Transfer of Assets of the Stations Sample Clauses

Transfer of Assets of the Stations. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Sellers shall sell, assign, transfer, convey and deliver to Buyers, in each case free and clear of all Liens, other than Permitted Liens, all of the assets, property and rights of Sellers used primarily in the operation of the Stations (collectively, and together with those assets, properties and rights allocated to Buyers under Section 1.6, the “Assets”), but excluding the Excluded Assets and subject to Section 1.6. Except for the Excluded Assets and subject to Section 1.6, the Assets shall include, but not be limited to, those items set forth in subsections (a) – (j) below: (a) all licenses, permits and other authorizations issued to Sellers by the FCC relating to the Stations, including those licenses, permits and other authorizations listed on Schedule 1.1(a) attached hereto, together with renewals or modifications thereof between the date hereof and the Closing Date (collectively, the “FCC Licenses”); (b) all equipment, furniture, fixtures, materials and supplies, fixed assets, production equipment, computers, computer servers, telephone systems, cell phones, smart phones, personal data assistants, personal computers and similar devices, tablets, leasehold improvements, inventories, vehicles, towers, transmitters, antennas, receivers, spare parts and other tangible personal property owned by any Seller and used primarily in the operation of the Stations, including the property listed on Schedule 1.1(b), together with replacements thereof and additions thereto made between the date of such Schedule and the Closing Date, but excluding any such property disposed in the Ordinary Course of Business before the date hereof or in accordance with Section 9.1(b)(iv) subsequent to the date hereof (collectively, the “Personal Property”); (c) the real estate leases listed and described on Schedule 1.1(c) (collectively, the “Real Estate Leases” and the premises thereunder, the “Leased Real Property”); (d) all Contracts of Sellers relating to the Stations, including those listed on Schedule 1.1(d) hereto (together with the Real Estate Leases, the “Assumed Contracts”), which Schedule 1.1(d) lists all Contracts with an annual cost of at least $15,000 per year or $150,000 over the term of the Contract and all Contracts otherwise material to the Stations, in each case unless terminable without penalty by notice of 90 days or less (together with the Real Estate Leases, the “Mater...
Sample 1
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Transfer of Assets of the Stations. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Sellers shall sell, assign, transfer, convey and deliver to Buyers, in each case free and clear of all Liens, other than Permitted Liens, all of the assets, property and rights of Sellers used primarily in the operation of the Stations (collectively, and together with those assets, properties and rights allocated to Buyers under Section 1.6, the “Assets”), but excluding the Excluded Assets and subject to Section 1.6. Except for the Excluded Assets and subject to Section 1.6, the Assets shall include, but not be limited to, those items set forth in subsections (a) – (j) below:
Sample 1
Transfer of Assets of the Stations. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Sellers shall sell, assign, transfer, convey and deliver, in each case free and clear of all Liens, other than Permitted Liens, all of the assets, property and rights of Sellers used primarily in the operation of the Stations (collectively, the “Assets”), but excluding the Excluded Assets and subject to Section 1.6, to Xxxxxxx St. Xxxxx, except for the FCC Licenses, which shall be assigned to St. Louis FCC. Except for the Excluded Assets and subject to Section 1.6, the Assets shall include, but not be limited to, those items set forth in subsections (a) – (i) below:
Sample 1

Related to Transfer of Assets of the Stations

  • Transfer of Assets Sell, transfer, lease, or otherwise dispose of any of its assets, except in the ordinary course of business.

  • Sale or Transfer of Assets; Suspension of Business Operations The Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than the sale of Inventory in the ordinary course of business and will not liquidate, dissolve or suspend business operations. The Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights and will not permit any agreement under which it has licensed Licensed Intellectual Property to lapse, except that the Borrower may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property Rights are no longer useful in its business. If the Borrower transfers any Intellectual Property Rights for value, the Borrower will pay over the proceeds to the Lender for application to the Obligations. The Borrower will not license any other Person to use any of the Borrower’s Intellectual Property Rights, except that the Borrower may grant licenses in the ordinary course of its business in connection with sales of Inventory or provision of services to its customers.

  • Transfer of Assets and Liabilities On the Effective Date, the rights, privileges, powers and franchises, both of a public as well as of a private nature, of each of the Constituent Corporations shall be vested in and possessed by the Surviving Corporation, subject to all of the disabilities, duties and restrictions of or upon each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, of each of the Constituent Corporations, and all debts due to each of the Constituent Corporations on whatever account, and all things in action or belonging to each of the Constituent Corporations shall be transferred to and vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest, shall be thereafter the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger; provided, however, that the liabilities of the Constituent Corporations and of their shareholders, directors and officers shall not be affected and all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted to judgment as if the Merger had not taken place except as they may be modified with the consent of such creditors and all debts, liabilities and duties of or upon each of the Constituent Corporations shall attach to the Surviving Corporation, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it.

  • Sale and Transfer of Assets Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign and deliver to Buyer (or a wholly-owned subsidiary of Buyer), and Buyer agrees to purchase from Seller, all the assets, properties, and business of Seller used in the Business of every kind, character, and description, whether tangible, intangible, real, personal, or mixed, and wherever located, all of which are collectively referred to herein as the “Purchased Assets", including but not limited to, the following:

  • No Transfer of Assets Neither Seller nor its Related Persons will make any transfer of pension or other employee benefit plan assets to Buyer.

  • Sale and Transfer of Assets Closing 2.1 Assets to be Sold Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including but not limited to the following (but excluding the Excluded Assets):

  • Merger or Transfer of Assets The Trading Manager, Trading Company or the Trading Advisor may merge or consolidate with, or sell or otherwise transfer its business, or all or a substantial portion of its assets, to any entity upon written notice to the other parties.

  • Purchase of Assets, Investments No Borrower will, or will permit any Subsidiary to, directly or indirectly (a) acquire or enter into any agreement to acquire any assets other than in the Ordinary Course of Business or as permitted under clause (h) of the definition of Permitted Investments; (b) engage or enter into any agreement to engage in any joint venture or partnership with any other Person; or (c) acquire or own or enter into any agreement to acquire or own any Investment in any Person other than Permitted Investments.

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