Assets to be Conveyed Sample Clauses

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 at the Closing Place, subject to the terms and conditions set forth herein, Seller will sell, assign, convey, transfer and deliver (i) to LBI Sub, the FCC Licenses, and (ii) to LBI, all (except the Excluded Assets) of Seller’s right, title and interest in and to the businesses of the Stations, the Permits (other than the FCC Licenses) and the assets, Real Property, and rights of every kind and nature, whether tangible or intangible, absolute or contingent, wherever located, used or held for use principally in connection with the operation of the Stations (which, together with the FCC Licenses are collectively referred to as the “Purchased Assets”), and LBI Sub and LBI shall purchase, acquire, accept and pay for the Purchased Assets and assume the Assumed Liabilities. 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, except for Permitted Liens. The Purchased Assets include the following: 2.1.1 All of Seller’s right, title and interest in all tangible personal property, furniture, fixtures, improvements and office equipment and any other equipment owned by the Seller and used or held for use principally in the operation of the Stations, including as listed on Schedule V, including such items as (i) furniture and inventory in the Transmitter Buildings, (ii) transmitter facilities, (iii) transmission lines, (iv) the Towers, (v) main and back-up transmitters, generators and antennas, (vi) studio transmitter links, (vii) data links for transmitter telemetry, (viii) wireless microphone and other broadcasting equipment (including remote broadcast equipment), (ix) station vehicles, (x) audio-processing equipment, (xi) computers and related hardware and equipment and (xii) other equipment and tangible personal property used or held for use principally at the Transmitter Sites, at the studio spaces leased pursuant to the Primary Studio Lease or the Auxiliary Studio Lease, together with any replacements thereof or additions thereto made between the Execution Date and the Closing Date, less any retirements made in the ordinary and usual course of the Stations’ businesses (collectively, together with all tangible personal property described in Section 2.1.7, the “Tangible Personal Property”); 2.1.2 All of Seller’s right, title and interest in the transmitter facilities located at the Transmitter Sites to the exte...

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. Subject to and in reliance upon the representations, warranties, covenants, conditions and agreements herein contained, and except as specifically excluded in Section 1.2 hereof, at the Closing (as defined in Section 3.1 below), Seller shall convey, sell, assign, transfer and deliver to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to the Assets, including without limitation the following assets and properties as they exist on the Closing Date (collectively, the “Purchased Assets”): (a) the tangible personal property of Seller used in connection with the Assets, including but not limited to software and other tangible personal property used or useful in or for the Assets, including the assets identified on Schedule 1.1(a), together with all third party warranties (express or implied), operating manuals and all tangible and intangible property related to the foregoing “Tangible Personal Property”); (b) all rights of Seller under all agreements, contracts, sales and purchase orders and other instruments used in connection with the Assets, whether written or oral, in effect on the Closing Date, including but not limited to, supplier and vendor agreements, other agreements, which are listed on Schedule 4.14 (collectively, the “Contracts”); (c) all of Seller’s: patents, patent applications or rights, trademarks, trade names and service marks and registrations thereof and applications therefor, copyrights, registered copyrights and applications for copyright registration, domain names, marketing data, computer software, licenses, databases, products, data and documentation, know how and other proprietary rights used in or for the Assets and any tangible media, including source codes, relating to the foregoing (the “Proprietary Rights”), including but not limited to the Proprietary Rights listed on Schedule 4.12 and including all causes of action, demands, judgments and claims of any nature relating to the Proprietary Rights; and (d) All Governmental Approvals (and pending applications therefor), including the Governmental Approvals listed on Schedule 1.1(d) (to the extent the same are transferable).

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: (A) All of GW's right, title, and interest in the United States of America, its territories and possessions (the "Territory") in and to the trademarks set forth on Schedule 1.01(a) attached hereto (collectively, the "Trademarks"), together with the goodwill of the business symbolized by the Trademarks in the Territory; (B) All of GW's right, title, and interest in the Territory in and to the know-how relating to the production, manufacturing, packaging, release, validation, and stability of the Products as described or referenced in the documents and other materials set forth on Schedule 1.01(b) attached hereto (the "Know-How"); (C) All of GW's right, title, and interest in and to the new drug applications (and other regulatory applications) for the Products set forth on Schedule 1.01(c) attached hereto (collectively, the "NDAs"), including supplements, records, and reports that are required to be kept under 21 C.F.R. Section 314.81 (or under any comparable regulation applicable to an abbreviated antibiotic drug application), whether issued, pending, or in draft form, together with correspondence to or from the United States Food and Drug Administration (the "FDA") which relates to the Products; and (D) The tradedress, if any, associated with the Products, excluding any corporate or division name of GW or any of its Affiliates, any logo of GW or its Affiliates, and any trademark (other than the Trademarks) of GW or any of its Affiliates (the "Tradedress"). All of the assets described in Sections 1.01(a) - (d) are hereinafter sometimes referred to collectively as 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. Except for performance of the Business Agreements expressly assumed by Buyer hereunder, Buyer assumes no liabilities or obligations of Seller of any kind whatsoever, whether fixed or contingent and whether known or unknown, in connection with the Business Assets. At Closing, Seller will convey to Buyer title to all of the Assets free and clear of all liens, charges, claims and encumbrances, subject only to the Permitted Exceptions; and Seller will, in accordance with Section 8.2 hereof, indemnity and hold Buyer harmless from any and all such liabilities, liens, charges, claims and encumbrances to which the Assets are or may become subject.

Assets to be Conveyed. At the Closing, Buyer shall purchase from Seller and Seller shall assign, convey, transfer and deliver to Buyer, by good and sufficient instruments, all of the tangible and intangible assets used or usable in or required for the operation of the Stations (the "Purchased Assets"), such assets to include but not be limited to those assets described in the remainder of this Article 1, except seller's cash on-hand and in banks, cash equivalents, and securities (collectively, the "Excluded 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"):