AND WORDS OF ONE GENDER SHALL BE HELD TO
INCLUDE THE OTHER GENDERS AS THE CONTEXT REQUIRES, (B) THE TERMS "HEREOF,"
"HEREIN," AND "HEREWITH" AND WORDS OF SIMILAR IMPORT SHALL, UNLESS OTHERWISE
STATED, BE CONSTRUED TO REFER TO THIS AGREEMENT AS A WHOLE (INCLUDING THE
DISCLOSURE SCHEDULES AND EXHIBITS HERETO) AND NOT TO ANY PARTICULAR PROVISION OF
THIS AGREEMENT, AND ARTICLE, SECTION, PARAGRAPH, EXHIBIT AND DISCLOSURE
SCHEDULE REFERENCES ARE TO THE ARTICLES, SECTIONS, PARAGRAPHS, EXHIBITS AND
DISCLOSURE SCHEDULES TO THIS AGREEMENT UNLESS OTHERWISE SPECIFIED, (C) THE WORD
"INCLUDING" AND WORDS OF SIMILAR IMPORT WHEN USED IN THIS AGREEMENT MEANS
"INCLUDING, WITHOUT LIMITATION," UNLESS OTHERWISE SPECIFIED, AND (D) THE WORD
"OR" SHALL NOT BE EXCLUSIVE.
7
ARTICLE II
PURCHASE AND SALE
Section 2.01
Purchase and Sale.
Except as otherwise
provided below, upon the terms and subject to the conditions of this Agreement,
Buyer agrees to purchase from each Seller and each Seller agrees to sell,
convey, transfer, assign and deliver, or cause to be sold, conveyed,
transferred, assigned and delivered, to Buyer at the Closing, free and clear of
all Liens, other than Permitted Liens, all of such Seller's right, title and
interest in, to and under the assets, contracts, properties and business, of
every kind and description, wherever located, real, personal or mixed, tangible
or intangible, owned, held or used in the conduct of the Business by such Seller
as the same shall exist on the date of this Agreement, including all assets
shown on the Reference Balance Sheet and not disposed of in accordance with
Section 5.01(d), and all assets of the Business thereafter acquired by such
Seller, but excluding the Excluded Assets (the "Purchased Assets"), and
including, without limitation, all right, title and interest of each Seller in,
to and under:
(A)
ALL REAL PROPERTY;
(B)
ALL EQUIPMENT;
(C)
ALL RIGHTS UNDER ALL CONTRACTS, AGREEMENTS,
LEASES, LICENSES, COMMITMENTS, SALES AND PURCHASE ORDERS AND OTHER INSTRUMENTS,
WHETHER ORAL OR WRITTEN, RELATING TO THE BUSINESS, INCLUDING WITHOUT LIMITATION
THE ITEMS LISTED ON DISCLOSURE SCHEDULE SECTION 3.05 AND THE LEASES
(COLLECTIVELY, THE "CONTRACTS");
(D)
ALL PREPAID EXPENSES AND DEPOSITS, INCLUDING
BUT NOT LIMITED TO SECURITY DEPOSITS, AD VALOREM TAXES, LEASES AND RENTALS;
(E)
ALL OF SUCH SELLER'S RIGHTS, CLAIMS,
CREDITS, CAUSES OF ACTION OR RIGHTS OF SET-OFF AGAINST THIRD PARTIES RELATING TO
THE PURCHASED ASSETS, INCLUDING UNLIQUIDATED RIGHTS UNDER MANUFACTURERS' AND
VENDORS' WARRANTIES, IN EACH CASE ONLY TO THE EXTENT BUYER INCURS LOSSES
RELATING THERETO;
(F)
ALL INTANGIBLE PROPERTY;
(G)
ALL INTERNET WEB SITES AND RELATED
AGREEMENTS, CONTENT AND DATABASES AND DOMAIN NAME REGISTRATIONS, AS AND TO THE
EXTENT RELATING TO THE BUSINESS, INCLUDING THOSE SET FORTH ON DISCLOSURE
SCHEDULE SECTION 2.01(G);
(H)
THE FCC LICENSES AND ALL TRANSFERABLE
MUNICIPAL, STATE AND FEDERAL FRANCHISES, LICENSES, PERMITS OR OTHER GOVERNMENTAL
AUTHORIZATION AFFECTING, OR RELATING IN ANY WAY TO, THE BUSINESS, INCLUDING THE
ITEMS LISTED ON DISCLOSURE SCHEDULE SECTION 2.01(H) (THE "PERMITS");
(I)
ALL PREPAYMENTS UNDER ADVERTISING SALES
CONTRACTS FOR COMMITTED AIR TIME FOR ADVERTISING THAT HAS NOT BEEN AIRED PRIOR
TO