Common use of Exchange of Tangible Personal Property Clause in Contracts

Exchange of Tangible Personal Property. At the Closing (as defined in SECTION 4), (a) Cox shall, or cause RRC to, transfer, assign, convey and deliver to Salem, and Salem shall accept and acquire from Cox or RRC as the case may be, (i) all of the tangible personal property that is listed on Schedule 1.1A, together with any replacements thereof or additions thereto made between the date of this Agreement and the Closing Date (the "Cox Tangible Personal Property"), and (ii) all records relating to the Cox Assets (as defined below) including but not limited to, the public inspection files that relate to the Cox Stations and all proprietary information and data, maps, plans, diagrams, blueprints, schematics and technical drawings, engineering records, and FCC applications and filings maintained with respect to the Cox Assets (as defined below) pursuant to the rules and regulations of the FCC (the "Cox ▇▇▇ords"); (b) Cox shall cause RRC to transfer and assign, convey and deliver to Salem and Salem shall accept and acquire from RRC (i) all of the tangible personal property that is listed on Schedule 1.1B, together with any replacements thereof or additions thereto made between the date of this Agreement and the Closing Date (the "RRC Tangible Personal Property"), and (ii) all records relating to the RRC Assets (as defined below) including but not limited to, the public inspection files that relate to the RRC Station and all proprietary information and data, maps, plans, diagrams, blueprints, schematics and technical drawings, engineering records and FCC Applications and filings maintained with respect to the RRC Assets (as defined below) pursuant to the rules and regulations of the FCC (the "RRC Records"); (c) Salem shall transfer, assign, convey and deliver to RRC, and RRC shall accept and acquire from Salem (i) all of the tangible personal property listed on Schedule 1.1C, together with any replacements thereof or additions thereto made between the date of this Agreement and the Closing Date (the "Salem Tangible Personal Property"), and (ii) all records relating to the Salem Assets (as defined below) including but not limited to, the public inspection files that relate to the Salem Station and all proprietary information and data, maps, plans, diagrams, blueprints, schematics and technical drawings, engineering records, and FCC applications and filings maintained with respect to the Salem Assets (as defined below) pursuant to the rules and regulations of the FCC (the "Salem Records"); and (d) the Cox Tangible Personal Property, the Cox ▇▇▇ords, the RRC Tangible Personal Property, the RRC Records, the Salem Tangible Personal Property and the Salem Records shall be conveyed free and clear of all liens, mortgages, pledges, covenants, security interests, charges, claims or encumbrances of any kind whatsoever ("Liens") except for (i) Liens for current taxes not yet due and payable or the validity of which are being contested in good faith by appropriate proceedings and (ii) with respect to the Cox Real Property, the RRC Real Property and the Salem Real Property, easements, covenants, conditions and restrictions of record that do not individually or in the aggregate materially and adversely affect said real property (collectively, "Permitted Liens").

Exchange of Tangible Personal Property. At the Closing (as defined in SECTION 4), (a) , Cox shall, or cause RRC to, shall transfer, assign, convey and deliver to SalemGCI, and Salem GCI shall accept and acquire from Cox or RRC as the case may be, (i) all of the tangible personal property that is listed on Schedule 1.1A, together with any replacements thereof or additions thereto made between the date of this Agreement and the Closing Date (the "Cox Tangible Personal Property"), and (ii) all files (excluding personnel files for employees not party to written employment agreements, confidential correspondence files of station management, copies of all books and records relating that Cox is required by law to the Cox Assets (as defined below) including but not limited toretain, the and books and records related solely to internal corporate matters), records, logs, program materials, programs, lists, music libraries, public inspection files that relate to the Cox Stations and all proprietary information and data, maps, plans, diagrams, blueprints, schematics and technical drawings, engineering records, and FCC applications and filings maintained with respect to the Cox Assets (as defined below) Stations pursuant to the rules and regulations of the FCC (the "Cox ▇▇▇ords"); , free and clear of all liens, mortgages, pledges, covenants, security interests, charges, claims or encumbrances of any kind whatsoever (b"Liens") Cox (except for (x) Liens for current taxes not yet due and payable or the validity of which are being contested in good faith by appropriate proceedings, (y) Liens which constitute valid leases or subleases to third parties with respect to property not used in the operations of the Stations, and (z) Liens and defects in title that are not material to the lessee (collectively, "Permitted Liens")). At the Closing, GCI shall cause RRC to transfer and transfer, assign, convey and deliver to Salem and Salem shall Cox, ▇▇d Cox ▇▇▇ll accept and acquire from RRC GCI (i) all of the tangible personal property that is listed on Schedule 1.1B, together with any replacements thereof or additions thereto made between the date of this Agreement and the Closing Date (the "RRC GCI Tangible Personal Property"), and (ii) all technical records relating (excluding personnel files for employees not party to the RRC Assets (as defined below) including but not limited towritten agreements, the confidential correspondence files of station management, copies of all books and records that GCI is required by law to retain, and books and records related solely to internal corporate matters), records, logs, program materials, lists, music libraries, public inspection files that relate to the RRC Station and all proprietary information and data, maps, plans, diagrams, blueprints, schematics and technical drawings, engineering records and FCC Applications and filings maintained with respect to the RRC Assets (as defined below) pursuant to the rules and regulations of the FCC (the "RRC Records"); (c) Salem shall transfer, assign, convey and deliver to RRC, and RRC shall accept and acquire from Salem (i) all of the tangible personal property listed on Schedule 1.1C, together with any replacements thereof or additions thereto made between the date of this Agreement and the Closing Date (the "Salem Tangible Personal Property"), and (ii) all records relating to the Salem Assets (as defined below) including but not limited to, the public inspection files that relate to the Salem Station GCI Stations and all proprietary information and data, maps, plans, diagrams, blueprints, schematics and technical drawings, engineering records, and FCC applications and filings maintained with respect to the Salem Assets (as defined below) GCI Stations pursuant to the rules and regulations of the FCC (the "Salem GCI Records"); and (d) the Cox Tangible Personal Property, the Cox ▇▇▇ords, the RRC Tangible Personal Property, the RRC Records, the Salem Tangible Personal Property and the Salem Records shall be conveyed free and clear of all liens, mortgages, pledges, covenants, security interests, charges, claims or encumbrances of any kind whatsoever Liens ("Liens") except for (i) Liens for current taxes not yet due and payable or the validity of which are being contested in good faith by appropriate proceedings and (ii) with respect to the Cox Real Property, the RRC Real Property and the Salem Real Property, easements, covenants, conditions and restrictions of record that do not individually or in the aggregate materially and adversely affect said real property (collectively, "Permitted Liens").