Purchase and Sale of Purchased Assets. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept, all of Seller’s right, title and interest in and to the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances; provided that Opco shall purchase, acquire and accept the Inventory, B-I Supply Agreement and Quality Agreement in lieu of Purchaser.
Purchase and Sale of Purchased Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Purchaser shall purchase from Seller, and Seller shall sell, transfer, assign, convey and deliver to Purchaser at the Business Location, all of Seller's right, title and interest in and to the Purchased Assets, provided, however, that Seller shall be entitled to retain copies of all books and records, in whatever form, included in the Purchased Assets.
Purchase and Sale of Purchased Assets. (a) Upon the terms and subject to the conditions of this Agreement (including Section 2.02(b)), at the Closing, Seller shall sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances, all of Seller’s right, title and interest in the assets, properties and rights listed below (collectively, the “Purchased Assets”) :
Purchase and Sale of Purchased Assets. Subject to the terms and conditions of this Agreement, as of the Closing Date, Seller shall grant, sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase from Seller, all of its right, title and interest in and to all of the Purchased Assets, wherever situated, free and clear of all Encumbrances other than as set forth on Schedule 4.8.
Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at and effective as of the Closing, Seller shall (or shall cause its applicable Affiliates to) sell, transfer, convey, assign and deliver to Purchaser free and clear of all Encumbrances other than Permitted Encumbrances, all right, title and interest of Seller and its Affiliates in and to all of the following properties, rights, interests and tangible and intangible assets, as existing as of the Execution Date or acquired during the Pre-Closing Period (collectively, the “Purchased Assets”) and Purchaser shall purchase and accept from Seller (or such Affiliates) the Purchased Assets:
Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this Agreement and the Ancillary Agreements, at and effective as of the Closing, Seller shall (or shall cause its applicable Affiliates to) sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and accept from Seller (or such Affiliates), the following (collectively, the “Purchased Assets”), free and clear of any Encumbrances (other than Permitted Encumbrances):
Purchase and Sale of Purchased Assets. 11 Section 2.1. Purchase and Sale of Purchased Assets 11 Section 2.2. Excluded Assets 12 Section 2.3. Assumption of Liabilities 14 Section 2.4. Closing Date 15 Section 2.5. Purchase Price 15 Section 2.6. Determination of Estimated Purchase Price; Payment on Closing Date 15 Section 2.7. Determination of Closing Date Working Capital, EBITDA Value and Purchase Price 16 Section 2.8. Closing Date Deliveries 18 Section 2.9. Further Assurances 18 Section 2.10. Purchase Price Adjustment 19 Section 2.11. Allocation of Purchase Price 19 Section 2.12. Withholding 20 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES 20 Section 3.1. Organization 20 Section 3.2. Authority of the Seller Parties 20 Section 3.3. Financial Statements 22 Section 3.4. Operations Since Balance Sheet Date 22 Section 3.5. No Undisclosed Liabilities 22 Section 3.6. Taxes 22 Section 3.7. All Assets 23 Section 3.8. Governmental Permits; FCC Matters 23 Section 3.9. Real Property; Real Property Lease. 24 Section 3.10. Intellectual Property 25 Section 3.11. Title to Assets 25 Section 3.12. Employees 25 Section 3.13. Employee Relations 26 Section 3.14. Contracts 26 Section 3.15. Status of Contracts 27 Section 3.16 No Violation, Litigation or Regulatory Action 28 Section 3.17. Insurance 28 Section 3.18. Employee Plans; ERISA 28 Section 3.19. Environmental Protection 29 Section 3.20. MVPD Matters 29 Section 3.21. No Finder 30 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE BUYER 30 Section 4.1. Organization 30 Section 4.2. Authority of the Buyer 30 Section 4.3. Litigation 31 Section 4.4. No Finder 31 Section 4.5. Qualifications as FCC Licensee 32 Section 4.6. Financial Capacity 32 ARTICLE V ACTION PRIOR TO THE CLOSING DATE Section 5.1. Access to the Business 32 Section 5.2. Notification of Certain Matters 33 Section 5.3. FCC Consent; HSR Act Approval; Other Consents and Approvals 33 Section 5.4. Operations of the Station Prior to the Closing Date 37 Section 5.5. Public Announcement 39 Section 5.6. Multi-Station Contracts 40 Section 5.7. Interim Reports 41 Section 5.8. Additional Seller Party 41 Section 5.9. Tower Lease 41 ARTICLE VI ADDITIONAL AGREEMENTS 42 Section 6.1. Taxes 42 Section 6.2. Employees; Employee Benefit Plans 43 Section 6.3. Control of Operations Prior to Closing Date 47 Section 6.4. Bulk Transfer Laws 47 Section 6.5. Use of Names 47 ARTICLE VII CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLER PARTIES 47 Section 7.1. No Breach of Covenants and Warranties 47 Section 7.2. N...
Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller Parties shall, or shall cause their Affiliates to, sell, transfer, assign, convey and deliver to the Buyer, and the Buyer shall purchase from the Seller Parties and their Affiliates, pursuant to this Agreement, free and clear of all Encumbrances (except for Permitted Encumbrances), all of the right, title and interest of the Seller Parties and their Affiliates to the assets, properties and business (excepting only the Excluded Assets) of every kind and description, wherever located, real, personal or mixed, tangible or intangible, used or held for use primarily in the Business (herein collectively referred to as the “Purchased Assets”), including, all right, title and interest of the Seller Parties and their Affiliates as of Closing to the following (excepting only the Excluded Assets):
Purchase and Sale of Purchased Assets. At the Closing Time, on and subject to the terms and conditions of this Agreement and the Approval and Vesting Order, the Vendor shall sell to the Purchaser, and the Purchaser shall purchase from the Vendor, all of the Vendor’s right, title and interest in and to the Purchased Assets, which shall be free and clear of all Encumbrances, to the extent and as provided for in the Approval and Vesting Order.
Purchase and Sale of Purchased Assets the Vendor shall sell and the Purchaser shall purchase the Purchased Assets for the Purchase Price payable as provided in this Agreement;
