Publishing Assets definition
Examples of Publishing Assets in a sentence
Enter into Sale Leasebacks, except Sale Leasebacks in an aggregate amount not to exceed, together with the aggregate amount of all Indebtedness outstanding pursuant to Section 7.03(g)(ii), the greater of (i) $50,000,000 and (ii) (A) prior to a Publishing Assets Disposition, 0.45% of Consolidated Total Assets and (B) after a Publishing Assets Disposition, 0.50% of Consolidated Total Assets at any one time outstanding.
Seller maintains insurance policies or other arrangements with respect to the Business and the Publishing Assets consistent with its practices for other business units, and will maintain such policies or arrangements until the Effective Time.
Schedule 1.1(e) contains a description of the material Intangible Property included in the Publishing Assets.
Any transfer taxes that may be applicable to the transfer of the Publishing Assets hereunder shall be paid one-half by Seller and one-half by Buyer.
With respect to the Business and the Publishing Assets, no tax deficiency has been assessed or to Seller’s knowledge proposed, and no tax proceeding or investigation (whether or not the statute of limitation has been waived) is pending or to Seller’s knowledge threatened that could reasonably be expected to result in liability to Buyer or a Lien upon any Publishing Assets.
In consideration for the sale of the Publishing Assets to Buyer, at Closing Buyer shall pay Seller, by wire transfer of immediately available funds, the sum of Six Million Five Hundred Thousand Dollars ($6,500,000), subject to Section 1.6(b).
The Borrower agrees to use commercially reasonable efforts consistent with the timetable contemplated hereby for the Restructuring to obtain higher and better (compared with the offer of Forstmann Little set forth in the FL Standby Purchase Agreement) all cash offers to purchase the Publishing Assets.
Except as set forth in any environmental report delivered to Buyer, to Seller’s knowledge, no hazardous or toxic substance or waste regulated under any applicable environmental, health or safety law has been generated, stored, transported or released on, in, from or to the Real Property included in the Publishing Assets, and Seller has complied in all material respects with all environmental, health and safety laws applicable to the Business.
Schedule 1.1(b) contains a list of material items of Tangible Personal Property included in the Publishing Assets.
After Closing, each of Buyer and Seller will allocate the Purchase Price in accordance with the respective fair market values of the Publishing Assets and the goodwill being purchased and sold in accordance with the requirements of Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), and each will file its tax returns in accordance with the Code.