Station Assets definition
Station Assets shall have the meaning set forth in Section 1.2.
Station Assets means all fixed assets relating to the Station Area as handed over to the Facility Manager, for the purposes of the SFM Agreement, but shall not include the underlying Station Area (as identified in the Joint Inventory) or any Maintenance Assets. For the avoidance of doubt, the term “Assets” or “Station Assets” shall include (i) all existing fixed assets relating to the Station Area as handed over to the Facility Manager on the SFMA Appointed Date and (ii) all fixed assets relating to the Station Area as and when constructed/ completed/ renovated/ repaired as part of the Station Development Project and handed over to the Facility Manager;
Station Assets means the assets to be transferred to Buyer hereunder, as more fully specified in Section 1.2.
Examples of Station Assets in a sentence
Seller is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and is qualified to do business in each jurisdiction in which the Station Assets are located.
Buyer is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and is qualified to do business in each jurisdiction in which the Station Assets are located.
Schedule 1.1(b) contains a list of all material items of Tangible Personal Property included in the Station Assets.
Schedule 1.1(f) includes a description of each lease of Real Property or similar agreement included in the Station Assets (the "Real Property Leases").
Schedule 1.1(d) contains a description of the material Intangible Property included in the Station Assets.
More Definitions of Station Assets
Station Assets means all of ▇▇▇▇▇▇▇▇'▇ rights in, to and under the ------- ------ assets and properties of the Stations, real and personal, tangible and intangible, of every kind and description which are owned and used by ▇▇▇▇▇▇▇▇ in connection with the business and operations of the Stations, including rights under contracts and leases, real and personal property, plant and equipment, inventories, intangibles, licenses and goodwill, and all other assets and properties of ▇▇▇▇▇▇▇▇ used solely in connection with the operation of any Station; provided that the Station Assets will not include the Headquarters Assets.
Station Assets means all those certain contracts, fixtures, equipment, removable equipment, and associated onsite personal property listed on Schedule 1.1-SA.
Station Assets means the rights, title and interest, real and personal, tangible and intangible, owned or held by Seller and used or useful in the operation of the Station to be acquired by Buyer under this Agreement.
Station Assets means, with the exception of the FCC Licenses, all assets, properties, rights, titles and privileges of every kind, character and description, whether tangible, intangible, real, personal or mixed, of whatever description and wherever located, used exclusively in connection with the operation of the Station including, without limitation, all additions, accessions, and substitutions made before the Closing as permitted pursuant to the terms of this Agreement.
Station Assets means all of ▇▇▇▇▇▇▇▇'▇ and its Subsidiaries' rights in, to and under the assets and properties of the Stations, real and personal, tangible and intangible, of every kind and description which are owned and used by ▇▇▇▇▇▇▇▇ or its Subsidiaries in connection with the business and operations of the Stations, including rights under con tracts and leases, real and personal property, plant and equipment, inventories, intangibles, licenses and goodwill, and all other assets and properties of ▇▇▇▇▇▇▇▇ and its Subsidiaries used solely in connection with the operation of any Station; provided that the Station Assets will not include the Headquarters Assets.
Station Assets means all of the assets of each Station, including tangible and intangible personal property, licenses, authorizations and leases, contracts and agreements, owned or held by the Grantor Parties or a controlled Affiliate of a Grantor Party, relating to the operation of any such Station, including (i) all of the licenses, permits and other authorizations issued by the FCC to the Grantor Parties (including, all licenses, permits and other authorizations of LicenseCo Subsidiaries) in respect of each Station, including any renewals, extensions or modifications thereof and additions thereto between the date hereof and the Closing (collectively, the “FCC Licenses”) and (ii) all other assignable licenses, permits, construction permits, approvals, concessions, franchises, certificates, consents, qualifications, registrations, privileges and other authorizations and other rights, from any Governmental Authority, to any Grantor Party used in connection with such Station, including any renewals, extensions or modifications thereof and additions thereto between the Option Agreement Effective Date and the Closing (collectively, the “Permits”). “Tax Return” means any return, statement, declaration, notice, certificate or other document that is or has been filed with or submitted to, or required to be filed with or submitted to, any Governmental Authority in connection with the determination, assessment, collection or payment of any Tax, including any amendment thereof and any attachment thereto. “Term Agent” means the “Term Agent” under and as defined in the Term Loan Agreement or any successor or assign thereof. “Term Loan Agreement” means that certain Term Loan Agreement, dated April 17, 2024, by and among Parent, the other persons party thereto as “Borrowers”, the financial institutions party thereto as “Lenders”, and Whitehawk Capital Partners LP in its capacity as Term Agent thereunder, as amended and in effect from time to time or any refinancing thereof. “Term Loan Documents” shall have the meaning ascribed to “Loan Documents” in the Term Loan Agreement or any similar term in any refinancing thereof. “Tax” means any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, gains, transfer, license, withholding, payroll, employment, unemployment, disability, excise, capital stock, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, ...
Station Assets means all property and assets owned by the Seller at the Option Completion Date (wherever located) but excluding all Excluded Assets.