Examples of License Assets in a sentence
License Transfer, Sellers shall sell, assign, transfer, convey and deliver to Buyer free and clear of any Encumbrances other than Permitted Encumbrances, and Buyer shall purchase, acquire, pay for and accept from Sellers, all right, title and interest of Sellers in, to and under the Assets, other than the License Assets.
All proceeds received from a transfer of the License Assets to any such successor licensee shall be for Buyer; provided, however, to the extent Buyer has not incurred any Losses for which the Sellers have indemnified Buyer pursuant to the preceding sentence, Sellers shall receive the amount of TWO MILLION DOLLARS ($2,000,000) which would otherwise have been payable to Sellers at Closing pursuant to Section 2.5.2.
Each party shall cooperate with all reasonable requests of the other party and the QI in arranging and effecting the transfer of the License Assets to and from the QI.
The FCC Independent Trust Agreement shall in all instances provide for the FCC Trustees’ cooperation with the New Board in connection with a transfer or sale of the FCC License Assets to a third party in the event that the FCC Long Form Application is denied or is not approved within a reasonable period of time.
Each party hereto represents, warrants, covenants and agrees that for tax purposes the sale of Assets (except for the License Assets) is not effective until the Transfer Date, and the sale of the License Assets is not effective until the Closing Date.