Digital Publication Notice. The Settlement Administrator will supplement the direct notice program with a digital publication notice program that will deliver more than fifty million (50,000,000) impressions to likely Settlement Class Members. The digital publication notice campaign will run for at least one month and will contain active hyperlinks to the Settlement Website. The final digital notice advertisements, and the overall digital publication notice program to be used, shall be subject to the final approval of Defendants, which approval shall not be unreasonably withheld.
Further, Montage agrees that during the applicable Exclusivity Period, it shall not, and it shall not permit any financial advisor, broker or other representative of Montage to, market for sale, furnish non-public information to, negotiate with, solicit or participate in discussions or negotiations with any third party other than Marigold with respect to the sale of the Station Assets or Digital Assets or any transaction with respect to the Station Assets or Digital Assets, or otherwise agree to divest the Station Assets or the Digital Assets.
Digital assets HYFN (including HYFN8) and Federated Media.
Asset Acquisitions. In addition to payment of the Montage Termination Fee as provided in Section 2, Montage also hereby agrees, that during the applicable Exclusivity Period (as defined below), it shall consider, and negotiate in good faith with respect to, any offer or offers made by Marigold (or its designated Affiliate) to purchase substantially all of the assets of Montage and its Affiliates primarily used or held for use in connection with the business and operation of the television broadcast stations set forth on [Schedule A] (the “Station Assets” and “Station Acquisitions”) and digital businesses set forth on [Schedule B] (the “Digital Assets”)and “Digital Asset Acquisitions”). The “Exclusivity Period” shall mean with respect to the Station Assets, 30 days following the date of this Agreement; and with respect to the Digital Assets, 60 days following the date of this Agreement.
Assets. Except for those to be transferred to or replaced by the LP, the LLC or Sinclair as contemplated by the terms of this Agreement, including certain Contracts, digital arrangements and IT systems, and employee matters, as set forth in Article 4 hereof, and except for those used to provide administrative, accounting, legal, HR, IT, engineering and other back office and management services from locations other than Austin, Texas, Emmis does not own material assets that are used in the operation of the Stations.
#[[Organization C:Organization]] has not assigned, pledged, or otherwise conveyed or encumbered any Purchased Asset to any other Person, and immediately prior to the sale of such Purchased Asset to [[Organization B:Organization]], [[Organization C:Organization]] was the sole owner of such Purchased Asset and had
Plan Assets. [[Organization C:Organization]] is not an employee benefit plan as defined in Section 3 of Title I of ERISA, or a plan described in Section 4975(e)(1) of the Code, and the Purchased Assets are not “plan assets” within the meaning of 29 CFR §2510.3-101, as modified by [Section 3(42)] of ERISA, in [[Organization C:Organization]]’s hands and transactions by or with [[Organization C:Organization]] are not subject to any foreign state or local statute regulating investments of, or fiduciary obligations with respect to, governmental plans within the meaning of [Section 3(32)] of ERISA or church plans within the meaning of [Section 3(33)] of ERISA.
Investment Assets. The Ceding Company has valid title to all of the Initial Funds Withheld Account Assets, free and clear of any liens, pledges or other encumbrances.
The financial statements of [[Organization B:Organization]] reflect the material properties and assets (real and personal) owned or leased by them.
Excluded Assets. Notwithstanding anything to the contrary contained in Section 1.1 or elsewhere in this Agreement, the following (collectively, the “Excluded Assets”) shall not be part of the sale and purchase contemplated hereunder:
AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.
And AllDrafts generates clean Word and PDF files from any draft.