Assets to be Conveyed. Subject to the terms, provisions and conditions contained in this Agreement, and on the basis of the representations and warranties hereinafter set forth, Seller agrees to sell, assign, transfer, convey and deliver to Purchaser at Closing (as hereinafter defined), and Purchaser agrees to purchase and accept the assignment, transfer, conveyance and delivery from Seller at Closing of, all of the following assets used or located in or held for use in connection with the Restaurants operated by Seller (collectively, the "Purchased Assets") free and clear of all mortgages, liens, security interests, encumbrances, restrictions on transfer, rights of first refusal, pre-emptive rights, equities, claims, pledges, priorities, hypothecation, charges, liabilities and other obligations of whatever kind and character (collectively referred to herein as "Liens"), except for such Liens as are specifically permitted as provided herein:
Assets to be Conveyed. On the Closing Date (as defined below), subject to and in reliance upon the covenants, representations, warranties and agreements set forth herein, and subject to the terms and conditions contained herein, Seller shall sell, assign, transfer and deliver to Buyer and Buyer shall purchase from Seller, all of the assets used or held for use in the operation of the Stations, other than Excluded Assets (as defined below), including without limitation, the following (collectively, the "Assets"):
Assets to be Conveyed. On the Closing Date (as defined below), and subject to the terms and conditions of this Agreement, GW will sell, assign, convey, transfer, and deliver to Monarch, and Monarch will purchase and accept from GW, the following:
Assets to be Conveyed. Seller hereby agrees to sell, assign, transfer, convey and deliver to Buyer the following (the "Assets"):
Assets to be Conveyed. At the Closing (as hereinafter defined), the Seller shall assign, sell, convey, transfer, and deliver to the Buyer, by good and sufficient instruments, as listed on Exhibit D and in forms acceptable to Buyer and Seller, and the Buyer shall purchase from the Seller the following tangible and intangible assets (the "Assets"):
Assets to be Conveyed. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined below), Seller will assign, transfer and deliver to Buyer and Buyer shall purchase from Seller all of Seller's right, title and interest in and to all of the assets described in this Section 2.1 (collectively, the "Assets"):
Assets to be Conveyed. Subject to the terms and conditions of this Agreement, Seller will, at the closing provided for in Section 1.04 hereof (the "Closing"), sell, convey, assign, lease, transfer or deliver to Purchaser any and all fixed assets, tangible and intangible, used in or associated with the Stores free and clear of all liens and encumbrances, including, but not limited to, the following (the "Assets"):
Assets to be Conveyed. On the Closing Date and at the Closing Place, Seller will sell, assign, convey, transfer and deliver to Buyer, and Buyer will acquire, purchase and accept all of the following (hereinafter collectively referred to as the "Assets"), free and clear of all debts, liens, security interests, mortgages, trusts, claims, liabilities and encumbrances, except as specifically assumed by Buyer as listed on attached Exhibit A: All accounts payable are the responsibility of the Buyer. (a) All of the tangible personal property, physical assets and equipment used or intended to be used in the operation of the business, including but not limited to those assets set forth in Exhibit A attached hereto, except for those items of tangible personal property specifically identified as excluded assets on Exhibit A, together with any replacements thereof or additions thereto made between the date hereof and the Closing Date, less any retirements made in the ordinary and usual course of business in connection with the acquisition of similar property or assets of greater or equal value (hereinafter referred to as the "Personal Tangible Assets"); (b) All right, title and interest to any and all rights, licenses, permits, trademark names, websites, authorizations and other intangibles, to the extent lawfully transferable, which are used, useful or intended to be used in the operation of Business listed on Exhibit A Assets. (c) Payables are the burden of Buyer and Seller assumes no payables.
Assets to be Conveyed. On the Closing Date at the Closing Place, Seller will sell, assign, convey, transfer and deliver (i) to LBI Sub, the FCC Licenses, the Permits and all applications therefor, together with any renewals, extensions, additions or modifications thereof, and (ii) to LBI, all (except the Excluded Assets) of Seller’s right, title and interest in and to the assets, properties and rights of every kind and nature, whether tangible or intangible, absolute or contingent, wherever located and used or usable in connection with the operation of the Station (which, together with the FCC Licenses, the Permits and applications therefor, are collectively referred to as the “Purchased Assets”). Such sale, assignment, conveyance, transfer and delivery is to be made by instruments of conveyance in form reasonably satisfactory to Buyer and is to be free and clear of all Encumbrances. The Purchased Assets include the following:
Assets to be Conveyed. Subject to and in reliance upon the representations, warranties and agreements herein set forth, and subject to the terms and conditions herein contained, Seller hereby agrees to convey, sell, assign, transfer and deliver to Buyer, and Buyer hereby agrees to purchase, as of the Effective Date (as defined in Section 3.1 below), all right, title and interest in and to all of the assets and properties of the Business and Seller, other than the Excluded Assets (as defined in Section 1.2 below), including without limitation the following (collectively, the “Purchased Assets”):
