Common use of Sale and Transfer of Assets Clause in Contracts

Sale and Transfer of Assets. At closing of the transaction described herein ("Closing"), Seller shall sell, convey, assign, transfer and deliver to Buyer, free and clear of any lien, encumbrance, mortgage or security interest of any nature whatsoever, all the material assets of the Seller or Shareholder listed herein for use in connection with the operation of the Station, specifically excluding cash on hand, accounts receivable , like cash accounts and cash value of life insurance policies, items not listed, if any, and including, the following (collectively, the "Assets"): 1.1. All licenses, permits and authorizations ("Licenses") issued by the Commission for the operation of or used in connection with the operation of the Station, all of which are listed on SCHEDULE A attached hereto; 1.2. All of Seller's real property interests described in SCHEDULE B attached hereto ("Real Property"); 1.3. All tangible personal property owned by Seller and used or held for use in connection with the operation of the Station listed on SCHEDULE C attached hereto, and any replacements therefor or improvements thereof acquired or constructed prior to Closing ("Personal Property"); 1.4. All of Seller's rights and benefits under the business agreements, leases and contracts listed on SCHEDULE D attached hereto, including any renewals, extensions, amendments or modifications thereof, all time sales agreements, and any additional agreements, leases and contracts listed; Contracts made or entered into by Seller in the ordinary course of business between the date of such Schedule and the Closing approved in writing by Buyer and Seller or otherwise permitted hereunder ("Leases and Agreements"); 1.5. All other licenses, permits or authorizations issued by any government or regulatory agency other than the FCC, which are used in connection with the operation of the Station ("Permits"); 1.6. All right, title and interest of Seller in and to the use of the call letters WAUR for the Station ("Call Letters"), to the extent they can be conveyed; together with all common law property rights, goodwill, copyrights, trademarks, service marks, trade names and other similar rights used in connection with the operation of the Station, including all accretions thereto, including but not limited to those listed on SCHEDULE E attached hereto ("General Intangibles"); and 1.7. Copies or originals of (relating to WAUR) programs, logs, customer contracts, public files, vendor contracts, historical billing information, promotional material, customer files, correspondence, maintenance records or other business records relating to or used in connection with the operation and financial condition of the Station (if requested), but not including records pertaining to corporate affairs (including tax records) and journals, provided copies are supplied to Buyer if needed at Buyer's expense. Buyer shall have reasonable access to all such records which might be in the possession of Seller for a period of two (2) years following the Closing, and shall, at its own expense, have the right to make copies thereof; 1.8. Seller and Shareholder agree that the Station Assets conveyed to Buyer on the Closing Date pursuant to this Agreement will be conveyed free and clear of all liens, charges, claims and encumbrances whatsoever, excepting only those obligations from and after the Closing Date with respect to obligations of Seller expressly agreed to be assumed by Buyer hereunder.

Sale and Transfer of Assets. At closing of 1.1. Based upon and subject to the transaction described herein ("Closing")terms, conditions, agreements, representations and warranties hereinafter set forth, the Seller shall does hereby agree to sell, convey, assign, transfer transfer, deliver and deliver convey to BuyerBuyer and Buyer does hereby agree to purchase, free acquire, accept and clear of any lien, encumbrance, mortgage or security interest of any nature whatsoever, all the material assets of the Seller or Shareholder listed herein for use in connection with the operation of the Station, specifically excluding cash on hand, accounts receivable , like cash accounts and cash value of life insurance policies, items not listed, if any, and including, the following (collectively, the "Assets"): 1.1. All licenses, permits and authorizations ("Licenses") issued by the Commission for the operation of or used in connection with the operation of the Stationtake possession of, all of which are listed on SCHEDULE A attached hereto; 1.2. All of Seller's real property interests described in SCHEDULE B attached hereto ("Real Property"); 1.3. All tangible personal property owned by Seller and used or held for use in connection with the operation of the Station listed on SCHEDULE C attached hereto, and any replacements therefor or improvements thereof acquired or constructed prior to Closing ("Personal Property"); 1.4. All of Seller's rights and benefits under the business agreements, leases and contracts listed on SCHEDULE D attached hereto, including any renewals, extensions, amendments or modifications thereof, all time sales agreements, and any additional agreements, leases and contracts listed; Contracts made or entered into by Seller in the ordinary course of business between the date of such Schedule and the Closing approved in writing by Buyer and Seller or otherwise permitted hereunder ("Leases and Agreements"); 1.5. All other licenses, permits or authorizations issued by any government or regulatory agency other than the FCC, which are used in connection with the operation of the Station ("Permits"); 1.6. All right, title and interest of Seller in and to the use all assets, properties, rights and business of the call letters WAUR Seller of every kind and description wherever located (except for the Station Excluded Assets, as hereinafter defined) used in or related to the Business (all of which are hereinafter sometimes referred to as the "Call LettersAssets"), including without limitation, the following assets of Seller: (a) All trade accounts receivable of Seller relating to the extent they can be conveyedBusiness; together with all common law property rights(b) All office supplies, goodwilloffice machines, copyrightsoffice furniture, trademarksmachinery, service marksequipment, trade names fixtures, inventory, leasehold improvements and other similar rights used in connection with the operation computer hardware and software systems, including those described on Schedule 1.1 (b) hereto; (c) All vendor and customer lists, work-in-process and computerized information of the StationSeller with respect to the Business; (d) All general intangibles relating to the Business including, without limitation, the DepoNet(R) name, any other trade name, any design and logo relating to the name, contracts and commitments with members, the Purchase and Redemption Agreement among Seller, the Principals and C. Wayne Parkman dated May 24, 1996 (the "Parkman Agreement"), lxxxxxxx xxx xlaims; (e) All books, records, forms, promotional materials and documents of Seller relating to the foregoing, including, without limitation, accounting, payroll and tax records and telephone and telecopier numbers (including 800 number); and (f) The stock of Seller's subsidiary, Lawyers Choice Incorporated, and all accretions theretolines of business, proposed lines of business and strategic plans of Seller unrelated to the DepoNet(R) court reporting referral system, including but not limited to those listed on SCHEDULE E attached hereto Seller's Lawyers ChoiceSM, Expert PlusSM, MCI consulting, factoring and receivables management programs. 1.2. The following assets and any and all contract rights relating thereto (the "General IntangiblesExcluded Assets")) shall be specifically excluded from the Assets to be acquired by Buyer hereunder: (a) All cash, cash equivalents and accounts; and 1.7. Copies or originals of (relating to WAURb) programs, logs, customer contracts, public files, vendor contracts, historical billing information, promotional material, customer files, correspondence, maintenance records or All receivables other business records relating to or used in connection with the operation and financial condition of the Station (if requested), but not including records pertaining to corporate affairs (including tax records) and journals, provided copies are supplied to Buyer if needed at Buyer's expense. Buyer shall have reasonable access to all such records which might be in the possession of Seller for a period of two (2) years following the Closing, and shall, at its own expense, have the right to make copies thereofthan trade accounts receivable; 1.8. Seller (c) All utility deposits, lease deposits, or similar items; (d) All tax refunds, including income, franchise, sales and Shareholder agree use taxes; (e) Rights under insurance policies, indemnity agreements and the like, to the extent that the Station Assets conveyed to Buyer on the Closing Date pursuant to this Agreement will be conveyed free and clear of all liens, charges, claims and encumbrances whatsoever, excepting only those obligations from and after the Closing Date with respect to obligations of Seller expressly agreed to be liability covered by such instruments has not been assumed by Buyer hereunder; and (f) Stock records, minute books and such other books and records of Seller which Seller is required by law or governmental regulations to maintain, other than those related to Lawyers Choice Incorporated. 1.3. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER AND THE PRINCIPALS CONTAINED HEREIN AND AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE ASSETS ARE BEING SOLD ON AN "AS- IS, WHERE-IS" BASIS, WITHOUT ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Sale and Transfer of Assets. At closing of the transaction described herein Closing, which shall occur on the Closing Date ("Closing"both terms as defined in Section 6.01 hereof), and subject to the terms and conditions of this Agreement, the Seller shall will grant, sell, convey, assign, transfer assign and deliver to Buyerthe Purchaser, free and clear of any lien, encumbrance, mortgage or security interest of any nature whatsoever, the Purchaser will pay for and accept from the Seller all the material assets of the Seller or Shareholder listed herein for use in connection with the operation of the Station, specifically excluding cash on hand, accounts receivable , like cash accounts and cash value of life insurance policies, items not listed, if any, and including, the following assets (collectively, the "“Assets"):”), effective as of 12:01 a.m., Abilene, Texas time on the Closing Date: 1.1. (a) All licensesof the tangible and intangible assets of every kind and description (other than the Excluded Assets) of the Seller used in Seller’s fishing and rental tool business (the “Business”), permits including, without limitation all tanks, pumps, reverse units, blow out preventors, foam units, wash pipe, drill collars and authorizations pipe, fishing and rental tools, and other miscellaneous equipment all as more particularly described on the inventory listing attached hereto on Exhibit A. The Seller is not selling and the Purchaser is not purchasing any of the Seller’s cash, deposits, prepayments, bank accounts, prepaid insurance, bonds, accounts receivable or other assets specifically defined herein as being excluded from the sale and purchase contemplated by this Agreement, all of which are referred to herein collectively as ("Licenses"the “Excluded Assets”). (b) issued by the Commission for the operation of or trucks, trailers, light vehicles, miscellaneous support trucks and other equipment described on Exhibit B hereto, together with all tools and accessories located on and used in connection with the same. (c) all spare components, tools, fittings and accessories, replacements parts and operating supplies, inventories, all shop equipment, tools, accessories and shop supply inventories, all office equipment and improvements owned by Seller (the Assets described under Section 1.01(a), (b) and (c) hereof are sometimes referred to as the “Tangible Personalty”); (d) all rights to all licenses, permits, easements and other authorizations or grants owned by or in favor of the Seller which are in any way used or useful in the ownership and operation of the Station, Assets and the Business; (e) all of the Seller’s rights under the lease agreements, contracts and commitments which are listed described on SCHEDULE A attached hereto; 1.2. All of Seller's real property interests described in SCHEDULE B Exhibit C attached hereto and made a part hereof for all purposes ("Real Property"the “Contracts”); 1.3. All tangible personal property owned by (f) any usable and salable raw materials and supplies of the Seller as of the Closing (the “Inventory”); (g) all existing and used assignable guaranties and warranties (express or held for use implied) issued in connection with the purchase, lease, construction, alteration, and/or repair of any real or personal property included within the Assets; (h) all information, files, records, data, plans and recorded information, including supplier lists and customer lists, relating to the ownership and operation of the Station listed on SCHEDULE C attached heretoBusiness, provided that the Seller shall be entitled to keep, retain and any replacements therefor or improvements thereof acquired or constructed prior to Closing ("Personal Property")utilize copies of all corporate, accounting and tax records maintained by the Seller; 1.4. All of Seller's rights and benefits under the business agreements, leases and contracts listed on SCHEDULE D attached hereto, including any renewals, extensions, amendments or modifications thereof, (i) all time sales agreements, and any additional agreements, leases and contracts listed; Contracts made or entered into by Seller in the ordinary course of business between the date of such Schedule and the Closing approved in writing by Buyer and Seller or otherwise permitted hereunder ("Leases and Agreements"); 1.5. All other licenses, permits or authorizations issued by any government or regulatory agency other than the FCC, which are used in connection with the operation of the Station ("Permits"); 1.6. All right, title and interest of the Seller in and to the use of the call letters WAUR for the Station ("Call Letters"), to the extent they can be conveyed; together with all common law property rights, goodwill, copyrights, trademarks, service marks, trade names and other similar rights used by the Seller in connection with the operation of the StationBusiness, including including, specifically, the name G&L Tool Company and all accretions theretovariations thereof; (j) all telephone numbers, facsimile numbers and websites utilized by Seller in the conduct of the Business; (k) all real property owned by Seller, including but not limited to those listed the real property described on SCHEDULE E Exhibit D hereto (collectively, the “Real Property”), all of which will be conveyed to Purchaser pursuant to a Real Property Purchase Agreement or Agreements (hereinafter referred to as the “Real Property Purchase Agreement”, whether one or more), with such Real Property Purchase Agreement or Agreements to be in substantially the form of that attached hereto or Exhibit E; ("General Intangibles")l) all goodwill of the Seller; and 1.7. Copies or originals of (relating to WAURm) programs, logs, customer contracts, public files, vendor contracts, historical billing information, promotional material, customer files, correspondence, maintenance records or any and all other business records relating to or used in connection with the operation and financial condition assets of the Station (if requested), but not including records pertaining to corporate affairs (including tax records) and journals, provided copies are supplied to Buyer if needed at Buyer's expense. Buyer shall have reasonable access to all such records which might be in Seller other than the possession of Seller for a period of two (2) years following the Closing, and shall, at its own expense, have the right to make copies thereof; 1.8. Seller and Shareholder agree that the Station Assets conveyed to Buyer on the Closing Date pursuant to this Agreement will be conveyed free and clear of all liens, charges, claims and encumbrances whatsoever, excepting only those obligations from and after the Closing Date with respect to obligations of Seller expressly agreed to be assumed by Buyer hereunderExcluded Assets.

Sale and Transfer of Assets. At closing of the transaction described herein ("Closing"), Seller the Sellers shall sell, convey, assign, transfer and deliver to Buyer, free and clear of any lien, encumbrance, interest, reservation, restriction, mortgage or security interest of any nature whatsoever, except as expressly provided herein, all the material assets of the Seller Sellers described below used or Shareholder listed herein held for use in connection with the operation of the Station, specifically excluding cash on hand, accounts receivable , like cash accounts and cash value of life insurance policies, items not listed, if any, and including, the following Stations (collectively, the "Acquired Assets"): 1.1. All licenses, permits and authorizations ("Licenses") issued by the Commission for the operation of or used in connection with the operation of the StationStations, all of which are listed on SCHEDULE A attached hereto; 1.2. All of Seller's the Sellers' real property interests relating to the operation of the Stations including that described in SCHEDULE B attached hereto ("Real Property"); 1.3. All tangible personal property owned by Seller and the Sellers used or held for use in connection with the operation of the Station Stations listed on SCHEDULE C attached hereto, and any replacements therefor or improvements thereof acquired or constructed prior to Closing ("Personal Property"); 1.4. All of Seller's the Sellers' rights and benefits under the business agreements, leases and contracts listed on SCHEDULE D attached hereto, including any renewals, extensions, amendments or modifications thereof, all time sales agreements, and any additional agreements, leases and contracts listed; Contracts made or entered into by Seller the Sellers in the ordinary course of business between the date of such Schedule and the Closing approved in writing by Buyer and Seller or otherwise permitted hereunder ("Leases and Agreements"); 1.5. All other licenses, permits or authorizations issued by any government or regulatory agency other than the FCC, which are used in connection with the operation of the Station Stations, all of which are listed on Schedule A ("Permits"); 1.6. All right, title and interest of Seller the Sellers in and to the use of the call letters WAUR for the Station Stations (referred to herein as the "Call Letters"), to the extent they can be conveyed; together with all common law property rights, goodwill, copyrights, trademarks, service marks, trade names and other similar rights used in connection with the operation of the StationStations, including all accretions thereto, including but not limited to those listed on SCHEDULE E attached hereto ("General Intangibles"); and; 1.7. Copies or originals All of (relating to WAUR) the Subsidiaries' magnetic media, electronic data processing files, systems and computer programs, logs, customer contracts, public files, records required by the FCC, vendor contracts, historical billing information, promotional material, customer files, correspondencesupplies, maintenance records or other similar business records relating to or used in connection with the operation and financial condition of the Station (if requested)Stations, but not including records pertaining to corporate affairs (including tax records) and original journals, provided copies are supplied to Buyer if needed at Buyer's expense. Buyer The Sellers shall have reasonable access to all such records which might be in the possession of Seller Buyer for a period of two (2) years following the Closing, and shall, at its own expense, have the right to make copies thereof;; and 1.8. Seller Subject to closing of the contemplated acquisition of the assets and Shareholder agree that the Station Assets conveyed to Buyer on the Closing Date licenses of radio station KMUS(AM), Muskogee, Oklahoma pursuant to this that purchase agreement between CBC and Oklahoma Sports Properties, Inc., dated December 31, 1996 (the "KMUS Purchase Agreement"), which Purchase Agreement will be conveyed free and clear of all lienswas subsequently assigned to CRT, charges, claims and encumbrances whatsoever, excepting only those obligations from and after which is listed on Schedule D attached hereto among the Closing Date with respect to obligations of Seller expressly agreed Agreements to be assigned to and assumed by Buyer hereunderBuyer, the assets acquired by CRT shall be among the Acquired Assets, and the Schedules hereto shall be revised accordingly.

Sale and Transfer of Assets. At closing On the terms and subject to the conditions of this Agreement, at the transaction described herein ("Closing")Closing on the Closing Date, Seller PKI shall cause the Asset Sellers to sell, convey, assign, transfer and deliver to BuyerBuyer or its nominee, and Buyer or such nominee shall purchase and acquire from the Asset Sellers free and clear of all Security Interests (other than Permitted Liens), all of the Asset Sellers’ right, title and interest in, to or under any lienand all of the assets, encumbrancerights, mortgage properties, claims, contracts and business owned, leased, held or used by the Asset Sellers as of the Closing Date, in each case, in existence as of the Closing and solely to the extent primarily related to the Business (except as otherwise specifically provided in clauses (i) through (xxii) below), including each of the following (in each case solely to the extent primarily related to the Business unless otherwise specifically provided in clauses (i) through (xxii) below) (such assets, rights, properties, claims, contracts and business of the Asset Sellers collectively, the “Acquired Assets”): (i) The owned real property set forth on Schedule 1.1(b)(i) attached hereto, together with all buildings, structures, improvements and fixtures thereon and all real property interests appurtenant thereto, (the “Transferred Real Property”); (ii) The leasehold (or other equivalent) interests in real property described on Schedule 1.1(b)(ii) attached hereto (the “Leased Facilities”), including any security interest deposits securing obligations with respect to such Leased Facilities; (iii) All equipment, furniture, furnishings, fixtures, machinery, vehicles, tools, hardware, molding, accessories and other tangible personal property (collectively, the “Equipment”) including any Equipment located on the premises of the Transferred Real Property or Leased Facilities, and all warranties and guarantees, if any, express or implied, existing for the benefit of the Asset Sellers in connection with the Equipment; (iv) All inventory of raw materials, work in process, finished goods, office supplies, maintenance supplies and packaging materials, together with spare parts, supplies, promotional and marketing materials and inventory (including any such items in transit or held in any storage or distribution center or on consignment by any person); (v) All management information systems, computers, workstations, software, code, websites, applications, interfaces, platforms, networks, hardware, firmware, servers, systems, and all other information technology related equipment and assets (collectively, “Systems”); (A) All contracts and agreements, including maintenance and service agreements, joint venture agreements, purchase commitments for materials and other services, advertising and promotional agreements, non-disclosure and confidentiality agreements, personal property leases, collective bargaining agreements (to the extent assignable) and other agreements (including any agreements of the Asset Sellers with customers, suppliers, sales representatives, agents, personal property lessors, personal property lessees, licensors, licensees, consignors and consignees specified therein), including all rights in respect of non-performance or breach thereof, except for the Shared Contracts, and those contracts, agreements (including collective bargaining agreements), commitments or leases set forth on Schedule 1.1(c)(vi) attached hereto (collectively, the “Contracts”) and (B) the rights to which Buyer is entitled with respect to the Shared Contracts (as and to the extent provided in Section 1.7); (vii) All worldwide intellectual property rights, including all (1) patents, (2) trademarks, service marks, trade dress, logos, corporate, trade, d/b/a and similar names, social and mobile media identifiers, Internet domain names, URLs, IP addresses and other indicia of origin, together with the goodwill associated therewith (collectively, “Trademarks”), (3) copyrights and rights in works of authorship, and one copy of all media embodying the same, (4) trade secrets, know-how, inventions, formulas, algorithms, methods and processes, (5) industrial designs, (6) integrated circuit topographies, and (7) registrations, applications, and foreign counterparts of any nature whatsoever, all the material assets of the Seller foregoing in (1)-(6) (all of the intellectual property rights described above, including in clauses (1)-(7), are collectively defined herein as “Intellectual Property”), including all of the items listed on Schedule 1.1(b)(vii) attached hereto; but excluding the PKI Brand; (viii) All licenses, permits, certificates, authorizations, approvals, or Shareholder listed herein franchises issued by any Governmental Entity relating to the development, use, maintenance or occupation of the Leased Facilities or the operations of the Business, including those set forth on Schedule 1.1(b)(viii); (ix) All accounts and notes receivable and other receivables in existence at the Closing Date (whether or not billed or current and including any amounts received by the Sellers in connection therewith after the Closing) related exclusively to the Business; (x) All goods and services and all other economic benefits to be received subsequent to the Closing Date arising out of prepayments and payments by the Asset Sellers prior to the Closing Date and credits in favor of the Asset Sellers, in each case, related exclusively to the Business; (xi) All originals and copies of the personnel files and other employment related records of Business Employees who become New Buyer Employees (subject to the procedures in Section 8.5(m)); (xii) All assets (the “Acquired Benefit Plan Assets”) related to Employee Benefit Plans or Foreign Benefit Plans (including any Acquired Defined Benefit Plan) that are sponsored solely by an Acquired Company or transferring to or being assumed by Buyer or its Affiliates (including the Acquired Companies) pursuant to this Agreement, or by operation of Law (such plans, collectively, the “Acquired Benefit Plans”); (xiii) The stock, shares, quotas, investment capital, membership units and interests, capital stock, limited liability, partnership or other equity interests of the entities set forth on Schedule 1.1(b)(xiii) attached hereto (the “JV Interests”); (xiv) (A) Sole ownership of all patterns, plans, designs, blueprints, sketches, drawings, catalogues, research material, technical information, formulae, compositions, chemical formulations, designs, drawings and other specifications, instructions for use, raw material and component lists and specifications, manufacturing processes and protocols, batch records, process descriptions and validations, procedures (including quality testing and standard operating records and procedures), equipment records, equipment requirements, operating and other manuals, installation procedures and requirements, installation/operation/performance qualification protocols, data (including technical and computer data), performance qualification records and protocols, test results, standard operating procedures (including standard operating procedures for products, solutions, instruments, and equipment), policies and procedures, testing, validation methods and other methods, audits, investigations, inspections, records (including purchasing, regulatory compliance, risk management and research and development records), quality control data, environmental control documentation, product and process improvements, proposals, studies, reports and other printed or written materials and related documentation (“Technical Data”), in each case, to the extent exclusively related, exclusively used or exclusively held for use in connection with the operation of Business (with the Station, specifically excluding cash on hand, accounts receivable , like cash accounts exclusive right to use and cash value of life insurance policies, items not listed, if anypermit others to use same after the Closing Date), and includingPKI and its Affiliates may retain copies of and use such Technical Data in clause (A) for purposes of financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or exchange filings, prosecuting, defending or settling any litigation, Environmental Matter or insurance claim, performing this Agreement and the following transactions contemplated hereby, and (collectively, B) co-ownership (with each party having the "Assets"): 1.1. All licenses, permits right to use and authorizations ("Licenses") issued by permit others to use same after the Commission for Closing without the operation consent of or used in connection with an accounting to the operation other party) of the Stationany Technical Data that are related to, all of which are listed on SCHEDULE A attached hereto; 1.2. All of Seller's real property interests described in SCHEDULE B attached hereto ("Real Property"); 1.3. All tangible personal property owned by Seller and used or held for use in connection with the operation of the Station listed on SCHEDULE C attached heretoBusiness (but not exclusively so), and each Party and its Affiliates may retain copies of such co-owned Technical Data in clause (B); except in each case that the Acquired Assets shall exclude (1) personnel records, health related files or any replacements therefor records that are prohibited from being transferred to Buyer or improvements thereof acquired the Acquired Companies under any data privacy Laws; and (2) Technical Data to the extent exclusively relating to Excluded Assets or constructed prior Excluded Liabilities, and, for clarity, the above does not assign any rights in any Intellectual Property embodied in any Technical Data; (xv) All rights, causes of action, judgments, claims, reimbursements, and demands under manufacturers’, suppliers’, contractors’, licensors’ and vendors’ warranties; (xvi) All deposits, rebates or allowances from customers, suppliers, distributors or other business relations; (xvii) All insurance recoveries for Pre-Closing Matters (solely to Closing ("Personal Property"the extent contemplated by Section 8.2(b)); 1.4. (xviii) All goodwill of Seller's rights the Business or Acquired Assets and benefits under the business agreements, leases other general intangible properties and contracts listed on SCHEDULE D attached hereto, including assets; (xix) All property and casualty insurance proceeds received or receivable in connection with any renewals, extensions, amendments damage or modifications thereof, all time sales agreements, and any additional agreements, leases and contracts listed; Contracts made or entered into by Seller in the ordinary course of business destruction occurring between the date of such Schedule Balance Sheet Date (as defined in Section 2.6) and the Closing approved of any Acquired Assets or assets that would have been included in writing the Acquired Assets but for such damage or destruction, in each case net of any deductible, and out-of-pocket cost of repair or replacement costs actually incurred by Buyer and Seller PKI or otherwise permitted hereunder ("Leases and Agreements")its Affiliates; 1.5. All (xx) (A) Sole ownership of the files, documents, books and records (including stock and partnership record books and Tax books and records), lists, reports, files, work papers, work product, correspondence, manuals, sales, any customer, distributor and vendor lists, data and any related databases, marketing and promotional information, literature and studies, and other licensesmaterials, permits documents and data in any form or authorizations issued by any government medium (whether in hard copy or regulatory agency computer, digital, mobile or other than the FCCelectronic format) (“Books and Records”) that are exclusively related to, which are exclusively used and exclusively held for use in connection with the Business (and sole ownership of with the exclusive right to use same after the Closing Date, subject to the below), and (B) co-ownership of the Books and Records solely to the extent related to, used or held for use in connection with, the Business (but not exclusively so) or required for the operation of the Station Business ("Permits"it being understood that any portion of the Books and Records not related to the Business may be redacted and with each party having the right to use and permit others to use same after the Closing without the consent of or an accounting to the other party), except, in each case, (1) personnel records, health related files or any records that are prohibited from being transferred to Buyer or the Acquired Companies under any data privacy Laws, (2) to the extent exclusively relating to Excluded Assets or Excluded Liabilities and (3) PKI and its Affiliates may retain copies of and use such Books and Records in clause (A) for purposes of financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or exchange filings, prosecuting, defending or settling any litigation, Environmental Matter or insurance claim, performing this Agreement and the transactions contemplated hereby; and for clarity, the above does not assign any rights in any Intellectual Property embodied in any Books and Records; 1.6. (xxi) All rightassets, title rights or properties of any kind or nature that are set forth in the Most Recent Balance Sheet (as defined in Section 2.6) (other than assets disposed of at the end of their useful lives or out of redundancy, non-exclusive licenses and interest assets, rights and properties disposed of Seller or decreased in the Ordinary Course of Businesses between the Balance Sheet Date and the date hereof), except accounts receivable not included in Acquired Assets under Section 1.1(b)(ix), but solely to the use extent included in Working Capital pursuant to Section 1.4; and (xxii) All actions, rights, claims, judgments, reimbursements, demands, causes of action, rights of recovery, choses in action and rights of setoff of any kind (including those under warranties, guarantees and indemnities), accruing or arising before, on or after the call letters WAUR for the Station ("Call Letters")Closing Date, to the extent they can be conveyed; together with relating to the Business, the Equity Interests (including any and all common law property rights, goodwill, copyrights, trademarks, service marks, trade names and other similar rights used in connection with the operation held by any Equity Interest Seller arising under any documentation by which any of the Station, including all accretions thereto, including but not limited to those listed on SCHEDULE E attached hereto ("General Intangibles"); and 1.7. Copies or originals of (relating to WAUR) programs, logs, customer contracts, public files, vendor contracts, historical billing information, promotional material, customer files, correspondence, maintenance records or other business records relating to or used in connection with the operation and financial condition of the Station (if requestedEquity Interests were acquired), but not including records pertaining to corporate affairs (including tax records) and journals, provided copies are supplied to Buyer if needed at Buyer's expense. Buyer shall have reasonable access to all such records which might be in the possession of Seller for a period of two (2) years following the Closingor any Acquired Assets or Assumed Liabilities, and shall, at its own expense, have the right to make copies thereof; 1.8. Seller retain all proceeds, damages and Shareholder agree that remedies therefrom; provided, however, that, as contemplated by the Station Pre-Closing Transactions, in the case of certain of the Asset Sellers (the “Specified Sellers”), the Acquired Assets conveyed shall be sold, conveyed, assigned, novated, transferred and delivered to Buyer on the entities (which may be entities to be formed prior to the Closing) contemplated by the Pre-Closing Transactions (the “Specified Companies”) immediately prior to the Closing Date pursuant to this Agreement the Pre-Closing Transactions (and subject to any modifications thereof made in accordance with Section 4.7); and provided, further, that Acquired Assets shall not include any assets, rights, properties, claims, contracts or business owned by an Acquired Company, which will be conveyed free and clear of all liens, charges, claims and encumbrances whatsoever, excepting only those obligations from and after the Closing Date with respect to obligations of Seller expressly agreed to be assumed acquired by Buyer hereunderpursuant to the acquisition of the Equity Interests.

Sale and Transfer of Assets. At closing of the transaction described herein ("Closing")Seller agrees to sell, Seller shall sellassign, transfer, convey, assign, transfer and deliver to Buyer, free and clear of any lien, encumbrance, mortgage or security interest of any nature whatsoever, all the material assets of the Seller or Shareholder listed herein for use in connection with the operation of the Station, specifically excluding cash on hand, accounts receivable , like cash accounts and cash value of life insurance policies, items not listed, if any, and including, the following (collectively, the "Assets"): 1.1. All licenses, permits and authorizations ("Licenses") issued by the Commission for the operation of or used in connection with the operation of the StationBuyer agrees to purchase from Seller, all of which are listed on SCHEDULE A attached hereto; 1.2. All of Seller's real property interests described in SCHEDULE B attached hereto ("Real Property"); 1.3. All tangible personal property owned by Seller and used or held for use in connection with the operation of the Station listed on SCHEDULE C attached hereto, and any replacements therefor or improvements thereof acquired or constructed prior to Closing ("Personal Property"); 1.4. All of Seller's rights and benefits under the business agreements, leases and contracts listed on SCHEDULE D attached hereto, including any renewals, extensions, amendments or modifications thereof, all time sales agreements, and any additional agreements, leases and contracts listed; Contracts made or entered into by Seller in the ordinary course of business between the date of such Schedule and the Closing approved in writing by Buyer and Seller or otherwise permitted hereunder ("Leases and Agreements"); 1.5. All other licenses, permits or authorizations issued by any government or regulatory agency other than the FCC, which are used in connection with the operation of the Station ("Permits"); 1.6. All right, title and interest of Seller in and to the use of following assets (herein collectively the call letters WAUR for the Station ("Call LettersAssets"), to the extent they can be conveyed; together with all common law property rights, goodwill, copyrights, trademarks, service marks, trade names and other similar rights used in connection with the operation of the Station, including all accretions thereto, including but not limited to those listed on SCHEDULE E attached hereto ("General Intangibles"); and 1.7. Copies or originals of (relating to WAUR) programs, logs, customer contracts, public files, vendor contracts, historical billing information, promotional material, customer files, correspondence, maintenance records or other business records relating to or used in connection with the operation and financial condition of the Station (if requested), but not including records pertaining to corporate affairs (including tax records) and journals, provided copies are supplied to Buyer if needed at Buyer's expense. Buyer shall have reasonable access to all such records which might be in the possession of Seller for a period of two (2) years following the Closing, and shall, at its own expense, have the right to make copies thereof; 1.8. Seller and Shareholder agree that the Station Assets conveyed to Buyer on the Closing Date pursuant to this Agreement will be conveyed free and clear of all liens, claims, mortgages, pledges, charges, claims security interests and other restrictions or encumbrances whatsoever(collectively "Encumbrances") of any kind except as may be specifically provided herein: (a) The furniture, excepting only those obligations from fixtures and after the Closing Date with respect to obligations equipment of Seller listed on Exhibit "A" attached hereto and made a part hereof (the "Equipment"); (b) Client lists ("Client Lists"), files, records and books of accounts owned and maintained by the Seller in connection with or relating to the Business. A copy of the Client List is attached as Exhibit B. (c) Seller's interest in the trade names "AIH RECEIVABLE MANAGEMENT SERVICES" and "AIH EARLY RECOVERY SERVICES". (d) Seller's business telephone number(s); (e) All other assets and properties of any nature whatsoever held exclusively for use in the Business (other than assets expressly agreed excluded form the sale as provided herein) including without limitation, machinery and equipment, advertising materials, catalogs, correspondence, mailing lists, sales materials and records, purchasing materials and records, files, and other records used in or required in the Business as heretofore and presently being conducted by the Seller. The Assets do not include (the "Excluded Property"): (i) Cash and cash equivalents owned by the Seller; and (ii) Accounts receivable owned by the Seller for the sale of goods and services completed prior to be assumed by Buyer hereunderclosing this transaction.

Sale and Transfer of Assets. At closing of On the transaction described herein Closing Date ("Closing"as hereinafter defined), subject to the terms and conditions hereinafter set forth, Seller shall agrees to sell, convey, assign, transfer and deliver to Buyer, free and clear of any lien, encumbrance, mortgage or security interest of any nature whatsoever, all the material assets of the Seller or Shareholder listed herein for use in connection with the operation of the Station, specifically excluding cash on hand, accounts receivable , like cash accounts and cash value of life insurance policies, items not listed, if any, and including, the following (collectively, the "Assets"): 1.1. All licenses, permits and authorizations ("Licenses") issued by the Commission for the operation of or used in connection with the operation of the StationBuyer agrees to purchase from Seller, all of which are listed on SCHEDULE A attached hereto; 1.2. All of Seller's real property interests described in SCHEDULE B attached hereto ("Real Property"); 1.3. All tangible personal property owned by Seller and used or held for use in connection with the operation of the Station listed on SCHEDULE C attached hereto, and any replacements therefor or improvements thereof acquired or constructed prior to Closing ("Personal Property"); 1.4. All of Seller's rights and benefits under the business agreements, leases and contracts listed on SCHEDULE D attached hereto, including any renewals, extensions, amendments or modifications thereof, all time sales agreements, and any additional agreements, leases and contracts listed; Contracts made or entered into by Seller in the ordinary course of business between the date of such Schedule and the Closing approved in writing by Buyer and Seller or otherwise permitted hereunder ("Leases and Agreements"); 1.5. All other licenses, permits or authorizations issued by any government or regulatory agency other than the FCC, which are used in connection with the operation of the Station ("Permits"); 1.6. All right, title and interest of Seller in and to the use all of the call letters WAUR for following assets and properties of the Station Business, other than the Excluded Assets (as defined below) (the assets sold, conveyed, assigned and transferred by Seller to Buyer are hereinafter collectively referred to as the "Call LettersAssets") including: (a) all the furniture, fixtures, machinery, vehicles, equipment and spare parts (hereinafter collectively referred to as the "Fixed Assets") of Seller listed on Exhibit A hereto; (b) all inventories of cigarettes, affixed and unaffixed tax stamps, confections, cigars, tobacco, candies, health and beauty care products, general merchandise, groceries, frozen foods and other finished goods of the Business (the "Inventory"), and all warranties and warranty claims relating thereto and rights of return with respect thereto; (c) all packaging materials and other supplies of Seller (the "Supplies"); (d) each of the contracts, agreements and personal property leases, listed on Exhibit C hereto and marked with an asterisk, including leases of equipment and vehicles used in the Business, as to which mutually acceptable arrangements shall be made for such equipment and vehicles to be leased by or otherwise transferred to Buyer, and copies of which have previously been delivered to Buyer; (e) all unfilled sales orders with customers relating to the extent they can be conveyed; Business, in existence on the Closing Date and entered into in the ordinary course of Seller's business; (f) all unfilled purchase orders with suppliers relating to the Business, in existence on the Closing Date and entered into in the ordinary course of Seller's business; (g) all customer and client lists, including all route and price information and customer correspondence, and merchandise and sales promotion materials of Seller relating to the Business; (h) all trade accounts receivable of the Business (the "Accounts Receivable") in existence on the Closing Date; (i) all of Seller's books and records pertaining to the Business, including, without limitation, all books of account, together with all common law property rightsfiles, goodwillcontracts, copyrightsinstruments, trademarksdata (including, service markswithout limitation, trade names data stored on electronic media), correspondence and other similar rights used in connection with the operation of the Station, including all accretions thereto, including but not limited to those listed on SCHEDULE E attached hereto ("General Intangibles"); and 1.7. Copies or originals of (relating to WAUR) programs, logs, customer contracts, public files, vendor contracts, historical billing information, promotional material, customer files, correspondence, maintenance records or other business records relating to or used in connection with the operation and financial condition of the Station (if requested), but not including records documents pertaining to corporate affairs (including tax records) the assets, properties and journalsbusiness being acquired by Buyer hereunder; provided, provided copies are supplied to Buyer if needed at Buyer's expense. however, that Buyer shall preserve such books and records and Seller shall have the right of reasonable access to all and examination of such records which might be in the possession of Seller for a period of two (2) years following the Closingbooks and records, and shall, at its own expense, have including the right to make copies thereof; 1.8. Seller and Shareholder agree that , for a period of five (5) years from the Station Assets conveyed Closing Date upon reasonable notice to Buyer and during normal business hours; and (j) all federal, state, local and other governmental licenses, permits, approvals and authorizations associated with or necessary for conduct of the Business as conducted on the Closing Date pursuant Date, other than those which are not transferable. Notwithstanding anything to this Agreement will be conveyed free the contrary contained herein, it is understood that Seller is not selling and clear Buyer is not buying (i) any real property or leasehold interests or leasehold improvements in real property of all liens, charges, claims and encumbrances whatsoever, excepting only those obligations Seller; (ii) computer software of Seller from and after the Closing Date with respect to X.X. Xxxxxxx or any obligations of Seller expressly agreed to be assumed by Buyer hereunderfor computer software development from X.X. Xxxxxxx; (iii) any cash or cash equivalents of Seller; (iv) the names "Xxxxxx Xxxxxxx Company" or "Capital Cigar Company" or any simulations or variations thereof or any trademarks, trade names or service marks connected therewith; or (v) the minute books, stock record books, stock ledgers and tax records of Seller (collectively, the "Excluded Assets").