PURCHASE AND SALE OF THE PURCHASED ASSETS; ASSUMPTION OF ASSUMED Sample Clauses

PURCHASE AND SALE OF THE PURCHASED ASSETS; ASSUMPTION OF ASSUMED. LIABILITIES 2 ARTICLE II CONSIDERATION 11 ARTICLE III CLOSING AND TERMINATION 13 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLERS 18
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PURCHASE AND SALE OF THE PURCHASED ASSETS; ASSUMPTION OF ASSUMED. LIABILITIES 2.1 Purchase and Sale of the Purchased Assets. Pursuant to sections 105, 363 and 365 of the Bankruptcy Code and subject to the terms and conditions set forth herein, at the Closing, Sellers shall sell, transfer, assign, convey and deliver to Purchaser, and/or (if so directed by Purchaser) to one or more of Purchaser’s Affiliates, and Purchaser shall purchase, acquire and accept, or cause one or more of its Affiliates to purchase, acquire and accept, from Sellers all of Sellers’ right, title and interest in, to and under all of Sellers’ assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located (whether at the Premises or any other location), in the physical possession of Sellers or another Person (other than the Excluded Assets), including all assets which are used or held for use in connection with, or which are related to, Sellers’ business (the “Business”) prior to the Petition Date, free and clear of all Encumbrances other than Permitted Encumbrances, including the following, but in each case excluding the Excluded Assets, (the “Purchased Assets”) as of the Closing: (a) to the extent assignable pursuant to Section 365 of the Bankruptcy Code, all of the Contracts (the “Assigned Contracts”) set forth on Schedule 2.5(a) (the “Contract and Cure Schedule”) and all rights thereunder; (b) all trade and non-trade accounts receivable, notes receivable and negotiable instruments of Sellers, but, for the avoidance of doubt, excluding any intercompany Indebtedness among Sellers (the “Accounts Receivable”); (c) all Inventory, including raw materials, works in process, parts, subassemblies and finished goods, wherever located and whether or not obsolete or carried on Sellers’ books of account, in each case, with any transferable warranty and service rights of the applicable Seller related thereto; (d) the Leased Real Property listed on Schedule 2.1(d) (the “Assumed Leased Real Property”), including any security deposits or other deposits delivered in connection therewith; (e) all deposits of each Seller as security for rent, electricity, telephone, bonds or other sureties or otherwise and prepaid charges and expenses, including all prepaid rent and all prepaid charges, expenses and rent under any personal property leases, or cash deposits of clients or customers held by each Seller as prepayments or security for receivables or obligations, relating to the Business...
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PURCHASE AND SALE OF THE PURCHASED ASSETS; ASSUMPTION OF ASSUMED. LIABILITIES 1
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Related to PURCHASE AND SALE OF THE PURCHASED ASSETS; ASSUMPTION OF ASSUMED

  • Purchase and Sale of Assets Subject to the terms and conditions set forth below, Seller agrees to assign, sell and transfer to Buyer, and Buyer agrees to purchase from Seller, all of Seller’s rights, title and interest in and to the assets, properties and business (except for Excluded Assets) of every kind and description, wherever located, real, personal, tangible or intangible, used solely by or otherwise relating solely to the Stations as the same shall exist on the Closing Date (as defined herein) (collectively, the Station Assets”). Seller agrees that the Station Assets on the Closing Date shall be free and clear of any and all liens, claims, petitions, charges and encumbrances of any nature whatsoever (“Liens”), and shall include: (a) the Licenses and any and all other FCC authorizations pertaining to the Stations set forth on Schedule 1(a) hereto; (b) any and all pending applications before the FCC which relate solely to the Stations; (c) all books and records relating solely to the Stations; (d) all of Seller’s proprietary information, technical information, demographic and market data, coverage maps, diagrams and the like which relate solely to the Station or to the future business of the Stations; (e) all of the Seller’s land, leases, land purchase contracts, tower registrations, tower permits relating solely to the Stations, including but not limited to all rights, title and interest under the leases, subleases, licenses, occupancy agreements or other contracts relating solely to the Stations, as set forth on Schedule 1(e) hereto (collectively the “Real Property”); (f) all of the Seller’s right, title and interests under existing agreements, contracts, commitments, leases relating solely to the operation of the Stations as more fully described on Schedule 1(f) hereto; and (g) all of the Seller’s supplies, equipment, inventories and other property purchased but not installed, as and relating solely to the operation of the Stations, as set forth on Schedule 1(g) hereto. In connection with the purchase of Station Assets, Buyer shall assume and agree to pay, perform and discharge when due the following obligations arising in connection with the Station Assets and operation of the business, as the same shall exist on the Closing Date (collectively, the “Assumed Liabilities”): (i) those liabilities arising from the Station Assets that are scheduled by Seller in Schedule 3.6 set forth herein and agreed upon by both Parties, (ii) all obligations of Seller under the leases, contacts and other agreements included in the Station Assets arising and to be performed on or after the Closing Date, but excluding any such obligations arising or to be performed prior to the Closing Date.

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