The Parties agree that nothing herein shall be interpreted to obligate the Parties to enter into any transaction for a Station Acquisition or a Digital Acquisition. Marigold also agrees and acknowledges that Montage will be required to obtain the consent or approval of Nexstar Broadcasting Group, Inc. prior to entering into any agreement with Marigold with respect to any Station Acquisition or Digital Acquisition.

Protection of Digital Computer and Communication Systems and Networks. Service Provider understands that Owners are required under 10 C.F.R. § 73.54 to assure all Services performed related to digital computer and communication systems and networks are adequately protected against cyber-attacks, including the design basis threat described in 10 C.F.R. § 73.1, or Services associated with # safety-related and important-to-safety functions, # security functions, # emergency preparedness functions, and # support systems and equipment which if compromised, would adversely impact safety, security, or emergency preparedness functions. Service Provider agrees that all related Services performed by Service Provider will be performed in compliance with Owners’ cyber security plan.

“Hash Value” shall mean, with respect to an eNote, the unique, tamper-evident digital signature of such eNote that is stored with MERS.

“Materials” means all text, graphics, animation, audio and/or digital video components that reside on or are accessible from or through the Expedia System.

“Promotional Materials” means packaging, inserts, digital content and similar information and materials selected by Arcus or its Affiliates or any of its or their sublicensees.

No assets of Company are excluded from this Agreement. The Company and Shareholders understand and agree that this Agreement represents a purchase of all the Shares of Company by the Buyer, and that all assets of Company, including cash, accounts receivable, inventory, and work in progress shall be sold in the sale and transfer to Buyer. Additionally, the Company and Shareholders understand and agree that at the time of closing there shall be no material adverse change to Company’s working capital (consisting of Cash+AR-AP+inventory+WIP) as of the balance sheet date of ​.

Disposition of Assets; Liens. [[Organization C:Organization]] shall not create, incur, assume or suffer to exist any mortgage, pledge, Lien, charge or other encumbrance of any nature whatsoever on any of the Repurchase Assets, whether real, personal or mixed, now or hereafter owned, other than the Liens created in connection with the transactions contemplated by this Agreement; nor shall [[Organization C:Organization]] cause any of the Purchased Assets to be sold, pledged, assigned or transferred except as permitted hereunder.

Plan Assets; Prohibited Transactions. None of the Borrowers is an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. § 2510.3-101, as modified by [Section 3(42)] of ERISA, of an employee benefit plan (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA or any plan (within the meaning of Section 4975 of the Code). The Company and its Subsidiaries have not engaged in any prohibited transaction within the meaning of [Section 406] of ERISA or Section 4975 of the Code which could reasonably be expected to result in liability, individually or in the aggregate, having a Material Adverse Effect; and neither the execution of this Agreement nor the making of Loans (assuming that the Lenders do not fund any of the Loans with any “plan assets” as defined under ERISA) hereunder give rise to a non-exempt prohibited transaction within the meaning of [Section 406] of ERISA or Section 4975 of the Code.

Assets and Assumed Contracts Subject to the terms, conditions, covenants and agreements hereinafter provided, Buyer shall purchase and receive, and Seller shall sell and deliver to Buyer at the closing the Assets and Assumed Contracts described in [Article IV] hereof (the “Closing” or “Closing Date”), free and clear of all liens, encumbrances, claims and charges, except as expressly provided herein. The Assets and Assumed Contracts are being acquired by Buyer in order to enable Buyer to commence operating the Proposed Business. The Assets include, but are not limited to, the following:

No Other Assets Transferred No assets other than the Assets specified in Section 2.1 and/or specifically identified in an Exhibit to this Agreement, are to be sold and transferred by Seller and purchased and received by Buyer.