Cox Assets definition
Examples of Cox Assets in a sentence
The risk of any loss, damage, impairment, confiscation, or condemnation of any of the Cox Assets from any cause whatsoever shall be borne by Cox at all times prior to the Closing.
Cox has paid in full or discharged, or caused to be paid in full or discharged, all taxes (i) relating to the Cox Assets that are required to be paid (whether or not such taxes are shown as due on any tax return) and (ii) the non-payment of which could result in a Lien on the Cox Assets in the hands of Salem, excepting in each case such taxes as will not be due until after the Closing Date and which are to be prorated pursuant to SECTION 4.2 of this Agreement.
The Cox Assets shall include all assets used or held for use in the operation of the Cox Stations as now conducted by Cox or any affiliated entity, and the AFM Assets shall include all assets used or held for use in the operation of the AFM Stations as now conducted by AFM or any affiliated entity, except the parties agree and acknowledge that (i) the Cox Assets shall not include the assets set forth on Schedule 1.7A, and (ii) the AFM Assets shall not include the assets set forth on Schedule 1.7B.
Cox shall pay any and all taxes that may be imposed by any taxing authority in the nature of sales or use taxes as a result of the transfer of the Cox Assets from Cox to GCI, and GCI shall pay any and all taxes that may be imposed by any taxing authority in the nature of sales or use taxes as a result of the transfer of the GCI Assets from GCI to Cox.
The jurisdiction of incorporation of Cox is disclosed on SCHEDULE 6.1. Cox has the requisite corporate power and authority (i) to own, lease and use the Cox Assets as presently owned, leased and used by it and (ii) to conduct the business and operations of the Cox Systems owned by it as presently conducted by it.
The Cox Assets shall include all assets used or held for use in the operation of the Cox Stations by Cox or any affiliated entity, and the GCI Assets shall include all assets used or held for use in the operation of the GCI Stations by GCI or any affiliated entity, except the parties agree and acknowledge that (i) the Cox Assets shall not include the assets set forth on Schedule 1.7A, and (ii) the GCI Assets shall not include the assets set forth on Schedule 1.7B.
For purposes of the Primary Transfer, all ------------ references in this Agreement to the Closing shall refer to the Primary Transfer and all references in this Agreement to the Closing Date shall refer to the date of the Primary Transfer and all provisions contained herein shall be applied with respect to the Assets and Systems conveyed in the Primary Transfer in the same manner as the exchange of all of the TCI Assets and Systems for all of the Cox Assets and Systems consummated simultaneously.
Cox has the requisite corporate power and authority (i) to own, lease and use the Cox Assets as presently owned, leased and used by it and (ii) to conduct the business and operations of the Cox System owned by it as presently conducted by it.
Notwithstanding the foregoing, if the Additional System is acquired on or prior to the Closing Date or, if the Additional System is identified within 45 days after the Closing Date and the Additional System Closing Date occurs on or before the Outside Additional System Closing Date, then the Additional System shall be deemed to be a Cox System and the assets of such Additional System shall be "Cox Assets," subject to the express limitations contained herein.
Except as set forth on Schedule 6.5, each Person upon or under whose property any of the Cox Assets are located, maintained, installed or operated (other than drop lines to customer dwellings) has granted to Cox such easements, licenses or rights of way as are necessary for the location, maintenance, installation and operation of such Cox Assets upon, over or under such property (the "Cox Easements").