The “Agreement”
ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into as of this 29th day of April, 2021 (the “Effective Date”) by and among METRO RADIO, INC., a Virginia corporation (“Buyer”), CENTENNIAL BROADCASTING II, LLC, a North Carolina limited liability company (“CBL”), and CENTENNIAL LICENSING II, LLC, a North Carolina limited liability company (“CLL”, and collectively and jointly and severally with CBL, “Seller”) (each a “Party” and, collectively, the “Parties”). RECITALS WHEREAS, Seller is the licensee and operator of radio stations WZFC-FM, Strasburg, Virginia (FCC Facility ID # 60362) (“WZFC-FM”), and WINC-FM, Berryville, Virginia (FCC Facility ID # 60363) (with WZFC-FM, collectively, the “Stations”), holding valid authorizations for the operation thereof from the Federal Communications Commission (the “FCC”), and Seller owns other assets used in connection with the operation of the Stations; and WHEREAS, on the terms and conditions described herein, Seller desires to sell and Buyer desires to purchase or assume certain of the assets owned or leased by Seller and used in connection with the operation of the Stations. NOW, THEREFORE, taking the foregoing into account, and in consideration of the mutual covenants and agreements set forth herein, the sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree to the following terms and conditions: ARTICLE 1: SALE AND PURCHASE 1.1 Assets. Subject to the terms and conditions herein contained, Seller shall grant, convey, sell, assign, transfer and deliver to Buyer on the Closing Date (as defined below) all of the assets, properties, interests, and rights, both tangible and intangible, real, personal or mixed, that are owned, leased, or held by Seller and used or held for use exclusively in connection with the present operations of the Stations and which are specifically described below, but excluding the Excluded Assets described in Section 1.2 (collectively, the “Assets”): (a) Licenses and Authorizations.
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