Station Agreements. (a) Schedule 3.9 sets forth a list of all Station Agreements. Complete and correct copies of all Station Agreements listed on Schedule 3.9 have been delivered to Buyer, and Buyer agrees to assume all of the Station Agreements at Closing which are listed on Schedule 3.9 as being assumed by Buyer. (b) Except as set forth in the Schedules, and with respect to all Station Agreements listed on Schedule 3.9, (i) such agreements are legal, valid and enforceable against Seller in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity; (ii) neither Seller, nor to Seller’s knowledge any other party thereto, is in material breach of or in material default under any such agreements; (iii) to Seller’s knowledge, there has not occurred any event which, after the giving of notice or the lapse of time or both, would constitute a material default under, or result in the material breach of, any such agreements which are, individually or in the aggregate, material to the operation of the Station; and (iv) Seller holds the right to enforce and receive the benefits under such agreements, free and clear of all Liens (other than Permitted Liens) but subject to the terms and provision of each such agreement. (c) Schedule 3.4 indicates whether consent or approval by any counterparty to any Station Agreement is required thereunder for consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Asset Purchase Agreement (Salem Media Group, Inc. /De/)
Station Agreements. (a) Schedule 3.9 3.8 sets forth a an accurate and complete list of all ------------ agreements, contracts, arrangements or commitments in effect as of the date hereof, including all amendments, modifications and supplements thereto which the Station Agreements. Complete or its assets or properties are bound by (except employee benefit plans and correct copies of all Station Agreements listed on Schedule 3.9 have been delivered to Buyeremployment contracts, and other contracts comprising Excluded Assets) which Buyer agrees has agreed to assume all of the Station Agreements at Closing which are listed on Schedule 3.9 as being assumed by Buyerassume.
(b) Except as set forth in the Schedules, and with respect to (i) all Station Agreements listed on Schedule 3.9, (i) such agreements are legal, valid and enforceable against Seller in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights fights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in any proceeding at law or in equity; (ii) neither Seller nor, to the knowledge of Seller, nor to Seller’s knowledge any other party thereto, is in material breach of or in material default under any such agreementsStation Agreements; (iii) to the knowledge of Seller’s knowledge, there has not occurred any event which, after the giving of notice or the lapse of time or both, would constitute a material default under, or result in the material breach of, any such agreements Station Agreements which are, individually or in the aggregate, material to the operation of the Station; and (iv) Seller holds the right to enforce and receive the benefits under such agreementsall of the Station Agreements, free and clear of all Liens (other than Permitted Liens) but subject to the terms and provision of each such agreement.
(c) Schedule 3.4 indicates 3.8 indicates, for each Station Agreement listed thereon, ------------ whether consent or approval by any counterparty to any Station Agreement party thereto is required thereunder for consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Asset Purchase Agreement (Salem Communications Corp /De/)
Station Agreements. (a) Schedule 3.9 3.8 sets forth a an accurate and complete list of all ------------ agreements, contracts, arrangements, commitments or leases in effect as of the date hereof and which Buyer has agreed to assume, including all amendments, modifications and supplements thereto by which the Station Agreementsor its assets or properties are bound. Complete and correct copies of all Station Agreements listed on Schedule 3.9 such agreements, contracts, arrangements or commitments that are in writing, including all amendments, modifications and supplements thereto, have been delivered to Buyer, and Buyer agrees to assume all of the Station Agreements at Closing which are listed on Schedule 3.9 as being assumed by Buyer.
(b) Except as set forth in the Schedules, and with respect to (i) all Station Agreements listed on Schedule 3.9, (i) such agreements are legal, valid and enforceable against Seller in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in any proceeding at law or in equity; (ii) neither Seller nor, to the knowledge of Seller, nor to Seller’s knowledge any other party thereto, is in material breach of or in material default under any such agreementsStation Agreements; (iii) to the knowledge of Seller’s knowledge, there has not occurred any event which, after the giving of notice or the lapse of time or both, would constitute a material default under, or result in the material breach of, any such agreements Station Agreements which are, individually or in the aggregate, material to the operation of the Station; and (iv) Seller holds the right to enforce and receive the benefits under such agreementsall of the Station Agreements, free and clear of all Liens (other than Permitted Liens) but subject to the terms and provision of each such agreement.
(c) Schedule 3.4 3.8 indicates whether consent or approval by any counterparty to any Station Agreement party ------------ thereto is required thereunder for consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Asset Purchase Agreement (Salem Communications Corp /De/)
Station Agreements. (a) Schedule 3.9 sets forth a list of all Station Agreements. Complete and correct copies of all Station Agreements listed on Schedule 3.9 have been delivered to Buyer, and Buyer agrees to assume all of the Station Agreements at Closing which are listed on Schedule 3.9 as being assumed by Buyer.
(b) Except as set forth in the Schedules, and with respect to all Station Agreements listed on Schedule 3.9, (i) such agreements are legal, valid and enforceable against Seller in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity; (ii) neither Seller, nor to Seller’s knowledge any other party thereto, is in material breach of or in material default under any such agreements; (iii) to Seller’s knowledge, there has not occurred any event which, after the giving of notice or the lapse of time or both, would constitute a material default under, or result in the material breach of, any such agreements which are, individually or in the aggregate, material to the operation of the Station; and (iv) Seller holds the right to enforce and receive the benefits under such agreements, free and clear of all Liens (other than Permitted Liens) but subject to the terms and provision of each such agreement.. As set Purchase Agreement KTRB(AM) Page 15 of 52
(c) Schedule 3.4 indicates whether consent or approval by any counterparty to any Station Agreement is required thereunder for consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Asset Purchase Agreement