Excluded Tangible Personal Property definition

Excluded Tangible Personal Property means all tangible personal property owned or held by Sellers that is located at the Excluded Real Property other than such tangible personal property listed on Schedule 3.6 hereto, any assets used primarily in the operation of any television broadcast station owned, operated or programmed by Sellers or any Affiliate of Sellers, any assets used primarily in the operation of any radio broadcast station owned, operated or programmed by Sellers, but not included as a "Station" hereunder, and any tangible personal property located at Suite 220, Meadow Mill at Xxxxxxxxx, 0000 Xxxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxx 00000.

Excluded Tangible Personal Property has the meaning set forth in Section 2.1(b)(i) of this Agreement.

Excluded Tangible Personal Property has the meaning set forth in Section 2.02(d).

Examples of Excluded Tangible Personal Property in a sentence

• The lists of Tangible Personal Property comprising all material items of tangible personal property, other than the Excluded Tangible Personal Property, necessary to conduct the business and operations of the Stations as now conducted has been provided to Buyer previously.

• Not later than thirty (30) days following the execution and delivery hereof, Buyer shall have the right, by the giving of written notice to Seller, to select for purchase at net book value by Buyer at the Closing any item of Excluded Tangible Personal Property described in clause (B) or (C) of Section 2.1(b)(i).

• In the event that Buyer selects to purchase any such Excluded Tangible Personal Property, Buyer and Seller shall enter into an amendment of this Agreement, including an amendment to Schedule 2.1(b)(i) hereof, for purposes of including the Excluded Tangible Personal Property so selected by Buyer pursuant to such notice among the Acquired Assets to be purchased hereunder.

• Except as disclosed in Schedule 3.20 or with respect to the Excluded Tangible Personal Property, no Seller has been involved in any business relationship with any Affiliate of any Seller, and no Affiliate of any Seller owns any property or right, tangible or intangible, that is material to the business and operations of the Stations.

• Except as disclosed in Schedule 3.19 or with respect to the Excluded Real Property Interests and the Excluded Tangible Personal Property, no Seller has been involved in any business arrangement or relationship with any Affiliate of Seller, and no Affiliate of any Seller owns any property or right, tangible or intangible, that is material to the operations of the business of the Stations.

More Definitions of Excluded Tangible Personal Property

Excluded Tangible Personal Property means (i) the Tangible Personal Property listed on Schedule 3.6(a) under the heading “Excluded Tangible Personal Property”, (ii) any tangible personal property not located on or about the Real Property and used primarily in the operation of any television broadcast station owned, operated or programmed by Seller or any Affiliate of Seller, other than the Station, (iii) any tangible personal property located at 0000 X. 00xx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 or 00000 Xxxxxx Xxx Xxxx, Xxxx Xxxxxx, Maryland 21030 in the ordinary course, and (iv) the Tangible Personal Property included in the WEMT License Assets.

Excluded Tangible Personal Property means those assets listed Schedule 2.2(i).

Excluded Tangible Personal Property means all Tangible Personal Property listed on Schedule 1-J.

Excluded Tangible Personal Property means (i) all furniture, fixtures, and office equipment and apparatuses, including, without limitation, those related to the Office Lease and (ii) all equipment related to the Huntington Lease.

Excluded Tangible Personal Property means those assets listed Schedule 2.2(i). “Existing Stockholders” means the Persons having beneficial or record ownership of the capital stock of Susquehanna Pfaltzgraff Co., a Delaware corporation, immediately prior to the Closing. “FAA” means the Federal Aviation Administration.

Excluded Tangible Personal Property has the meaning set forth in Section 2.02(b). “Expenses” means any and all reasonable, out of pocket expenses incurred in connection with investigating, defending, or asserting any Proceeding incident to any matter indemnified against hereunder (including court filing fees, court costs, arbitration fees or costs, witness fees, and reasonable fees and disbursements of legal counsel, investigators, expert witnesses, consultants, accountants, and other professionals). “FIFRA” means the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. 136 et seq. “Financial Statements” has the meaning set forth in Section 3.07. “First Earnout Payment” has the meaning set forth in Section 2.06(c). “Fraud” means, with respect to any Person, any common law fraud under the Laws of the State of Delaware with respect to the making by such Person of an express representation or warranty contained in this Agreement or contained in any certificate delivered by such Person pursuant to this Agreement; provided, however, that such common law fraud shall only be deemed to exist if such Person making such representation or warranty had actual knowledge or belief that such representation or warranty was actually breached when made or such representation or warranty was made with reckless indifference to its falsity, and upon which the party to whom such representation and warranty was made reasonably relied to its detriment. “Fundamental Representations” has the meaning set forth in Section 8.01(d). “GAAP” means the generally accepted accounting principles in the United States, consistently applied. “Government Contract” has the meaning set forth in Section 3.28. “Governmental Entity” means any governmental, regulatory, or administrative authority or any court, tribunal, or judicial or arbitral body with competent jurisdiction. “Hazardous Material” means any substance that has been designated by any Environmental Law to be radioactive, toxic, hazardous or otherwise a danger to health, reproduction or the environment, including PCBs, asbestos, petroleum, and urea-formaldehyde and all substances listed as hazardous substances pursuant to CERCLA, or defined as a hazardous waste pursuant to RCRA, and the regulations promulgated pursuant to said Laws. “Holdback Payment” has the meaning set forth in Section 2.06(b).

Excluded Tangible Personal Property means all of Sellers’ right, title and interest in and to the Tangible Personal Property identified on Schedule 1.1(g).