyer pursuant to this Section 1.1 in connection with the exercise of the Option are referred to as the "Station Assets," and the purchase and sale of the Station Assets pursuant to this Agreement in connection with the exercise of the Option is referred to as the "Sale." Subject to Section 1.2, the Station Assets include, without limitation, Seller’s 's rights in, to and under the following, in each case if and to the extent in existence and held by Seller immediately prior to the Closing:

Appears in 1 contract

Samples: Option Agreement (Nexstar Broadcasting Group Inc)

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