Common use of Station Contracts Clause in Contracts

Station Contracts. Complete and correct copies of the Station Contracts set forth in Schedules 2.1.5, 2.1.6, and 2.1.8 (which schedules are true and correct in all material respects) have been made available to Buyer and (a) each such material Station Contract and, to Seller's knowledge, each such immaterial Station Contract, is in full force and effect and constitutes a legal, valid and binding obligation of Seller and, to Seller's knowledge, of each other party thereto; (b) Seller is not in breach or default in any material respect of the terms of any Station Contract; (c) none of the material rights of Seller under any such Station Contract will be subject to termination, nor will a default occur, as a result of the consummation of the transactions contemplated hereby, except to the extent that failure to obtain the prior consent to assignment thereof of any party thereto shall or could be interpreted to constitute a termination or modification of or a default under any such Station Contract; and (d) to the knowledge of Seller, no other party to any such Station Contract is in breach or default in any material respect of the terms thereunder.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Sinclair Broadcast Group Inc), Asset Purchase Agreement (Sinclair Broadcast Group Inc)

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Station Contracts. Complete and correct copies of the The Station Contracts set forth in Schedules 2.1.5, 2.1.6, 2.1.6 and 2.1.8 are all of the contracts and agreements relating to the Assets, to the Station or to the business and operations thereof, other than (a) Time Sales Agreements; (b) contracts and agreements which schedules are true terminable on no more than sixty (60) days notice without the payment of a premium or penalty; and (c) contracts and agreements which do not require payments of more than $10,000 per contract per year or $150,000 per year in the aggregate. Complete and correct in copies of all material respects) such Station Contracts have been made available to Buyer and (a) each such material Station Contract and, to Seller's knowledge, each such immaterial Station Contract, is in full force and effect and constitutes a legal, valid and binding obligation of Seller and, to Seller's knowledge, of each other party theretoeffect; (b) Seller is not in breach or default in any material respect of the terms of any Station ContractContract in any material respect; (c) none of the material rights of Seller under any such Station Contract will be subject to terminationtermination or modification, nor will a default occur, as a result of the consummation of the transactions contemplated hereby, except to the extent that failure to obtain the prior consent to assignment thereof (to the extent set forth on Schedule 3. 4.1) of any party thereto shall or could be interpreted to constitute a termination or modification of or a default under any such Station Contract; , and (d) to the knowledge of Seller, no other party to any such Station Contract is in material breach or default in any material respect of the terms thereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (STC Broadcasting Inc)

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Station Contracts. Complete and correct copies of the The Station Contracts set forth in Schedules 2.1.5, 2.1.6, 2.1.6 and 2.1.8 are all of the contracts and agreements relating to the Assets, to the Stations or to the business and operations thereof, other than (a) Time Sales Agreements; (b) contracts and agreements which schedules are true terminable on no more than sixty (60) days notice without the payment of a premium or penalty; and (c) contracts and agreements which do not require payments of more than $10,000 per contract per year or $150,000 per year in the aggregate per Station. Complete and correct in copies of all material respects) such Station Contracts have been made available to Buyer and (a) each such material Station Contract and, to Seller's knowledge, each such immaterial Station Contract, is in full force and effect and constitutes a legal, valid and binding obligation of Seller and, to Seller's knowledge, of each other party theretoeffect; (b) Seller is not in breach or default in any material respect of the terms of any Station ContractContract in any material respect; (c) none of the material rights of Seller under any such Station Contract will be subject to terminationtermination or modification, nor will a default occur, as a result of the consummation of the transactions contemplated hereby, except to the extent that failure to obtain the prior consent to assignment thereof (to the extent set forth on Schedule 3. 4.1) of any party thereto shall or could be interpreted to constitute a termination or modification of or a default under any such Station Contract; , and (d) to the knowledge of Seller, no other party to any such Station Contract is in material breach or default in any material respect of the terms thereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (STC Broadcasting Inc)

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