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The Parties acknowledge that the Contracts as set forth on Schedule 1.1(d) under “Shared Contracts” and “Digital Agreements” and “Replacement Contracts,” or portions thereof, have historically provided benefits and obligations relating to the operation of the Stations as well as the operation of other stations operated by Sellers and/or its affiliates, and Sellers and Buyers shall comply with Schedule 1.1(d) with respect thereto. Notwithstanding anything to the contrary in this Agreement, with respect to assets (including tangible and intangible assets) of any Seller or Emmis that are, as of the date of this Agreement, used both in the operation of the Stations and in the operation of other stations, such assets shall be allocated, and shall constitute either Assets or Excluded Assets, consistent with the schedules to this Agreement, with items of shared tangible personal property allocated to the station of primary use and items of shared intangible personal property either allocated to the station of primary use or made available for all such stations as the context requires. Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them in Article 17 of this Agreement.ġ.6 Shared Assets.
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Reference herein to a “Party” or the “Parties” shall refer, on the one hand, to Buyers, and on the other hand, to Sellers, and reference herein to “Sellers” shall refer to any Seller or all Sellers together, while reference herein to “Buyers” shall refer to any Buyer or all Buyers together, unless expressly stated (or the context requires) otherwise. This Asset Purchase Agreement ( “Agreement” ) is made as of February 22, 2018, by and among EMMIS RADIO, LLC, an Indiana limited liability company (“ Emmis Radio ”) and EMMIS RADIO LICENSE, LLC, an Indiana limited liability company (“ Emmis License, ” and with Emmis Radio, “ Sellers ,” and each a “ Seller ”), and, for the limited purposes set forth herein, EMMIS COMMUNICATIONS CORPORATION, an Indiana corporation (“ Emmis ”), on the one hand, and ENTERCOM MISSOURI, LLC (“ Entercom Missouri ”) and ENTERCOM LICENSE, LLC (“ Entercom License, ” and together with Entercom Missouri, “ Buyers, ” and each a “ Buyer ”), each of them Delaware limited liability companies, and, for the limited purposes set forth herein, ENTERCOM COMMUNICATIONS CORP., a Pennsylvania corporation (“ ECC ”), on the other.