Purchase and Sale of Purchased Assets Clause Samples

Purchase and Sale of Purchased Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the ▇▇▇▇ of Sale.

Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this Agreement, on the Closing Date, the ▇▇▇▇▇▇ Entities shall sell, transfer, assign, convey, and deliver to Buyer, and Buyer shall purchase from the ▇▇▇▇▇▇ Entities, free and clear of all Encumbrances (except for Permitted Encumbrances), all of the assets, properties, and business (excepting only the Excluded Assets) of every kind and description, wherever located, real, personal or mixed, tangible or intangible, used, held for use, or otherwise relating to the Stations or the business of the Stations (the “Business”) (herein collectively referred to as the “Purchased Assets”), including, without limitation, all right, title and interest of the ▇▇▇▇▇▇ Entities in, to and under: (a) All licenses, permits, permissions and other authorizations relating to the operation of the Stations issued by the FCC or any other governmental agency, including but not limited to those listed on Schedules 3.8 and 3.9(a) (the “Station Licenses”), all rights to use of the Stations’ call letters, and all applications for modification, extension or renewal of the Station Licenses, and any pending applications for any new licenses, permits, permissions or authorizations pending on the Closing Date, including, but not limited to, those listed on Schedule 3.9(a); (b) All accounts receivable generated by the Business for periods commencing on the TBA Effective Date and continuing as long as the TBA is in effect and receivables due to the Stations pursuant to the Trade Agreements, but excluding any amounts payable by Buyer to the ▇▇▇▇▇▇ Entities in accordance with the TBA. (c) The Real Property described in Schedule 3.10(a) and any option, right or contract to purchase, lease, possess or occupy real property described in Schedule 3.10(d); (d) All machinery, equipment (including computers and office equipment), auxiliary and translator facilities, transmitting towers, transmitters, broadcast equipment, antennae, supplies, inventory (including all programs, records, tapes, recordings, compact discs, cassettes, spare parts and equipment), advertising and promotional materials, engineering plans, records and data, vehicles, furniture and other personal property owned by the ▇▇▇▇▇▇ Entities, which is used in the Stations or the Business, including, without limitation, the items listed or referred to in Schedule 3.11(a), but excluding any such property disposed of by the ▇▇▇▇▇▇ Entities or Buyer between the date hereof and the Closing Date ...

Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this Agreement, the Buyer hereby agrees to purchase from the Seller, and the Seller hereby agrees to sell, convey, transfer, assign and deliver to the Buyer, free and clear of all Liens, all of the Seller’s right, title and interest in, to and under all of the assets of the Seller other than the Excluded Assets (the “Purchased Assets”), wherever located, whether real, personal or mixed, tangible or intangible, as the same shall exist as of the Closing, including the following assets and properties: (a) all cash and Cash Equivalents of the Seller other than the Retained Cash; (b) the Seller’s interests in the real property leases listed on Annex 2.1(a) (the “Leased Real Property”) together with all buildings, structures, installations, fixtures, trade fixtures, building equipment and other improvements owned by the Seller located on or attached to the Leased Real Property; (c) all inventory, materials, spare parts, service parts, finished goods, supplies, packaging materials, work in progress and other inventories of the Seller (“Inventory”); (d) all fixed assets and tangible personal property owned by the Seller, including all furniture, fixtures, machinery, equipment, supplies, computer hardware and software and other tangible personal property used in or related to the Business (collectively, the “Tangible Personal Property”); (e) all Seller Owned Intellectual Property and goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against past, present and future infringements thereof, and rights to protection of past, present and future interests therein under the laws of all jurisdictions, including the Registered Intellectual Property listed on Section 4.14(a) of the Disclosure Schedule; (f) all of the Seller’s agreements and Contracts and its rights thereunder, except to the extent such agreements or Contracts are an Excluded Asset; (g) all of the Seller’s accounts, billed and unbilled receivables and other amounts due to the Seller from third-party payors; (h) all of the Seller’s claims, deposits, prepaid expenses, advance payments, causes of action, choses in action, rights of recovery, rights of set-off and rights of recoupment, except to the extent in respect of any Excluded Asset; (i) all of the Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Asse...

Purchase and Sale of Purchased Assets. On the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, transfer, assign, convey and deliver to the Buyer, and the Buyer shall purchase from the Seller, free and clear of all Encumbrances (except for Permitted Encumbrances and Assumed Liabilities), all of Seller’s right, title and interest in, to and under substantially all of the assets, properties, rights and business of the Seller as of the Closing (excepting only the Excluded Assets), and including the following (herein collectively referred to as the “Purchased Assets”): (a) (x) The Seller FCC Authorizations, including those listed on Schedule 3.4(a) and the call signs KMSS-TV, KPEJ-TV and KLJB, and (y) all other assignable Governmental Permits, and including, in each case, any applications therefor and renewals or modifications thereof between the date hereof and Closing; (b) All machinery, equipment, auxiliary and translator facilities, transmitting towers, transmitters, broadcast equipment, antennae, cables, supplies, vehicles, furniture, fixtures, appliances, servers, traffic systems, graphic systems, audio boards, switchers, radar systems, microwaves, transponders, relays, backup generators, computers, computer hardware and peripherals, information technology infrastructure, telephone systems, office equipment, cameras, production and news operation equipment, inventory, leasehold improvements, spare parts and other tangible personal property of every kind and description, including the personal property set forth on Schedule 2.1(b) (except for any retirements or dispositions of such scheduled personal property made between the date hereof and Closing in accordance with Section 5.4 or any tangible property located at the Seller’s corporate offices in Los Angeles and Houston that are not used in or relevant to the operation of the Stations) (“Tangible Personal Property”), together with all rights against the manufacturers and/or suppliers of any of the foregoing; (c) Other than the Nexstar Claims, the Causes of Action of the Seller or its estate or that could be asserted by the Seller or its estate, relating to or arising out of the Purchased Assets or the Assumed Liabilities, including rights against counterparties to the Assumed Contracts, the manufacturers and/or suppliers of Tangible Personal Property or other third parties that are or were vendors, services providers or employees of the Business; (d) All books and records in any form or media to th...

Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller Parties shall, or shall cause their Affiliates to, sell, transfer, assign, convey and deliver to the Buyer, and the Buyer shall purchase from the Seller Parties and their Affiliates, pursuant to this Agreement, free and clear of all Encumbrances (except for Permitted Encumbrances), all of the right, title and interest of the Seller Parties and their Affiliates to the assets, properties and business (excepting only the Excluded Assets) of every kind and description, wherever located, real, personal or mixed, tangible or intangible, used or held for use primarily in the Business (herein collectively referred to as the “Purchased Assets”), including, all right, title and interest of the Seller Parties and their Affiliates as of Closing to the following (excepting only the Excluded Assets): (a) All assets recorded or reflected on the Balance Sheet (including assets such as Contracts to which no value was attributed); (b) All assets acquired by the Seller Parties or their Affiliates since the date of the Balance Sheet, which, had they been held by the Seller Parties or their Affiliates on such date, would have been recorded or reflected on the Balance Sheet in accordance with the Agreed Accounting Principles (including assets such as Contracts to which no value would have been attributed); (c) The Receivables; (d) Any and all prepayments, prepaid rentals, deposits (including on leasehold interests and utilities), and prepaid expenses outstanding at the Closing and primarily relating to the Business, the Purchased Assets or the Assumed Liabilities;

Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall, or shall cause its Affiliates to, sell, transfer, assign, convey and deliver to the Buyer, and the Buyer shall purchase from the Seller, pursuant to this Agreement, free and clear of all Encumbrances (except for Permitted Encumbrances), all of the right, title and interest of the Seller to the assets and properties (excepting only the Excluded Assets) of every kind and description, real, personal or mixed, tangible or intangible, then owned or held by the Seller and used exclusively or necessary for use in the Business (herein collectively referred to as the “Purchased Assets”), including, all right, title and interest of the Seller as of Closing to the following: (a) (i) The Seller FCC Authorizations and (ii) all other assignable Governmental Permits exclusively related to or necessary for the operation of the Stations, and including any applications therefor and renewals or modifications thereof between the date hereof and Closing; (b) All Owned Real Property, together with all fixtures and improvements thereon, and appurtenances thereto; (c) All machinery, equipment (including cameras, computers and office equipment), auxiliary and translator facilities, transmitting towers, transmitters, broadcast equipment, antennae, supplies, inventory (including all films, programs, records, tapes, recordings, compact discs, cassettes, spare parts and equipment), vehicles, furniture and other tangible personal property owned by the Seller and used or held for use exclusively in or necessary for the operation of the Business, except for any retirements or dispositions thereof made between the date hereof and the Closing in accordance with Section 5.4 (“Tangible Personal Property”), including the Tangible Personal Property listed on Schedule 2.1(c); (d) All Intellectual Property owned or licensed by the Seller and used or held for use exclusively in or necessary for the operation of the Business (the “Purchased Intellectual Property”), including the call signs of the Stations, but, for the avoidance of doubt, excluding any Intellectual Property used in connection with any Other Seller Stations; (e) (i) all contracts and agreements of the Seller to the extent such contracts and agreements are for the sale or barter of broadcast time on the Stations for advertising purposes; (ii) all contracts and agreements of the Seller to the extent such contracts or agreements are for the p...

Purchase and Sale of Purchased Assets continued iv) any obligations, liabilities, claims, suits, demands, actions or proceedings of any kind whatsoever, including, without limitation, any obligations, liabilities or claims for wages, salary, bonus, vacation pay or other remuneration or any claims pursuant to any worker's compensation or similar legislation by any Employee of the Vendor (whether or not they become employees of the Purchaser) related to any matter or event that occurred during or arose out of or is attributable to such employee's employment with the Vendor, except as otherwise provided for in section 8 (c ) below; v) any obligations, liabilities, claims or damages, including back wages, employee benefits or insurance costs, expenses, any unfair labour practice charges, legal fees and fines, arising out of or relating to any employment termination, layoff or reduction in hours of any Employee occurring prior to the Closing Date; vi) any obligations, liabilities or claims whatsoever for any commission or other remuneration payable or alleged to be payable to any broker, agent or other person who has acted or purported to act for the Vendor in connection with the sale of the Purchased Assets; vii) any sales commission payable by the Vendor at any time prior to or on the Closing Date; and viii) all liabilities not specified in Article 2.b) of this Agreement (collectively the "Excluded Liabilities"). d) Excluded Assets The Purchaser is not purchasing or acquiring the following assets belonging to either the Vendor or the Business prior to but not including the Closing Date: i) all cash on hand or in banks or other depositories, insurance proceeds receivable, income and other tax refunds and term deposits; ii) the exclusive right to the continued use of the tradenames "Sportswise" and "Sportswise International"; iii) all claims and causes of action accruing to the benefit of the Vendor; and iv) all accounts receivable (collectively the "Excluded Assets").

Purchase and Sale of Purchased Assets. At the Closing Time, on and subject to the terms and conditions of this Agreement and the Approval and Vesting Order, the Vendors shall sell to the Purchaser, and the Purchaser shall purchase from the Vendors, all of the Vendors’ right, title and interest in and to the Purchased Assets, which shall be free and clear of all Encumbrances, to the extent and as provided for in the Approval and Vesting Order.

Purchase and Sale of Purchased Assets. In accordance with the provisions of this Agreement, at Closing Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and accept, free and clear of any mortgage, pledge, lien, charge, security interest, claim or other encumbrance (“Liens”), all of Seller’s right, title and interest in and to all of the following assets that are used solely in the operation of the Business (collectively, the “Purchased Assets”): a) Assets listed in Exhibit “D”.