Station Assets Sample Clauses

Station Assets. On the terms and subject to the conditions hereof, on the Closing Date (defined below), Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the right, title and interest of Seller in and to all of the assets, properties, interests and rights of Seller of whatsoever kind and nature, real and personal, tangible and intangible, which are used exclusively in the operation of the Stations and specifically described in this Section 1.1, but excluding the Excluded Assets as hereafter defined (the "Station Assets"): (a) all licenses, permits and other authorizations which are issued to Seller by the FCC with respect to the Stations (the "FCC Licenses") and described on Schedule 1.l(a), including any renewals or modifications thereof between the date hereof and Closing; (b) all equipment, electrical devices, antennae, cables, tools, hardware, office furniture and fixtures, office materials and supplies, inventory, motor vehicles, spare parts and other tangible personal property of every kind and description which are used exclusively in the operation of the Stations and listed on Schedule 1.1(b), except any retirements or dispositions thereof made between the date hereof and Closing in the ordinary course of business and consistent with past practices of Seller (the "Tangible Personal Property"); (c) all Time Sales Agreements and Trade Agreements (both defined in Section 2.1), Real Property Leases (defined in Section 7.7), and other contracts, agreements, and leases which are used in the operation of the Stations and listed on Schedule 1.1(c), together with all contracts, agreements, and leases made between the date hereof and Closing in the ordinary course of business that are used in the operation of the Stations (the "Station Contracts"); (d) all of Seller's rights in and to the Stations' call letters and Seller's rights in and to the trademarks, trade names, service marks, franchises, copyrights, computer software, programs and programming material, jingles, slogans, logos, and other intangible property which are used exclusively in the operation of the Stations and listed on Schedule 1.1(d) (the "Intangible Property"); (e) Seller's rights in and to all the files, documents, records, and books of account (or copies thereof) relating exclusively to the operation of the Stations, including the Stations' local public files, programming information and studies, blueprints, technical information ...

Station Assets. At the Closing, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase from Seller, certain of the assets used in connection with the business and operation of the Station, including but not limited to the following assets: (a) Seller's rights in and to the FCC Authorization, and all other authorizations issued to Seller by any governmental authority and used in the conduct of the business and operation of the Station, including those listed in Schedule 1.2(a), together with any additions thereto (including renewals or modifications of such licenses, permits and authorizations and applications therefor) between the date hereof and the Closing Date and all of Seller's rights in and to the call letters "KBET"; (b) Seller's right and interest in and to the leased and/or owned real property used as the tower and transmitter site of the Station, including the tower site lease for the Station, and the real property listed in Schedule 1.2(b), and any amendments thereto made between the date of execution of this Agreement and the Closing Date that Buyer expressly approves in writing to assume, including but not limited to any easements, rights of ingress and egress, and rights of way associated therewith, and the buildings, towers, and fixtures located thereon (the "Real Property"); (c) all equipment and supplies, inventory, spare parts, and other tangible personal property of every kind and description to be owned by Seller and used or useful in the conduct of the business and operation of the Station, including but not limited to that which is listed in Schedule 1.2(c), together with any replacements thereof and additions made thereto (the "Personal Property"); (d) subject to the provisions of Article 3 hereof, all of Seller's rights under and interest in the Contracts listed in Schedule 1.2(d) hereto, together with all of Seller's rights under and interest in all Contracts entered into or acquired by Seller between the date hereof and the Closing Date that Buyer expressly agrees in writing to assume (the "Assumed Contracts"); (e) all of Seller's rights in and to any and all registered and unregistered trademarks, trade names, service marks, franchises, copyrights, including registrations and applications for registration of any of them, jingles, logos, slogans, licenses, patents, Internet domain names, Internet URLs, Internet web sites, content and databases, FCC Authorizations and privileges, and other intangible property rights and ...

Station Assets. The Station Assets include all assets and properties, and all leases, licenses and other agreements, which are necessary to permit Buyer to carry on, or are currently used or held for use in, the business of the Stations as presently conducted, except for the Excluded Assets.

Station Assets. Subject to the terms and conditions of this Agreement, Seller shall, to the fullest extent permitted by law, assign, convey, transfer, and deliver to Buyer, and Buyer shall, to the fullest extent permitted by law, acquire from Seller free and clear of all debts, liens, claims, financing leases, security interests and encumbrances of any kind whatsoever (except as permitted herein), all of Seller's right, title and interest in and to Seller's assets, real and personal, tangible and intangible, of every kind and description, owned or held by Seller and used or useful in the operation of the Station (collectively the "Station Assets") except the assets described in Section 1.1.2. of this Agreement. The Station Assets consist of the following items:

Station Assets. On the terms and subject to the conditions hereof, on the Closing Date (defined below), Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the right, title and interest of Seller in and to all of the assets, properties, interests and rights of Seller of whatsoever kind and nature, real and personal, tangible and intangible, which are used exclusively in the operation of the Stations and specifically described in this Section 1.1, but excluding the Excluded Assets as hereafter defined (the "Station Assets"):

Station Assets. Except as disclosed in SCHEDULE 9 annexed hereto, the Station Assets are in good working order, meet any and all applicable governmental and industry standards, and are sufficient to enable Seller to operate the Station as currently conducted. All of the statements made and Schedules referred to in this Agreement with respect to the Station Assets are true, accurate, and complete in all material respects.

Station Assets. Except for the Excluded Assets, the Station Assets constitute all the assets that are owned or leased by Sellers and used or held for use in the business or operation of the Stations in all material respects as currently operated. Sellers have good and marketable title to the Station Assets, free and clear of Liens, except for Permitted Liens. At Closing, Sellers will transfer to Buyer good and marketable title to the Station Assets, free and clear of Liens, except for Permitted Liens.

Station Assets. All of the statements made and Schedules referred to in this Agreement with respect to the Station Assets are true, accurate, and complete in all material respects.

Station Assets. Except as set forth in Schedule 5.28 or any other Schedule to this Agreement, all Station Assets and other property of the Partnership are free and clear of any and all liens, debts, charges, judgments, security interests and other encumbrances of any nature or kind except those specifically permitted under this Agreement.

Station Assets. All of the Partnership's right, title and interest in property, real and personal, tangible and intangible, and used or useful in the operation of the Station, including but not limited to the FCC Licenses, together with any improvements, replacements, additions or modifications thereto between the date of this Agreement and the Closing Date.