Media Business in Pennsylvania

Sale of substantially all of assets of the Reading Eagle Company and WEEU Broadcasting Company (each, individually, a “Seller”, and, collectively, the “Sellers”). Sellers own and operate a media business (the “Business”), which business includes the publication, sale and distribution of the Reading Eagle newspaper and related website and digital news apps and the operation of radio station WEEU, Reading, Pennsylvania and other business ventures related thereto. The sale assets including the following:

• All of Sellers’ right, title and interest in the publications referred to in Schedule 2.1.1 (the “Publications”), and all of Sellers’ rights to prepare, publish, sell and distribute such Publications and any other publications, extensions (including website and social media domain names and content) or spinoffs derived from such publications or related thereto in all languages and all of Sellers’ right title and interest in the Station, including the FCC License and call letters;
• All inventories of back and current issues of the Publications; editorial material, work in process, finished goods, manuscripts, notes and drafts, graphic artwork, cuts, photographs and negatives owned by Sellers; promotional materials, inserts, and direct mail materials owned by Sellers; stationery, supplies, purchase orders, forms, labels, shipping materials and catalogs owned by Sellers; and all lists owned by Sellers of contributors, authors, correspondents, reviewers, photographers, illustrators and editors who contribute or have contributed to any of the Publications or otherwise to the Business;
• All circulation, delivery and mailing lists and carrier routes maintained by Sellers, all data related to such lists, all circulation readership studies, audience\ surveys and research owned by Sellers, and all other mailing lists, together with all records, reports and tapes of computer data owned by Sellers;
• All of Sellers’ right, title and interest in any copyrights (the “Copyrights”), whether registered or unregistered, in published works and unpublished works, and pending applications to register the same, including all copyrights covering each issue of each of the Publications, and the contents and components thereof;
• All lists, files, books and records of Sellers to the extent they relate to the advertisers of, for or in any of the Publications, including, but not limited to, rate cards, verification cards, advertising insertion orders, specimen copies of all advertisements carried in any of the Publications, and copies of current price lists, discount lists, catalogs, public relations materials, sales correspondence, call reports, call books and sales promotion lists;
• All of Sellers’ agreements for advertising contracts, space reservations, insertion orders and all lists of files, books and records of Sellers related thereto, including prospect lists for advertising in any of the Publications;
• All accounts and other amounts receivable and all Sellers’ other rights to payment, causes of action, claims and rights of recovery to the extent they relate to the Publications or the Business, whether arising or accruing prior to, on or after the Closing Date, whether in respect of advertising, subscriptions, mailing lists or newsstand orders or otherwise (collectively, the “Receivables”);
• All fixed and tangible personal property, including furniture, fixtures and equipment of Sellers (in addition to property otherwise identified in this Section 2.1), and including those items identified in Schedule 2.1.8;
• Leases. All rights, title and interest under those real property leases described on Schedule 2.1.9 (collectively, the “Real Property Leases”) and all leasehold improvements and fixtures on the premises leased pursuant to the Real Property Leases set forth on Schedule 2.1.9;
• All contracts listed on the final version of Schedule 2.3.1;
• The Real Property;
• All books (except for Sellers’ corporate minute books and similar legal records of corporate existence and affairs, as opposed to their business operations), financial and personnel records, invoices, shipping records, supplier lists and other documents, records, data files and service manuals owned by Sellers;
• All of Sellers’ right, title and interest in and to all computer software and programs used in the conduct of the Business and any rights thereto, except those that by their terms are not transferable;
• All claims, causes of action, rights of recovery and rights of set-off of any kind (including, without limitation, rights under and pursuant to all warranties, representations and guarantees made by suppliers of products, materials or equipment, or components thereof) of Sellers related to the Business, but not including any preference, and fraudulent conveyance claims of Sellers or their estates arising under Chapter 5 of the Bankruptcy Code or similar state laws;
• The goodwill of or pertaining to the Business, Purchased Assets and Publications;
• Except for Sellers’ policies of director and officer liability insurance, all claims under insurance policies, and all proceeds from claims under such insurance policies;
• All of Sellers’ right, title and interest in and to all trademarks, service marks, logos, trademark registrations or applications, service mark registrations or applications, trade names, domain names and brand names owned and used by Sellers in connection with any of the Publications and the Business (collectively, the “Trademarks”) and the goodwill related thereto;
• The names and addresses of all Subscribers to any of the Publications, all data to the extent it relates to such subscribers, and all rights to own, manage, use and rent the names and addresses of all subscribers to any of the Publications to the full extent that such information and data could be used by Sellers;
• All security deposits, prepaid expenses and charges paid by Sellers or their Affiliates prior to the Closing Date in respect of the Business and pertaining to periods after the Closing Date, including those described on Schedule 2.1.19;
• All telephone numbers, websites and URLs owned, licensed or otherwise used by Sellers in connection with the Business; and
• All currently effective warranties and guaranties, if any, given to any Seller by any contractor, supplier or manufacturer which has provided or is providing services or goods in connection with the Business.