8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 26, 2014 (August 20, 2014)

MEDIA GENERAL, INC.

(Exact name of registrant as specified in its charter)

Commonwealth of Virginia	1-6383	54-0850433
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

333 E. Franklin St.

Richmond, VA 23219

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (804) 887-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement. 

Asset Purchase Agreements

On August 20, 2014, Media General, Inc. (“Media General”), along with certain of its wholly owned subsidiaries, entered into the following agreements (the “Purchase Agreements”):

● an Asset Purchase Agreement with Harrisburg Television, Inc. (“Harrisburg TV”), a wholly owned subsidiary of Sinclair Broadcast Group, Inc. (“Sinclair”), for the sale of Media General’s television station WJAR-TV in Providence, Rhode Island for approximately $120 million in cash;

● an Asset Purchase Agreement with LIN Television Corporation (“LIN Television”), a wholly owned subsidiary of LIN Media LLC (“LIN Media”), and Harrisburg TV, for the sale of LIN Media’s television stations WLUK-TV and WCWF-TV in Green Bay-Appleton, Wisconsin for approximately $70 million in cash;

● an Asset Purchase Agreement with LIN Television and Sinclair Communications, LLC (“Sinclair Communications”) for the sale of certain assets of the television station WTGS-TV in Savannah, Georgia, which is currently operated by LIN Media, for approximately $17.5 million in cash;

● an Asset Purchase Agreement with Hearst Television Inc. (“Hearst”) and WVTM Hearst Television Inc., a wholly owned subsidiary of Hearst, for the sale of Media General’s television station WVTM-TV in Birmingham, Alabama for approximately $58 million in cash;

● an Asset Purchase Agreement with LIN Television, LIN License Company, LLC, a wholly owned subsidiary of LIN, Hearst and WJCL Hearst Television LLC, a wholly owned subsidiary of Hearst, for the sale of LIN Media’s television station WJCL-TV in Savannah, Georgia for approximately $4.5 million in cash;

● an Asset Purchase Agreement with Meredith Corporation for the sale of LIN Media’s television station WALA-TV in Mobile, Alabama for approximately $86 million in cash;

● an Asset Purchase Agreement with Chesapeake Media I, LLC, a wholly owned subsidiary of Sinclair, for the purchase of Sinclair’s televisions stations KXRM-TV and KXTU-LD in Colorado Springs, Colorado for approximately $53.1 million in cash; and

● an Asset Purchase Agreement with Sinclair Communications, a wholly owned subsidiary of Sinclair, for the purchase of Sinclair’s television station WTTA-TV in Tampa Bay, Florida for approximately $40 million in cash.

The Purchase Agreements were entered into by Media General and LIN Media (and/or their subsidiaries) in order to address regulatory considerations related to the business combination of Media General and LIN Media. The Purchase Agreements each contain customary representations, warranties, covenants and closing conditions for transactions of this type, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act (if applicable) and receipt from the Federal Communications Commission of consent to the transfer of control of the related broadcast licenses, and are also subject to the closing of the business combination of Media General and LIN Media pursuant to the terms of the Agreement and Plan of Merger, dated as of March 21, 2014 (the “Merger Agreement”), by and among Media General, Mercury New Holdco, Inc. (“New Holdco”), Mercury Merger Sub 1, Inc., Mercury Merger Sub 2, LLC and LIN Media, as amended by Amendment No. 1 thereto, dated as of August 20, 2014 (the “Merger Agreement Amendment”). The foregoing description of the Purchase Agreements is not complete and is qualified in its entirety by reference to the Purchase Agreements, which are filed as exhibits hereto and incorporated by reference herein.

Debt Commitment

In connection with the execution of the Merger Agreement, Media General entered into the debt commitment with Royal Bank of Canada (subsequently amended to include other lenders) for a commitment for an aggregate $1.6 billion senior secured credit facility, consisting of an incremental senior secured revolving facility in an aggregate principal amount of $90 million, an incremental senior secured Term A facility in an aggregate principal amount of $600 million and an incremental senior secured Term B facility in an aggregate principal amount of $910 million. In connection with the execution of the Merger Agreement Amendment, in accordance with the terms of such debt commitment, Media General reduced the aggregate principal amount of the incremental senior Term B facility by $110 million.

Item 8.01. Other Events. 

On August 20, 2014, Media General issued a joint press release with LIN Media announcing the entry into the Purchase Agreements described above. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Asset Purchase Agreement, dated as of August 20, 2014, by and between Media General Operations, Inc. and Harrisburg Television, Inc.*
10.2	Asset Purchase Agreement, dated as of August 20, 2014, by and among Mercury New Holdco, Inc., LIN Television Corporation and Harrisburg Television, Inc.*
10.3	Asset Purchase Agreement, dated as of August 20, 2014, by and among  Mercury New Holdco, Inc., LIN Television Corporation and Sinclair Communications, LLC.*
10.4	Asset Purchase Agreement, dated as of August 20, 2014, by and among Media General, Inc., Birmingham Broadcasting Co, Inc., Media General Communications Holdings, LLC, Hearst Television Inc. and WVTM Hearst Television Inc.*
10.5	Asset Purchase Agreement, dated as of August 20, 2014, by and among Media General, Inc., Mercury New Holdco, Inc., LIN Television Corporation, LIN License Company, LLC, Hearst Television Inc. and WJCL Hearst Television LLC.*
10.6	Asset Purchase Agreement, dated as of August 20, 2014, by and among Media General, Inc., Mercury New Holdco, Inc. and Meredith Corporation.*
10.7	Asset Purchase Agreement, dated as of August 20, 2014, by and between Media General Operations, Inc. and Chesapeake Media I, LLC.*
10.8	Asset Purchase Agreement, dated as of August 20, 2014, by and between Media General Operations, Inc. and Sinclair Communications, LLC.*
99.1	Press Release of Media General, Inc. and LIN Media LLC, dated August 20, 2014.

* This filing excludes schedules and exhibits pursuant to Item 601(b)(2) of Regulation S-K, which the registrant agrees to furnish supplementally to the Securities and Exchange Commission upon request by the Commission.

FORWARD-LOOKING STATEMENTS

Certain statements in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Media General or LIN Media to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “increase,” “forecast” and “guidance” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could” are based upon then-current assumptions and expectations and are generally forward-looking in nature and not historical facts. Any statements that refer to outlook, expectations or other characterizations of future events, circumstances or results are also forward-looking statements. There can be no assurance that the proposed combination or the proposed purchases and sales will occur as currently contemplated, or at all, or that the expected benefits from the combination will be realized on the timetable currently contemplated, or at all. Additional risks and uncertainties relating to the proposed combination include, but are not limited to, uncertainties as to the satisfaction of closing conditions to the combination, including timing, receipt of, and conditions to obtaining regulatory approvals, timing and receipt of approval by the shareholders of Media General and LIN Media, the respective parties’ performance of their obligations under the merger agreement, and other factors affecting the execution of the transaction. Other risks that could cause future results to differ from those expressed by the forward-looking statements included in this press release include, but are not limited to, Media General’s and LIN Media’s ability to promptly and effectively integrate the businesses of the two companies, any change in national and regional economic conditions, the competitiveness of political races and voter initiatives, pricing fluctuations in local and national advertising, future regulatory actions and conditions in the television stations’ operating areas, competition from others in the broadcast television markets served by Media General and LIN Media, volatility in programming costs, the effects of governmental regulation of broadcasting, industry consolidation, technological developments and major world news events.

A further list and description of important assumptions and other important factors that could cause actual results to differ materially from those in the forward-looking statements are specified in Media General and LIN Media’s respective Annual Reports on Form 10-K for the year ended December 31, 2013 and Quarterly Reports on Form 10-Q and in the Registration Statement on Form S-4 and the related joint proxy statement/prospectus with respect to the combination, and is included under headings such as “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Other unknown or unpredictable factors could also have material adverse effects on Media General’s or LIN Media’s performance or achievements. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this press release may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this press release. Media General and LIN Media undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless required by law.

NO OFFER OR SOLICITATION

This announcement is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

This communication is not a solicitation of a proxy from any shareholder of Media General or LIN Media. In connection with the Agreement and Plan of Merger by and among Media General, New Holdco, LIN Media and the other parties thereto, as amended, New Holdco has filed with the Securities and Exchange Commission ("SEC") a Registration Statement on Form S-4 (the "Form S-4") that includes a joint proxy statement/prospectus that has been filed with the SEC by Media General and LIN Media. New Holdco, Media General and LIN Media intend to file supplemental materials with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS BECAUSE THEY CONTAIN (OR WILL CONTAIN) IMPORTANT INFORMATION ABOUT MEDIA GENERAL, LIN MEDIA, NEW HOLDCO AND THE PROPOSED COMBINATION. The Form S-4, including the joint proxy statement/prospectus, and the supplemental materials (when they become available), and any other documents filed by Media General, New Holdco and LIN Media with the SEC, may be obtained free of charge at the SEC’s web site at www.sec.gov. The documents filed by Media General and New Holdco may also be obtained for free from Media General’s Investor Relations web site (http://www.mediageneral.com/investor/index.htm) or by directing a request to Media General’s Investor Relations contact, Lou Anne J. Nabhan, Vice President, Corporate Communications, at (804) 887-5120.

PARTICIPANTS IN THE SOLICITATION

Media General and LIN Media and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the security holders of either Media General or LIN Media in connection with the transaction. Information about Media General’s directors and executive officers is available in the Form S-4 and the joint proxy statement/prospectus regarding the transaction that has been filed with the SEC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 26, 2014

MEDIA GENERAL, INC.
By:	/s/ James F. Woodward
	Name: James F. Woodward
	Title: Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Asset Purchase Agreement, dated as of August 20, 2014, by and between Media General Operations, Inc. and Harrisburg Television, Inc.*
10.2	Asset Purchase Agreement, dated as of August 20, 2014, by and among Mercury New Holdco, Inc., LIN Television Corporation and Harrisburg Television, Inc.*
10.3	Asset Purchase Agreement, dated as of August 20, 2014, by and among  Mercury New Holdco, Inc., LIN Television Corporation and Sinclair Communications, LLC.*
10.4	Asset Purchase Agreement, dated as of August 20, 2014, by and among Media General, Inc., Birmingham Broadcasting Co, Inc., Media General Communications Holdings, LLC, Hearst Television Inc. and WVTM Hearst Television Inc.*
10.5	Asset Purchase Agreement, dated as of August 20, 2014, by and among Media General, Inc., Mercury New Holdco, Inc., LIN Television Corporation, LIN License Company, LLC, Hearst Television Inc. and WJCL Hearst Television LLC.*
10.6	Asset Purchase Agreement, dated as of August 20, 2014, by and among Media General, Inc., Mercury New Holdco, Inc. and Meredith Corporation.*
10.7	Asset Purchase Agreement, dated as of August 20, 2014, by and between Media General Operations, Inc. and Chesapeake Media I, LLC.*
10.8	Asset Purchase Agreement, dated as of August 20, 2014, by and between Media General Operations, Inc. and Sinclair Communications, LLC.*
99.1	Press Release of Media General, Inc. and LIN Media LLC, dated August 20, 2014.

* This filing excludes schedules and exhibits pursuant to Item 601(b)(2) of Regulation S-K, which the registrant agrees to furnish supplementally to the Securities and Exchange Commission upon request by the Commission.

EX-10

Exhibit 10.1

EXECUTION VERSION

ASSET PURCHASE AGREEMENT

for the SALE of TELEVISION STATION

WJAR PROVIDENCE, RHODE ISLAND

by and among

MEDIA GENERAL OPERATIONS, INC.

on the one hand,

and

HARRISBURG TELEVISION, INC.

on the other hand

August 20, 2014

TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01	Definitions	1
Section 1.02	Terms Generally	8
ARTICLE II
PURCHASE AND SALE
Section 2.01	Purchase and Sale	8
Section 2.02	Excluded Assets	10
Section 2.03	Assumed Liabilities	11
Section 2.04	Excluded Liabilities	12
Section 2.05	Assignment of Contracts and Rights	13
Section 2.06	Purchase Price	13
Section 2.07	Reserved	13
Section 2.08	Closing	13
Section 2.09	General Proration	15
Section 2.10	Multi-Station Contracts	17
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER
Section 3.01	Seller Existence and Power	18
Section 3.02	Seller Authorization	18
Section 3.03	Governmental Authorization	19
Section 3.04	FCC and Programming Distribution Matters	19
Section 3.05	Taxes	20
Section 3.06	Tangible Personal Property	21
Section 3.07	Real Property	22
Section 3.08	Contracts	23
Section 3.09	Environmental	25
Section 3.10	Intangible Property	25
Section 3.11	Employees; Labor Matters; Employee Benefit Plans	25
Section 3.12	Insurance	28
Section 3.13	Compliance with Law; Permits	28
Section 3.14	Litigation	28
Section 3.15	Financial Statements	28
Section 3.16	No Undisclosed Liabilities	29
Section 3.17	Absence of Changes	29
Section 3.18	No Brokers	29
Section 3.19	Related Party Transactions	29
Section 3.20	All Assets	29

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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER
Section 4.01	Existence and Power	30
Section 4.02	Corporate Authorization	30
Section 4.03	Governmental Authorization	30
Section 4.04	Noncontravention	30
Section 4.05	Absence of Litigation	31
Section 4.06	Qualifications	31
Section 4.07	Brokers	31
Section 4.08	Financing	31
Section 4.09	Projections and Other Information	31
Section 4.10	Solvency	32
ARTICLE V
COVENANTS OF SELLER
Section 5.01	Operations Pending Closing	32
Section 5.02	No Negotiation	35
Section 5.03	No-Hire	36
Section 5.04	Interim Reports	36
ARTICLE VI
COVENANTS OF BUYER
Section 6.01	Access to Information	36
Section 6.02	Accounts Receivable	37
Section 6.03	Termination of Rights to the Names and Marks	38
Section 6.04	Insurance Policies	38
Section 6.05	Title Commitments; Surveys	39
Section 6.06	No-Hire	39
ARTICLE VII
JOINT COVENANTS
Section 7.01	Commercially Reasonable Efforts; Further Assurances	39
Section 7.02	Confidentiality	41
Section 7.03	Certain Filings; Further Actions	41
Section 7.04	Control Prior to Closing	41
Section 7.05	Public Announcements	41
Section 7.06	Notices of Certain Events	41
Section 7.07	Retention of Records; Post-Closing Access to Records	42
Section 7.08	Cooperation in Litigation	43
Section 7.09	Financial Statement Assistance	43

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ARTICLE VIII
EMPLOYEE MATTERS
Section 8.01	Employment	44
Section 8.02	Savings Plan	44
Section 8.03	Employee Welfare Plans	45
Section 8.04	Vacation	45
Section 8.05	Sick Leave	45
Section 8.06	No Further Rights	45
Section 8.07	Flexible Spending Plan	46
Section 8.08	Payroll Matters	46
Section 8.09	WARN Act	47
ARTICLE IX
TAX MATTERS
Section 9.01	Bulk Sales	47
Section 9.02	Transfer Taxes	47
Section 9.03	FIRPTA Certificate	48
Section 9.04	Taxpayer Identification Numbers	48
Section 9.05	Taxes and Tax Returns	48
Section 9.06	Purchase Price Allocation	48
ARTICLE X
CONDITIONS TO CLOSING
Section 10.01	Conditions to Obligations of Buyer and Seller	49
Section 10.02	Conditions to Obligations of Seller	49
Section 10.03	Conditions to Obligations of Buyer	50
ARTICLE XI
TERMINATION
Section 11.01	Termination	51
Section 11.02	Notice of Breach	53
Section 11.03	Effect of Termination	53
ARTICLE XII
SURVIVAL; INDEMNIFICATION
Section 12.01	Survival	53
Section 12.02	Indemnification by Buyer	54
Section 12.03	Indemnification by Seller	54
Section 12.04	Notification of Claims	55
Section 12.05	Net Losses; Subrogation; Mitigation	56
Section 12.06	Computation of Indemnifiable Losses	57
Section 12.07	Exclusive Remedies	57

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ARTICLE XIII
GENERAL PROVISIONS
Section 13.01	Expenses	57
Section 13.02	Notices	57
Section 13.03	Headings	58
Section 13.04	Severability	58
Section 13.05	Entire Agreement	58
Section 13.06	Successors and Assigns	59
Section 13.07	No Recourse	59
Section 13.08	No Third-Party Beneficiaries	59
Section 13.09	Amendments and Waivers	60
Section 13.10	Governing Law; Jurisdiction	60
Section 13.11	Specific Performance	60
Section 13.12	WAIVER OF JURY TRIAL	61
Section 13.13	Counterparts	61
Section 13.14	No Presumption	61
Section 13.15	Disclosure Schedules	61
Exhibit A-1	Form of Bill of Sale
Exhibit A-2	Form of Assignment and Assumption of FCC Licenses
Exhibit A-3	Form of Assignment of Intangible Property
Exhibit A-4	Form of Assignment and Assumption Agreement
Exhibit A-5	Form of Assignment and Assumption of Real Property Leases
Exhibit A-6	Form of Transition Services Agreement

iv 

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this “Agreement) dated as of August 20, 2014 is by and among Media General, Inc., a Virginia corporation (the “Seller”), and Harrisburg Television, Inc., a Pennsylvania corporation (“Buyer).

RECITALS

WHEREAS, on the date of this Agreement, the Seller directly or indirectly owns and operates the television broadcast station WJAR Providence, Rhode Island (the “Station”), pursuant to certain authorizations issued by the Federal Communications Commission (the “FCC”);

WHEREAS, the Seller is party to that certain Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of March 21, 2014, by and among MEG, Mercury New Holdco, Inc. (“MEG Holdco”), Mercury Merger Sub 1, Inc., a Virginia corporation and a wholly-owned subsidiary of MEG Holdco, Mercury Merger Sub 2, LLC, a Delaware limited liability company and a wholly-owned subsidiary of MEG Holdco, and LIN Media LLC (“LIN”), pursuant to which MEG and LIN and their respective direct and indirect Subsidiaries will become direct and/or indirect Subsidiaries of MEG Holdco;

WHEREAS, Buyer or its Affiliate and Seller or its Affiliate have entered into purchase agreements (each an “Other Purchase Agreement”) relating to the television stations WLUK-TV, WCWF-TV, KXRM-TV and KXTU-LD, WTTA-TV and WTGS-TV;

WHEREAS, following the closing (the “Merger Closing”) of the transaction contemplated by the Merger Agreement (the “Merger Transaction”), pursuant to the terms and subject to the conditions set forth in this Agreement, the Seller desires to, or cause its Affiliates to, sell and transfer to Buyer, and Buyer desires to purchase and assume from the Seller, certain of the assets used in the operation of the Station and certain of the liabilities related thereto; and

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth in this Agreement, Buyer and the Seller hereby agree as follows:

ARTICLE I
DEFINITIONS

Section 1.01     Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Accounting Firm” means (a) an independent certified public accounting firm in the United States of national recognition mutually acceptable to the Seller and Buyer or (b) if the Seller and Buyer are unable to agree upon such a firm, then the regular independent auditors for the Seller and Buyer shall mutually agree upon a third independent certified public accounting firm, in which event, “Accounting Firm” shall mean such third firm.

“Accounts Receivable” means all accounts receivable (other than accounts receivable relating to Tradeout Agreements or film and program barter agreements), and all rights to receive payments under any notes, bonds and other evidences of indebtedness and all other rights to receive payments, arising out of sales occurring in the operation of the Station prior to the Effective Time for services performed (e.g., the actual broadcast of commercials sold) or delivered by the Station prior to the Effective Time.

“Action” means, any legal or administrative claim, suit, action, complaint, charge, arbitration or other proceeding by or before any Governmental Authority.

“Affiliate” means, with respect to a specified Person, any Person or member of a group of Persons acting together that, directly or indirectly, through one or more intermediaries, controls, or is controlled by or is under common control with, the specified Person. As used in this definition, the term “control” (including the terms “controlling,” “controlled by” and “under common control with”) shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Ancillary Agreements” means any certificate, agreement, document or other instrument to be executed and delivered in connection with the transactions contemplated by this Agreement.

“Antitrust Laws” means the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other federal, state and foreign, if any, Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

“ASCAP” means the American Society of Composers, Authors and Publishers.

“Balance Sheet Date” means June 30, 2014.

“Bargaining Agreement” means the collective bargaining agreements set forth on Schedule 3.11(a).

“BMI” means Broadcast Music, Inc.

“Business” shall mean the business and operation of the Station.

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed (or actually closed) in the City of New York.

“Cash and Cash Equivalents” means those items which would be required by GAAP to be included as “cash” or “cash equivalents” on a consolidated balance sheet of the Seller as of the Effective Time.

“Code” means the Internal Revenue Code of 1986, as amended.

“Communications Act” means, collectively, the Communications Act of 1934, as amended, the Telecommunications Act of 1996, and the Children’s Television Act of 1990 (including FCC Rules and any other rules and regulations promulgated under each of the foregoing), in each case, as in effect from time to time.

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“Confidentiality Agreement” means the non-disclosure agreement between Media General, Inc. and Sinclair Television Group, Inc., dated as of April 24, 2014.

“Contracts” means contracts, agreements, leases, non-governmental licenses, sales and purchase orders and other agreements (including Real Property Leases, Revenue Leases and employment agreements), written or oral (including any amendments or modifications thereto).

“Copyrights” means all copyrights and copyright applications and registrations therefor owned by the Seller or its Affiliates and used primarily in connection with the Business.

“Effective Time” means 12:01 a.m., New York City time, on the Closing Date.

“Employee(s)” means, individually or collectively, the full-time, part-time and per diem persons employed by the Seller or any of its Affiliates immediately prior to the Closing who are then engaged in the operation of the Station, including those listed on Schedule 3.11(b) , other than Excluded Employees.

“Environmental Laws” means any Law in effect on the date of this Agreement whether local, state, or federal relating to: (a) Releases or threatened Releases of Hazardous Materials into the environment; (b) the use, treatment, storage, disposal, handling, discharging or shipment of Hazardous Material; (c) the regulation of storage tanks; or (d) otherwise relating to pollution or protection of human health, occupational safety and the environment.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Estimated Adjustment” means, with respect to the Estimated Settlement Statement, an amount equal to the Buyer Prorated Amount minus the Seller Prorated Amount, which amount shall be expressed as a positive or negative number.

“Excluded Employee(s)” means, any employee of the Seller or its Affiliates whose principal work location is not the Station or whose employment responsibilities relate substantially to the corporate operations of the Seller or Other Seller Stations, in each case as of immediately prior to the Closing, and the employees denoted on Schedule 3.11(b) as “Excluded Employees”.

“FCC” means the Federal Communications Commission.

“FCC Consent” means the FCC’s initial consent to the assignment of each of the FCC Licenses identified on Schedule 3.04(a) from the Seller or its Affiliate to Buyer or its Affiliate.

“FCC Licenses” means the licenses, permits and other authorizations, including any temporary waiver or special temporary authorization and any renewals thereof or any transferable pending application therefor, relating to the Station, issued by the FCC, each of which existing as of the date hereof is identified on Schedule 3.04(a).

3 

“FCC Rules” means the published rules and policies of the FCC.

“Final Adjustment” means, with respect to the Final Settlement Statement, an amount equal to the Buyer Prorated Amount minus the Seller Prorated Amount, which amount shall be expressed as a positive or negative number.

“GAAP” means United States generally accepted accounting principles as in effect on the Balance Sheet Date, consistently applied.

“Governmental Authority” shall mean and include any court or tribunal or administrative, governmental or regulatory body, agency, commission, board, legislature, instrumentality, division, department, public body or other authority of any nation or government or any political subdivision thereof, whether foreign or domestic and whether national, supranational, state or local.

“Governmental Consents” shall collectively mean the FCC Consent and HSR Clearance, if necessary.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Hazardous Material” means hazardous or toxic wastes, chemicals, substances, constituents, pollutants or related material, whether solids, liquids, or gases, defined or regulated under § 101(14) of CERCLA; the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq.; the Safe Drinking Water Act, 42 U.S.C. §§ 300(f) et seq.; the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. §§ 1251 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq.; the Occupational Safety and Health Act of 1970, 29 U.S.C. §§ 651 et seq.; or any similar applicable federal, state or local Environmental Laws.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder.

“Income Taxes” means income, franchise, doing business and similar taxes.

“Indebtedness” means, with regard to any Person, any liability or obligation, whether or not contingent, (a) in respect of borrowed money or evidenced by bonds, monies, debentures, or similar instruments or upon which interest payments are normally made, (b) for the payment of any deferred purchase price of any property, assets or services (including pursuant to capital leases) but excluding trade payables and Program Rights Obligations, (c) guaranties, direct or indirect, in any manner, of all or any part of any Indebtedness of any Person, (d) all obligations under acceptance, standby letters of credit or similar facilities, (e) all matured obligations to purchase, redeem, retire, defease or otherwise make any payment in respect of any membership interests, shares of capital stock or other ownership or profit interest or any warrants, rights or options to acquire such membership interests, shares or such other ownership or profit interest, (f) all accrued interest of all obligations referred to in (a) – (e) and (g) all obligations referred to in (a) – (f) of a third party secured by any Lien on property or assets.

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“Intellectual Property” means all intellectual property rights in or arising from any of the following: call letters, Trademarks, trade names, service marks, patents, inventions, Trade Secrets, know-how, Internet domain names, websites, web content, databases, software programs or applications (including user-applications), Copyrights, programs and programming material, jingles, slogans and logos and all goodwill, if any, associated therewith.

“IRS” means the United States Internal Revenue Service.

“Knowledge of Seller” means the actual personal knowledge of the CEO, CFO and General Counsel (or Person holding a similar position) of Seller and the parent entity of Seller and the general manager or chief engineer (or Person holding a similar position, but not any consultant) of the Station.

“Law” means any United States (federal, state, local) or foreign law, constitution, treaty, statute, ordinance, regulation, rule, code, order, judgment, injunction, writ or decree.

“Lien” means, with respect to any property or asset, any mortgage, lien, pledge, charge, easement, right of way, restrictive covenant, encroachment, security interest or encumbrance of any kind whatsoever, whether voluntarily incurred or arising by operation of Law or otherwise, in respect of such property or asset.

“Market” means the “Designated Market Area,” as determined by The Nielsen Company, of the Station.

“Material Adverse Effect” means any event, state of facts, circumstance, development, change, effect or occurrence (an “Effect”) that, individually or in the aggregate with any other Effect, has had or would reasonably be expected to have a materially adverse effect on (a) the business, properties, assets, financial condition or results of operations of the Station, or (b) the ability of the Seller to perform its obligations under this Agreement, excluding in all respects any Effects resulting from (i) conditions in the economy of the United States generally, including changes in the United States or foreign credit, debt, capital or financial markets (including changes in interest or exchange rates) or the economy of any town, city or region or country in which the Station conducts business, (ii) general changes or developments in the broadcast television industry, (iii)  the execution and delivery of this Agreement, the announcement of this Agreement and the transactions contemplated hereby, the consummation of the transactions contemplated hereby, the compliance with the terms of this Agreement or the taking of any action required by this Agreement or consented to by Buyer, (iv) earthquakes, hurricanes, tornadoes, natural disasters or global, national or regional political conditions, including hostilities, military actions, political instability, acts of terrorism or war or any escalation or material worsening of any such hostilities, military actions, political instability, acts of terrorism or war existing or underway as of the date hereof, (v) any failure, in and of itself, by the Seller, MEG or the Station to meet any internal or published projections, forecasts or revenue or earnings predictions for any period ending on or after the date of this Agreement (provided, however, that the underlying causes of such failure (subject to other provisions of this definition) shall not be excluded, (vi)  any breach by Buyer of its obligations under this Agreement or (vii) changes in Law or GAAP or the interpretation thereof.

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“Multiemployer Plan” means a multiemployer pension plan, within the meaning of Section 4001(a)(3) of ERISA, to which each of the Seller or any of its Affiliates contribute or is required to contribute to, as it relates to the Station, or under which the Seller or any of its Affiliates has or may have any liability or obligation under, on behalf of current or former employees of the Seller or any of its Affiliates, as it relates to the Station.

“Other Seller Stations” means any broadcast station or business unit of the Seller or any of its Affiliates, other than the Station.

“Permitted Liens” means, as to any Station Asset, (a) Liens for Taxes not yet due and payable or which are being contested in good faith by appropriate proceeding and for which appropriate reserves have been established on the books and records of the Seller or any of its Affiliates in accordance with GAAP, (b) the terms and conditions of any Real Property Leases, (c) zoning and similar Laws that are not materially violated by any existing improvement or that do not prohibit the use of the real property covered by any Real Property Lease as currently used in the operation of the Station; (d) any right reserved to any Governmental Authority to regulate the affected property (including restrictions stated in any permits); (e) in the case of any leased Station Asset, (i) the rights of any lessor under the applicable lease agreement or any Lien granted by any lessor, (ii) any statutory Lien for amounts that are not yet due and payable or are being contested in good faith and for which appropriate reserves have been created on the books and records of the Seller or any of its Affiliates in accordance with GAAP, (iii) any subleases, and (iv) the rights of the grantor of any easement or any Lien granted by such grantor on such easement property; (f) easements, rights of way, restrictive covenants and other encumbrances, encroachments or other similar matters affecting title that do not materially adversely affect title to the property subject thereto or materially impair the continued use of the property in the ordinary course of operating the Station as currently operated; (g) inchoate materialmens’, mechanics’, workmen’s, repairmen’s or other like Liens arising in the ordinary course of business for amounts that are not yet due and payable or that are being contested in good faith by appropriate proceedings and for which appropriate reserves have been created on the books and records of the Seller or any of its Affiliates in accordance with GAAP and that are not resulting from any breach, violation or default by the Seller or any of its Affiliates of any Assumed Contract or applicable Law; (h) Liens that will be discharged prior to or simultaneously with the Closing; (i) any state of facts an accurate survey would show, provided same does not render title unmarketable or prevent the Real Property being utilized in substantially the same manner as currently used; and (j) pledges or deposits to secure obligations under workers’ compensation Laws or similar Laws or to secure public or statutory obligations and which pledges or deposits are reflected on the books and records of the Seller or any of its Affiliates to the extent required by GAAP.

“Person” means any natural person, general or limited partnership, corporation, limited liability company, firm, association, trust or other legal entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

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“Post-Closing Tax Period” means any Tax period (or portion thereof) beginning and ending after the Effective Time.

“Pre-Closing Tax Period” means any Tax period (or portion thereof) ending on or prior to the Effective Time.

“Program Rights” means all rights of the Station to broadcast television programs or shows as part of the Station’s programming, including all film and program barter agreements, sports rights agreements, news rights or service agreements, affiliation agreements and syndication agreements.

“Program Rights Obligations” means all obligations in respect of the purchase, use, licenses or acquisition of programs, programming materials, films and similar assets used in the ordinary course of the operation of the Station consistent with past practice which relate to the utilization of the Program Rights.

“Release” means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into the environment (including ambient air, surface water, groundwater, land surface or subsurface strata) or within any building, structure, facility or fixture.

“Revenue Leases” means those leases, subleases, licenses or other occupancy agreements used in the operation of the Station (including any and all assignments, amendments and other modifications of such leases, subleases, licenses and other occupancy agreements), pertaining to the use or occupancy of the Owned Real Property or Leased Real Property (including but not limited to towers or space on towers) where the Seller or any of its Affiliates holds an interest as landlord, licensor, sublandlord or sublicensor.

“SESAC” means SESAC, Inc.

“Subsidiary” means, with respect to any Person who is not a natural person, any corporation, limited liability company, partnership, association, trust or other entity of which securities or other ownership interests representing fifty percent (50%) or more of the equity or fifty percent (50%) or more of the ordinary voting power (or, in the case of a limited partnership, fifty percent (50%) or more of the general partnership interests) are, as of such date, owned by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.

“Tax” or “Taxes” means all federal, state, local or foreign income, excise, gross receipts, ad valorem, sales, use, employment, franchise, profits, gains, property, transfer, payroll, intangible or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding) imposed by a Governmental Authority, together with any interest and any penalties, additions to tax or additional amounts imposed with respect thereto.

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“Tax Returns” means all returns and reports (including elections, declarations, disclosures, schedules, estimates and information returns) required to be supplied to a Tax authority relating to Taxes.

“Trade Secrets” mean all proprietary information of the Seller or any of its Affiliates that is not generally known and is used primarily in the Business, as to which reasonable efforts have been made to prevent unauthorized disclosure, and which provides a competitive advantage to those who know or use it.

“Trademarks” shall mean all trade names, trademarks, service marks, trade dress, jingles, slogans, logos, other source or business identifiers, trademark and service mark registrations and trademark and service mark applications owned by the Seller or any of its Affiliates and used primarily in the Business, including those set forth on Schedule 3.10, and the goodwill appurtenant thereto.

“Tradeout Agreement” means any Contract, other than film and program barter agreements, pursuant to which the Seller any of its Affiliates has agreed to sell or trade commercial air time or commercial production services of the Station in consideration for any property or service in lieu of or in addition to cash.

“Transfer Taxes” means all excise, sales, use, value added, registration stamp, recording, documentary, conveying, franchise, property, transfer, gains and similar Taxes, levies, charges and fees.

 1.02     Terms Generally. (a) Words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires, (b) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including the Schedules and exhibits hereto) and not to any particular provision of this Agreement unless the context expressly conveys otherwise, (c) the word “including” and words of similar import when used in this Agreement means “including, without limitation,” unless otherwise specified, and (d) the conjunctive shall include the disjunctive and vice versa.

ARTICLE II
PURCHASE AND SALE

 2.01     Purchase and Sale. Pursuant to the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from the Seller and the Seller agrees to sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer at the Closing, free of all Liens other than Permitted Liens, all of the right, title and interest of the Seller and its Affiliates in, to and under all of the assets, Contracts and properties, whether tangible or intangible, other than the Excluded Assets, in each case as and to the extent located at the Station or used primarily in the operation of the Station, including the following assets, Contracts and properties, as the same shall exist on the date of this Agreement and not disposed of in accordance with Section 5.01 and all similar assets, Contracts and properties acquired by the Seller or its Affiliates between the date hereof and the Closing to the extent located at or used primarily in the operation of the Station (collectively, the “Station Assets”):

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(a)     All Owned Real Property and Real Property Leases;

(b)     all Tangible Personal Property;

(c)     all rights under all Contracts used in the operation of the Station to which the Seller or any of its Affiliates is a party that (i) are listed on Schedule 3.08(a), (ii) are not required by the terms thereof to be listed on Schedule 3.08(a) to the extent used in connection with the operation of the Station, (iii) may result from the television broadcasting industry-wide negotiations with SESAC, ASCAP and BMI, (iv) are referenced in other subsections to this Section 2.01 or the corresponding Section in the Schedules, or (v) are entered into after the date hereof by the Seller or any of its Affiliates pursuant to the terms and subject to the conditions of Section 5.01 to the extent used in connection with the operation of the Station (collectively, the “Assumed Contracts”) with the understanding that Assumed Contracts shall in no event include Excluded Contracts;

(d)     all prepaid expenses and deposits (other than prepaid Income Taxes) to the extent that the Seller receives an appropriate credit in the Buyer Prorated Amount;

(e)     all of the rights, claims, credits, causes of action or rights of set-off of the Seller or any of its Affiliates against third parties relating to the Station Assets, including unliquidated rights under manufacturers’ and vendors’ warranties, in each case only to the extent Buyer or any of its Affiliates incurs Losses relating thereto and occurring after the Effective Time;

(f)     all Intangible Property;

(g)     all Internet web sites and related agreements, content and databases and domain name registrations used primarily in the operation of the Station, as set forth on Schedule 3.10;

(h)     the FCC Licenses, along with all material transferable municipal, state and federal franchises, licenses, permits, franchises, certificates, approvals and other authorizations issued by any Governmental Authority other than the FCC used primarily in the operation of the Station (collectively, the “Permits”);

(i)     all prepayments under advertising sales contracts for committed air time for advertising on the Station that has not been aired prior to the Closing Date;

(j)     to the extent relating exclusively to the operation of the Station, all information and data, sales and business records, books of account, files, invoices, inventory records, general financial, accounting and real and personal property and sales and use Tax records (but excluding all other Tax records), personnel and employment records for Transferred Employees (to the extent permitted by Law) and all engineering information, sales and promotional literature, manuals and data, sales and purchase correspondence, lists of present and former suppliers and lists of present and former customers, quality control records and manuals, blueprints, litigation and regulatory files, and all other books, documents and records (including, without limitation, all electronic data relating to the Station, including current and historical electronic data relating to the Station’s traffic and historical financial information wherever that information is located);

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(k)     to the extent relating primarily to the operation of the Station, all management and other systems (including computers and peripheral equipment), databases, computer software, computer disks and similar assets, and all licenses and rights in relation thereto; and

(l)     all other items listed on Schedule 2.01(l).

 2.02     Excluded Assets. The following assets and properties of the Seller and its Affiliates (the “Excluded Assets”) shall not be acquired by Buyer and are excluded from the Station Assets:

(a)     all of the Cash and Cash Equivalents of the Seller or any of its Affiliates;

(b)     all bank and other depository accounts of the Seller or any of its Affiliates;

(c)     insurance policies relating to the Station, and all claims, credits, causes of Action or rights, including rights to insurance proceeds, thereunder;

(d)     all interest in and to refunds of Taxes relating to Pre-Closing Tax Periods or the other Excluded Assets;

(e)     any cause of action or claim relating to any event or occurrence prior to the Effective Time (other than as specified in Schedule 2.02(e));

(f)     all Accounts Receivable;

(g)     intercompany accounts receivable and intercompany accounts payable of the Seller and its Affiliates;

(h)     all (i) books, records, files and papers, whether in hard copy or computer format, relating to the preparation of this Agreement or the transactions contemplated hereby, (ii) all minute books and company records of the Seller or any of its Affiliates and (iii) duplicate copies of records of the Station;

(i)     all rights of Seller arising under this Agreement, the Ancillary Agreements or the transactions contemplated hereby and thereby;

(j)     any Station Asset sold or otherwise disposed of prior to Closing as permitted hereunder;

(k)     Contracts that are not Assumed Contracts including, but not limited to, Contracts identified on Schedule 2.02(k) (collectively, the “Excluded Contracts”);

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(l)     other than as specifically set forth in Article VIII, any Employee Plan and any assets of any Employee Plan sponsored by the Seller or any of its Affiliates;

(m)     all Tax records, other than real and personal property and sales and use Tax records;

(n)     those assets which are listed on Schedule 2.02(n);

(o)     all of the Seller’s rights, title and interest in and to (i) the Seller’s name, service names and trade names (including, without limitation, the name[s] [“Media General” or “LIN Media”/ “Sinclair Broadcast Group”]), (ii) all URLs and internet domain names consisting of or containing any of the foregoing; and (iii) any variations or derivations of, or marks confusingly similar to, any of the foregoing;

(p)     all real and personal, tangible and intangible assets of the Seller and its Affiliates that are used in connection with the operation of the Station but are neither located at nor used primarily with respect to the Station;

(q)     any rights under any non-transferable shrink-wrapped or click-wrapped licenses of computer software and any other non-transferable licenses of computer software used in the operation of the Station;

(r)     all capital stock or other equity securities of the Seller or Subsidiaries of the Seller or any of its Affiliates and all other equity interests in any entity that are owned beneficially or of record by the Seller or its Affiliates; and

(s)     all other assets of the Seller or any of its Affiliates to the extent not used primarily in the operation of the Station, including any assets of the Seller used in the operations of Other Seller Stations.

 2.03     Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Buyer will assume, pay and perform only the following liabilities of the Seller or its Affiliates (the “Assumed Liabilities”):

(a)     the liabilities and obligations arising with, or relating to, the operation of the Station, including the owning or holding of the Station Assets, on and after the Effective Time; and

(b)     any liability or obligation to the extent of the amount of credit received by Buyer under Section 2.09(a) with respect thereto; and

(c)     all liabilities and obligations relating to the Business or the Station Assets arising out of Environmental Laws, whether or not presently existing, except for liabilities and obligations that are required to be disclosed on Schedule 3.09, but which are not so disclosed;

(d)     all liabilities with respect to Transferred Employees and Employee Plans, in each case which are expressly assumed under Article VIII.

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 2.04     Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller or any of its Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller or its Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement:

(a)     any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a);

(b)     any liability or obligation for which the Seller or any of its Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received;

(c)     the liability related to the Indebtedness of the Seller or any of its Affiliates, including, without limitation, as set forth on Schedule 2.04(c);

(d)     any liability or obligation relating to or arising out of any of the Excluded Assets;

(e)     any liability with respect to Excluded Employees and Employees who are not Transferred Employees;

(f)     any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05;

(g)     any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date;

(h)     the liabilities and obligations arising or with respect to the operation of the Station, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder);

(i)     any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time;

(j)     any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and

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(k)     any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreements.

 2.05     Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Station Asset or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Station Asset or in any way adversely affect the rights of Buyer or the Seller or any of their respective Affiliates thereunder. The Seller and Buyer shall use their commercially reasonable efforts to obtain such consents after the execution of this Agreement until each such consent is obtained. If any such consent is not obtained prior to the Closing Date, the Seller and Buyer shall use their commercially reasonable efforts to obtain such consent as soon as possible after the Closing Date. The Seller and Buyer will cooperate in a mutually-agreeable arrangement under which Buyer will obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, occupancy and use agreements or sub-leasing to Buyer or its Affiliates and enforcement by the Seller for the benefit of Buyer or its Affiliates, as applicable, of any and all rights of the Seller and its Affiliates against a third party thereto. Notwithstanding the foregoing, none of the Seller, Buyer or any of their respective Affiliates shall be required to pay consideration to any third party to obtain any consent.

 2.06     Purchase Price. In consideration for the sale of the Station Assets, Buyer shall, at the Closing, in addition to assuming the Assumed Liabilities, pay to the Seller the sum of $120 million (the “Purchase Price”), by wire transfer of immediately available federal funds pursuant to wire instructions that the Seller shall provide to Buyer.

 2.07     Reserved.

 2.08     Closing.

(a)     The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at a location agreed upon by Buyer and the Seller on a date which shall not be later than the fifth (5th) Business Day following the satisfaction or waiver of all of the closing conditions set forth in Article X hereof (other than those required to be satisfied at Closing, but subject to the satisfaction or waiver of such conditions at Closing) (such date, the “Closing Date”).

(b)     Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following closing transactions at the Closing:

(i)     Buyer shall deliver to the Seller:

(1)     the certificate described in Section 10.02(a);

(2)     the documents described in Section 10.02(d);

(3)     the cash Purchase Price in accordance with Section 2.06 by wire transfer of immediately available federal funds; and

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(4)     such other documents and instruments as the Seller reasonably determines to be necessary to sell the Station Assets and for Buyer to assume the Assumed Liabilities.

(ii)     The Seller shall deliver, or cause to be delivered, to Buyer:

(1)     the certificate described in Section 10.03(a);

(2)     the documents described in Section 10.03(d);

(3)     a duly executed Bill of Sale, substantially in the form of Exhibit A-1 annexed hereto;

(4)     a duly executed special warranty deed for each Owned Real Property from the Seller or its Affiliate;

(5)     such other documents and instruments as Buyer reasonably determines to be necessary for it acquire the Station Assets and assume the Assumed Liabilities.

(iii)     The Seller and Buyer shall execute and deliver to each other:

(1)     a duly executed Assignment and Assumption of FCC Licenses, substantially in the form of Exhibit A-2 annexed hereto;

(2)     a duly executed Assignment and Assumption of Intangible Property, substantially in the form of Exhibit A-3 annexed hereto, if any owned and registered Intangible Property is included in the Station Assets;

(3)     a duly executed Assignment and Assumption Agreement, substantially in the form of Exhibit A-4 annexed hereto;

(4)     a duly executed Assignment and Assumption Agreement for the Real Property Leases, substantially in the form of Exhibit A-5 annexed hereto, or, in the event that necessary consents to assignment have not been obtained prior to the Closing, appropriate subleases, occupancy or use agreements pursuant to Section 2.05 hereof;

(5)     a duly executed Transition Services Agreement, substantially in the form of Exhibit A-6 annexed hereto; and

(6)     such other documents as set forth in Section 10.02 and Section 10.03.

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 2.09     General Proration.

(a)     All Station Assets that would be classified as current assets in accordance with GAAP, and all Assumed Liabilities that would be classified as current liabilities in accordance with GAAP, shall be prorated between Buyer and the Seller as of the Effective Time, including by taking into account the elapsed time or consumption of an asset during the month in which the Effective Time occurs (respectively, the “Prorated Station Assets” and the “Prorated Assumed Liabilities”). Such Prorated Station Assets and Prorated Assumed Liabilities relating to the period prior to the Effective Time shall be for the account of the Seller and those relating to the period on and after the Effective Time for the account of Buyer and shall be prorated accordingly. In accordance with this Section 2.09, (i) Buyer shall be required to pay to the Seller the amount of any Prorated Station Asset previously paid for by the Seller, to the extent Buyer will receive a current benefit on and after the Effective Time with the understanding that such amount should not have been recognized as an expense in accordance with GAAP prior to the Effective Time (the “Buyer Prorated Amount”); and (ii) the Seller shall be required to pay to Buyer the amount of any Prorated Assumed Liabilities to the extent they arise with respect to the operation of the Station prior to the Effective Time and are not assumed or paid for by the Seller (the “Seller Prorated Amount”). Such payment by Buyer or the Seller, as the case may be, shall be made within ten (10) Business Days after the Final Settlement Statement becomes final and binding upon the parties.

(b)     The prorations contemplated by this section shall include all FCC regulatory fees, utility expenses, liabilities and obligations under Contracts (including all Contracts relating to Program Rights), rents and similar prepaid and deferred items, reimbursable expenses and all other expenses and obligations, such as deferred revenue and prepayments and sales commissions, attributable to the ownership and holding of the Station Assets or the operation of the Station that straddles the period before and after the Effective Time. Notwithstanding anything in this Section 2.09, (i) there shall be no proration with respect to Tradeout Agreements for the sale of time for goods or services assumed by Buyer, and (ii) proration with respect to Taxes shall be governed exclusively by Section 9.05.

(c)     Thirty percent of accrued vacation and personal time for Transferred Employees that is assumed by Buyer and actually granted to Transferred Employees shall be included as a credit to Buyer in the prorations. There shall be no proration for sick leave.

(d)     At least three (3) Business Days prior to the Closing Date, the Seller shall provide Buyer with a good faith estimate of the prorations contemplated by this Section 2.09 (the “Estimated Settlement Statement”). Any payment required to be made by either party pursuant to such preliminary estimate shall be made by the appropriate party at the Closing in accordance therewith. The Seller will afford Buyer reasonable access to all records and work papers used in preparing the Estimated Settlement Statement, and Buyer shall notify the Seller of any good faith disagreement with such calculation within two (2) Business Days of receiving the Estimated Settlement Statement. At the Closing, (i) Buyer shall be required to pay to the Seller the amount equal to the Estimated Adjustment if the Estimated Adjustment is a positive number or (ii) the Seller shall be required to pay to Buyer the amount equal to the absolute value of the Estimated Adjustment if the Estimated Adjustment is a negative number.

(e)     Within ninety (90) days after the Closing Date, Buyer shall prepare and deliver to the Seller a proposed proration of assets and liabilities in the manner described in this Section 2.09 (the “Settlement Statement”) setting forth the Seller Prorated Amount and the Buyer Prorated Amount, together with a schedule setting forth, in reasonable detail, the components thereof.

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(f)     The Seller shall provide reasonable access to such employees, books, records, financial statements, and its independent auditors as Buyer reasonably believes is necessary or desirable in connection with its preparation of the Settlement Statement.

(g)     During the sixty (60)-day period following the receipt of the Settlement Statement, the Seller and its independent auditors shall be permitted to review and make copies reasonably required of (i) the financial statements relating to the Settlement Statement, (ii) the working papers relating to the Settlement Statement, (iii) the books and records relating to the Settlement Statement, and (iv) any supporting schedules, analyses and other documentation relating to the Settlement Statement.

(h)     The Settlement Statement shall become final and binding upon the parties (and thereby deemed to be the “Final Settlement Statement”) on the 120^th day following delivery thereof, unless the Seller gives written notice of its disagreement with the Settlement Statement (the “Notice of Disagreement”) to Buyer prior to such date. The Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If a Notice of Disagreement is given to Buyer within such 120-day period, then the Settlement Statement (as revised in accordance with clause (i) or (ii) below) shall become the Final Settlement Statement on the earlier of (i) the date Buyer and Seller resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm as provided herein.

(i)     Within ten (10) Business Days after the Settlement Statement becomes the Final Settlement Statement, (i) Buyer shall be required to pay to the Seller the amount, if any, by which the Final Adjustment is higher than the Estimated Adjustment or (ii) the Seller shall be required to pay to Buyer the amount, if any, by which the Estimated Adjustment is higher than the Final Adjustment, as the case may be. All payments made pursuant to this Section 2.09(i) must be made via wire transfer in immediately available funds to an account designated by the recipient party, together with interest thereon at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the Effective Time to the date of actual payment.

(j)     Notwithstanding the foregoing, in the event that the Seller delivers a Notice of Disagreement, the Seller or Buyer, as applicable, shall within ten (10) Business Days of the receipt of the Notice of Disagreement make payment to the other by wire transfer in immediately available funds of such undisputed amount owed by the Seller or Buyer to the other, as the case may be, together with interest thereon, calculated as described above.

(k)     During the thirty (30)-day period following the delivery of a Notice of Disagreement to Buyer that complies with the preceding paragraphs, Buyer and the Seller shall seek in good faith to resolve in writing any differences they may have with respect to the matters specified in the Notice of Disagreement. During such period (i) Buyer and its independent auditors, at Buyer’s sole cost and expense, shall be, and the Seller and its independent auditors, at Seller’s sole cost and expense, shall be, in each case permitted to review and make copies reasonably required of (w) the financial statements reflecting the operation of the Station, in the case of Buyer, and Buyer, in the case of the Seller, relating to the Notice of Disagreement, (x) the working papers of the Seller, in the case of Buyer, and Buyer, in the case of the Seller, and such other party’s auditors, if any, relating to the Notice of Disagreement, (y) the books and records of the Seller, in the case of Buyer, and Buyer, in the case of the Seller, relating to the Notice of Disagreement, and (z) any supporting schedules, analyses and documentation relating to the Notice of Disagreement; and (ii) the Seller, in the case of Buyer, and Buyer, in the case of the Seller, shall provide reasonable access, upon reasonable advance notice and during normal business hours, to such employees of such other party and such other party’s independent auditors, as such first party reasonably believes is necessary or desirable in connection with its review of the Notice of Disagreement.

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(l)     If, at the end of such thirty (30)-day period, Buyer and the Seller have not resolved such differences, Buyer and the Seller shall submit to the Accounting Firm for review and resolution any and all matters that remain in dispute and that were properly included in the Notice of Disagreement. Within sixty (60) days after selection of the Accounting Firm, Buyer and the Seller shall submit their respective positions to the Accounting Firm, in writing, together with any other materials relied upon in support of their respective positions. Buyer and the Seller shall use commercially reasonable efforts to cause the Accounting Firm to render a decision resolving the matters in dispute within thirty (30) days following the submission of such materials to the Accounting Firm. The determination of the Accounting Firm shall be final and binding on the parties and enforceable in any court of competent jurisdiction. Except as specified in the following sentence, the cost of any arbitration (including the fees and expenses of the Accounting Firm) pursuant to this Section 2.09 shall be borne by Buyer and the Seller in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportional allocations shall also be determined by the Accounting Firm at the time it renders its determination. The fees and expenses (if any) of Buyer’s independent auditors and attorneys incurred in connection with the review of the Notice of Disagreement shall be borne by Buyer, and the fees and expenses (if any) of the Seller’s independent auditors and attorneys incurred in connection with their review of the Settlement Statement shall be borne by the Seller.

 2.10     Multi-Station Contracts. In the event that one or more Other Seller Stations is party to, or has rights or obligations with respect to, an Assumed Contract (a “Multi-Station Contract”), the rights and obligations under such Multi-Station Contract that are assigned to and assumed by Buyer (and included in the Station Assets and Assumed Liabilities, as the case may be) shall include only those rights and obligations under such Multi-Station Contract that are applicable to the Station. The rights of each Other Seller Station with respect to such Contract and the obligations of each Other Seller Station to such Contract shall not be assigned to and assumed by Buyer (and shall be Excluded Assets and Excluded Liabilities, as applicable). For purposes of determining the scope of the rights and obligations of the Multi-Station Contracts, the rights and obligations under each Multi-Station Contract shall be equitably allocated among (1) the Station, on the one hand, and (2) the Other Seller Stations, on the other hand, in accordance with the following equitable allocation principles:

(a)     any allocation set forth in the Multi-Station Contract shall control;

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(b)     if there is no allocation in the Multi-Station Contract as described in clause (a) hereof, then any reasonable allocation previously made by the Seller or its Affiliates in the ordinary course of business and disclosed on Schedule 2.10(b) shall control;

(c)     if there is no reasonable allocation as described in clause (b) hereof, then the quantifiable proportionate benefits and obligations to be received and performed, as the case may be, by the Seller and Buyer and their respective Affiliates after the Effective Time (to be determined by mutual good faith agreement of the Seller and Buyer) shall control; and

(d)     if there are no quantifiable proportionate benefits and obligations as described in clause (c) hereof, then reasonable accommodation (to be determined by mutual good faith agreement of the Seller and Buyer) shall control.

(e)     Subject to any applicable third-party Consents, such allocation and assignment with respect to any Multi-Station Contract shall be effectuated, at the election of the Seller, by termination of such Multi-Station Contract in its entirety with respect to the Station and the execution of new contracts with respect to the Station or by an assignment to and assumption by Buyer of the related rights and obligations under such Multi-Station Contract. The parties shall use commercially reasonable efforts to obtain any such new contracts or assignments to, and assumptions by, Buyer in accordance with this Section 2.10 and Section 2.05; provided, that, completion of documentation of any such allocation under this Section 2.10 is not a condition to Closing unless such Multi-Station Contract is listed on and disclosed on Schedule 10.03(e).

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER

The Seller represents and warrants to Buyer as follows:

 3.01     Seller Existence and Power. The Seller is duly organized, validly existing and in good standing under the laws of the state of its organization. The Seller is qualified to do business and is in good standing in each jurisdiction where such qualification is necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. The Seller has the requisite power and authority to own and hold the Station Assets and to operate the Station as currently operated.

Section 3.02     Seller Authorization.

(a)     The execution and delivery by the Seller of this Agreement and the Ancillary Agreements (to which the Seller is or will be a party), the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby are within the Seller’s organizational powers and have been duly authorized and approved by all requisite organizational action by the Seller, and no other organizational action on the part of the Seller is necessary to authorize and approve the execution, delivery and performance by the Seller of this Agreement and the Ancillary Agreements (to which the Seller is or will be a party) and the consummation by the Seller of the transactions contemplated hereby and thereby.

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(b)     This Agreement has been, and the Ancillary Agreements (to which the Seller is or will be a party) will be, duly executed and delivered by the Seller. This Agreement (assuming due authorization, execution and delivery by Buyer) constitutes, and each Ancillary Agreement (to which Seller is or will be a party) will constitute when executed and delivered by a the Seller, the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity).

 3.03     Governmental Authorization. The execution, delivery and performance by the Seller of this Agreement and each Ancillary Agreement (to which the Seller is or will be a party) and the consummation of the transactions contemplated hereby and thereby require no material action by or in respect of, or filing with or notification to, any Governmental Authority other than (a) the FCC Consent and DOJ approval to the Merger Transaction and (b) the Governmental Consents.

 3.04     FCC and Programming Distribution Matters

(a)     Schedule 3.04(a) sets forth a true and complete list of the FCC Licenses and the holders thereof, which FCC Licenses constitute all of the FCC Licenses of the Station. The FCC Licenses are in full force and effect and have not been revoked, suspended, canceled, rescinded or terminated, and have not expired. Except as set forth on Schedule 3.04(a), the FCC Licenses (i) have been issued for the full terms customarily issued by the FCC for each class of station and (ii) are not subject to any condition, except for those conditions appearing on the face of the FCC Licenses and conditions generally applicable to each class of station.

(b)     The Station has been operated in compliance with the Communications Laws and the FCC Licenses in all material respects and has paid or caused to be paid all FCC regulatory fees due in respect of the Station. All material registrations and reports required to have been filed with the FCC relating to the FCC Licenses have been filed and the construction of all facilities or changes contemplated by any of the FCC Licenses or construction Permits issued to modify the FCC Licenses have been completed. There is not pending, nor, to the Knowledge of Seller, threatened, any action by or before the FCC to revoke, suspend, cancel, rescind or materially adversely modify any of the FCC Licenses (other than proceedings to amend FCC rules of general applicability), nor is there issued or outstanding, by or before the FCC, any order to show cause, notice of violation, notice of apparent liability, or order of forfeiture against the Station, or the Seller or any of its Affiliates with respect to the Station that would reasonably be expected to result in any such action. Except as set forth on Schedule 3.04(b) and other than proceedings affecting broadcast stations generally, there are no material applications, petitions, proceedings or other material actions or complaints pending or, to the Knowledge of Seller, threatened before the FCC relating to the Station. Except as set forth on Schedule 3.04(b) and except for tolling agreements that may be entered into pursuant to the Merger Transaction or Section 7.01(b), the Seller has not (i) entered into a tolling agreement or otherwise waived any statute of limitations relating to the Station during which the FCC may assess any fine or forfeiture or take any other action or (ii) agreed to any extension of time with respect to any FCC investigation or proceeding.

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(c)     Except as set forth on Schedule 3.04(c), the Seller is qualified under the Communications Laws to transfer, or cause to be transferred, the FCC Licenses to Buyer. Except as set forth on Schedule 3.04(c), to the Knowledge of Seller, there are no facts or circumstances relating to the Station or the Seller that would reasonably be expected to (i) result in the FCC’s refusal to grant the FCC Consent, (ii) materially delay the receipt of the FCC Consent. The Seller has no reason to believe that the FCC Applications might be challenged or might not be granted by the FCC in the ordinary course due to any fact or circumstance relating to the Seller, the Business or the FCC Licenses.

(d)     The Seller is not, with respect to the Station, a party to any local marketing agreement, time brokerage agreement, joint sales agreement or other similar agreement (collectively, a “Sharing Agreement”).

(e)     Schedule 3.04(e) contains, as of the date hereof, (i) a list of all retransmission consent agreements or any other carriage agreement, with multi-channel video programming distributors, including cable systems, telephone companies and direct broadcast satellite systems (together, “MVPDs”) with more than 10,000 subscribers with respect to the Station, and (ii) a list of the MVPDs that, to the Knowledge of Seller, carry the Station and have more than 10,000 subscribers with respect to the Station outside the Station’s Market. Seller is a party to retransmission consent agreements with respect to each MVPD with more than 10,000 subscribers in the Station’s Market. To the Knowledge of Seller, since October 1, 2011 and until the date hereof, except as set forth on Schedule 3.04(e), (x) no headend with more than 10,000 subscribers covered by an MVPD in the Station’s Market has provided written notice to the Seller of any material signal quality issue or has failed to respond to a request for carriage or, to the Knowledge of Seller, sought any form of relief from carriage of the Station from the FCC and (y) the Seller has not received any written notice from any MVPD with more than 5,000 subscribers in the Station’s Market of such MVPD’s intention to delete the Station from carriage or to change the Station’s channel position.

 3.05     Taxes.

(a)     Except as set forth on Schedule 3.05(a), all material Tax Returns have been filed (including, but not limited to, sales and use returns) required to be filed with respect to the Station Assets, all such Tax Returns are correct and complete in all material respects and prepared in substantial compliance with all applicable Laws, and the Seller has or will have timely paid all such Taxes due and owing by it with respect to the Station Assets (whether or not shown on any Tax Return) except which either (i) constitute Excluded Liabilities or (ii) are disclosed on Schedule 3.05(a). None of the Station Assets are subject to any Lien in favor of the United States pursuant to Section 6321 of the Code for nonpayment of federal Taxes, or any Tax Lien in favor of any state or municipality pursuant to any comparable provision of state or local Law, or any other U.S. federal, state or local Tax Law under which transferee liability might be imposed upon Buyer as a buyer of the Station Assets.

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(b)     There are no material Liens against the Station Assets in respect of any Taxes, other than with respect to Taxes not yet due and payable.

(c)     There is no material Action pending or, to the Knowledge of Seller, threatened by any Governmental Authority for assessment or collection of any Taxes of any nature affecting the Station Assets.

(d)     Except as set forth on Schedule 3.05(d), the Seller currently is not the beneficiary of any extension of time within which to file any material Tax Return relating to the Station Assets or the Business.

(e)     To the Knowledge of Seller, there is no material dispute or claim concerning any Tax liability relating to the Station Assets or the Seller’s operation of the Station which has been claimed or raised by any Governmental Authority in writing.

(f)     The Seller has not (i) waived any statute of limitations in respect of material Taxes relating to the Station Assets or the operation of the Station or (ii) agreed to any extension of time with respect to a material Tax assessment or deficiency which extension is currently in effect relating to the Station Assets or the operation of the Station.

(g)     All Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party that relate to the Business have been withheld and paid in full.

(h)     No Tax allocation, Tax sharing or Tax indemnity or similar agreement or arrangement, or power of attorney with respect to any Tax matter, is currently in force with respect to the Station Assets or the Business that would, in any manner, bind, obligate, or restrict Buyer.

(i)     No notice or inquiry from any jurisdiction where Tax Returns are not currently filed with respect to the Station Assets or the Business has been received to the effect that such filings may be required or that the Station Assets or the Business may otherwise be subject to taxation by such jurisdiction.

 3.06     Tangible Personal Property.

(a)     Schedule 3.06(a) contains a list of all material items of equipment, transmitters, antennas, cables, towers, vehicles, furniture, fixtures, spare parts and other tangible personal property of every kind and description owned or held for use by the Seller or its Affiliates in connection with the Business, except for any retirements or dispositions thereof made between the date hereof and the Closing in accordance with Article V (the “Tangible Personal Property”). Except as set forth on Schedule 3.06(a), immediately prior to the Closing, the Seller or its Affiliates will have good and valid title to the Tangible Personal Property free and clear of all Liens (other than Permitted Liens).

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(b)     Except as set forth on Schedule 3.06(b), all material items of Tangible Personal Property are in good operating condition, ordinary wear and tear excepted and have been maintained in accordance with normal industry practice.

(c)     No Person other than the Seller or its Affiliates has any rights to use any of the Tangible Personal Property, whether by lease, sublease, license or other instrument, other than set forth on Schedule 3.06(c).

 3.07     Real Property.

(a)     Schedule 3.07(a) contains a list of all real property (including any appurtenant easements, buildings, structures, fixtures and other improvements thereon) that is owned in fee simple by the Seller or its Affiliates, in each case, in connection with the Business (collectively, the “Owned Real Property”) and the principal use for such real property.

(b)     Schedule 3.07(b) contains a list of all material contracts, agreements and leases (collectively, “Real Property Leases”) pursuant to which the Seller or its Affiliates, leases, licenses or sublicenses real property (including any appurtenant easements, buildings, structures, fixtures and other improvements thereon) in connection with the Business (collectively, the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”) as lessee, licensee or sublicensee, as applicable.

(c)     Except as set forth on Schedule 3.07(c), the Seller and its Affiliates have good and marketable fee simple title to the Owned Real Property, in each case free and clear of Liens, other than Permitted Liens. Except as set forth on Schedule 3.07(c), immediately prior to the Closing, the Seller will not be obligated under, nor will be a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any of the Owned Real Property or any portion thereof or interest therein.

(d)     With respect to the Real Property, there is no (i) pending or, to the Knowledge of Seller, threatened condemnation, eminent domain or taking proceeding or (ii) to the Knowledge of Seller, private restrictive covenant or governmental use restriction (including zoning) on all or any portion of the Real Property that prohibits or materially interferes with the current use of the Real Property.

(e)     Except as set forth on Schedule 3.07(e), within the past two (2) years, the Seller has not received any written notice of any material violation of any material Law affecting the Owned Real Property or the Real Property Leases or the Station’s use thereof.

(f)     Within the past two (2) years, the Seller has not received any written notice of any existing plan or study by any Governmental Authority or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any Owned Real Property or Real Property Leases and the Seller has no knowledge of any such plan or study with respect to which it has not received written notice. Except as set forth in the Revenue Leases, to the Knowledge of Seller, there is no Person in possession of any Owned Real Property other than the Seller. Except as identified in Schedule 3.07(f), no Person has any right to acquire any interests in any of the Owned Real Property.

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 3.08     Contracts.

(a)     Schedule 3.08(a) sets forth, as of the date hereof, a true and complete list of the following Contracts related to the Business to which any of the Seller or its Affiliates is a party:

(i)     any Contract under which the aggregate payments or receipts for the past twelve (12) months exceeded, or for the following twelve (12) months is expected to exceed, $150,000;

(ii)     any Contract under which payments by or obligations of the Seller or its Affiliates, relating to the Business, will be increased, accelerated or vested by the occurrence (whether alone or in conjunction with any other event) of any of the transactions contemplated by this Agreement, or under which the value of the payments by or obligations of the Seller or its Affiliates, relating to the Business, will be calculated on the basis of any of the transactions contemplated by this Agreement, whether pursuant to a change in control or otherwise;

(iii)     any contract for Program Rights that involves cash payments or cash receipts in excess of $100,000 over the remaining term of such contract;

(iv)     any network affiliation agreement;

(v)     any retransmission consent agreement with any MVPD with more than 10,000 subscribers in the Station’s Market;

(vi)     any Contract that relates to an ownership interest in any corporation, partnership, joint venture or other business enterprise or other entity;

(vii)     any Real Property Lease;

(viii)     any Contract relating to the Business, that relates to the guarantee (whether absolute or contingent) by the Seller of (x) the performance of any other Person (other than their respective Affiliates) or (y) the whole or any part of the Indebtedness or liabilities of any other Person (other than their respective Affiliates);

(ix)     any Bargaining Agreement;

(x)     any Contract that contains any power of attorney authorizing the incurrence of an obligation on the part of the Seller relating to the Business;

(xi)     any Contract that creates any partnership or joint venture or relates to the acquisition, issuance or transfer of any securities;

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(xii)     any Contract that relates to the borrowing or lending of money;

(xiii)     any Contract that grants any Person an option or a right of first refusal, right of first offer or similar preferential right to purchase or acquire any Station Asset;

(xiv)     any Contract involving the purchase or sale of Real Property that has not closed as of the date hereof;

(xv)     any Contract entered into after January 1, 2013 relating to the acquisition or disposition of any material portion of the Business (whether by merger, sale of stock, sale of assets or otherwise);

(xvi)     any Contract involving construction, architecture, engineering or other agreements relating to uncompleted construction projects, in each case that involve payments in excess of $100,000;

(xvii)     any Contract involving compensation to any Transferred Employee (as defined in Section 8 hereof), or any Contract with an independent contractor or consultant engaged to perform services to the Business in excess of $100,000 per year (provided, however, that for purposes of this Section 3.8(a)(xiii), the term Contract shall not include at-will Contracts that can be terminated upon 30 days’ notice without penalty or additional payment);

(xviii)     any Contract with a Governmental Authority (other than ordinary course Contracts with Governmental Authorities as a customer) which imposes any material obligation or restriction on the Seller or its Affiliates as it relates to the Business; and

(xix)     any Contract relating to the use of a Station’s digital bit stream other than in connection with broadcast television services.

The contracts, agreements and leases required to be disclosed pursuant to this Section 3.08(a) are collectively referred to herein as the “Material Contracts”.

(b)     Each of the Material Contracts is in full force and effect and binding and enforceable upon the Seller or its Affiliates, as applicable, and, to the Knowledge of Seller, the other parties thereto, subject in each case to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity). Each of the Seller and its Affiliates have performed their respective obligations under each of the Material Contracts in all material respects and are not in material default thereunder, and to the Knowledge of Seller, no other party to any of the Material Contracts is in default thereunder in any material respect.

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 3.09     Environmental. Except as set forth on Schedule 3.09, and except as would not reasonably be expected to result in the owner or operator of the Station or the Real Property incurring liability under any applicable Environmental Law (a) to the Knowledge of Seller, the Station is and has been in compliance with all Environmental Laws applicable to the Station and the Real Property, which compliance includes obtaining, maintaining and complying in all material respects with all Permits, licenses or other authorizations required by Environmental Law and (b) no Actions are pending or, to the Knowledge of Seller, threatened against the Seller, the Station or the Real Property alleging a violation of or liability under Environmental Laws. To the Knowledge of Seller, no conditions exist at the Station or any Real Property that would reasonably be expected to result in the owner or operator of the Station or the Real Property incurring liability under Environmental Laws. The Seller has made available to Buyer copies or summaries of all current material non-privileged environmental assessments, audits, investigations or other similar environmental reports relating to the Station or the Real Property that are in the possession, custody or control of the Seller. To the Knowledge of Seller, there have been no Releases of Hazardous Materials at, from, to, on or under any Owned Real Property that give rise to an affirmative reporting or cleanup obligation under Environmental Law. There are no underground storage tanks at the Owned Real Property and Station does not utilize any underground storage tanks at the Real Property subject to the Real Property Leases.

 3.10     Intangible Property. Schedule 3.10 contains a description of all material Intellectual Property that is owned or licensed by the Seller or its Affiliates in connection with the Business or is registered or the subject of an application for registration with the U.S. Patent and Trademark Office (or any equivalent foreign office) (collectively, the “Intangible Property”). Except as set forth on Schedule 3.10, (i)  to the Knowledge of Seller, the Seller’s use of the Intangible Property does not infringe upon any third party’s Intellectual Property in any material respect, (ii) to the Knowledge of Seller, none of the Intangible Property is being infringed or misappropriated by any third party, (iii) no Intangible Property is the subject of any pending or, to the Knowledge of Seller, threatened Action claiming infringement of any third party’s Intellectual Property and (iv) in the past three (3) years, the Seller has not received any written claim asserting that its use of any Intangible Property is unauthorized or violates or infringes upon the Intellectual Property of any third party or challenging the ownership, use, validity or enforceability of any Intangible Property. To the Knowledge of Seller, the Seller is the owner of or has the valid right to use the Intangible Property free and clear of Liens, other than Permitted Liens, in the applicable jurisdictions in which such Intangible Property is currently being used.

 3.11     Employees; Labor Matters; Employee Benefit Plans.

(a)     Except as set forth on Schedule 3.11(a), the Seller, as it relates to the Station, has complied in all material respects with all labor and employment Laws, including those which relate to wages, hours, and conditions of employment, discrimination in employment, collective bargaining, equal opportunity, harassment, immigration status, disability, workers’ compensation, unemployment compensation, occupational health and safety and the collection and payment of withholding. Except as set forth on Schedule 3.11(a), as of the date hereof and since January 1, 2012, there has been no unfair labor practice charge against the Station pending or, to the Knowledge of Seller, threatened before the National Labor Relations Board, any state labor relations board or any court or tribunal, nor has any written complaint pertaining to any such charge or potential charge been delivered to the Seller. Except as set forth on Schedule 3.11(a), there is no strike, dispute, request for representation, slowdown, or stoppage pending or, to the Knowledge of Seller, threatened in respect to the Station. Other than the collective bargaining agreements set forth on Schedule 3.11(a) (the “Bargaining Agreements”), neither the Seller nor the Station is a party to any collective bargaining, union or similar agreement with respect to its respective Transferred Employees, and to the Knowledge of Seller, other than the labor union parties to the Bargaining Agreements, no union represents or claims to represent or is attempting to organize such Transferred Employees. The Seller’s the classification of each of its employees as exempt or nonexempt has been made in accordance with Law in all material respects.

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(b)     The Seller has made available to Buyer a list, dated as of no earlier than June 15, 2012, of all Transferred Employees, including the names, current rate of compensation, employment status (i.e., active, disabled, on authorized leave), department, title, whether covered by a collective bargaining agreement and whether full-time or part-time. Such list, redacted to delete current rate of compensation, is attachedas Schedule 3.11(b).

(c)     Schedule 3.11(c) contains a list setting forth each employee benefit plan, program or arrangement currently sponsored, maintained or contributed to by the Seller or with respect to which the Station or may have any actual or contingent liability or obligation (including any such obligations under any terminated plan or arrangement), including employee benefit plans, as defined in Section 3(3) of ERISA, Multiemployer Plans, deferred compensation plans, stock option or other equity compensation plans, stock purchase plans, phantom stock plans, bonus plans, fringe benefit plans, life, health, dental, vision, hospitalization, disability and other insurance plans, employee assistance program, severance or termination pay plans and policies, and sick pay and vacation plans or arrangements, whether or not described in Section 3(3) of ERISA. Each and every such plan, program, agreement or arrangement is hereinafter referred to as an “Employee Plan”. With respect to each Employee Plan, Seller has provided or made available to Buyer the following (i) copies of all written Employee Plans (including all trust agreements, insurance or annuity contracts, investment management agreements, record keeping agreements and other material documents or instruments relating thereto), and in the case of any Employee Plan that is not in written form, an accurate description of all material terms, (ii) the three (3) most recent Annual Reports (Form 5500 Series) and accompanying schedules, if any, and the most recent actuarial report (to the extent applicable), (iii) the current summary plan description, if any exists, (iv) the most recent determination letter from the IRS, if any, with respect to each such Employee Plan which is intended to qualify under Section 401(a) of the Code, (v) all material correspondence from the IRS or the Department of Labor, and (vi) copies of non-discrimination testing results for the three most recent plan years. As of the Closing, the Transferred Employees shall cease to be eligible to participate in all Employee Plans.

(d)     Except as set forth on Schedule 3.11(d), with respect to each Employee Plan, as applicable: (i) each has been established and is being operated in all material respects in compliance with its terms and all applicable Laws, including ERISA and the Code; (ii) no Actions or disputes are pending, or to the Knowledge of Seller, threatened that, if successful, would reasonably be expected to result in liability of $150,000 or more; (iii) no audits, inquiries, reviews, proceedings, claims, or demands are pending with any governmental or regulatory agency; (iv) there are no facts which could give rise to any material liability in the event of any such investigation, claim, Action, audit, review, or other proceeding; (v) all premiums, contributions, or other payments required to have been made by Law or under the terms of any Employee Plan or any Contract or agreement relating to any Employee Plan as of the Closing have been or will be made; (vi) all material reports, returns and similar documents required to be filed with any Governmental Authority or distributed to any plan participant have been duly and timely filed or distributed; (vii) no “prohibited transaction” has occurred within the meaning of the applicable provisions of ERISA or the Code; and (viii) there have been no acts or omissions by the Seller that have given or could give rise to any material fines, penalties, taxes or related charges under Sections 502(c), 502(i), 502(l), 502(m) or 4071 of ERISA or Section 511 or Chapter 43 of the Code, or under any other applicable Law, for which the Seller may be liable.

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(e)     No Employee Plan provides for any payment by the Seller that would result in the payment of any compensation or other payments that would not be deductible under the terms of Section 280G of the Code after giving effect to the transactions contemplated hereby.

(f)     Except as set forth on Schedule 3.11(f), neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby shall: (i) result in the acceleration of the time of payment or vesting or creation of any rights of any current or former employee, manager, director or consultant to compensation or benefits under any Employee Plan or otherwise that would be payable by the Seller; (ii) result in any payment becoming due, or increase the amount of any compensation due, in each case, to any current or former employee, manager, or consultant of the Seller; or (iii) increase any benefits otherwise payable under any Employee Plan.

(g)     Except as set forth on Schedule 3.11(g), (i) the Seller does not and is not required to contribute, and has no liability or obligation, to any Multiemployer Plan, (ii) the Seller has not incurred and does not reasonably expect to incur any liability under Title IV of ERISA, and (iii) no Employee Plan is (w) subject to Section 412 of the Code or Title IV of ERISA, (x) is a “multiple employer plan” within the meaning of Section 210 of ERISA or Section 413(c) of the Code, (y) is a “multiple employer welfare arrangement” as such term is defined in Section 3(40) of ERISA, or (z) provides group health or death benefits following termination of employment, other than to the extent required by Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code or by a comparable state Law. With respect to any Multiemployer Plans set forth on Schedule 3.11(g): (A) all contributions required to be made with respect to Transferred Employees have been timely paid; (B) the Seller has not incurred and is not expected to incur, directly or indirectly, any withdrawal liability under ERISA with respect to any such plan (whether by reason of the transactions contemplated by the Agreement or otherwise); (C) the Seller has not withdrawn, partially withdrawn, or received any notice of any claim or demand for withdrawal liability or partial withdrawal liability against it; (D) no such plan is (or is expected to be) insolvent or in reorganization and no accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, exists or is expected to exist with respect to any such plan nor any such plan is or reasonably expected to be “at-risk” under Section 430 of the Code; and (E) the Seller has no actual or contingent liability under Section 4204 of ERISA.

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(h)     With respect to each Employee Plan intended to qualify under Section 401(a) of the Code: (i) the IRS has issued a favorable determination letter or opinion letter or advisory letter (copies of which have been provided to Buyer) upon which the Seller is entitled to rely under IRS pronouncements, that such plan is, and such plan and its related trust are in fact, qualified under Section 401(a) of the Code and the related trusts are exempt from federal Income Tax under Section 501(a) of the Code; and (ii) no such determination letter, opinion letter or advisory letter has been revoked nor has revocation been threatened, nor has any amendment or other action or omission occurred with respect to any such plan since the date of its most recent determination letter, opinion letter or advisory letter, or application therefor, in any respect which would adversely affect its qualification, or materially increase its costs.

(i)     Each Employee Plan that constitutes a nonqualified deferred compensation plan subject to Section 409A of the Code has been operated and administered in compliance, in both form and operation, with the provisions of Section 409A of the Code and the treasury regulations and other generally applicable guidance published by the IRS thereunder, and, to the extent not inconsistent therewith, the Employee Plan’s terms. The Seller is not a party to, and is not otherwise obligated under, any Employee Plan or otherwise, which provides for a gross up of Taxes imposed by Section 409A of the Code.

 3.12     Insurance. Schedule 3.12 lists all insurance policies maintained by the Seller covering the Station or the Business. All such policies are in full force and effect. There is no material claim pending under any such insurance policy as to which coverage has been questioned, denied or disputed by the underwriters of such insurance policy, and the Seller has not received any written threatened termination of any of such insurance policies.

 3.13     Compliance with Law; Permits. Subject to Section 3.04 and Schedules 3.04(a), (b) and (c), with respect to the FCC Licenses, and except as set forth on Schedule 3.13, (a) the Seller has complied in all material respects with all Laws and all decrees, judgments and orders of any Governmental Authority in respect of the operation of the Business and (b) there are no Actions (exclusive of investigations by or before the FCC) pending or, to the Knowledge of Seller, threatened against the Seller with respect to the Station, except for those affecting the television broadcast industry generally. Except as set forth on Schedule 3.13, (i) the Seller holds all the Permits, (ii) all such Permits are valid and in full force and effect and (iii)  the Seller is in material compliance with the terms of all Permits. To the Knowledge of Seller, there is no Action pending or, to the Knowledge of Seller, threatened regarding the suspension, revocation, or cancellation of any Permits.

 3.14     Litigation. Except as set forth on Schedule 3.14, as of the date hereof, there is no Action pending or, to the Knowledge of Seller, threatened against the Seller relating to the Business (a) that would reasonably be expected to result in damages in excess of $250,000 or (b) which would reasonably be expected to affect the Seller’s ability to perform its obligations under this Agreement or otherwise impede, prevent or materially delay the consummation of the transactions contemplated by this Agreement.

 3.15     Financial Statements. Schedule 3.15 sets forth copies of the following financial statements from the Seller’s internal reporting system relating solely to the Business (such financial statements, collectively, the “Financial Statements”): (a) the unaudited balance sheet and statement of operations as of and for the fiscal year ended 2013 and (b) the unaudited balance sheet and statement of operations as of and for the six (6) months ended June 30, 2014. The Financial Statements have been derived from the books and records of the Seller and fairly present, in all material respects, the financial position and results of operations of the Business as of the dates thereof and for the periods indicated therein in conformity with GAAP (except insofar as such unaudited Financial Statements may omit footnotes and may be subject to potential year-end adjustments that are not expected, either individually or in the aggregate, to be material).

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 3.16     No Undisclosed Liabilities. Except as set forth on Schedule 3.16, the Seller, as it relates to the Business, has no liabilities or obligations of any kind or nature, whether known or unknown, absolute or contingent, accrued or unaccrued which would be required to be disclosed on a balance sheet of the Business prepared in accordance with GAAP or the notes thereto, except for liabilities which are (a) reflected or reserved for in the Financial Statements, (b) included in the calculation of the Estimated Settlement Statement or Final Settlement Statement, (c) current liabilities incurred in the ordinary course of business since the Balance Sheet Date, (d) contractual and similar liabilities incurred in the ordinary course of business and not required to be disclosed on a balance sheet of the Business prepared in accordance with GAAP or the notes thereto, (d) liabilities arising under applicable Law and not required to be disclosed on a balance sheet of the Business prepared in accordance with GAAP or the notes thereto or (e) contemplated by this Agreement.

 3.17     Absence of Changes. Since the Balance Sheet Date, there have not been any events, changes or occurrences or state of facts that, individually or in the aggregate, have had or would reasonably be expected to have, a Material Adverse Effect. Since the Balance Sheet Date, the Station has been operated in all material respects in the ordinary course of business consistent with past practice and there has not been in respect of the Business any damage, destruction or loss, whether or not covered by insurance, with respect to any of its property and assets having a replacement cost of more than $100,000, in each case, which damage, destruction or loss has not been (or, as of the Closing, will not be) remedied.

 3.18     No Brokers. Except for the services of Moelis & Company to the Seller, for which the applicable fee shall be paid by the Seller, no broker, investment banker, financial advisor or other third party has been employed or retained by the Seller in connection with the transactions contemplated by this Agreement or is or may be entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission, or the reimbursement of expenses, in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Seller.

 3.19     Related Party Transactions. As it relates to the Business, except as set forth on Schedule 3.19 and other than employment arrangements, the Seller is not currently party to any material Contract with any of its Affiliates as it relates to the Station.

 3.20     All Assets. Except as set forth on Schedule 3.20, Buyer, upon the Closing, will acquire all right, title and interest in all assets (including all Real Property) used primarily or held for use in the Business as conducted as of the date hereof free and clear of all Liens, other than Permitted Liens.

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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

 4.01     Existence and Power. Buyer is an organization duly formed, validly existing and in good standing under the Laws of the jurisdiction of its organization and has all organizational powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted.

 4.02     Corporate Authorization.

(a)     The execution and delivery by Buyer of this Agreement and the Ancillary Agreements (to which Buyer will be a party), the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby are within Buyer’s company powers and have been duly authorized by all requisite organizational action on the part of Buyer.

(b)     This Agreement has been, and each Ancillary Agreement (to which Buyer is or will be a party) will be, duly executed and delivered by Buyer. This Agreement (assuming due authorization, execution and delivery by Seller) constitutes, and each Ancillary Agreement (to which Buyer is or will be a party) will constitute when executed and delivered by Buyer, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity).

 4.03     Governmental Authorization. The execution, delivery and performance by Buyer of this Agreement and each Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby require no action by or in respect of, or filing with or notification to, any Governmental Authority other than (a) the FCC Consent and DOJ approval of and to the Merger Transaction and (b) the Governmental Consents.

 4.04     Noncontravention. The execution, delivery and performance of this Agreement by Buyer and each Ancillary Agreement to which Buyer will be a party and the consummation of the transactions contemplated hereby and thereby do not and will not (a) violate or conflict with the organizational documents of Buyer, (b) assuming compliance with the matters referred to in Section 4.03, conflict with or violate any Law or Governmental Order applicable to Buyer, (c) require any consent or other action by or notification to any Person under, constitute a default under, or give to any Person any rights of termination, amendment, acceleration or cancellation of any right or obligation of Buyer or to a loss of any benefit relating to Seller to which Buyer is entitled under, any provision of any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other agreement or instrument to which Buyer is a party or by which any of Buyer’s assets is or may be bound or (d) result in the creation or imposition of any Lien (except for Permitted Liens) on any asset of Buyer, except, in the cases of clauses (b), (c) and (d), for any such violations, consents, actions, defaults, rights or losses as have not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Buyer or on Buyer’s ability to perform its obligations under this Agreement or the Ancillary Agreements.

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 4.05     Absence of Litigation. There are no Actions pending against or to the knowledge of Buyer, threatened, against Buyer before any Governmental Authority that in any manner challenges or seeks to prevent, enjoin, alter or delay materially the transactions contemplated by this Agreement.

 4.06     Qualifications. Except as set forth in Schedule 4.06, Buyer is legally, financially and otherwise qualified under the Communications Act and FCC Rules to acquire the FCC Licenses and own and operate the Station. Except as set forth on Schedule 4.06, (a) there are no facts known to Buyer that would disqualify Buyer as the assignee of the FCC Licenses or as owner and operator of the Station, (b) no waiver or exemption, whether temporary or permanent, of the Communications Act or FCC Rules is necessary for the FCC Consent to be obtained, (c) Buyer has no reason to believe that the FCC Application will be challenged or will not be granted by the FCC in the ordinary course due to any fact or circumstance relating to Buyer or any of its Affiliates or any of their respective officers, directors, shareholders, members or partners, and (d) no waiver of or exemption, whether temporary or permanent, from any provision of the Communications Act or FCC Rules is necessary for the FCC Consent to be obtained. Except as set forth in Schedule 4.06, Buyer is legally, financially and otherwise qualified under the Antitrust Laws to acquire the Station Assets and own and operate the Station.

 4.07     Brokers. There is no broker, finder, investment banker or other intermediary that has been retained by or is authorized to act on behalf of Buyer who is entitled to any fee or commission from either Buyer or any of its Affiliates upon consummation of the transactions contemplated by this Agreement and the Ancillary Agreements for which Seller could become liable.

 4.08     Financing. At Closing, Buyer will have, sufficient cash, available lines of credit or other sources of immediately available funds to enable it to make payment of the Purchase Price, all related fees and expenses in connection with the transactions contemplated by this Agreement and any other amounts to be paid by it in accordance with the terms of this Agreement.

Section 4.09     Projections and Other Information. Buyer acknowledges that, with respect to any projections, forecasts, business plans, budget information and similar documentation or information relating to Seller and the operation of the Station that Buyer has received from Seller or any of its Affiliates, (a) there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, (b) Buyer is familiar with such uncertainties, (c) Buyer hereby accepts full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (d) Buyer does not have, and will not assert, any claim against Seller or any of its members, officers, Employees, Affiliates or representatives, or hold Seller or any such Persons liable, with respect thereto. Buyer represents that neither Seller nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Seller, or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and neither Seller nor any of its Affiliates or any other Person will have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer or its representatives or Buyer’s use of, any such information, including any confidential memoranda distributed on behalf of Seller relating to Seller or other publications or data room information provided to Buyer or its representatives, or any other document or information in any form provided to Buyer or its representatives in connection with the sale of the Station Assets and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Section 4.09 will in any way limit Buyer’s rights (including under Section 10.03(a) and Article XII) with respect to the express representations and warranties of Seller in this Agreement.

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 4.10     Solvency. Buyer is not entering into the transactions contemplated hereby with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the transactions contemplated hereby, including the payment of the Purchase Price and payment of all related fees and expenses, Buyer and its Affiliates will be Solvent. For purposes of this Section 4.10, the term “Solvent” with respect to any Person means that, as of any date of determination, (a) the amount of the fair saleable value of the assets of such Person exceeds, as of such date, the value of all liabilities of such Person, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal Laws governing determinations of the solvency of debtors, (b) such Person will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which they are engaged or proposed to be engaged following such date, and (c) such Person will be able to pay its liabilities, including contingent and other liabilities, as they mature. For purposes of this definition, “not have an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged” means that the Person will be able to generate enough cash from operations, asset dispositions or refinancing, or a combination thereof, to meet their financial obligations as they become due.

ARTICLE V
COVENANTS OF SELLER

 5.01     Operations Pending Closing. Between the date hereof and the Closing, except as (a) set forth in this Agreement, (b) contemplated by the applicable subsection of Schedule 5.01, or (c) required by applicable Law or the regulations or requirements of any regulatory organization applicable to the Seller, unless Buyer otherwise consents in writing which request for consent shall be directed to and promptly considered in accordance with the terms and conditions of this Section 5.01 by Buyer and which consent shall (i) not be unreasonably withheld, conditioned or delayed in the case of clauses (c), (e), (f), (g), (h), (i), (l), (n), (r), (s), (t), (u) or (w), and (ii) which may otherwise be withheld in Buyer’s sole discretion, Seller shall:

(a)     operate the Station in the ordinary course and in all material respects in accordance with the Communications Laws, the FCC Licenses and with all other applicable Laws;

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(b)     not cause or permit, or agree or commit to cause or permit, by act or failure to act, any of the FCC Licenses to expire or to be revoked, suspended or adversely modified, or take or fail to take any action that would cause the FCC or any other Governmental Authority to institute proceedings (other than proceedings of general applicability) for the suspension, revocation or adverse modification of any of the FCC Licenses listed on Schedule 3.04(a);

(c)     other than in the ordinary course of business or for the purpose of disposing of obsolete or worthless assets, not (i) sell, lease, license or dispose of or agree to sell, lease, license or dispose of any material assets unless replaced with similar items of substantially equal or greater value and utility or (ii) create, assume or permit to exist any Liens upon their assets, except for Permitted Liens;

(d)     not dissolve, liquidate, merge or consolidate with any other entity;

(e)     maintain, repair and replace the Tangible Personal Property, including any Tangible Personal Property which has been damaged prior to Closing, and maintain, repair and replace the Real Property, including any improvements thereon, which has been damaged prior to Closing, in each case in the ordinary course of business;

(f)      (i) upon reasonable written advance notice, give Buyer and its representatives reasonable access at reasonable, mutually agreed-upon times during normal business hours to the Station, and furnish Buyer with information relating to the Business that Buyer may reasonably request, provided, however, that such access rights shall not be exercised in a manner that interferes with the Business and (ii) otherwise provide such reasonable assistance and cooperation as may be requested by Buyer from time to time prior to the Closing Date to reasonably facilitate the transition of the Business, including facilities, operations and applicable data, to Buyer upon and effective as of the Effective Time;

(g)     except as otherwise required by Law, not enter into, renew or renegotiate any employment agreement with a Transferred Employee providing for annual compensation in excess of $100,000, any severance agreement or any labor, or union agreement or plan, including any Collective Bargaining Agreement, that will be binding upon Buyer after the Closing;

(h)     not hire or terminate the employment of any Station general manager or any other Transferred Employee with annual aggregate non-equity compensation, including target bonuses, in excess of $100,000, excluding any terminations for “cause” as reasonably determined by Sellers;

(i)     except in the ordinary course of business, not (i) materially increase the compensation or benefits payable to any Transferred Employee, or (ii) modify any severance policy applicable to any Transferred Employee that would result in any material increase in the amount of severance payable to any such Transferred Employee (or would materially expand the circumstances in which such severance is payable);

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(j)     not sell, lease, license or otherwise dispose of or encumber any Station Asset except (i) pursuant to or in accordance with existing Assumed Contracts or (ii) immaterial Station Assets in the ordinary course of business consistent with past practices;

(k)     use commercially reasonable efforts to maintain the Station’s MVPD carriage existing as of the date of this Agreement;

(l)     except for agreements and contracts which can be terminated by the Seller without penalty upon notice of ninety (90) days or less, not (i) enter into any agreement or contract that would have been a Material Contract were the Seller a party or subject thereto on the date of this Agreement unless such agreement or contract (x) is entered into in the ordinary course of business and (y) does not involve payments by the Seller of greater than $250,000 during any twelve (12) month period, (ii) amend in any material respect any Material Contract unless such amendment (x) is effected in the ordinary course of business, (y) does not increase the amount of payments to be made by the Seller during any twelve (12) month period by $250,000 or more or (iii) terminate or waive any material right under any Material Contract other than in the ordinary course of business (excluding the expiration of any Material Contract in accordance with its terms) (it being understood that if any such entry into, or amendment or termination of any such agreement or contract is permitted pursuant to this Section 5.1(k) as a result of the references to acts taken in the ordinary course of business, but such action would otherwise be prohibited by any other provision of this Section 5.1, then this Section 5.1(k) shall not be interpreted to permit such action without the prior written consent of Buyer as contemplated hereby);

(m)     not enter into any Contract constituting a Sharing Agreement with respect to the Station;

(n)     not change any accounting practices, procedures or methods (except for any change required under GAAP or applicable law) or maintain its books and records, in each case in a manner other than in the ordinary course of business;

(o)     not make or agree or commit to make any capital expenditure, except (i) for capital expenditures equal to or less than $200,000 in connection with any particular project or equal to or less than $500,000 in the aggregate, and (ii) for emergency commitments or expenditures;

(p)     maintain its qualifications to hold the FCC Licenses with respect to the Station and not take any action that will materially impair such FCC Licenses or such qualifications;

(q)     promote the programming of the Station (both on-air and using third party media) in the ordinary course of business, taking into account inventory availability;

(r)     not adopt, enter into or become bound by any new Employee Plan or amend, modify or terminate any Employee Plan, except (i) to comply with applicable Law, (ii) in the ordinary course of business consistent with past practices without any additional post-Closing material liability to the Seller or (iii) as otherwise contemplated by this Agreement;

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(s)     keep in full force and effect the material insurance policies set forth on Schedule 3.12 (or other insurance policies comparable in amount and scope);

(t)     not make or rescind any election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or change any of its methods of reporting income or deductions on its Income Tax Returns, or the classifications of its existing property and assets, in each case, to the extent such action would reasonably be expected to materially and adversely affect Buyer or its Affiliates after the Closing;

(u)     not (i) enter into or agree or commit to enter into any new Tradeout Agreement relating to the Station with a value in excess of $40,000, and $200,000 in the aggregate, prior to Closing that will not be fully performed prior to the Closing or (ii) make any guarantee of commercial ratings other than in the ordinary course of business consistent with past practice;

(v)     (i) utilize the Program Rights only in the ordinary course of business consistent with past practice and (ii) not sell or otherwise dispose of any such Program Rights;

(w)     not extend credit to advertisers other than in the ordinary course of business consistent with past practice;

(x)     timely make retransmission consent elections with all MVPDs located in or serving the Station’s Markets;

(y)     not enter into any retransmission consent agreement relating to the Station other than as set forth on Schedule 5.01(y);

(z)     not enter into any Contract with any Affiliate or Subsidiary of Seller that survives the Closing; and

(aa)     not agree, commit or resolve to take any actions inconsistent with the foregoing.

Section 5.02     No Negotiation. Until such time as this Agreement shall be terminated pursuant to Section 11.01, Seller, its Affiliates, and their respective members, officers, investment bankers and agents shall cease any discussions or negotiations with, and shall not, directly or indirectly, solicit, initiate, encourage or entertain any inquiries or proposals from, discuss or negotiate with, provide any nonpublic information to or consider the merits of any inquiries or proposals from any Person (other than Buyer) relating to the sale of all or a significant portion of the Station Assets (whether by sale of assets, equity, or otherwise); provided, that if Buyer and Seller, acting reasonably and in good faith, jointly determine that the FCC Consent or HSR Clearance (if necessary) is not likely to be obtained by the Outside Date identified in Section 11.01(b)(i) because of circumstances that do not involve a breach by either party of any representation, warranty, covenant, or other obligation under this Agreement, the parties shall execute a document suspending the applicability of this section. Seller shall notify Buyer of any such inquiry or proposal referenced herein within three (3) Business Day of receipt or the Knowledge of Seller of the same.

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Section 5.03     No-Hire. During the period beginning on the date hereof and ending on the first (1st) anniversary of the Closing Date, the Seller, and its Affiliates will not, directly or indirectly, solicit to employ or hire any Employee who is contemplated to be or is a Transferred Employee, unless Buyer first terminates the employment of such employee, such employee voluntarily terminates without inducement by the Seller or its Affiliates, or Buyer gives its written consent to such employment or offer of employment; provided, however, that the Seller or its Affiliates shall be permitted to make a general solicitation for employment not targeted to any Employee of the Seller who is contemplated to be or is a Transferred Employee and shall not be prohibited from employing any such employee pursuant to such a general solicitation.

Section 5.04     Interim Reports. Within forty-five (45) days after the end of each calendar month during the period from the date hereof through the Closing, if applicable, the Seller shall provide to Buyer the unaudited balance sheet for the Station as of the end of such month and the related combined unaudited statement of operations for such month ended for the Station. Such reports shall be prepared on the same basis as the Financial Statements. The Seller shall also provide to Buyer weekly pacing reports for each of the Station promptly following the end of each week during the period from the date hereof through the Closing.

ARTICLE VI
COVENANTS OF BUYER

 6.01     Access to Information. After the Closing Date, upon reasonable notice, Buyer will promptly provide the Seller and its agents reasonable access to its properties, books, records, employees and auditors, at the sole cost and expense of the Seller, solely to the extent necessary to permit the Seller to determine any matter relating to its rights and obligations (or those of its Affiliates) hereunder, or to any period ending on or before the Closing Date; provided, that the Seller will hold, and will cause its agents to hold, in confidence, all confidential or proprietary information to which it has had access to pursuant to this Section 6.01; provided, further, that such access shall not unreasonably interfere with Buyer’s business or operations.

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 6.02     Accounts Receivable.

(a)     The Seller shall deliver to Buyer, on or promptly after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180^th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time.

(b)     Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer.

(c)     The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section.

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(d)     Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours.

(e)     Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable.

(f)     Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current.

(g)     The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables.

(h)     If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment.

(i)     All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

 6.03     Termination of Rights to the Names and Marks. As soon as practicable after the Closing Date (and in any event within ninety (90) days thereafter), Buyer shall, and shall cause each of its Affiliates, to cease and discontinue all uses of, and delete or remove from all products, signage, vehicles, properties, technical information and promotional materials, the names and marks set forth on Schedule 6.03.

 6.04     Insurance Policies. All of the insurance policies with respect to the Station may be cancelled by the Seller as of the Closing Date, and any refunded premiums shall be retained by the Seller. Buyer will be solely responsible for acquiring and placing its casualty insurance, business interruption insurance, liability insurance and other insurance policies for the Station, including the Station Assets and Assumed Liabilities, for periods on and after the Effective Time.

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Section 6.05     Title Commitments; Surveys. Buyer shall have the responsibility to obtain, at its sole option and expense, (a) commitments for owner’s and lender’s title insurance policies on the Owned Real Property and commitments for lessee’s and lender’s title insurance policies for all Real Property that is leased pursuant to a Real Property Lease (collectively, the “Title Commitments”), and (b) an ALTA survey on each parcel of Real Property (the “Surveys”); provided, however, that Seller shall provide Buyer with any existing Title Commitments and Surveys in the possession of Seller, to the extent Buyer is able to do so.  The Title Commitments will evidence a commitment to issue an ALTA title insurance policy insuring good, marketable and indefeasible fee simple (or leasehold, if applicable) title to each parcel of the Real Property contemplated above for such amount as Buyer directs.  Seller shall reasonably cooperate with Buyer in obtaining such Title Commitments and Surveys, provided that the Seller shall not be required to incur any cost, expense or other liability in connection therewith.  If the Title Commitments or Surveys reveal any Lien on the title other than Permitted Liens, Buyer shall notify Seller in writing of such objectionable matter as soon as Buyer becomes aware that such matter is not a Permitted Lien, and Seller agrees to use commercially reasonable efforts to remove such objectionable matter as required pursuant to the terms of this Agreement.

 6.06     Section 6.07     No-Hire. Except as pursuant to the terms of this Agreement, during the period beginning on the date hereof and ending on the first (1st) anniversary of the Closing Date, Buyer, and its Affiliates will not, directly or indirectly, solicit to employ or hire any employee of the Seller or its Affiliate whose primary work location is in the Market, unless the Seller first terminates the employment of such employee, such employee voluntarily terminates without inducement by Buyer or its Affiliates, or the Seller gives its written consent to such employment or offer of employment; provided, however, that Buyer or its Affiliates shall be permitted to make a general solicitation for employment (including in the Market) not targeted to any employee of the Seller and shall not be prohibited from employing any such employee pursuant to such a general solicitation.

ARTICLE VII
JOINT COVENANTS

 7.01     Commercially Reasonable Efforts; Further Assurances.

(a)     Subject to the terms and conditions of this Agreement, Buyer and the Seller will each use commercially reasonable efforts to take, or cause to be taken, all actions, and do, or cause to be done, all efforts reasonably necessary or desirable under applicable Law to consummate the transactions contemplated by this Agreement.

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(b)     In furtherance and not in limitation of Section 7.01(a), Buyer and the Seller shall prepare and file with the FCC as soon as practicable but in no event later than five (5) Business Days after the date hereof the requisite applications (collectively, the “FCC Application”) and other necessary instruments or documents requesting the FCC Consent and thereupon prosecute the FCC Application with all reasonable diligence to obtain the requisite FCC Consent; provided, that, except as set forth in the following sentence, neither Buyer nor the Seller shall be required to pay consideration to any third party to obtain the FCC Consent. Buyer and the Seller shall each pay one-half (1/2) of the FCC filing fees relating to the transactions contemplated hereby, irrespective of whether the transactions contemplated by this Agreement are consummated. Buyer and the Seller shall each oppose any petitions to deny or other objections filed with respect to the FCC Application to the extent such petition or objection relates to such party. Except as set forth on Schedule 7.01, neither the Seller nor Buyer shall take any intentional action, or intentionally fail to take any action, which would reasonably be expected to materially delay the receipt of the FCC Consent. To the extent necessary, the Seller shall promptly enter into a tolling agreement or other arrangement if requested by the FCC with respect to any complaints regarding the FCC Licenses, and, subject to the indemnification obligation set forth in Section 12.03(a)(iii), Buyer shall accept liability in connection with any enforcement Action by the FCC with respect to such complaints as part of such tolling or other arrangement provided that it is understood and agreed that Buyer shall be entitled to indemnification from any such liability under Section 12.03(a)(iii) as if it were an Excluded Liability. If the Closing shall not have occurred for any reason within the original effective period of the FCC Consent, and neither party shall have terminated this Agreement under Article XI, Buyer and the Seller shall jointly request an extension of the effective period of the FCC Consent. No extension of the FCC Consent shall limit the right of either party to exercise its rights under Article XI.

(c)     Within five (5) Business Days after the date of this Agreement, Buyer and the Seller shall make all required filings (if necessary) with the Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) pursuant to the HSR Act, with respect to the transactions contemplated hereby (including a request for early termination of the waiting period thereunder), and shall thereafter promptly respond to all requests received from such agencies for additional information or documentation. Expiration or termination of any applicable waiting period under the HSR Act is referred to herein as the “HSR Clearance”. Any filing fees payable under the HSR Act relating to the transactions contemplated hereby shall be borne one-half (1/2) by each the Buyer and the Seller.

(d)     In connection with the efforts referenced in Section 7.01(a), and Section 7.01(b), to obtain the FCC Consent and HSR Clearance (if necessary), Buyer and the Seller shall (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, and (ii) keep the other party informed in a timely manner and in all material respects of any material communication received by such party from, or given by such party, to the FCC, FTC, DOJ or any other Governmental Authority (including the provision of copies of any pleadings, documents, or other communications exchanged with the FCC, FTC, DOJ or any other Governmental Authority) and the material non-confidential portions of any communications received or given by a private party with respect to this Agreement and the transactions contemplated hereby), (iii) permit the other party to review any material non-confidential portions of any communication given or to be given by it to the FCC, FTC, DOJ and any other Governmental Authority with respect to this Agreement and the transactions contemplated hereby, and (iv) consult with each other in advance of and be permitted to attend any meeting or conference with, the FCC, FTC, DOJ or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, in each case regarding any of the transactions contemplated by this Agreement.

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Section 7.02     Confidentiality. Buyer and the Seller (or Affiliates thereof) are parties to the Confidentiality Agreement with respect to the Seller, Buyer and the Station. To the extent not already a direct party thereto, Buyer and the Seller hereby assume (and agrees to cause each assignee to assume) the Confidentiality Agreement and agrees to be bound by the provisions thereof. Without limiting the terms of the Confidentiality Agreement, subject to the requirements of applicable Law, all non-public information regarding the Seller, Buyer and their Affiliates and their business and properties that is disclosed in connection with the negotiation, preparation or performance of this Agreement (including, without limitation, all financial information provided by the Seller to Buyer) shall be confidential and shall not be disclosed to any other Person, except Buyer’s and the Seller’s representatives and Buyer’s and its Affiliates’ lenders for the purpose of consummating the transaction contemplated by this Agreement.

Section 7.03     Certain Filings; Further Actions. The Seller and Buyer shall cooperate with one another (a) in determining whether any Action by or in respect of, or filing with, any Governmental Authority is required, or any Actions, consents, approvals or waivers are required to be obtained from parties to any Assumed Contracts, in connection with the consummation of the transactions contemplated by this Agreement and (b) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers; provided, that the Seller and Buyer shall not be required to pay consideration to obtain any such consent, approval or waiver.

Section 7.04     Control Prior to Closing. This Agreement and, without limitation, the covenants in Article V, are not intended to and shall not be construed to transfer control of the Station or to give Buyer any right, directly or indirectly, to control, supervise or direct, or attempt to control, supervise or direct, the personnel, programming or finances, or any other matter relating to the operation of the Station prior to the Closing, and the Seller shall have ultimate control and supervision of all aspects of Station operations up to the time of the Closing.

Section 7.05     Public Announcements. The parties shall agree on the terms of any press release, if any, that announces the transactions contemplated hereby and each party will obtain the other party’s prior written consent before issuing any press release or making any public announcement regarding this Agreement or the transactions contemplated hereby; provided, that either party shall be permitted without the consent of the other to issue any press releases or public statements which may be required by applicable Law or any listing agreement with any national securities exchange; provided further, that prior to the issuance of such press release or public statement, the other party shall be provided notice and an opportunity to comment on such press release or public statement. Notwithstanding anything to the contrary in this Section 7.05, the parties acknowledge that this Agreement and the FCC Application will be filed with the FCC and a local public notice will be broadcast on the Station and published in a local newspaper pursuant to applicable FCC Rules.

Section 7.06     Notices of Certain Events. From the date hereof until the earlier to occur of the Closing Date or the termination of this Agreement in accordance with Article XI, the Seller, on the one hand, and Buyer, on the other hand, shall each promptly notify the other of:

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(a)     any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement;

(b)     in the case of the Seller, (i) the occurrence or non-occurrence of any event which, to the Knowledge of Seller, has caused any representation or warranty made by it herein to be untrue or inaccurate in any material respect at any time on or after the date hereof and prior to the Closing and (ii) any material failure on the part of the Seller to comply with or satisfy any covenant, condition or agreement set forth herein to be complied with or satisfied by the Seller hereunder on or after the date hereof and prior to the Closing; and

(c)     in the case of Buyer, (i) the occurrence or non-occurrence of any event which, to its knowledge and the knowledge of its chief executive officer and chief operating officer (or persons holding similar positions), has caused any representation or warranty made by it herein to be untrue or inaccurate, in any material respect at any time on or after the date hereof and prior to the Closing and (ii) any material failure on the part of Buyer to comply with or satisfy any covenant, condition or agreement set forth herein to be complied with or satisfied by Buyer hereunder on or after the date hereof and prior to the Closing.

Section 7.07     Retention of Records; Post-Closing Access to Records.

(a)     Notwithstanding anything to the contrary contained in this Agreement, the Seller and its Affiliates may retain and use, at their own expense, copies of all documents or materials transferred hereunder, in each case, which (i) are used in connection with the businesses of the Seller or its Affiliates, other than the operation of the Station, (ii) the Seller or any of its Affiliates in good faith determines that it is reasonably likely to need access to in connection with the defense (or any counterclaim, cross-claim or similar claim in connection therewith) of any Action against or by the Seller or any of its Affiliates pending or threatened as of the Closing Date, or (iii) the Seller or any of its Affiliates in good faith determines it is reasonably likely to need access to in connection with any filing, report, or investigation to or by any Governmental Authority subject, in the case of clauses (ii) and (iii), to the reasonable agreement of the parties as to maintaining the confidentiality of any such materials and information.

(b)     Notwithstanding anything to the contrary contained in this Agreement, for a period of three (3) years after the Closing Date, the Seller and its Affiliates shall maintain, and provide Buyer and its representatives reasonable access to, those records of the Seller and its Affiliates insofar as they relate to the Station Assets that relate to periods prior to the consummation of the Closing, during normal business hours and on at least ten (10) Business Days’ prior written notice (or such shorter time period as necessitated by the urgency of the underlying facts and circumstances). If the Seller or any of its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such three (3)-year period in accordance with the record retention policies of the Seller then in effect, the Seller shall, prior to such disposal, give Buyer ten (10) Business Days’ prior notice to enable Buyer, at Buyer’s expense, to segregate and remove such books and records as Buyer may select, subject to destruction of correspondence and other similar documents in the ordinary course, in accordance with customary retention policies and applicable Law.

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Section 7.08     Cooperation in Litigation. Buyer and the Seller shall (and shall cause their respective Affiliates to) reasonably cooperate with each other at the requesting party’s expense in the prosecution or defense of any Action arising from or related to the operation of the Station and involving one or more third parties. The party requesting such cooperation shall pay the reasonable out-of-pocket expenses (excluding internal costs) incurred in providing such cooperation (including reasonable legal fees and disbursements) by the party providing such cooperation and by its Affiliates and its and their officers, members, directors, employees and agents.

Section 7.09     Financial Statement Assistance.

(a)     Buyer acknowledges that Seller is a public company listed on the New York Stock Exchange and, as such, has certain financial reporting obligations under applicable Law and/or stock exchange requirements, which may require Seller to file with the Securities and Exchange Commission (“SEC”) on a Current Report on Form 8-K certain audited and unaudited  financial statements and related footnotes for the Station and other television stations being sold to Buyer and its Affiliates by Seller and its Affiliates for certain periods and pro forma financial statements of such parent company giving effect to the transaction contemplated hereby and such other acquisitions, all of which must be prepared in accordance with GAAP and the requirements of the Securities Exchange Act and the pronouncements of the SEC thereunder (the “Post-Closing Financial Statements”).

(b)     In order that Seller may comply with its obligation as described under Section 7.09(a) above, prior to and after the Closing, Buyer shall reasonably assist Seller in the preparation of the Post-Closing Financial Statements, including by, among other things,  providing reasonable access to Seller and its auditors and other representatives of Seller as reasonably necessary, to all work papers of Buyer, accounting books and records relating to the Station and the other applicable television stations during the relevant periods and to the appropriate personnel of Buyer to verify the accuracy, presentation and other matters relating to the preparation of the Post-Closing Financial Statements.

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ARTICLE VIII
EMPLOYEE MATTERS

Section 8.01     Employment

(a)     On or before the Closing Date, Buyer shall offer employment as of the Closing Date to each Employee employed immediately prior to the Closing Date, including those listed on Schedule 3.11(b), who is not on authorized or unauthorized leave of absence, sick leave, short or long-term disability leave, military leave or layoff with recall rights (“Active Employees”). Employees who are on authorized leave of absence, sick leave, short or long-term disability leave, military leave or layoff with recall rights (collectively, “Inactive Employees”) shall be offered employment by Buyer only if they return to active employment immediately following such absence within six (6) months of the Closing Date, or such later date as required under applicable Law, who accept Buyer’s offer of employment and commence employment on the applicable Employment Commencement Date are hereinafter referred to collectively as the “Transferred Employees” The “Employment Commencement Date” as referred to herein shall mean (i) as to those Transferred Employees who are Active Employees hired upon the Closing Date, the Closing Date, and (ii) as to those Transferred Employees who are Inactive Employees, the date on which the Transferred Employee begins employment with Buyer. Buyer shall employ at-will those Transferred Employees who are not Union Employees (the “Non-Union Transferred Employees”) and who do not have employment agreements with Seller (or its Affiliates) initially at a monetary compensation (consisting of base salary, and, as applicable, commission rate and normal bonus opportunity) materially comparable to those provided to similarly situated employees of Buyer immediately prior to the Employment Commencement Date. The initial terms and conditions of employment for those Non-Union Transferred Employees who have employment agreements with the Seller (or its Affiliates) shall be as set forth in such employment agreements; provided, that Buyer may require such Non-Union Transferred Employees to execute comparable new employment agreements with Buyer as a condition of employment. From the Employment Commencement Date until at least one (1) year after the Closing Date, Buyer shall provide each Non-Union Transferred Employee employed by Buyer with compensation that, in the aggregate, is no less favorable than the compensation provided to the Non-Union Transferred Employees immediately prior to the Effective Time and employee benefits that, in the aggregate, are no less favorable than the employee benefits provided by Buyer to similarly situated employees of Buyer, provided that sales commissions and bonuses based on performance may be less to the extent of changes in performance by such Non-Union Transferred Employee, to the extent such sales commissions and bonuses are based thereon; provided, however, that, except as set forth in Section 8.05, Buyer shall not be obligated to provide Transferred Employees credit for past time with respect to sick leave. Buyer agrees that Buyer shall provide severance benefits to the Transferred Employees on terms that are at least favorable to those provided to similarly situated employees of Buyer. To the extent permitted by Law, Buyer shall give Transferred Employees full credit for purposes of eligibility waiting periods and vesting, and for benefit accrual (other than benefit accrual under a defined benefit pension plan) under the employee benefit plans or arrangements or severance practices maintained by the Buyer or its Affiliates in which such Transferred Employees participate for such Transferred Employees’ service with the Seller or its Affiliates or predecessors.

(b)     Buyer shall employ those Transferred Employees that are Union Employees in accordance with the terms and conditions established in the applicable Bargaining Agreement and under applicable Law. If and to the extent any Seller has entered into or is bound by any Bargaining Agreements, Buyer and Seller shall cooperate fully in the assignment and assumption of such Bargaining Agreements and in any negotiations with respect thereto such that, as of the Closing Date, Buyer shall have (whether through such an assumption, negotiations or otherwise) the same rights and obligations with respect to the Union Employees who are Transferred Employees as Seller had immediately before such date.

Section 8.02     Savings Plan. Buyer shall cause a tax-qualified defined contribution plan established or designated by Buyer (a “Buyer’s 401(k) Plan”) to accept rollover contributions from the Transferred Employees of any account balances distributed to them by the Seller’s 401(k) Plan. Buyer shall allow any such Transferred Employees’ outstanding plan loan to be rolled into Buyer’s 401(k) Plan. The distribution and rollover described herein shall comply with applicable Law, and each party shall make all filings and take any actions required of such party by applicable Law in connection therewith. Buyer’s 401(k) Plan shall credit Transferred Employees with service credit for eligibility and vesting purposes for service recognized for the equivalent purposes under the Seller’s 401(k) Plan.

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Section 8.03     Employee Welfare Plans. The Seller shall retain responsibility for and continue to pay all medical, life insurance, disability and other welfare plan expenses and benefits for each Transferred Employee with respect to claims incurred under the terms of the Employee Plans by such Employees or their covered dependents prior to the Employment Commencement Date. Expenses and benefits with respect to claims incurred by Transferred Employees or their covered dependents on or after the Employment Commencement Date shall be the responsibility of Buyer, subject to the terms and conditions of Buyer’s welfare plans. With respect to any welfare benefit plans maintained by Buyer for the benefit of Transferred Employees on and after the Employment Commencement Date, to the extent permitted by applicable Law, Buyer shall (a) cause there to be waived any eligibility requirements or pre-existing condition limitations to the same extent waived generally by Buyer with respect to its employees and (b) give effect, in determining any deductible and maximum out-of-pocket limitations, amounts paid by such Transferred Employees with respect to similar plans maintained by the Seller.

Section 8.04     Vacation. Buyer will assume all liabilities for unpaid, accrued vacation and personal time of each Transferred Employee as of the Employment Commencement Date, giving service credit under Buyer’s vacation and personal time policy for service with the Seller and shall permit Transferred Employees to use their vacation and personal time entitlement accrued as of the Closing Date in accordance with Buyer’s policy for carrying over unused vacation and personal time. To the extent that, following the Closing Date Buyer’s policies do not permit a Transferred Employee to use any accrued and unused vacation and personal time for which Buyer has assumed the liabilities hereunder (other than as a result of such Transferred Employee’s failure to use such vacation and personal time despite his or her eligibility to do so, without adverse consequences, under Buyer’s policies), Buyer will pay such Transferred Employee for any such vacation and personal time. Service with the Seller shall be taken into account in determining Transferred Employees’ vacation and personal time entitlement under Seller’s vacation and personal time policy after the Closing Date. Notwithstanding any provision in this Agreement to the contrary, no Transferred Employee shall be entitled to receive duplicate credit for the same period of service.

Section 8.05     Sick Leave. Buyer will assume all liabilities for unpaid, accrued sick leave of each Transferred Employee as of the Employment Commencement Date, giving service credit under Buyer’s sick leave for service with the Seller, and Buyer shall grant credit to Transferred Employees for all unused sick leave accrued by such Transferred Employee on the basis of their service during the current calendar year as employees of the Seller in accordance with the Seller’s policy on sick leave.

Section 8.06     No Further Rights. Without limiting the generality of Section 13.08, nothing in this Article VIII, express or implied, is intended to confer on any Person (including any Transferred Employees and any current or former Employees of the Seller) other than the parties hereto and their respective successors and permitted assigns any rights, benefits, remedies, obligations or liabilities under or by reason of this Article VIII. Accordingly, notwithstanding anything to the contrary in this Article VIII, this Agreement is not intended to create a Contract between Buyer, the Seller and any of their respective Affiliates on the one hand and any Employee of the Seller on the other hand, and no Employee of the Seller may rely on this Agreement as the basis for any breach of contract claim against Buyer or the Seller.

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Section 8.07     Flexible Spending Plan. As of the Employment Commencement Date, the Seller shall transfer, or use commercially reasonable efforts to cause to be transferred, from the Employee Plans that are medical and dependent care account plans (each, a “Seller FSA Plan”) to one or more medical and dependent care account plans established or designated by Buyer (collectively, the “Buyer FSA Plan”) the account balances (positive or negative) of Transferred Employees, and Buyer shall be responsible for the obligations of the Seller FSA Plans to provide benefits to the Transferred Employees with respect to such transferred account balances at or after the Employment Commencement Date (whether or not such claims are incurred prior to, on or after such date). Each Transferred Employee shall be permitted to continue to have payroll deductions made as most recently elected by him or her under the applicable Seller FSA Plan. As soon as reasonably practicable following the end of the plan year for the Buyer FSA Plan, including any grace period, Buyer shall promptly reimburse Seller for benefits paid by the Seller FSA Plans to any Transferred Employee prior to the Employment Commencement Date to the extent in excess of the payroll deductions made in respect of such Transferred Employee at or prior to the Employment Commencement Date but only to the extent that such Transferred Employee continues to contribute to the Buyer FSA Plan the amount of such deficiency. This Section 8.07 shall be interpreted and administered in a manner consistent with Rev. Rul. 2002-32.

Section 8.08     Payroll Matters. The Seller and Buyer shall utilize the following procedures for preparing and filing Internal Revenue Service Forms W-2 (Wage and Tax Statements), as described in Revenue Procedure 2004-53 for Transferred Employees:

(a)     (i) The Seller shall provide all required Forms W-2 to (x) all Transferred Employees reflecting wages paid and taxes withheld by the Seller prior to the Employment Commencement Date, and (y) all other Employees and former Employees of the Seller who are not Transferred Employees reflecting all wages paid and taxes withheld by the Seller, and (ii) Buyer (or one of its Affiliates) shall provide all required Forms W-2 to all Transferred Employees reflecting all wages paid and taxes withheld by Buyer (or one of its Affiliates) on and after the Employment Commencement Date.

(b)     The Seller and Buyer shall adopt the “alternative procedure” of Revenue Procedure 2004-53 for purposes of filing Internal Revenue Service Forms W-4 (Employee’s Withholding Allowance Certificate) and W-5 (Earned Income Credit Advance Payment Certificate). Under this procedure, the Seller shall provide to Buyer all Internal Revenue Service Forms W-4 and W-5 on file with respect to each Transferred Employee and any written notices received from the Internal Revenue Service under Reg. § 31.3402(f)(2)-1(g)(5) of the Code, and Buyer will honor these forms until such time, if any, that such Transferred Employee submits a revised form.

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(c)     With respect to garnishments, tax levies, child support orders, and wage assignments in effect with the Seller on the Employment Commencement Date for Transferred Employees and with respect to which the Seller has notified Buyer in writing, Buyer shall honor such payroll deduction authorizations with respect to Transferred Employees and will continue to make payroll deductions and payments to the authorized payee, as specified by a court or order which was filed with the Seller on or before the Employment Commencement Date, to the extent such payroll deductions and payments are in compliance with applicable Law, and the Seller will continue to make such payroll deductions and payments to authorized payees as required by Law with respect to all other Employees of the Seller who are not Transferred Employees. The Seller shall, as soon as practicable after the Employment Commencement Date, provide Buyer with such information in the possession of the Seller as may be reasonably requested by Buyer and necessary for Buyer to make the payroll deductions and payments to the authorized payee as required by this Section 8.08(c).

Section 8.09     WARN Act. Buyer shall not take any action on or after the Effective Date that would cause any termination of employment of any Employees by Seller that occurs before the Closing to constitute a “plant closing” or “mass layoff” under the Worker Adjustment and Retraining Act of 1988, as amended (the “WARN Act”) or any similar state or local Law, or to create any liability to Seller for any employment terminations under applicable Law. The Assumed Liabilities shall include all liabilities with respect to any amounts (including any severance, fines or penalties) payable under or pursuant to the WARN Act or any similar state or local Law with respect to any Employees who do not become Transferred Employees as a result of Buyer’s failure to extend offers of employment or continued employment as required by Section 8.01 or in connection with events that occur from and after the Closing, and Buyer shall reimburse the Seller for any such amounts.

ARTICLE IX
TAX MATTERS

Section 9.01     Bulk Sales. The Seller and Buyer hereby waive compliance with the provisions of any applicable bulk sales law and no representations, warranty or covenant contained in this Agreement shall be deemed to have been breached as a result of such noncompliance; provided, that subject to Section 9.02, Seller shall be liable for any liability arising from such non-compliance solely in accordance with Buyer’s right to indemnification in accordance with Article XII.

Section 9.02     Transfer Taxes. All Transfer Taxes arising out of or in connection with the transactions effected pursuant to this Agreement shall be shared equally by the Seller and Buyer. The party which has the primary responsibility under applicable Law for the payment of any particular Transfer Tax, shall prepare the relevant Tax Return and notify the other party in writing of the Transfer Taxes shown on such Tax Return. Such other party shall pay the party that paid the Transfer Tax an amount equal to fifty percent (50%) of such Transfer Taxes by check or wire transfer of immediately available funds no later than the date that is the later of (i) five (5) Business Days after the date of such notice or (ii) two (2) Business Days prior to the due date for such Transfer Taxes. The Seller and Buyer shall cooperate in the preparation, execution and filing of all Transfer Tax Returns and shall cooperate in seeking to secure any available exemptions from such Transfer Taxes.

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Section 9.03     FIRPTA Certificate. The Seller shall deliver to Buyer on the Closing Date, duly completed and executed certificates of non-foreign status pursuant to section 1.1445-2(b)(2) of the Treasury regulations sufficient to exempt Buyer from the requirements of Code Section 1445(a). The sole remedy, including for purposes of Section 10.03 and Article XI or Article XII for failure to provide any such certificate shall be to permit Buyer to make any withholdings as are required pursuant to Section 1445 of the Code.

Section 9.04     Taxpayer Identification Numbers. The taxpayer identification numbers of Buyer and Seller are set forth on Schedule 9.04.

Section 9.05     Taxes and Tax Returns. The Seller shall be liable for payment of and shall prepare and properly file on a timely basis true, complete and accurate Tax Returns and other documentation for any and all Taxes incurred with respect to the Station Assets and the operation of the Station for any Pre-Closing Tax Period, and Buyer shall be liable for payment of and shall prepare and properly file on a timely basis true, complete and accurate Tax Returns and other documentation for any and all Taxes incurred with respect to the Station Assets and the operation of the Station for any Post-Closing Tax Period. Buyer shall prepare and properly file, consistent with past practice, all Tax Returns for any taxable period beginning before and ending after the Effective Time (a “Straddle Period”). Notwithstanding anything to the contrary in this Section 9.05, all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Station Assets for any Straddle Period shall be apportioned between Seller, on the one hand, and Buyer, on the other hand, based on the number of days of such period up to the Effective Time and the number of days of such period after the Effective Time, and Seller shall be liable for the proportionate amount of such Taxes that is attributable to the portion of the Straddle Period up to the Effective Time, and Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the portion of the Straddle Period beginning after the Effective Time.

Section 9.06     Purchase Price Allocation. Within 270 days after the Closing Date, the Seller shall provide to Buyer an allocation of the applicable portions of the Purchase Price among the Station Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or foreign Law, as appropriate) and Buyer and the Seller shall use such allocation in the filing of any and all Tax Returns and other relevant documents with any other Governmental Authority. The Seller shall provide Buyer with any comments on such schedule within fifteen (15) Business Days after the date thereof, and Buyer and the Seller agree to negotiate in good faith regarding the allocation of the Purchase Price (unless Buyer does not provide any comments within the time period set forth herein, in which case Seller’s proposed allocation shall be deemed final). If the parties are unable to reach agreement with respect to such allocation then the parties shall have no further obligation under this Section 9.06 and each party shall make its own determination of such allocation for financial and Tax reporting purposes.

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ARTICLE X
CONDITIONS TO CLOSING

Section 10.01     Conditions to Obligations of Buyer and Seller. The obligations of Buyer and the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following conditions:

(a)     No provision of any applicable Law and no Governmental Order shall prohibit the consummation of the Closing.

(b)     The Merger Closing shall have occurred.

(c)     The closing of the transactions contemplated by the Other Purchase Agreements shall have occurred.

(d)     The HSR Clearance shall have been obtained, if necessary.

(e)     The FCC Consent shall have been granted.

Section 10.02     Conditions to Obligations of Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following further conditions:

(a)     The representations and warranties of Buyer made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement.

(b)     Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date.

(c)     Seller shall have received a certificate dated as of the Closing Date from Buyer, executed by an authorized officer of Buyer, to the effect that the conditions set forth in this Section 10.02(a) have been satisfied.

(d)     Seller shall have received the following documents:

(i)     the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization;

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(ii)     a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and

(iii)     a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby.

(e)     Buyer shall have tendered the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement.

Section 10.03     Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following further conditions:

(a)     The representations and warranties of the Seller made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect.

(b)     Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date.

(c)     Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by an authorized officer of Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfied.

(d)     Buyer shall have received the following documents:

(i)     the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization;

(ii)     a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and

(iii)     a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and thereby.

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(e)     The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e).

(f)     The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender.

(g)     The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

ARTICLE XI
TERMINATION

Section 11.01     Termination. This Agreement may be terminated at any time prior to the Closing as follows:

(a)     by the mutual written consent of the Seller and Buyer;

(b)     either by the Seller or by Buyer:

(i)     if the Closing shall not have occurred on or before the twelve (12) month anniversary of the date of this Agreement (the “Outside Date”)¹³ so long as the terminating party is not then in breach of any of its representations, warranties, covenants or agreements contained in this Agreement to the extent that would give the other party the right not to close pursuant to Section 10.02 or Section 10.03, as the case may be;

(ii)     if the FCC denies the FCC Application and FCC counsel for the Seller and Buyer agree that the FCC Consent is not likely to be obtained by the Outside Date;

(iii)     if there shall be any Law that prohibits consummation of the transactions contemplated by this Agreement or if a Governmental Authority of competent jurisdiction shall have issued a Government Order enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement, and such Government Order shall have become final and non-appealable;

(iv)     upon the termination of the Merger Agreement; or

(v)     upon the termination of an Other Purchase Agreement pursuant to the terms thereof.

¹³ NTD: For WJAR, the Outside Date shall be 180 days from the closing of the sale of WHTM (to qualify as a 1031 exchange), the termination upon such Outside Date shall be at the option of Buyer.

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(c)     by the Seller:

(i)     upon a breach of any representation, warranty, covenant or agreement on the part of Buyer set forth in this Agreement, or if any representation or warranty of Buyer shall have become untrue, in either case such that the condition set forth in Section 10.02(a) would not be satisfied, unless such breach or untruth can be cured prior to Closing and after receipt of written notice thereof, Buyer proceeds in good faith to cure such breach or untruth as promptly as practicable; provided, that the Seller shall not have the right to terminate this Agreement pursuant to this Section 11.01(c) if the Seller is then in breach of any of its representations, warranties, covenants or agreements contained in this Agreement to an extent which would give Buyer the right not to close pursuant to Article X;

(ii)     if all of the conditions set forth in Section 10.01 and Section 10.03 have been satisfied (other than those conditions that by their nature cannot be satisfied other than at the Closing, including the condition set forth in Section 10.03(d)) and Buyer fails to consummate the transactions contemplated by this Agreement within the earlier of (i) two (2) Business Days after the date the Closing should have occurred pursuant to Section 2.08 and (ii) the later of the date the Closing should have occurred pursuant to Section 2.08 and one (1) Business Day before the Outside Date, and the Seller stood ready, willing and able to consummate the transactions contemplated by this Agreement during such period; and

(d)     by Buyer:

(i)     upon a breach of any representation, warranty, covenant or agreement on the part of the Seller set forth in this Agreement, or if any representation or warranty of Seller shall have become untrue, in either case such that the condition set forth in Section 10.03(a) would not be satisfied, unless such breach or untruth can be cured prior to Closing and after receipt of written notice thereof, the Seller proceeds in good faith to cure such breach or untruth as promptly as practicable; provided, that Buyer shall not have the right to terminate this Agreement pursuant to this Section 11.01(d) if Buyer is then in breach of any of its representations, warranties, covenants or agreements contained in this Agreement to an extent which would give the Seller the right not to close pursuant to Article X; or

(ii)     if all of the conditions set forth in Section 10.01 and Section 10.02 have been satisfied (other than those conditions that by their nature cannot be satisfied other than at the Closing) and Seller fails to consummate the transactions contemplated by this Agreement within the earlier of (i) two (2) Business Days after the date the Closing should have occurred pursuant to Section 2.08 and (ii) the later of the date the Closing should have occurred pursuant to Section 2.08 and one (1) Business Day before the Outside Date, and Buyer stood ready, willing and able to consummate the transactions contemplated by this Agreement during such period; or

(e)     The party desiring to terminate this Agreement pursuant to this Section 11.01 (other than pursuant to Section 11.01(a)) shall give written notice of such termination to the other party.

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Section 11.02     Notice of Breach.   Notwithstanding anything to the contrary in this Article, (a) neither the Seller nor Buyer shall be entitled to provide notice of termination pursuant to Section 11.01(c) or 11.01(d) unless the Seller or Buyer, as the case may be, has provided the other party notice of the particular breach that would warrant termination of this Agreement and thirty (30) days to cure such breach; and (b) notwithstanding anything in subsection (a) to the contrary, in no event shall Buyer have any cure period for any failure to pay the Purchase Price in accordance with Section 2.06.

Section 11.03     Effect of Termination.

(a)     In the event of a termination of this Agreement pursuant to Section 11.01 or Section 11.03, this Agreement (other than Section 7.02, Article XI, Article XII, and Article XIII, which shall remain in full force and effect) shall forthwith become null and void, and neither party hereto (nor any of their respective Affiliates, members, directors, officers or employees) shall have any liability or further obligation, except as provided in Sections 11.03(b) below. A termination of this Agreement shall not terminate the confidentiality rights and obligations of the parties set forth in Section 7.02 hereof.

(b)     For the avoidance of doubt, the parties hereto expressly acknowledge and agree that this Section 11.03 in no way limits or restricts a party’s ability to exercise its rights to damages relating to the termination of the Agreement terminated by Seller pursuant to Section 11.01(c)(i) or Section 11.01(c)(ii) or by Buyer pursuant to Section 11.01(d)(i) or Section 11.01(d)(ii) or exercise its right to specific performance pursuant to Section 13.11 at any time prior to the termination of this Agreement in accordance with its terms.

ARTICLE XII
SURVIVAL; INDEMNIFICATION

Section 12.01     Survival. The representations and warranties of the parties hereto contained in or made pursuant to this Agreement or in any certificate or other writing furnished pursuant hereto or in connection herewith shall survive in full force and effect until the first anniversary of the Closing Date; provided, that (a) the representations and warranties in the first and third sentences of Section 3.01, the first sentence of Section 4.01, and the representations and warranties in Section 3.02, and Section 4.02 shall survive in perpetuity, and (b) the representations and warranties in Section 3.09 shall survive for the applicable statute of limitations plus 60 days. Except as otherwise set forth in this Section 12.01, none of the covenants and agreements shall survive the Closing except to the extent any covenants and agreements contemplate performance after the Closing, such covenants and agreements shall survive until performed. No claim may be brought under this Agreement unless written notice describing in reasonable detail the nature and basis of such claim is given on or prior to the last day of the applicable survival period. In the event such notice is given, the right to indemnification with respect thereto shall survive the applicable survival period until such claim is finally resolved and any obligations thereto are fully satisfied.

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Section 12.02     Indemnification by Buyer.

(a)     Subject to Section 12.01, Buyer shall indemnify against and hold harmless the Seller, its Affiliates and their respective employees, officers, members, and representatives (collectively, the “Seller Indemnified Parties”) from, and will promptly defend any Seller Indemnified Party from and reimburse any Seller Indemnified Party for, any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind (including any Action brought by any Governmental Authority or Person and including reasonable attorneys’ fees and expenses reasonably incurred) (collectively, “Losses”), which any Seller Indemnified Party may at any time suffer or incur, or become subject to, as a result of or in connection with:

(i)     Buyer’s breach of any of its representations or warranties contained in this Agreement (each such breach, a “Buyer Warranty Breach”);

(ii)     any breach or nonfulfillment of any agreement, obligation, or covenant of Buyer under the terms of this Agreement; and

(iii)     the Assumed Liabilities (which include assumption of the Assumed Contracts).

(b)     Notwithstanding any other provision to the contrary, Buyer shall not be required to indemnify and hold harmless any Seller Indemnified Party pursuant to Section 12.02(a): (i) unless such Seller Indemnified Party has asserted a claim with respect to such matters within the applicable survival period set forth in Section 12.01 and (ii) only if and only to the extent the aggregate amount of Seller Indemnified Parties’ Losses resulting from Buyer Warranty Breaches is in excess of $750,000 (the “Deductible”); provided, that the cumulative indemnification obligation of Buyer under this Section 12.02(b) shall in no event exceed ten percent (10%) of the Purchase Price (the “Cap”); provided further, that neither the Deductible nor the Cap shall apply in the case of any indemnification under clause (ii) and (iii) of Section 12.02(a); provided further, that in the case of any indemnification under clauses (ii) and (iii) of Section 12.02(a) that the cumulative indemnification obligation of Buyer under this Section 12.02(b) shall in no event exceed the amount of the Purchase Price.

(c)     Notwithstanding Section 12.02(b) above, on and as of the date that is six (6) months following the Closing, the Cap shall be reduced to an amount equal to (x) five percent (5%) of the Purchase Price plus (y) the amount of any claims by the Seller Indemnified Parties for indemnification under this Agreement outstanding and unpaid as of such date, if any, pursuant to the terms and subject to the conditions set forth in this Agreement. On the date that is twelve (12) months following the Closing, the Cap shall be reduced to the amount of any claims by the Seller Indemnified Parties for indemnification under this Agreement outstanding and unpaid as of such date, if any, pursuant to the terms and subject to the conditions set forth in this Agreement.

Section 12.03     Indemnification by Seller.

(a)     Subject to Section 12.01, the Seller shall indemnify against and hold harmless Buyer, its Affiliates, and each of their successors and permitted assigns, and their respective employees, officers, directors and representatives (collectively, the “Buyer Indemnified Parties”) from, and will promptly defend any Buyer Indemnified Party from and reimburse any Buyer Indemnified Party for, any and all Losses which such Buyer Indemnified Party may at any time suffer or incur, or become subject to, as a result of or in connection with:

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(i)     The Seller’s breach of, any of the representations or warranties contained in this Agreement (each such breach, a “Seller Warranty Breach”);

(ii)     any breach or nonfulfillment of any agreement or covenant of the Seller under the terms of this Agreement; and

(iii)     the Excluded Liabilities and the Excluded Assets, including any liability under any tolling agreement entered into pursuant to Section 7.01(b).

(b)     Notwithstanding any other provision to the contrary, the Seller shall not be required to indemnify and hold harmless any Buyer Indemnified Party pursuant to Section 12.03(a): (i) unless such Buyer Indemnified Party has asserted a claim with respect to such matters within the applicable survival period set forth in Section 12.01 and (ii) only for the aggregate amount of Buyer Indemnified Parties’ Losses resulting from Seller Warranty Breaches in excess of the Deductible; provided, that the cumulative indemnification obligation of Seller for Seller Warranty Breaches shall in no event exceed the Cap; provided further, that neither the Deductible nor the Cap shall apply in the case of any indemnification under clauses (ii) and (iii) of Section 12.03(a); provided further, that in the case of any indemnification under clauses (ii) and (iii) of Section 12.03(a) that the cumulative indemnification obligation of the Seller under this Section 12.03(b) shall in no event exceed the Purchase Price received by the Seller.

(c)     Notwithstanding Section 12.03(b) above, on and as of the date that is six (6) months following the Closing Date, the Cap shall be reduced to an amount equal to (x) five percent (5%) of the Purchase Price plus (y) the amount of any claims by the Buyer Indemnified Parties for indemnification under this Agreement outstanding and unpaid as of such date, if any, pursuant to the terms and subject to the conditions set forth in this Agreement. On the date that is twelve (12) months following the Closing, the Cap shall be reduced to the amount of any claims by the Buyer Indemnified Parties for indemnification under this Agreement outstanding and unpaid as of such date, if any, pursuant to the terms and subject to the conditions set forth in this Agreement.

Section 12.04     Notification of Claims.

(a)     A party entitled to be indemnified pursuant to Section 12.02 or Section 12.03 (the “Indemnified Party”) shall promptly notify the party liable for such indemnification (the “Indemnifying Party”) in writing of any claim or demand that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement; provided, that a failure to give prompt notice or to include any specified information in any notice will not affect the rights or obligations of either party hereunder except and only to the extent that, as a result of such failure, any party that was entitled to receive such notice was damaged as a result of such failure. Subject to the Indemnifying Party’s right to defend in good faith third party claims as hereinafter provided, the Indemnifying Party shall satisfy its obligations under this Article XII within thirty (30) days after the receipt of written notice thereof from the Indemnified Party.

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(b)     If the Indemnified Party shall notify the Indemnifying Party of any claim pursuant to Section 12.04(a), the Indemnifying Party shall have the right to employ counsel of its choosing to defend any such claim asserted by any third party against the Indemnified Party for so long as the indemnifying party shall continue in good faith to diligently defend against such claim. The Indemnified Party shall have the right to participate in the defense of any such claim at its own expense. The Indemnifying Party shall notify the Indemnified Party in writing, as promptly as possible (but in any case five (5) Business Days before the due date for the answer or response to a claim) after the date of the notice of claim given by the Indemnified Party to the Indemnifying Party under Section 12.04(a) of its election to defend in good faith any such third party claim. So long as the Indemnifying Party is defending in good faith any such claim asserted by a third party against the Indemnified Party, the Indemnified Party shall not settle or compromise such claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, and the Indemnified Party shall make available to the Indemnifying Party or its agents all records and other material in the Indemnified Party’s possession reasonably required by it for its use in contesting any third party claim. Regardless of whether the Indemnifying Party elects to defend any such claim, the Indemnified Party shall have no obligation to do so. In the event (i) the Indemnifying Party elects not to defend such claim; or (ii) the Indemnifying Party elects to defend such claim but fails to diligently defend such claim in good faith, the Indemnified Party shall have the right to conduct the defense thereof and to settle or compromise such claim or action without the consent of the Indemnifying Party, except that with respect to the settlement or compromise of such a claim, the Indemnified Party shall not settle or compromise any such claim without the consent of the Indemnifying Party (such consent not to be unreasonably withheld), unless the Indemnifying Party is given a full and complete release of any and all liability by all relevant parties relating thereto and has no obligation to pay any damages.

Section 12.05     Net Losses; Subrogation; Mitigation.

(a)     Notwithstanding anything contained herein to the contrary, the amount of any Losses incurred or suffered by an Indemnified Party shall be calculated after giving effect to (i) any insurance proceeds received by the Indemnified Party (or any of its Affiliates) with respect to such Losses and (ii) any recoveries obtained by the Indemnified Party (or any of its Affiliates) from any other third party, in each case, net of the costs and expenses incurred in obtaining such proceeds and recoveries. Each Indemnified Party shall exercise commercially reasonable efforts to obtain such proceeds, benefits and recoveries (collectively, “Proceeds”). If any such Proceeds are received by an Indemnified Party (or any of its Affiliates) with respect to any Losses after an Indemnifying Party has made a payment to the Indemnified Party with respect thereto, the Indemnified Party (or such Affiliate) shall pay to the Indemnifying Party the amount of such Proceeds (up to the amount of the Indemnifying Party’s payment). With respect to any Losses incurred or suffered by an Indemnified Party, the Indemnifying Party shall have no liability for any Losses to the extent that the same Losses have already been recovered by the Indemnified Party from the Indemnifying Party(because the Indemnified Party may only recover once in respect of the same Loss).

(b)     Upon making any payment to an Indemnified Party in respect of any Losses, the Indemnifying Party shall, to the extent of such payment, be subrogated to all rights of the Indemnified Party (and its Affiliates) against any third party in respect of the Losses to which such payment relates. Such Indemnified Party (and its Affiliates) and Indemnifying Party shall execute upon request all instruments reasonably necessary to evidence or further perfect such subrogation rights.

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(c)     Buyer and the Seller shall use commercially reasonable efforts to mitigate any Losses, whether by asserting claims against a third party or by otherwise qualifying for a benefit that would reduce or eliminate an indemnified matter; provided, that neither party shall be required to use such efforts if they would be detrimental in any material respect to such party.

Section 12.06     Computation of Indemnifiable Losses. Any calculation of Losses for purposes of this Article XII shall be (a) reduced to take account of any net Tax benefit actually realized by the Indemnified Party arising from the deductibility of any such Loss in the year such Loss is incurred; and (b) increased to take account of any net Tax liability actually realized by the Indemnified Party arising from the receipt or accrual of any indemnity obligation hereunder; provided, that the mitigation provisions hereof shall not require either party to take any action with respect to any Tax filing or claim, even if such filing or claim would likely result in a net Tax benefit. To the extent permitted by applicable Law, all indemnity payments made pursuant to this Agreement shall be treated by the parties hereto as an adjustment to the Purchase Price.

Section 12.07     Exclusive Remedies. In the event the transactions contemplated by this Agreement are consummated, the indemnification provisions of this Article XII shall be the sole and exclusive remedies of Buyer and the Seller for any breach of the representations or warranties or nonperformance of any covenants and agreements of Buyer or the Seller contained in this Agreement or any Ancillary Agreement, and neither party shall have any liability to the other party under any circumstances for special, indirect, consequential, punitive or exemplary damages or lost profits, diminution in value or any damages based on any type of multiple of earnings of any Indemnified Party; provided, that nothing contained in this Agreement shall relieve or limit the liability of either party from any liability or Losses arising out of or resulting from fraud or intentional breach in connection with the transactions contemplated in this Agreement or the Ancillary Agreements; provided, that, notwithstanding any statement in this section to the contrary, in no event shall either party’s liability to other for any cause exceed the amount of the Purchase Price.

ARTICLE XIII
GENERAL PROVISIONS

Section 13.01     Expenses. Except as may be otherwise specified herein, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred.

Section 13.02     Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed to have been duly delivered and received (a) on the date of personal delivery, (b) on the date of transmission (with written confirmation of receipt), if sent by facsimile, or (c) one (1) Business Day after having been dispatched via a nationally-recognized overnight courier service, to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 13.02):

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If to Seller:

Media General, Inc.

333 E. Franklin Street

Richmond, VA 23219

Attention: President

With a copy: attention: General Counsel

Fax: (804) 887-7021

If to Buyer:

Sinclair Broadcast Group, Inc.

10706 Beaver Dam Road

Cockeysville, Maryland 21030

Attention: President

With a copy: attention: General Counsel

Fax: (410) 568-1537

Section 13.03     Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 13.04     Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced because of the application of any Law or the regulations and policies of any Governmental Authority or the decision by any Governmental Authority of competent jurisdiction (including any court), all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to either party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Section 13.05     Entire Agreement. This Agreement and the Ancillary Agreements constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, between the Seller and Buyer with respect to the subject matter hereof and thereof, except as otherwise expressly provided herein.

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Section 13.06     Successors and Assigns.

(a)     This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Neither party may assign its rights under this Agreement without the other party’s prior written consent; provided, that Buyer may assign all or any portion of its rights and obligations hereunder to an Affiliate of Buyer upon written notice to Seller if, but only if, (i) such assignment is made before the filing of the FCC Application and any filling required under the HSR Act, (ii) the assignee can make the representations and warranties of Buyer in Section 4.06 hereof without any qualification or exception and without any need for waiver of the multiple ownership rules in the FCC Rules, (iii) Buyer reasonably determines that such third party is eligible pursuant to the Communications Act, FCC Rules, HSR Act, and any other Antitrust Law to be the assignee of the designated Station Assets, (iv) Buyer shall remain liable for all of its obligations hereunder, and (v) Buyer provides Seller with a copy of any document executed by such assignee within ten (10) Business Days of execution.

(b)     Each of the Seller and Buyer shall have the right to assign its respective rights under this Agreement (but without release of its respective obligations herein and without release of the other party’s obligations herein) to a third party who may act as a “qualified intermediary” or an “exchange accommodation titleholder” with respect to this Agreement in accordance with the provisions of Section 1031 of the Code, the Treasury Regulations promulgated thereunder, and any corresponding state or local income Tax Laws (such assignment and related transactions, a “Like-Kind Exchange”). If either party elects to engage in a Like-Kind Exchange, the party so electing (the “Electing Party”) shall notify the other party of its election in writing no later than five (5) days prior to the Closing, identifying those Station Assets that it intends to qualify as part of the Like-Kind Exchange. The Electing Party shall bear its own expenses in connection with any such election to engage in a Like-Kind Exchange. Each of Seller and Buyer, as the case may be, shall cooperate fully with the Electing Party, and take any action reasonably requested in writing by the Electing Party, in connection with enabling the transactions to qualify in whole or in part as a Like-Kind Exchange; provided, however, that such actions do not impose any liabilities, including any unreimbursed monetary obligations or costs, on Seller or Buyer and does not release Buyer or Seller from its obligations under this Agreement, as the case may be, and that the Electing Party shall promptly reimburse the other party for any third-party costs reasonably incurred in connection with such election, including as the result of any subsequent review of such election by any Governmental Authority or any attendant Tax consequences.

Section 13.07     No Recourse. Notwithstanding any of the terms or provisions of this Agreement, neither the Seller nor Buyer, nor any Person acting on either party’s behalf, may assert any Action against any employee, officer, director, member, Representative or trustee of the other party or stockholder, member or trustee of such other party in connection with or arising out of this Agreement or the transactions contemplated hereby.

Section 13.08     No Third-Party Beneficiaries. Except as expressly provided in this Agreement, this Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

59 

Section 13.09     Amendments and Waivers.

(a)     This Agreement may not be amended or modified except by an instrument in writing signed by the Seller and Buyer.

(b)     At any time prior to the Closing, either party may (i) extend the time for the performance of any obligation or act required by the other party hereto, (ii) waive any inaccuracies in the representations and warranties of the other party hereto contained herein or in any document delivered pursuant hereto, or (iii) waive compliance by the other party hereto with any of the agreements or conditions contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby.

(c)     No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law.

Section 13.10     Governing Law; Jurisdiction. The construction and performance of this Agreement shall be governed by, and construed in accordance with, the Law of the State of Delaware without regard to its principles of conflict of Law. The exclusive forum for the resolution of any disputes arising hereunder shall be the Delaware Chancery Court, and each party hereto irrevocably submits to the exclusive jurisdiction of such courts in any such Action and irrevocably waives the reference of an inconvenient forum to the maintenance of any such Action. Notwithstanding the foregoing, neither party will bring any Action, whether in law or in equity, whether in contract or in tort or otherwise, against the lenders of the Seller or Buyer relating to this Agreement or any of the transactions contemplated by this Agreement, including but not limited to any dispute arising out of any commitment letter or the performance thereof, in any forum other than the Delaware Chancery Court or, if under applicable Law exclusive jurisdiction is vested in the Federal courts, the United States District Court located in Delaware (and appellate courts thereof). 

13.11     Specific Performance. The parties agree that, notwithstanding anything in this Agreement to contrary, each party would suffer irreparable damage for which monetary damages, even if available, would not be an adequate remedy in the event that the other party fails to fulfill its obligation under this Agreement to consummate the transactions contemplated by this Agreement in accordance with its terms. In such event, the non-breaching party shall be entitled (in addition to any other remedy available at law or equity) to specific performance and other equitable relief to enforce the other party’s obligations under this Agreement without posting bond or other security. In the event that the non-breaching party seeks a decree of specific performance or other equitable relief to enforce the other party’s obligations under this Agreement, the other party shall waive the defense that the non-breaching party has an adequate remedy at law. In addition to the foregoing, the non-breaching party shall be entitled to prompt payment on demand from the other party of the reasonable attorneys’ fees and costs incurred by the non-breaching party in enforcing its rights under this Section.

60 

Section 13.12     WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING BUT NOT LIMITED TO ANY ACTION ARISING OUT OF OR RELATED TO ANY FINANCING FOR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 13.13     Counterparts. This Agreement may be executed in counterparts, each of which when executed shall be deemed to be an original but both of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or e-mail shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 13.14     No Presumption. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 13.15     Disclosure Schedules.

(a)     The matters reflected in the disclosure schedules (the “Schedules”) shall not be deemed to constitute an acknowledgment by Seller that the matter is required to be disclosed by the terms of this Agreement and may include certain items and information solely for informational purposes.

(b)     If and to the extent any information required to be furnished in any section of the Schedules is contained in the Agreement or in any section of the Schedules, such information shall be deemed to be included in all sections of the Schedules to the extent that the relevance of any such information to any other section of the Schedules is readily apparent from the text of such disclosure. The Seller has disclosed the information contained in the Schedules solely for purposes of the Agreement, and no information contained therein shall be deemed to be an admission by any party thereto to any third party of any matter whatsoever, including any violation of Law or breach of any agreement referenced therein. The headings of the Schedules are for convenience of reference only and shall not be deemed to alter or effect the description of the sections of these Schedules as set forth in the Agreement.

[SIGNATURE PAGE FOLLOWS]

 61

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

Media General Operations, Inc.
By:	/s/ James F. Woodward
	Name: James F. Woodward
	Title: Senior Vice President & Chief
	Financial Officer

[Signature Page to WJAR Providence APA]

Harrisburg Television, Inc.
By:	/s/ Chris Ripley
	Name: Chris Ripley
	Title: CFO

[Signature Page to WJAR Providence APA]

EX-10

Exhibit 10.2

EXECUTION VERSION

ASSET PURCHASE AGREEMENT

for the SALE of TELEVISION STATIONS

WLUK GREEN BAY APPLETON, WISCONSIN

and

WCWF GREEN BAY APPLETON, WISCONSIN

by and among

Mercury New Holdco, Inc.

LIN Television Corporation

on the one hand,

and

Harrisburg Television, Inc.

on the other hand

August 20, 2014

TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01	Definitions	1
Section 1.02	Terms Generally	8
ARTICLE II
PURCHASE AND SALE
Section 2.01	Purchase and Sale	9
Section 2.02	Excluded Assets	10
Section 2.03	Assumed Liabilities	12
Section 2.04	Excluded Liabilities	12
Section 2.05	Assignment of Contracts and Rights	13
Section 2.06	Purchase Price	14
Section 2.07	Reserved	14
Section 2.08	Closing	14
Section 2.09	General Proration	15
Section 2.10	Multi-Station Contracts	18
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER
Section 3.01	Seller Existence and Power	19
Section 3.02	Seller Authorization	19
Section 3.03	Governmental Authorization	19
Section 3.04	FCC and Programming Distribution Matters	20
Section 3.05	Taxes	21
Section 3.06	Tangible Personal Property	22
Section 3.07	Real Property	23
Section 3.08	Contracts	24
Section 3.09	Environmental	26
Section 3.10	Intangible Property	26
Section 3.11	Employees; Labor Matters; Employee Benefit Plans	27
Section 3.12	Insurance	30
Section 3.13	Compliance with Law; Permits	30
Section 3.14	Litigation	30
Section 3.15	Financial Statements	30
Section 3.16	No Undisclosed Liabilities	30
Section 3.17	Absence of Changes	31
Section 3.18	No Brokers	31
Section 3.19	Related Party Transactions	31
Section 3.20	All Assets	31

i 

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER
Section 4.01	Existence and Power	31
Section 4.02	Corporate Authorization	32
Section 4.03	Governmental Authorization	32
Section 4.04	Noncontravention	32
Section 4.05	Absence of Litigation	32
Section 4.06	Qualifications	33
Section 4.07	Brokers	33
Section 4.08	Financing	33
Section 4.09	Projections and Other Information	33
Section 4.10	Solvency	34
ARTICLE V
COVENANTS OF SELLER
Section 5.01	Operations Pending Closing	34
Section 5.02	No Negotiation	37
Section 5.03	No-Hire	37
Section 5.04	Interim Reports	38
Section 5.05	Additional Seller Party	38
ARTICLE VI
COVENANTS OF BUYER
Section 6.01	Access to Information	38
Section 6.02	Accounts Receivable	38
Section 6.03	Termination of Rights to the Names and Marks	40
Section 6.04	Insurance Policies	41
Section 6.05	Title Commitments; Surveys	41
Section 6.06	No-Hire	41
ARTICLE VII
JOINT COVENANTS
Section 7.01	Commercially Reasonable Efforts; Further Assurances	41
Section 7.02	Confidentiality	43
Section 7.03	Certain Filings; Further Actions	43
Section 7.04	Control Prior to Closing	43
Section 7.05	Public Announcements	43
Section 7.06	Notices of Certain Events	44
Section 7.07	Retention of Records; Post-Closing Access to Records	44
Section 7.08	Cooperation in Litigation	45
Section 7.09	Financial Statement Assistance	45

ii 

ARTICLE VIII
EMPLOYEE MATTERS
Section 8.01	Employment	46
Section 8.02	Savings Plan	47
Section 8.03	Employee Welfare Plans	47
Section 8.04	Vacation	47
Section 8.05	Sick Leave	48
Section 8.06	No Further Rights
Section 8.07	Flexible Spending Plan	48
Section 8.08	Payroll Matters	48
Section 8.09	WARN Act	49
ARTICLE IX
TAX MATTERS
Section 9.01	Bulk Sales	49
Section 9.02	Transfer Taxes	50
Section 9.03	FIRPTA Certificate	50
Section 9.04	Taxpayer Identification Numbers	50
Section 9.05	Taxes and Tax Returns	50
Section 9.06	Purchase Price Allocation	51
ARTICLE X
CONDITIONS TO CLOSING
Section 10.01	Conditions to Obligations of Buyer and Seller	51
Section 10.02	Conditions to Obligations of Seller	51
Section 10.03	Conditions to Obligations of Buyer	52
ARTICLE XI
TERMINATION
Section 11.01	Termination	53
Section 11.02	Notice of Breach	55
Section 11.03	Effect of Termination	55
ARTICLE XII
SURVIVAL; INDEMNIFICATION
Section 12.01	Survival	56
Section 12.02	Indemnification by Buyer	56
Section 12.03	Indemnification by Seller	57
Section 12.04	Notification of Claims	58
Section 12.05	Net Losses; Subrogation; Mitigation	59
Section 12.06	Computation of Indemnifiable Losses	59
Section 12.07	Exclusive Remedies	60

iii 

ARTICLE XIII
GENERAL PROVISIONS
Section 13.01	Expenses	60
Section 13.02	Notices	60
Section 13.03	Headings	61
Section 13.04	Severability	61
Section 13.05	Entire Agreement	61
Section 13.06	Successors and Assigns	61
Section 13.07	No Recourse	62
Section 13.08	No Third-Party Beneficiaries	62
Section 13.09	Amendments and Waivers	62
Section 13.10	Governing Law; Jurisdiction	63
Section 13.11	Specific Performance	63
Section 13.12	WAIVER OF JURY TRIAL	63
Section 13.13	Counterparts	63
Section 13.14	No Presumption	64
Section 13.15	Disclosure Schedules	64
Exhibit A-1	Form of Bill of Sale
Exhibit A-2	Form of Assignment and Assumption of FCC Licenses
Exhibit A-3	Form of Assignment of Intangible Property
Exhibit A-4	Form of Assignment and Assumption Agreement
Exhibit A-5	Form of Assignment and Assumption of Real Property Leases
Exhibit A-6	Form of Transition Services Agreement

iv 

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this “Agreement”) dated as of August 20, 2014, is by and among Mercury New Holdco, Inc., a Virginia corporation (the “Seller” or “MEG Holding”), LIN Television Corporation (“LIN”), a Delaware corporation and a wholly-owned subsidiary of LIN Media (as defined below), and Harrisburg Television, Inc., a Pennsylvania corporation (“Buyer”).

RECITALS

WHEREAS, Media General, Inc., a Virginia corporation (“MEG”), and the Seller are party to that certain Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of March 21, 2014, by and among MEG, the Seller, Mercury Merger Sub 1, Inc., a Virginia corporation and a wholly-owned subsidiary of the Seller, Mercury Merger Sub 2, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Seller, and LIN Media LLC, a Delaware limited liability company (“LIN Media”), pursuant to which MEG and LIN Media and their respective direct and indirect Subsidiaries will become direct and/or indirect Subsidiaries of Seller;

WHEREAS, Buyer or its Affiliate and Seller or its Affiliate have entered into purchase agreements (each an “Other Purchase Agreement”) relating to the television stations KXRM-TV and KXTU-LD, WJAR-TV, WTTA-TV, and WTGS-TV;

WHEREAS, LIN, together with certain of its direct and indirect Subsidiaries (collectively, the “LIN Companies”), own and operate the television broadcast stations WLUK Green Bay Appleton, Wisconsin and WCWF Green Bay Appleton, Wisconsin (each a “Station” and together, the “Stations”), pursuant to certain authorizations issued by the Federal Communications Commission (the “FCC”);

WHEREAS, pursuant to the terms and subject to the conditions set forth in this Agreement, the Seller desires to, or cause its Affiliates to, sell and transfer to Buyer, and Buyer desires to purchase and assume from the Seller or Seller’s Affiliates, certain of the assets used in the operation of the Stations and certain of the liabilities related thereto; and

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth in this Agreement, Buyer and the Seller hereby agree as follows:

ARTICLE I
DEFINITIONS

Section 1.01     Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Accounting Firm” means (a) an independent certified public accounting firm in the United States of national recognition mutually acceptable to the Seller and Buyer or (b) if the Seller and Buyer are unable to agree upon such a firm, then the regular independent auditors for the Seller and Buyer shall mutually agree upon a third independent certified public accounting firm, in which event, “Accounting Firm” shall mean such third firm.

“Accounts Receivable” means all accounts receivable (other than accounts receivable relating to Tradeout Agreements or film and program barter agreements), and all rights to receive payments under any notes, bonds and other evidences of indebtedness and all other rights to receive payments, arising out of sales occurring in the operation of either or both of the Stations prior to the Effective Time for services performed (e.g., the actual broadcast of commercials sold) or delivered by either or both of the Stations prior to the Effective Time.

“Action” means, any legal or administrative claim, suit, action, complaint, charge, arbitration or other proceeding by or before any Governmental Authority.

“Affiliate” means, with respect to a specified Person, any Person or member of a group of Persons acting together that, directly or indirectly, through one or more intermediaries, controls, or is controlled by or is under common control with, the specified Person. As used in this definition, the term “control” (including the terms “controlling,” “controlled by” and “under common control with”) shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Ancillary Agreements” means any certificate, agreement, document or other instrument to be executed and delivered in connection with the transactions contemplated by this Agreement.

“Antitrust Laws” means the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other federal, state and foreign, if any, Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

“ASCAP” means the American Society of Composers, Authors and Publishers.

“Balance Sheet Date” means June 30, 2014.

“Bargaining Agreement” means the collective bargaining agreements set forth on Schedule 3.11(a).

“BMI” means Broadcast Music, Inc.

“Business” shall mean the business and operation of the Stations.

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed (or actually closed) in the City of New York.

“Cash and Cash Equivalents” means those items which would be required by GAAP to be included as “cash” or “cash equivalents” on a consolidated balance sheet of the Seller as of the Effective Time.

“Code” means the Internal Revenue Code of 1986, as amended.

2

“Communications Act” means, collectively, the Communications Act of 1934, as amended, the Telecommunications Act of 1996, and the Children’s Television Act of 1990 (including FCC Rules and any other rules and regulations promulgated under each of the foregoing), in each case, as in effect from time to time.

“Confidentiality Agreement” means the non-disclosure agreement between Media General, Inc. and Sinclair Television Group, Inc., dated as of April 24, 2014.

“Contracts” means contracts, agreements, leases, non-governmental licenses, sales and purchase orders and other agreements (including Real Property Leases, Revenue Leases and employment agreements), written or oral (including any amendments or modifications thereto).

“Copyrights” means all copyrights and copyright applications and registrations therefor owned by the Seller, the LIN Companies or any of their respective Affiliates and used primarily in connection with the Business.

“Effective Time” means 12:01 a.m., Green Bay time, on the Closing Date.

“Employee(s)” means, individually or collectively, the full-time, part-time and per diem persons employed by the Seller or any of its Affiliates (including the LIN Companies) immediately prior to the Closing who are then engaged in the operation of either of the Stations, including those listed on Schedule 3.11(b) , other than Excluded Employees.

“Environmental Laws” means any Law in effect on the date of this Agreement whether local, state, or federal relating to: (a) Releases or threatened Releases of Hazardous Materials into the environment; (b) the use, treatment, storage, disposal, handling, discharging or shipment of Hazardous Material; (c) the regulation of storage tanks; or (d) otherwise relating to pollution or protection of human health, occupational safety and the environment.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Estimated Adjustment” means, with respect to the Estimated Settlement Statement, an amount equal to the Buyer Prorated Amount minus the Seller Prorated Amount, which amount shall be expressed as a positive or negative number.

“Excluded Employee(s)” means, any employee of the Seller, the LIN Companies or their respective Affiliates whose principal work location is not either or both of the Stations or whose employment responsibilities relate substantially to the corporate operations of the Seller or Other Seller Stations, in each case as of immediately prior to the Closing, and the employees denoted on Schedule 3.11(b) as “Excluded Employees”.

“FCC” means the Federal Communications Commission.

“FCC Consent” means the FCC’s initial consent to the assignment of each of the FCC Licenses identified on Schedule 3.04(a) from the Seller or its Affiliate to Buyer or its Affiliate.

3

“FCC Licenses” means the licenses, permits and other authorizations, including any temporary waiver or special temporary authorization and any renewals thereof or any transferable pending application therefor, relating to the Stations, issued by the FCC, each of which existing as of the date hereof is identified on Schedule 3.04(a).

“FCC Rules” means the published rules and policies of the FCC.

“Final Adjustment” means, with respect to the Final Settlement Statement, an amount equal to the Buyer Prorated Amount minus the Seller Prorated Amount, which amount shall be expressed as a positive or negative number.

“GAAP” means United States generally accepted accounting principles as in effect on the Balance Sheet Date, consistently applied.

“Governmental Authority” shall mean and include any court or tribunal or administrative, governmental or regulatory body, agency, commission, board, legislature, instrumentality, division, department, public body or other authority of any nation or government or any political subdivision thereof, whether foreign or domestic and whether national, supranational, state or local.

“Governmental Consents” shall collectively mean the FCC Consent and HSR Clearance, if necessary.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Hazardous Material” means hazardous or toxic wastes, chemicals, substances, constituents, pollutants or related material, whether solids, liquids, or gases, defined or regulated under § 101(14) of CERCLA; the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq.; the Safe Drinking Water Act, 42 U.S.C. §§ 300(f) et seq.; the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. §§ 1251 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq.; the Occupational Safety and Health Act of 1970, 29 U.S.C. §§ 651 et seq.; or any similar applicable federal, state or local Environmental Laws.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder.

“Income Taxes” means income, franchise, doing business and similar taxes.

“Indebtedness” means, with regard to any Person, any liability or obligation, whether or not contingent, (a) in respect of borrowed money or evidenced by bonds, monies, debentures, or similar instruments or upon which interest payments are normally made, (b) for the payment of any deferred purchase price of any property, assets or services (including pursuant to capital leases) but excluding trade payables and Program Rights Obligations, (c) guaranties, direct or indirect, in any manner, of all or any part of any Indebtedness of any Person, (d) all obligations under acceptance, standby letters of credit or similar facilities, (e) all matured obligations to purchase, redeem, retire, defease or otherwise make any payment in respect of any membership interests, shares of capital stock or other ownership or profit interest or any warrants, rights or options to acquire such membership interests, shares or such other ownership or profit interest, (f) all accrued interest of all obligations referred to in (a) – (e) and (g) all obligations referred to in (a) – (f) of a third party secured by any Lien on property or assets.

4

“Intellectual Property” means all intellectual property rights in or arising from any of the following: call letters, Trademarks, trade names, service marks, patents, inventions, Trade Secrets, know-how, Internet domain names, websites, web content, databases, software programs or applications (including user-applications), Copyrights, programs and programming material, jingles, slogans and logos and all goodwill, if any, associated therewith.

“IRS” means the United States Internal Revenue Service.

“Knowledge of Seller” means the actual personal knowledge of the CEO, CFO and General Counsel (or Person holding a similar position) of LIN and the general manager or chief engineer (or Person holding a similar position, but not consultant) of the Station.

“Law” means any United States (federal, state, local) or foreign law, constitution, treaty, statute, ordinance, regulation, rule, code, order, judgment, injunction, writ or decree.

“Lien” means, with respect to any property or asset, any mortgage, lien, pledge, charge, easement, right of way, restrictive covenant, encroachment, security interest or encumbrance of any kind whatsoever, whether voluntarily incurred or arising by operation of Law or otherwise, in respect of such property or asset.

“Market” means the “Designated Market Area,” as determined by The Nielsen Company, of the Stations.

“Material Adverse Effect” means any event, state of facts, circumstance, development, change, effect or occurrence (an “Effect”) that, individually or in the aggregate with any other Effect, has had or would reasonably be expected to have a materially adverse effect on (a) the business, properties, assets, financial condition or results of operations of the Stations, or (b) the ability of the Seller to perform its obligations under this Agreement, excluding in all respects any Effects resulting from (i) conditions in the economy of the United States generally, including changes in the United States or foreign credit, debt, capital or financial markets (including changes in interest or exchange rates) or the economy of any town, city or region or country in which either of the Stations conducts business, (ii) general changes or developments in the broadcast television industry, (iii)  the execution and delivery of this Agreement, the announcement of this Agreement and the transactions contemplated hereby, the consummation of the transactions contemplated hereby, the compliance with the terms of this Agreement or the taking of any action required by this Agreement or consented to by Buyer, (iv) earthquakes, hurricanes, tornadoes, natural disasters or global, national or regional political conditions, including hostilities, military actions, political instability, acts of terrorism or war or any escalation or material worsening of any such hostilities, military actions, political instability, acts of terrorism or war existing or underway as of the date hereof, (v) any failure, in and of itself, by the Seller, MEG, the LIN Companies or either or both of the Stations to meet any internal or published projections, forecasts or revenue or earnings predictions for any period ending on or after the date of this Agreement (provided, however, that the underlying causes of such failure (subject to other provisions of this definition) shall not be excluded, (vi)  any breach by Buyer of its obligations under this Agreement or (vii) changes in Law or GAAP or the interpretation thereof.

5

“Merger Closing” means the closing of the transaction contemplated by the Merger Agreement.

“Merger Transaction” means the transaction contemplated by the Merger Agreement.

“Multiemployer Plan” means a multiemployer pension plan, within the meaning of Section 4001(a)(3) of ERISA, to which each of the LIN Companies or any of their Affiliates, prior to the Merger Closing, or the Seller or any of its Affiliates, following the Merger Closing, contribute or is required to contribute to, as it relates to the Stations, or under which any of the LIN Companies, Seller or any of their respective Affiliates has or may have any liability or obligation under, on behalf of current or former employees of the LIN Companies, Seller or any of their respective Affiliates, as it relates to the Stations.

“Other Seller Stations” means any broadcast station or business unit of the Seller or any of its Affiliates or the LIN Companies, other than the Stations.

“Permitted Liens” means, as to any Station Asset, (a) Liens for Taxes not yet due and payable or which are being contested in good faith by appropriate proceeding and for which appropriate reserves have been established on the books and records of the Seller, the LIN Companies or any of their respective Affiliates in accordance with GAAP, (b) the terms and conditions of any Real Property Leases, (c) zoning and similar Laws that are not materially violated by any existing improvement or that do not prohibit the use of the real property covered by any Real Property Lease as currently used in the operation of the Stations; (d) any right reserved to any Governmental Authority to regulate the affected property (including restrictions stated in any permits); (e) in the case of any leased Station Asset, (i) the rights of any lessor under the applicable lease agreement or any Lien granted by any lessor, (ii) any statutory Lien for amounts that are not yet due and payable or are being contested in good faith and for which appropriate reserves have been created on the books and records of the Seller, the LIN Companies any of their respective Affiliates in accordance with GAAP, (iii) any subleases, and (iv) the rights of the grantor of any easement or any Lien granted by such grantor on such easement property; (f) easements, rights of way, restrictive covenants and other encumbrances, encroachments or other similar matters affecting title that do not materially adversely affect title to the property subject thereto or materially impair the continued use of the property in the ordinary course of operating the Stations as currently operated; (g) inchoate materialmens’, mechanics’, workmen’s, repairmen’s or other like Liens arising in the ordinary course of business for amounts that are not yet due and payable or that are being contested in good faith by appropriate proceedings and for which appropriate reserves have been created on the books and records of the Seller, the LIN Companies any of their respective Affiliates in accordance with GAAP and that are not resulting from any breach, violation or default by the LIN Companies, the Seller or any of their respective Affiliates of any Assumed Contract or applicable Law; (h) Liens that will be discharged prior to or simultaneously with the Closing; (i) any state of facts an accurate survey would show, provided same does not render title unmarketable or prevent the Real Property being utilized in substantially the same manner as currently used; and (j) pledges or deposits to secure obligations under workers’ compensation Laws or similar Laws or to secure public or statutory obligations and which pledges or deposits are reflected on the books and records of the Seller, the LIN Companies or any of their respective Affiliates to the extent required by GAAP.

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“Person” means any natural person, general or limited partnership, corporation, limited liability company, firm, association, trust or other legal entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Post-Closing Tax Period” means any Tax period (or portion thereof) beginning and ending after the Effective Time.

“Pre-Closing Tax Period” means any Tax period (or portion thereof) ending on or prior to the Effective Time.

“Program Rights” means all rights either or both of the Stations to broadcast television programs or shows as part of their respective programming, including all film and program barter agreements, sports rights agreements, news rights or service agreements, affiliation agreements and syndication agreements.

“Program Rights Obligations” means all obligations in respect of the purchase, use, licenses or acquisition of programs, programming materials, films and similar assets used in the ordinary course of the operation of either or both of the Stations consistent with past practice which relate to the utilization of the Program Rights.

“Release” means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into the environment (including ambient air, surface water, groundwater, land surface or subsurface strata) or within any building, structure, facility or fixture.

“Revenue Leases” means those leases, subleases, licenses or other occupancy agreements used in the operation of either or both of the Stations (including any and all assignments, amendments and other modifications of such leases, subleases, licenses and other occupancy agreements), pertaining to the use or occupancy of the Owned Real Property or Leased Real Property (including but not limited to towers or space on towers) where the Seller, the LIN Companies or any of their respective Affiliates holds an interest as landlord, licensor, sublandlord or sublicensor.

“SESAC” means SESAC, Inc.

“Subsidiary” means, with respect to any Person who is not a natural person, any corporation, limited liability company, partnership, association, trust or other entity of which securities or other ownership interests representing fifty percent (50%) or more of the equity or fifty percent (50%) or more of the ordinary voting power (or, in the case of a limited partnership, fifty percent (50%) or more of the general partnership interests) are, as of such date, owned by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.

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“Tax” or “Taxes” means all federal, state, local or foreign income, excise, gross receipts, ad valorem, sales, use, employment, franchise, profits, gains, property, transfer, payroll, intangible or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding) imposed by a Governmental Authority, together with any interest and any penalties, additions to tax or additional amounts imposed with respect thereto.

“Tax Returns” means all returns and reports (including elections, declarations, disclosures, schedules, estimates and information returns) required to be supplied to a Tax authority relating to Taxes.

“Trade Secrets” mean all proprietary information of the Seller, the LIN Companies any of their respective Affiliates that is not generally known and is used primarily in the Business, as to which reasonable efforts have been made to prevent unauthorized disclosure, and which provides a competitive advantage to those who know or use it.

“Trademarks” shall mean all trade names, trademarks, service marks, trade dress, jingles, slogans, logos, other source or business identifiers, trademark and service mark registrations and trademark and service mark applications owned by the LIN Companies, the Seller or any of their respective Affiliates and used primarily in the Business, including those set forth on Schedule 3.10, and the goodwill appurtenant thereto.

“Tradeout Agreement” means any Contract, other than film and program barter agreements, pursuant to which the LIN Companies, the Seller any of their respective Affiliates has agreed to sell or trade commercial air time or commercial production services of either or both of the Stations in consideration for any property or service in lieu of or in addition to cash.

“Transfer Taxes” means all excise, sales, use, value added, registration stamp, recording, documentary, conveying, franchise, property, transfer, gains and similar Taxes, levies, charges and fees.

Section 1.02     Terms Generally. (a) Words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires, (b) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including the Schedules and exhibits hereto) and not to any particular provision of this Agreement unless the context expressly conveys otherwise, (c) the word “including” and words of similar import when used in this Agreement means “including, without limitation,” unless otherwise specified, and (d) the conjunctive shall include the disjunctive and vice versa.

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ARTICLE II
PURCHASE AND SALE

Section 2.01     Purchase and Sale. Pursuant to the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from the Seller and the Seller agrees to sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer at the Closing, free of all Liens other than Permitted Liens, all of the right, title and interest of the Seller and its Affiliates in, to and under all of the assets, Contracts and properties, whether tangible or intangible, other than the Excluded Assets, in each case as and to the extent located at the Stations or used primarily in the operation of either or both of the Stations, including the following assets, Contracts and properties, as the same shall exist on the date of this Agreement and not disposed of in accordance with Section 5.01 and all similar assets, Contracts and properties acquired by the LIN Companies, the Seller or their respective Affiliates between the date hereof and the Closing to the extent located at or used primarily in the operation of the Stations (collectively, the “Station Assets”):

(a)     All Owned Real Property and Real Property Leases;

(b)     all Tangible Personal Property;

(c)     all rights under all Contracts used in the operation of either or both of the Stations to which the LIN Companies, the Seller or any of their Affiliates is a party that (i) are listed on Schedule 3.08(a), (ii) are not required by the terms thereof to be listed on Schedule 3.08(a) to the extent used in connection with the operation of the Stations, (iii) may result from the television broadcasting industry-wide negotiations with SESAC, ASCAP and BMI, (iv) are referenced in other subsections to this Section 2.01 or the corresponding Section in the Schedules, or (v) are entered into after the date hereof by the LIN Companies, the Seller or any of their Affiliates pursuant to the terms and subject to the conditions of Section 5.01 to the extent used in connection with the operation of the Stations (collectively, the “Assumed Contracts”) with the understanding that Assumed Contracts shall in no event include Excluded Contracts;

(d)     all prepaid expenses and deposits (other than prepaid Income Taxes) to the extent that the Seller receives an appropriate credit in the Buyer Prorated Amount;

(e)     all of the rights, claims, credits, causes of action or rights of set-off of the LIN Companies, the Seller or any of their respective Affiliates against third parties relating to the Station Assets, including unliquidated rights under manufacturers’ and vendors’ warranties, in each case only to the extent Buyer or any of its Affiliates incurs Losses relating thereto and occurring after the Effective Time;

(f)     all Intangible Property;

(g)     all Internet web sites and related agreements, content and databases and domain name registrations used primarily in the operation of either or both of the Stations, as set forth on Schedule 3.10;

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(h)     the FCC Licenses, along with all material transferable municipal, state and federal franchises, licenses, permits, franchises, certificates, approvals and other authorizations issued by any Governmental Authority other than the FCC used primarily in the operation of the Stations (collectively, the “Permits”);

(i)     all prepayments under advertising sales contracts for committed air time for advertising on either or both of the Stations that has not been aired prior to the Closing Date;

(j)     to the extent relating exclusively to the operation of the Stations, all information and data, sales and business records, books of account, files, invoices, inventory records, general financial, accounting and real and personal property and sales and use Tax records (but excluding all other Tax records), personnel and employment records for Transferred Employees (to the extent permitted by Law) and all engineering information, sales and promotional literature, manuals and data, sales and purchase correspondence, lists of present and former suppliers and lists of present and former customers, quality control records and manuals, blueprints, litigation and regulatory files, and all other books, documents and records (including, without limitation, all electronic data relating to either or both of the Stations, including current and historical electronic data relating to their respective traffic and historical financial information wherever that information is located);

(k)     to the extent relating primarily to the operation of either or both of the Stations, all management and other systems (including computers and peripheral equipment), databases, computer software, computer disks and similar assets, and all licenses and rights in relation thereto; and

(l)     all other items listed on Schedule 2.01(l).

Section 2.02     Excluded Assets. The following assets and properties of the Seller and its Affiliates (the “Excluded Assets”) shall not be acquired by Buyer and are excluded from the Station Assets:

(a)     all of the Cash and Cash Equivalents of the LIN Companies, the Seller or any of their Affiliates;

(b)     all bank and other depository accounts of the Seller, the LIN Companies or any of their Affiliates;

(c)     insurance policies relating to either or both of the Stations, and all claims, credits, causes of Action or rights, including rights to insurance proceeds, thereunder;

(d)     all interest in and to refunds of Taxes relating to Pre-Closing Tax Periods or the other Excluded Assets;

(e)     any cause of action or claim relating to any event or occurrence prior to the Effective Time (other than as specified in Schedule 2.02(e));

(f)     all Accounts Receivable;

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(g)     intercompany accounts receivable and intercompany accounts payable of the Seller and its Affiliates;

(h)     all (i) books, records, files and papers, whether in hard copy or computer format, relating to the preparation of this Agreement or the transactions contemplated hereby, (ii) all minute books and company records of the LIN Companies, the Seller or any of their Affiliates and (iii) duplicate copies of records of the Stations;

(i)     all rights of Seller arising under this Agreement, the Ancillary Agreements or the transactions contemplated hereby and thereby;

(j)     any Station Asset sold or otherwise disposed of prior to Closing as permitted hereunder;

(k)     Contracts that are not Assumed Contracts including, but not limited to, Contracts identified on Schedule 2.02(k) (collectively, the “Excluded Contracts”);

(l)     other than as specifically set forth in Article VIII, any Employee Plan and any assets of any Employee Plan sponsored by the Seller, the LIN Companies or any of their Affiliates;

(m)     all Tax records, other than real and personal property and sales and use Tax records;

(n)     those assets which are listed on Schedule 2.02(n);

(o)     all of the Seller’s rights, title and interest in and to (i) the Seller’s name, service names and trade names (including, without limitation, the names “Media General” or “LIN Media”), (ii) all URLs and internet domain names consisting of or containing any of the foregoing; and (iii) any variations or derivations of, or marks confusingly similar to, any of the foregoing; and

(p)     all real and personal, tangible and intangible assets of the Seller, the LIN Companies and their Affiliates that are used in connection with the operation of either or both of the Stations but are neither located at nor used primarily with respect to either or both of the Stations;

(q)     any rights under any non-transferable shrink-wrapped or click-wrapped licenses of computer software and any other non-transferable licenses of computer software used in the operation of either or both of the Stations;

(r)     all capital stock or other equity securities of the Seller or Subsidiaries of the Seller or any of its Affiliates and all other equity interests in any entity that are owned beneficially or of record by the Seller or its Affiliates; and

(s)     all other assets of the LIN Companies, the Seller or their respective Affiliates to the extent not used primarily in the operation of either or both of the Stations, including any assets of the Seller, the LIN Companies and their respective Affiliates used in the operations of Other Seller Stations.

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Section 2.03     Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Buyer will assume, pay and perform only the following liabilities of the Seller, the LIN Companies and their respective Affiliates (the “Assumed Liabilities”):

(a)     the liabilities and obligations arising with, or relating to, the operation of either or both of the Stations, including the owning or holding of the Station Assets, on and after the Effective Time; and

(b)     any liability or obligation to the extent of the amount of credit received by Buyer under Section 2.09(a) with respect thereto; and

(c)     all liabilities and obligations relating to the Business or the Station Assets arising out of Environmental Laws, whether or not presently existing, except for liabilities and obligations that are required to be disclosed on Schedule 3.09, but which are not so disclosed;

(d)     all liabilities with respect to Transferred Employees and Employee Plans, in each case which are expressly assumed under Article VIII.

Section 2.04     Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement:

(a)     any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a);

(b)     any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received;

(c)     the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c);

(d)     any liability or obligation relating to or arising out of any of the Excluded Assets;

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(e)     any liability with respect to Excluded Employees and Employees who are not Transferred Employees;

(f)     any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05;

(g)     any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date;

(h)     the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder);

(i)     any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time;

(j)     any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and

(k)     any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreements.

Section 2.05     Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Station Asset or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Station Asset or in any way adversely affect the rights of Buyer or the Seller or any of their respective Affiliates thereunder. The Seller and Buyer shall use their commercially reasonable efforts to obtain such consents after the execution of this Agreement until each such consent is obtained. If any such consent is not obtained prior to the Closing Date, the Seller and Buyer shall use their commercially reasonable efforts to obtain such consent as soon as possible after the Closing Date. The Seller and Buyer will cooperate in a mutually-agreeable arrangement under which Buyer will obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, occupancy and use agreements or sub-leasing to Buyer or its Affiliates and enforcement by the Seller for the benefit of Buyer or its Affiliates, as applicable, of any and all rights of the Seller and its Affiliates against a third party thereto. Notwithstanding the foregoing, none of the Seller, Buyer or any of their respective Affiliates shall be required to pay consideration to any third party to obtain any consent.

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Section 2.06     Purchase Price. In consideration for the sale of the Station Assets, Buyer shall, at the Closing, in addition to assuming the Assumed Liabilities, pay to the Seller the sum of $70.0 million (the “Purchase Price”), by wire transfer of immediately available federal funds pursuant to wire instructions that the Seller shall provide to Buyer.

Section 2.07     Reserved.

Section 2.08     Closing.

(a)     The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at a location agreed upon by Buyer and the Seller on a date which shall not be later than the fifth (5th) Business Day following the satisfaction or waiver of all of the closing conditions set forth in Article X hereof (other than those required to be satisfied at Closing, but subject to the satisfaction or waiver of such conditions at Closing) (such date, the “Closing Date”).

(b)     Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following closing transactions

(i)     Buyer shall deliver to the Seller:

(1)     the certificate described in Section 10.02(a);

(2)     the documents described in Section 10.02(d);

(3)     the cash Purchase Price in accordance with Section 2.06 by wire transfer of immediately available federal funds; and

(4)     such other documents and instruments as the Seller reasonably determines to be necessary to sell the Station Assets and for Buyer to assume the Assumed Liabilities.

(ii)     The Seller shall deliver, or cause to be delivered, to Buyer:

(1)     the certificate described in Section 10.03(a);

(2)     the documents described in Section 10.03(d);

(3)     a duly executed Bill of Sale, substantially in the form of Exhibit A-1 annexed hereto;

(4)     a duly executed special warranty deed for each Owned Real Property from the Seller or its Affiliate;

(5)     such other documents and instruments as Buyer reasonably determines to be necessary for it acquire the Station Assets and assume the Assumed Liabilities.

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(iii)     The Seller and Buyer shall execute and deliver to each other:

(1)     a duly executed Assignment and Assumption of FCC Licenses, substantially in the form of Exhibit A-2 annexed hereto;

(2)     a duly executed Assignment and Assumption of Intangible Property, substantially in the form of Exhibit A-3 annexed hereto, if any owned and registered Intangible Property is included in the Station Assets;

(3)     a duly executed Assignment and Assumption Agreement, substantially in the form of Exhibit A-4 annexed hereto;

(4)     a duly executed Assignment and Assumption Agreement for the Real Property Leases, substantially in the form of Exhibit A-5 annexed hereto, or, in the event that necessary consents to assignment have not been obtained prior to the Closing, appropriate subleases, occupancy or use agreements pursuant to Section 2.05 hereof;

(5)     a duly executed Transition Services Agreement, substantially in the form of Exhibit A-6 annexed hereto; and

(6)     such other documents as set forth in Section 10.02 and Section 10.03.

Section 2.09     General Proration.

(a)     All Station Assets that would be classified as current assets in accordance with GAAP, and all Assumed Liabilities that would be classified as current liabilities in accordance with GAAP, shall be prorated between Buyer and the Seller as of the Effective Time, including by taking into account the elapsed time or consumption of an asset during the month in which the Effective Time occurs (respectively, the “Prorated Station Assets” and the “Prorated Assumed Liabilities”). Such Prorated Station Assets and Prorated Assumed Liabilities relating to the period prior to the Effective Time shall be for the account of the Seller and those relating to the period on and after the Effective Time for the account of Buyer and shall be prorated accordingly. In accordance with this Section 2.09, (i) Buyer shall be required to pay to the Seller the amount of any Prorated Station Asset previously paid for by the Seller or the LIN Companies, to the extent Buyer will receive a current benefit on and after the Effective Time with the understanding that such amount should not have been recognized as an expense in accordance with GAAP prior to the Effective Time (the “Buyer Prorated Amount”); and (ii) the Seller shall be required to pay to Buyer the amount of any Prorated Assumed Liabilities to the extent they arise with respect to the operation of either or both of the Stations prior to the Effective Time and are not assumed or paid for by the Seller (the “Seller Prorated Amount”). Such payment by Buyer or the Seller, as the case may be, shall be made within ten (10) Business Days after the Final Settlement Statement becomes final and binding upon the parties.

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(b)     The prorations contemplated by this section shall include all FCC regulatory fees, utility expenses, liabilities and obligations under Contracts (including all Contracts relating to Program Rights), rents and similar prepaid and deferred items, reimbursable expenses and all other expenses and obligations, such as deferred revenue and prepayments and sales commissions, attributable to the ownership and holding of the Station Assets or the operation of either or both of the Stations that straddles the period before and after the Effective Time. Notwithstanding anything in this Section 2.09, (i) there shall be no proration with respect to Tradeout Agreements for the sale of time for goods or services assumed by Buyer, and (ii) proration with respect to Taxes shall be governed exclusively by Section 9.05.

(c)     Thirty percent of accrued vacation and personal time for Transferred Employees that is assumed by Buyer and actually granted to Transferred Employees shall be included as a credit to Buyer in the prorations. There shall be no proration for sick leave.

(d)     At least three (3) Business Days prior to the Closing Date, the Seller shall provide Buyer with a good faith estimate of the prorations contemplated by this Section 2.09 (the “Estimated Settlement Statement”). Any payment required to be made by either party pursuant to such preliminary estimate shall be made by the appropriate party at the Closing in accordance therewith. The Seller will afford Buyer reasonable access to all records and work papers used in preparing the Estimated Settlement Statement, and Buyer shall notify the Seller of any good faith disagreement with such calculation within two (2) Business Days of receiving the Estimated Settlement Statement. At the Closing, (i) Buyer shall be required to pay to the Seller the amount equal to the Estimated Adjustment if the Estimated Adjustment is a positive number or (ii) the Seller shall be required to pay to Buyer the amount equal to the absolute value of the Estimated Adjustment if the Estimated Adjustment is a negative number.

(e)     Within ninety (90) days after the Closing Date, Buyer shall prepare and deliver to the Seller a proposed proration of assets and liabilities in the manner described in this Section 2.09 (the “Settlement Statement”) setting forth the Seller Prorated Amount and the Buyer Prorated Amount, together with a schedule setting forth, in reasonable detail, the components thereof.

(f)     The Seller shall provide reasonable access to such employees, books, records, financial statements, and its independent auditors as Buyer reasonably believes is necessary or desirable in connection with its preparation of the Settlement Statement.

(g)     During the sixty (60)-day period following the receipt of the Settlement Statement, the Seller and its independent auditors shall be permitted to review and make copies reasonably required of (i) the financial statements relating to the Settlement Statement, (ii) the working papers relating to the Settlement Statement, (iii) the books and records relating to the Settlement Statement, and (iv) any supporting schedules, analyses and other documentation relating to the Settlement Statement.

(h)     The Settlement Statement shall become final and binding upon the parties (and thereby deemed to be the “Final Settlement Statement”) on the 120^th day following delivery thereof, unless the Seller gives written notice of its disagreement with the Settlement Statement (the “Notice of Disagreement”) to Buyer prior to such date. The Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If a Notice of Disagreement is given to Buyer within such 120-day period, then the Settlement Statement (as revised in accordance with clause (i) or (ii) below) shall become the Final Settlement Statement on the earlier of (i) the date Buyer and Seller resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm as provided herein.

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(i)     Within ten (10) Business Days after the Settlement Statement becomes the Final Settlement Statement, (i) Buyer shall be required to pay to the Seller the amount, if any, by which the Final Adjustment is higher than the Estimated Adjustment or (ii) the Seller shall be required to pay to Buyer the amount, if any, by which the Estimated Adjustment is higher than the Final Adjustment, as the case may be. All payments made pursuant to this Section 2.09(i) must be made via wire transfer in immediately available funds to an account designated by the recipient party, together with interest thereon at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the Effective Time to the date of actual payment.

(j)     Notwithstanding the foregoing, in the event that the Seller delivers a Notice of Disagreement, the Seller or Buyer, as applicable, shall within ten (10) Business Days of the receipt of the Notice of Disagreement make payment to the other by wire transfer in immediately available funds of such undisputed amount owed by the Seller or Buyer to the other, as the case may be, together with interest thereon, calculated as described above.

(k)     During the thirty (30)-day period following the delivery of a Notice of Disagreement to Buyer that complies with the preceding paragraphs, Buyer and the Seller shall seek in good faith to resolve in writing any differences they may have with respect to the matters specified in the Notice of Disagreement. During such period (i) Buyer and its independent auditors, at Buyer’s sole cost and expense, shall be, and the Seller and its independent auditors, at Seller’s sole cost and expense, shall be, in each case permitted to review and make copies reasonably required of (w) the financial statements reflecting the operation of the Stations, in the case of Buyer, and Buyer, in the case of the Seller, relating to the Notice of Disagreement, (x) the working papers of the Seller, in the case of Buyer, and Buyer, in the case of the Seller, and such other party’s auditors, if any, relating to the Notice of Disagreement, (y) the books and records of the Seller, in the case of Buyer, and Buyer, in the case of the Seller, relating to the Notice of Disagreement, and (z) any supporting schedules, analyses and documentation relating to the Notice of Disagreement; and (ii) the Seller, in the case of Buyer, and Buyer, in the case of the Seller, shall provide reasonable access, upon reasonable advance notice and during normal business hours, to such employees of such other party and such other party’s independent auditors, as such first party reasonably believes is necessary or desirable in connection with its review of the Notice of Disagreement.

(l)     If, at the end of such thirty (30)-day period, Buyer and the Seller have not resolved such differences, Buyer and the Seller shall submit to the Accounting Firm for review and resolution any and all matters that remain in dispute and that were properly included in the Notice of Disagreement. Within sixty (60) days after selection of the Accounting Firm, Buyer and the Seller shall submit their respective positions to the Accounting Firm, in writing, together with any other materials relied upon in support of their respective positions. Buyer and the Seller shall use commercially reasonable efforts to cause the Accounting Firm to render a decision resolving the matters in dispute within thirty (30) days following the submission of such materials to the Accounting Firm. The determination of the Accounting Firm shall be final and binding on the parties and enforceable in any court of competent jurisdiction. Except as specified in the following sentence, the cost of any arbitration (including the fees and expenses of the Accounting Firm) pursuant to this Section 2.09 shall be borne by Buyer and the Seller in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportional allocations shall also be determined by the Accounting Firm at the time it renders its determination. The fees and expenses (if any) of Buyer’s independent auditors and attorneys incurred in connection with the review of the Notice of Disagreement shall be borne by Buyer, and the fees and expenses (if any) of the Seller’s independent auditors and attorneys incurred in connection with their review of the Settlement Statement shall be borne by the Seller.

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Section 2.10     Multi-Station Contracts. In the event that one or more Other Seller Stations is party to, or has rights or obligations with respect to, an Assumed Contract (a “Multi-Station Contract”), the rights and obligations under such Multi-Station Contract that are assigned to and assumed by Buyer (and included in the Station Assets and Assumed Liabilities, as the case may be) shall include only those rights and obligations under such Multi-Station Contract that are applicable to either or both of the Stations. The rights of each Other Seller Station with respect to such Contract and the obligations of each Other Seller Station to such Contract shall not be assigned to and assumed by Buyer (and shall be Excluded Assets and Excluded Liabilities, as applicable). For purposes of determining the scope of the rights and obligations of the Multi-Station Contracts, the rights and obligations under each Multi-Station Contract shall be equitably allocated among (1) the Stations, on the one hand, and (2) the Other Seller Stations, on the other hand, in accordance with the following equitable allocation principles:

(a)     any allocation set forth in the Multi-Station Contract shall control;

(b)     if there is no allocation in the Multi-Station Contract as described in clause (a) hereof, then any reasonable allocation previously made by the LIN Companies, the Seller or their respective Affiliates in the ordinary course of business and disclosed on Schedule 2.10(b) shall control;

(c)     if there is no reasonable allocation as described in clause (b) hereof, then the quantifiable proportionate benefits and obligations to be received and performed, as the case may be, by the Seller and Buyer and their respective Affiliates after the Effective Time (to be determined by mutual good faith agreement of the Seller and Buyer) shall control; and

(d)     if there are no quantifiable proportionate benefits and obligations as described in clause (c) hereof, then reasonable accommodation (to be determined by mutual good faith agreement of the Seller and Buyer) shall control.

(e)     Subject to any applicable third-party Consents, such allocation and assignment with respect to any Multi-Station Contract shall be effectuated, at the election of the Seller, by termination of such Multi-Station Contract in its entirety with respect to the Stations and the execution of new contracts with respect to the Stations or by an assignment to and assumption by Buyer of the related rights and obligations under such Multi-Station Contract. The parties shall use commercially reasonable efforts to obtain any such new contracts or assignments to, and assumptions by, Buyer in accordance with this Section 2.10 and Section 2.05; provided, that, completion of documentation of any such allocation under this Section 2.10 is not a condition to Closing unless such Multi-Station Contract is listed on and disclosed on Schedule 10.03(e).

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ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER

The Seller and LIN represent and warrant to Buyer as follows:

Section 3.01     Seller Existence and Power. The Seller is duly organized, validly existing and in good standing under the laws of the state of its organization. The Seller is qualified to do business and is in good standing in each jurisdiction where such qualification is necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. Immediately following the Merger Closing, the Seller shall have the requisite power and authority to own and hold the Station Assets and to operate the Stations as currently operated.

Section 3.02     Seller Authorization.

(a)     The execution and delivery by the Seller of this Agreement and the Ancillary Agreements (to which the Seller is or will be a party), the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby are within the Seller’s organizational powers and have been duly authorized and approved by all requisite organizational action by the Seller, and no other organizational action on the part of the Seller is necessary to authorize and approve the execution, delivery and performance by the Seller of this Agreement and the Ancillary Agreements (to which the Seller is or will be a party) and the consummation by the Seller of the transactions contemplated hereby and thereby.

(b)     This Agreement has been, and the Ancillary Agreements (to which the Seller is or will be a party) will be, duly executed and delivered by the Seller. This Agreement (assuming due authorization, execution and delivery by Buyer) constitutes, and each Ancillary Agreement (to which Seller is or will be a party) will constitute when executed and delivered by a the Seller, the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity).

Section 3.03     Governmental Authorization. The execution, delivery and performance by the Seller of this Agreement and each Ancillary Agreement (to which the Seller is or will be a party) and the consummation of the transactions contemplated hereby and thereby require no material action by or in respect of, or filing with or notification to, any Governmental Authority other than (a) the FCC Consent and DOJ approval to the Merger Transaction and (b) the Governmental Consents.

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Section 3.04     FCC and Programming Distribution Matters

(a)     Schedule 3.04(a) sets forth a true and complete list of the FCC Licenses and the holders thereof, which FCC Licenses constitute all of the FCC Licenses of the Stations. The FCC Licenses are in full force and effect and have not been revoked, suspended, canceled, rescinded or terminated, and have not expired. Except as set forth on Schedule 3.04(a), the FCC Licenses (i) have been issued for the full terms customarily issued by the FCC for each class of station and (ii) are not subject to any condition, except for those conditions appearing on the face of the FCC Licenses and conditions generally applicable to each class of station.

(b)     Each of the Stations has been operated in compliance with the Communications Laws and the FCC Licenses in all material respects and has paid or caused to be paid all FCC regulatory fees due in respect of the Stations. All material registrations and reports required to have been filed with the FCC relating to the FCC Licenses have been filed and the construction of all facilities or changes contemplated by any of the FCC Licenses or construction Permits issued to modify the FCC Licenses have been completed. There is not pending, nor, to the Knowledge of Seller, threatened, any action by or before the FCC to revoke, suspend, cancel, rescind or materially adversely modify any of the FCC Licenses (other than proceedings to amend FCC rules of general applicability), nor is there issued or outstanding, by or before the FCC, any order to show cause, notice of violation, notice of apparent liability, or order of forfeiture against either or both of the Stations, or the Seller, the LIN Companies or any of their respective Affiliates with respect to the Stations that would reasonably be expected to result in any such action. Except as set forth on Schedule 3.04(b) and other than proceedings affecting broadcast stations generally, there are no material applications, petitions, proceedings or other material actions or complaints pending or, to the Knowledge of Seller, threatened before the FCC relating to either or both of the Stations. Except as set forth on Schedule 3.04(b) and except for tolling agreements that may be entered into pursuant to the Merger Transaction or Section 7.01(b), neither the Seller nor the LIN Companies has (i) entered into a tolling agreement or otherwise waived any statute of limitations relating to either or both of the Stations during which the FCC may assess any fine or forfeiture or take any other action or (ii) agreed to any extension of time with respect to any FCC investigation or proceeding.

(c)     Except as set forth on Schedule 3.04(c), immediately following the Merger Closing, the Seller will be qualified under the Communications Laws to transfer, or cause to be transferred, the FCC Licenses to Buyer. Except as set forth on Schedule 3.04(c), to the Knowledge of Seller, there are no facts or circumstances relating to either or both of the Stations, the LIN Companies or the Seller that would reasonably be expected to (i) result in the FCC’s refusal to grant the FCC Consent, (ii) materially delay the receipt of the FCC Consent. The Seller has no reason to believe that the FCC Applications might be challenged or might not be granted by the FCC in the ordinary course due to any fact or circumstance relating to the Seller, the LIN Companies, the Business or the FCC Licenses.

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(d)     None of the Seller or the LIN Companies is, with respect to either or both of the Stations, a party to any local marketing agreement, time brokerage agreement, joint sales agreement or other similar agreement (collectively, a “Sharing Agreement”).

(e)     Schedule 3.04(e) contains, as of the date hereof, (i) a list of all retransmission consent agreements or any other carriage agreement, with multi-channel video programming distributors, including cable systems, telephone companies and direct broadcast satellite systems (together, “MVPDs”) with more than 10,000 subscribers with respect to the Stations, and (ii) a list of the MVPDs that, to the Knowledge of Seller, carry either of the Stations and have more than 10,000 subscribers with respect to each such Station outside such Station’s Market. The LIN Companies are party to retransmission consent agreements with respect to each MVPD with more than 10,000 subscribers in either Station’s Market. To the Knowledge of Seller, since October 1, 2011 and until the date hereof, except as set forth on Schedule 3.04(e), (x) no headend with more than 10,000 subscribers covered by an MVPD in the Stations’ Market has provided written notice to the Seller or the LIN Companies of any material signal quality issue or has failed to respond to a request for carriage or, to the Knowledge of Seller, sought any form of relief from carriage of either Station from the FCC and (y) neither the Seller nor the LIN Companies has received any written notice from any MVPD with more than 5,000 subscribers in the Stations’ Market of such MVPD’s intention to delete either or both of the Stations from carriage or to change either or both of the Stations’ channel position.

Section 3.05     Taxes.

(a)     Except as set forth on Schedule 3.05(a), all material Tax Returns have been filed (including, but not limited to, sales and use returns) required to be filed with respect to the Station Assets, all such Tax Returns are correct and complete in all material respects and prepared in substantial compliance with all applicable Laws, and the LIN Companies and the Seller have or will have timely paid all such Taxes due and owing by it with respect to the Station Assets (whether or not shown on any Tax Return) except which either (i) constitute Excluded Liabilities or (ii) are disclosed on Schedule 3.05(a). None of the Station Assets are subject to any Lien in favor of the United States pursuant to Section 6321 of the Code for nonpayment of federal Taxes, or any Tax Lien in favor of any state or municipality pursuant to any comparable provision of state or local Law, or any other U.S. federal, state or local Tax Law under which transferee liability might be imposed upon Buyer as a buyer of the Station Assets.

(b)     There are no material Liens against the Station Assets in respect of any Taxes, other than with respect to Taxes not yet due and payable.

(c)     There is no material Action pending or, to the Knowledge of Seller, threatened by any Governmental Authority for assessment or collection of any Taxes of any nature affecting the Station Assets.

(d)     Except as set forth on Schedule 3.05(d), neither the LIN Companies nor the Seller are currently the beneficiary of any extension of time within which to file any material Tax Return relating to the Station Assets or the Business.

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(e)     To the Knowledge of Seller, there is no material dispute or claim concerning any Tax liability relating to the Station Assets or the operation of the Stations by the LIN Companies or the Seller which has been claimed or raised by any Governmental Authority in writing.

(f)     Neither the LIN Companies nor the Seller has (i) waived any statute of limitations in respect of material Taxes relating to the Station Assets or the operation of either or both of the Stations or (ii) agreed to any extension of time with respect to a material Tax assessment or deficiency which extension is currently in effect relating to the Station Assets or the operation of either or both of the Stations.

(g)     All Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party that relate to the Business have been withheld and paid in full.

(h)     No Tax allocation, Tax sharing or Tax indemnity or similar agreement or arrangement, or power of attorney with respect to any Tax matter, is currently in force with respect to the Station Assets or the Business that would, in any manner, bind, obligate, or restrict Buyer.

(i)     No notice or inquiry from any jurisdiction where Tax Returns are not currently filed with respect to the Station Assets or the Business has been received to the effect that such filings may be required or that the Station Assets or the Business may otherwise be subject to taxation by such jurisdiction.

Section 3.06     Tangible Personal Property.

(a)     Schedule 3.06(a) contains a list of all material items of equipment, transmitters, antennas, cables, towers, vehicles, furniture, fixtures, spare parts and other tangible personal property of every kind and description that will be owned or held for use by the Lin Companies and, immediately following the Merger Closing, by the Seller or its Affiliates in connection with the Business, except for any retirements or dispositions thereof made between the date hereof and the Closing in accordance with Article V (the “Tangible Personal Property”). Except as set forth on Schedule 3.06(a), immediately prior to the Closing, the Seller or its Affiliates will have good and valid title to the Tangible Personal Property free and clear of all Liens (other than Permitted Liens).

(b)     Except as set forth on Schedule 3.06(b), all material items of Tangible Personal Property are in good operating condition, ordinary wear and tear excepted and have been maintained in accordance with normal industry practice.

(c)     Immediately following the Merger Closing, no Person other than the Seller or its Affiliates will have any rights to use any of the Tangible Personal Property, whether by lease, sublease, license or other instrument, other than set forth on Schedule 3.06(c).

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Section 3.07     Real Property.

(a)     Schedule 3.07(a) contains a list of all real property (including any appurtenant easements, buildings, structures, fixtures and other improvements thereon) that is owned in fee simple by the LIN Companies, and immediately following the Merger Closing will be owned in fee simple by the Seller or its Affiliates, in each case, in connection with the Business (collectively, the “Owned Real Property”) and the principal use for such real property.

(b)     Schedule 3.07(b) contains a list of all material contracts, agreements and leases (collectively, “Real Property Leases”) pursuant to which the LIN Companies, and immediately following the Merger Closing the Seller or its Affiliates, leases, licenses or sublicenses real property (including any appurtenant easements, buildings, structures, fixtures and other improvements thereon) in connection with the Business (collectively, the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”) as lessee, licensee or sublicensee, as applicable.

(c)     Except as set forth on Schedule 3.07(c), the LIN Companies have, and immediately prior to the Closing the Seller or its Affiliate will have good and marketable fee simple title to the Owned Real Property, in each case free and clear of Liens, other than Permitted Liens. Except as set forth on Schedule 3.07(c), immediately prior to the Closing, the Seller will not be obligated under, nor will be a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any of the Owned Real Property or any portion thereof or interest therein.

(d)     With respect to the Real Property, there is no (i) pending or, to the Knowledge of Seller, threatened condemnation, eminent domain or taking proceeding or (ii) to the Knowledge of Seller, private restrictive covenant or governmental use restriction (including zoning) on all or any portion of the Real Property that prohibits or materially interferes with the current use of the Real Property.

(e)     Except as set forth on Schedule 3.07(e), none of the Seller or the LIN Companies, within the past two (2) years, received any written notice of any material violation of any material Law affecting the Owned Real Property or the Real Property Leases or the Stations’ use thereof.

(f)     Within the past two (2) years, none of the Seller nor the LIN Companies has received any written notice of any existing plan or study by any Governmental Authority or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any Owned Real Property or Real Property Leases and the Seller has no knowledge of any such plan or study with respect to which it has not received written notice. Except as set forth in the Revenue Leases, to the Knowledge of Seller, there is no Person in possession of any Owned Real Property other than the Seller or the LIN Companies. Except as identified in Schedule 3.07(f), no Person has any right to acquire any interests in any of the Owned Real Property.

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Section 3.08     Contracts.

(a)     Schedule 3.08(a) sets forth, as of the date hereof, a true and complete list of the following Contracts related to the Business to which any of the LIN Companies or its Affiliates is a party or the Seller or its Affiliates will be a party immediately following the Merger Closing:

(i)     any Contract under which the aggregate payments or receipts for the past twelve (12) months exceeded, or for the following twelve (12) months is expected to exceed, $150,000;

(ii)     any Contract under which payments by or obligations of the LIN Companies, the Seller or their Affiliates, relating to the Business, will be increased, accelerated or vested by the occurrence (whether alone or in conjunction with any other event) of any of the transactions contemplated by this Agreement, or under which the value of the payments by or obligations of the LIN Companies, the Seller or their Affiliates, relating to the Business, will be calculated on the basis of any of the transactions contemplated by this Agreement, whether pursuant to a change in control or otherwise;

(iii)     any contract for Program Rights that involves cash payments or cash receipts in excess of $100,000 over the remaining term of such contract;

(iv)     any network affiliation agreement;

(v)     any retransmission consent agreement with any MVPD with more than 10,000 subscribers in the Stations’ Market;

(vi)     any Contract that relates to an ownership interest in any corporation, partnership, joint venture or other business enterprise or other entity;

(vii)     any Real Property Lease;

(viii)     any Contract relating to the Business, that relates to the guarantee (whether absolute or contingent) by the Seller or the LIN Companies of (x) the performance of any other Person (other than their respective Affiliates) or (y) the whole or any part of the Indebtedness or liabilities of any other Person (other than their respective Affiliates);

(ix)     any Bargaining Agreement;

(x)     any Contract that contains any power of attorney authorizing the incurrence of an obligation on the part of the Seller, the LIN Companies relating to the Business;

(xi)     any Contract that creates any partnership or joint venture or relates to the acquisition, issuance or transfer of any securities;

(xii)     any Contract that relates to the borrowing or lending of money;

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(xiii)     any Contract that grants any Person an option or a right of first refusal, right of first offer or similar preferential right to purchase or acquire any Station Asset;

(xiv)     any Contract involving the purchase or sale of Real Property that has not closed as of the date hereof;

(xv)     any Contract entered into after January 1, 2013 relating to the acquisition or disposition of any material portion of the Business (whether by merger, sale of stock, sale of assets or otherwise);

(xvi)     any Contract involving construction, architecture, engineering or other agreements relating to uncompleted construction projects, in each case that involve payments in excess of $100,000;

(xvii)     any Contract involving compensation to any Transferred Employee (as defined in Section 8 hereof), or any Contract with an independent contractor or consultant engaged to perform services to the Business in excess of $100,000 per year (provided, however, that for purposes of this Section 3.8(a)(xiii), the term Contract shall not include at-will Contracts that can be terminated upon 30 days’ notice without penalty or additional payment);

(xviii)     any Contract with a Governmental Authority (other than ordinary course Contracts with Governmental Authorities as a customer) which imposes any material obligation or restriction on the Seller, the LIN Companies or their Affiliates as it relates to the Business; and

(xix)     any Contract relating to the use of a Station’s digital bit stream other than in connection with broadcast television services.

The contracts, agreements and leases required to be disclosed pursuant to this Section 3.08(a) are collectively referred to herein as the “Material Contracts”.

(b)     Each of the Material Contracts is in full force and effect and binding and enforceable upon the LIN Companies, and will be immediately following the Merger Closing binding and enforceable upon Seller or its Affiliates, as applicable, and, to the Knowledge of Seller, the other parties thereto, subject in each case to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity). Prior to the Merger Closing, the LIN Companies have, and following the Merger Closing, the Seller and its Affiliates have, performed their respective obligations under each of the Material Contracts in all material respects and are not in material default thereunder, and to the Knowledge of Seller, no other party to any of the Material Contracts is in default thereunder in any material respect.

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Section 3.09     Environmental. Except as set forth on Schedule 3.09, and except as would not reasonably be expected to result in the owner or operator of either or both of the Stations or the Real Property incurring liability under any applicable Environmental Law (a) to the Knowledge of Seller, each of the Stations is and has been in compliance with all Environmental Laws applicable to the Station and the Real Property, which compliance includes obtaining, maintaining and complying in all material respects with all Permits, licenses or other authorizations required by Environmental Law and (b) no Actions are pending or, to the Knowledge of Seller, threatened against the LIN Companies or the Seller, the Stations or the Real Property alleging a violation of or liability under Environmental Laws. To the Knowledge of Seller, no conditions exist at either or both of the Stations or any Real Property that would reasonably be expected to result in the owner or operator of the Stations or the Real Property incurring liability under Environmental Laws. The Seller has made available to Buyer copies or summaries of all current material non-privileged environmental assessments, audits, investigations or other similar environmental reports relating to the Stations or the Real Property that are in the possession, custody or control of the Seller or the LIN Companies. To the Knowledge of Seller, there have been no Releases of Hazardous Materials at, from, to, on or under any Owned Real Property that give rise to an affirmative reporting or cleanup obligation under Environmental Law. There are no underground storage tanks at the Owned Real Property and the Stations do not utilize any underground storage tanks at the Real Property subject to the Real Property Leases.

Section 3.10     Intangible Property. Schedule 3.10 contains a description of all material Intellectual Property that will be owned or licensed by the Lin Companies and, immediately following the Merger Closing, by the Seller or its Affiliates in connection with the Business or is registered or the subject of an application for registration with the U.S. Patent and Trademark Office (or any equivalent foreign office) (collectively, the “Intangible Property”). Except as set forth on Schedule 3.10, (i)  to the Knowledge of Seller, the LIN Companies’ use prior to the Merger Closing, and the Seller’s use following the Merger Closing of the Intangible Property does not infringe upon any third party’s Intellectual Property in any material respect, (ii) to the Knowledge of Seller, none of the Intangible Property is being infringed or misappropriated by any third party, (iii) no Intangible Property is the subject of any pending or, to the Knowledge of Seller, threatened Action claiming infringement of any third party’s Intellectual Property and (iv) in the past three (3) years, neither the Seller nor the LIN Companies has received any written claim asserting that its use of any Intangible Property is unauthorized or violates or infringes upon the Intellectual Property of any third party or challenging the ownership, use, validity or enforceability of any Intangible Property. To the Knowledge of Seller, (a) the LIN Companies are the owner of or has the valid right to use the Intangible Property free and clear of Liens, other than Permitted Liens, in the applicable jurisdictions in which such Intangible Property is currently being used and (b) the Seller will have such rights immediately following the Merger Closing.

Section 3.11     Employees; Labor Matters; Employee Benefit Plans.

(a)     Except as set forth on Schedule 3.11(a), the LIN Companies, and following the Merger Closing, the Seller, as it relates to the Stations, have complied in all material respects with all labor and employment Laws, including those which relate to wages, hours, and conditions of employment, discrimination in employment, collective bargaining, equal opportunity, harassment, immigration status, disability, workers’ compensation, unemployment compensation, occupational health and safety and the collection and payment of withholding. Except as set forth on Schedule 3.11(a), as of the date hereof and since January 1, 2012, there has been no unfair labor practice charge against the Stations pending or, to the Knowledge of Seller, threatened before the National Labor Relations Board, any state labor relations board or any court or tribunal, nor has any written complaint pertaining to any such charge or potential charge been delivered to the Seller or the LIN Companies. Except as set forth on Schedule 3.11(a), there is no strike, dispute, request for representation, slowdown, or stoppage pending or, to the Knowledge of Seller, threatened in respect to the Stations. Other than the collective bargaining agreements set forth on Schedule 3.11(a) (the “Bargaining Agreements”), none of the Seller, the LIN Companies or the Stations is a party to any collective bargaining, union or similar agreement with respect to its respective Transferred Employees, and to the Knowledge of Seller, other than the labor union parties to the Bargaining Agreements, no union represents or claims to represent or is attempting to organize such Transferred Employees. The Seller’s and the LIN Companies’ the classification of each of its employees as exempt or nonexempt has been made in accordance with Law in all material respects.

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(b)     The Seller has made available to Buyer a list, dated as of no earlier than June 15, 2012, of all Transferred Employees, including the names, current rate of compensation, employment status (i.e., active, disabled, on authorized leave), department, title, whether covered by a collective bargaining agreement and whether full-time or part-time. Such list, redacted to delete current rate of compensation, is attached as Schedule 3.11(b).

(c)     Schedule 3.11(c) contains a list setting forth each employee benefit plan, program or arrangement currently sponsored, maintained or contributed to by the LIN Companies prior to the Merger Closing or will be maintained or contributed to by the Seller following the Merger Closing or with respect to which the Stations may have any actual or contingent liability or obligation (including any such obligations under any terminated plan or arrangement), including employee benefit plans, as defined in Section 3(3) of ERISA, Multiemployer Plans, deferred compensation plans, stock option or other equity compensation plans, stock purchase plans, phantom stock plans, bonus plans, fringe benefit plans, life, health, dental, vision, hospitalization, disability and other insurance plans, employee assistance program, severance or termination pay plans and policies, and sick pay and vacation plans or arrangements, whether or not described in Section 3(3) of ERISA. Each and every such plan, program, agreement or arrangement is hereinafter referred to as an “Employee Plan”. With respect to each Employee Plan, Seller has provided or made available to Buyer the following (i) copies of all written Employee Plans (including all trust agreements, insurance or annuity contracts, investment management agreements, record keeping agreements and other material documents or instruments relating thereto), and in the case of any Employee Plan that is not in written form, an accurate description of all material terms, (ii) the three (3) most recent Annual Reports (Form 5500 Series) and accompanying schedules, if any, and the most recent actuarial report (to the extent applicable), (iii) the current summary plan description, if any exists, (iv) the most recent determination letter from the IRS, if any, with respect to each such Employee Plan which is intended to qualify under Section 401(a) of the Code, (v) all material correspondence from the IRS or the Department of Labor, and (vi) copies of non-discrimination testing results for the three most recent plan years. As of the Closing, the Transferred Employees shall cease to be eligible to participate in all Employee Plans.

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(d)     Except as set forth on Schedule 3.11(d), with respect to each Employee Plan, as applicable: (i) each has been established and is being operated in all material respects in compliance with its terms and all applicable Laws, including ERISA and the Code; (ii) no Actions or disputes are pending, or to the Knowledge of Seller, threatened that, if successful, would reasonably be expected to result in liability of $150,000 or more; (iii) no audits, inquiries, reviews, proceedings, claims, or demands are pending with any governmental or regulatory agency; (iv) there are no facts which could give rise to any material liability in the event of any such investigation, claim, Action, audit, review, or other proceeding; (v) all premiums, contributions, or other payments required to have been made by Law or under the terms of any Employee Plan or any Contract or agreement relating to any Employee Plan as of the Merger Closing or the Closing, as applicable, have been or will be made; (vi) all material reports, returns and similar documents required to be filed with any Governmental Authority or distributed to any plan participant have been duly and timely filed or distributed; (vii) no “prohibited transaction” has occurred within the meaning of the applicable provisions of ERISA or the Code; and (viii) there have been no acts or omissions by the LIN Companies, and following the Merger Closing, the Seller that have given or could give rise to any material fines, penalties, taxes or related charges under Sections 502(c), 502(i), 502(l), 502(m) or 4071 of ERISA or Section 511 or Chapter 43 of the Code, or under any other applicable Law, for which the Seller may be liable.

(e)     No Employee Plan provides for any payment by the LIN Companies or the Seller, as applicable, that would result in the payment of any compensation or other payments that would not be deductible under the terms of Section 280G of the Code after giving effect to the transactions contemplated hereby.

(f)     Except as set forth on Schedule 3.11(f), neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby shall: (i) result in the acceleration of the time of payment or vesting or creation of any rights of any current or former employee, manager, director or consultant to compensation or benefits under any Employee Plan or otherwise that would be payable by the LIN Companies or the Seller; (ii) result in any payment becoming due, or increase the amount of any compensation due, in each case, to any current or former employee, manager, or consultant of the LIN Companies or the Seller, as applicable; or (iii) increase any benefits otherwise payable under any Employee Plan.

(g)     Except as set forth on Schedule 3.11(g), (i) neither the LIN Companies nor the Seller contributes to or is required to contribute, or has any liability or obligation, to any Multiemployer Plan, (ii) neither the LIN Companies nor the Seller has incurred or reasonably expects to incur any liability under Title IV of ERISA, and (iii) no Employee Plan is (w) subject to Section 412 of the Code or Title IV of ERISA, (x) is a “multiple employer plan” within the meaning of Section 210 of ERISA or Section 413(c) of the Code, (y) is a “multiple employer welfare arrangement” as such term is defined in Section 3(40) of ERISA, or (z) provides group health or death benefits following termination of employment, other than to the extent required by Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code or by a comparable state Law. With respect to any Multiemployer Plans set forth on Schedule 3.11(g): (A) all contributions required to be made with respect to Transferred Employees have been timely paid; (B) neither the LIN Companies nor the Seller has incurred or expects to incur, directly or indirectly, any withdrawal liability under ERISA with respect to any such plan (whether by reason of the transactions contemplated by the Agreement or otherwise); (C) neither the LIN Companies nor the Seller has withdrawn, partially withdrawn, or received any notice of any claim or demand for withdrawal liability or partial withdrawal liability against it; (D) no such plan is (or is expected to be) insolvent or in reorganization and no accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, exists or is expected to exist with respect to any such plan nor any such plan is or reasonably expected to be “at-risk” under Section 430 of the Code; and (E) neither the LIN Companies nor the Seller has any actual or contingent liability under Section 4204 of ERISA.

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(h)     With respect to each Employee Plan intended to qualify under Section 401(a) of the Code: (i) the IRS has issued a favorable determination letter or opinion letter or advisory letter (copies of which have been provided to Buyer) upon which the LIN Companies, or the Seller, as applicable, is entitled to rely under IRS pronouncements, that such plan is, and such plan and its related trust are in fact, qualified under Section 401(a) of the Code and the related trusts are exempt from federal Income Tax under Section 501(a) of the Code; and (ii) no such determination letter, opinion letter or advisory letter has been revoked nor has revocation been threatened, nor has any amendment or other action or omission occurred with respect to any such plan since the date of its most recent determination letter, opinion letter or advisory letter, or application therefor, in any respect which would adversely affect its qualification, or materially increase its costs.

(i)     Each Employee Plan that constitutes a nonqualified deferred compensation plan subject to Section 409A of the Code has been operated and administered in compliance, in both form and operation, with the provisions of Section 409A of the Code and the treasury regulations and other generally applicable guidance published by the IRS thereunder, and, to the extent not inconsistent therewith, the Employee Plan’s terms. Neither the LIN Companies nor the Seller, as applicable, is a party to or otherwise obligated under, any Employee Plan or otherwise, which provides for a gross up of Taxes imposed by Section 409A of the Code.

Section 3.12     Insurance. Schedule 3.12 lists all insurance policies maintained by the LIN Companies covering the Stations or the Business, prior to the Merger Closing. All such policies are in full force and effect. There is no material claim pending under any such insurance policy as to which coverage has been questioned, denied or disputed by the underwriters of such insurance policy, and neither the Seller nor the LIN Companies has received any written threatened termination of any of such insurance policies.

Section 3.13     Compliance with Law; Permits. Subject to Section 3.04 and Schedules 3.04(a), (b) and (c), with respect to the FCC Licenses, and except as set forth on Schedule 3.13, (a) the LIN Companies and the Seller have complied in all material respects with all Laws and all decrees, judgments and orders of any Governmental Authority in respect of the operation of the Business and (b) there are no Actions (exclusive of investigations by or before the FCC) pending or, to the Knowledge of Seller, threatened against the LIN Companies or the Seller with respect to the Stations, except for those affecting the television broadcast industry generally. Except as set forth on Schedule 3.13, (i) the LIN Companies hold, and immediately following the Merger Closing, the Seller will hold all the Permits, (ii) all such Permits are valid and in full force and effect and (iii) the LIN Companies are in material compliance with the terms of all Permits. To the Knowledge of Seller, there is no Action pending or, to the Knowledge of Seller, threatened regarding the suspension, revocation, or cancellation of any Permits.

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Section 3.14     Litigation. Except as set forth on Schedule 3.14, as of the date hereof, there is no Action pending or, to the Knowledge of Seller, threatened against the LIN Companies or the Seller relating to the Business (a) that would reasonably be expected to result in damages in excess of $250,000 or (b) which would reasonably be expected to affect the Seller’s ability to perform its obligations under this Agreement or otherwise impede, prevent or materially delay the consummation of the transactions contemplated by this Agreement.

Section 3.15     Financial Statements. Schedule 3.15 sets forth copies of the following financial statements from the LIN Companies’ internal reporting system relating solely to the Business (such financial statements, collectively, the “Financial Statements”): (a) the unaudited balance sheet and statement of operations as of and for the fiscal year ended December 31, 2013 and (b) the unaudited balance sheet and statement of operations as of and for the six (6) months ended June 30, 2014. The Financial Statements have been derived from the books and records of the LIN Companies and fairly present, in all material respects, the financial position and results of operations of the Business as of the dates thereof and for the periods indicated therein in conformity with GAAP (except insofar as such unaudited Financial Statements may omit footnotes and may be subject to potential year-end adjustments that are not expected, either individually or in the aggregate, to be material).

Section 3.16     No Undisclosed Liabilities. Except as set forth on Schedule 3.16, none of the LIN Companies or the Seller, as it relates to the Business, has any liabilities or obligations of any kind or nature, whether known or unknown, absolute or contingent, accrued or unaccrued which would be required to be disclosed on a balance sheet of the Business prepared in accordance with GAAP or the notes thereto, except for liabilities which are (a) reflected or reserved for in the Financial Statements, (b) included in the calculation of the Estimated Settlement Statement or Final Settlement Statement, (c) current liabilities incurred in the ordinary course of business since the Balance Sheet Date, (d) contractual and similar liabilities incurred in the ordinary course of business and not required to be disclosed on a balance sheet of the Business prepared in accordance with GAAP or the notes thereto, (d) liabilities arising under applicable Law and not required to be disclosed on a balance sheet of the Business prepared in accordance with GAAP or the notes thereto or (e) contemplated by this Agreement.

Section 3.17     Absence of Changes. Since the Balance Sheet Date, there have not been any events, changes or occurrences or state of facts that, individually or in the aggregate, have had or would reasonably be expected to have, a Material Adverse Effect. Since the Balance Sheet Date, the Stations have been operated in all material respects in the ordinary course of business consistent with past practice and there has not been in respect of the Business any damage, destruction or loss, whether or not covered by insurance, with respect to any of its property and assets having a replacement cost of more than $100,000, in each case, which damage, destruction or loss has not been (or, as of the Closing, will not be) remedied.

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Section 3.18     No Brokers. Except for the services of Moelis & Company to the Seller, for which the applicable fee shall be paid by the Seller, no broker, investment banker, financial advisor or other third party has been employed or retained by the Seller in connection with the transactions contemplated by this Agreement or is or may be entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission, or the reimbursement of expenses, in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Seller.

Section 3.19     Related Party Transactions. As it relates to the Business, except as set forth on Schedule 3.19 and other than employment arrangements, the LIN Companies, prior to the Merger Closing, and the Seller, following the Merger Closing, is and are not currently party to any material Contract with any of their respective Affiliates as it relates to the Stations.

Section 3.20     All Assets. Except as set forth on Schedule 3.20, Buyer, upon the Closing, will acquire all right, title and interest in all assets (including all Real Property) used primarily or held for use in the Business as conducted as of the date hereof free and clear of all Liens, other than Permitted Liens.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

Section 4.01     Existence and Power. Buyer is an organization duly formed, validly existing and in good standing under the Laws of the jurisdiction of its organization and has all organizational powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted.

Section 4.02     Corporate Authorization.

(a)     The execution and delivery by Buyer of this Agreement and the Ancillary Agreements (to which Buyer will be a party), the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby are within Buyer’s company powers and have been duly authorized by all requisite organizational action on the part of Buyer.

(b)     This Agreement has been, and each Ancillary Agreement (to which Buyer is or will be a party) will be, duly executed and delivered by Buyer. This Agreement (assuming due authorization, execution and delivery by Seller) constitutes, and each Ancillary Agreement (to which Buyer is or will be a party) will constitute when executed and delivered by Buyer, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity).

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Section 4.03     Governmental Authorization. The execution, delivery and performance by Buyer of this Agreement and each Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby require no action by or in respect of, or filing with or notification to, any Governmental Authority other than (a) the FCC Consent and DOJ approval of and to the Merger Transaction and (b) the Governmental Consents.

Section 4.04     Noncontravention. The execution, delivery and performance of this Agreement by Buyer and each Ancillary Agreement to which Buyer will be a party and the consummation of the transactions contemplated hereby and thereby do not and will not (a) violate or conflict with the organizational documents of Buyer, (b) assuming compliance with the matters referred to in Section 4.03, conflict with or violate any Law or Governmental Order applicable to Buyer, (c) require any consent or other action by or notification to any Person under, constitute a default under, or give to any Person any rights of termination, amendment, acceleration or cancellation of any right or obligation of Buyer or to a loss of any benefit relating to Seller to which Buyer is entitled under, any provision of any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other agreement or instrument to which Buyer is a party or by which any of Buyer’s assets is or may be bound or (d) result in the creation or imposition of any Lien (except for Permitted Liens) on any asset of Buyer, except, in the cases of clauses (b), (c) and (d), for any such violations, consents, actions, defaults, rights or losses as have not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Buyer or on Buyer’s ability to perform its obligations under this Agreement or the Ancillary Agreements.

Section 4.05     Absence of Litigation. There are no Actions pending against or to the knowledge of Buyer, threatened, against Buyer before any Governmental Authority that in any manner challenges or seeks to prevent, enjoin, alter or delay materially the transactions contemplated by this Agreement.

Section 4.06     Qualifications. Except as set forth in Schedule 4.06, Buyer is legally, financially and otherwise qualified under the Communications Act and FCC Rules to acquire the FCC Licenses and own and operate the Stations. Except as set forth on Schedule 4.06, (a) there are no facts known to Buyer that would disqualify Buyer as the assignee of the FCC Licenses or as owner and operator of the Stations, (b) no waiver or exemption, whether temporary or permanent, of the Communications Act or FCC Rules is necessary for the FCC Consent to be obtained, (c) Buyer has no reason to believe that the FCC Application will be challenged or will not be granted by the FCC in the ordinary course due to any fact or circumstance relating to Buyer or any of its Affiliates or any of their respective officers, directors, shareholders, members or partners, and (d) no waiver of or exemption, whether temporary or permanent, from any provision of the Communications Act or FCC Rules is necessary for the FCC Consent to be obtained. Except as set forth in Schedule 4.06, Buyer is legally, financially and otherwise qualified under the Antitrust Laws to acquire the Station Assets and own and operate the Stations.

Section 4.07     Brokers. There is no broker, finder, investment banker or other intermediary that has been retained by or is authorized to act on behalf of Buyer who is entitled to any fee or commission from either Buyer or any of its Affiliates upon consummation of the transactions contemplated by this Agreement and the Ancillary Agreements for which Seller could become liable.

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Section 4.08     Financing. At Closing, Buyer will have, sufficient cash, available lines of credit or other sources of immediately available funds to enable it to make payment of the Purchase Price, all related fees and expenses in connection with the transactions contemplated by this Agreement and any other amounts to be paid by it in accordance with the terms of this Agreement.

Section 4.09     Projections and Other Information. Buyer acknowledges that, with respect to any projections, forecasts, business plans, budget information and similar documentation or information relating to Seller and the operation of the Stations that Buyer has received from Seller or any of its Affiliates, (a) there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, (b) Buyer is familiar with such uncertainties, (c) Buyer hereby accepts full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (d) Buyer does not have, and will not assert, any claim against Seller or any of its members, officers, Employees, Affiliates or representatives, or hold Seller or any such Persons liable, with respect thereto. Buyer represents that neither Seller nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Seller, or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and neither Seller nor any of its Affiliates or any other Person will have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer or its representatives or Buyer’s use of, any such information, including any confidential memoranda distributed on behalf of Seller relating to Seller or other publications or data room information provided to Buyer or its representatives, or any other document or information in any form provided to Buyer or its representatives in connection with the sale of the Station Assets and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Section 4.09 will in any way limit Buyer’s rights (including under Section 10.03(a) and Article XII) with respect to the express representations and warranties of Seller in this Agreement.

Section 4.10     Solvency. Buyer is not entering into the transactions contemplated hereby with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the transactions contemplated hereby, including the payment of the Purchase Price and payment of all related fees and expenses, Buyer and its Affiliates will be Solvent. For purposes of this Section 4.10, the term “Solvent” with respect to any Person means that, as of any date of determination, (a) the amount of the fair saleable value of the assets of such Person exceeds, as of such date, the value of all liabilities of such Person, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal Laws governing determinations of the solvency of debtors, (b) such Person will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which they are engaged or proposed to be engaged following such date, and (c) such Person will be able to pay its liabilities, including contingent and other liabilities, as they mature. For purposes of this definition, “not have an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged” means that the Person will be able to generate enough cash from operations, asset dispositions or refinancing, or a combination thereof, to meet their financial obligations as they become due.

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ARTICLE V
COVENANTS OF SELLER

Section 5.01     Operations Pending Closing. Between the date hereof and the Closing, except as (a) set forth in this Agreement, (b) contemplated by the applicable subsection of Schedule 5.01, or (c) required by applicable Law or the regulations or requirements of any regulatory organization applicable to the Seller or the LIN Companies, as the case may be, unless Buyer otherwise consents in writing which request for consent shall be directed to and promptly considered in accordance with the terms and conditions of this Section 5.01 by Buyer and which consent shall (i) not be unreasonably withheld, conditioned or delayed in the case of clauses (c), (e), (f), (g), (h), (i), (l), (n), (r), (s), (t), (u) or (w), and (ii) which may otherwise be withheld in Buyer’s sole discretion, the Lin Companies shall, and Seller shall use commercially reasonable efforts to cause the LIN Companies, prior to the Merger Closing, to and Seller shall, following the Merger Closing and prior to the Closing:

(a)     operate the Stations in the ordinary course and in all material respects in accordance with the Communications Laws, the FCC Licenses and with all other applicable Laws;

(b)     not cause or permit, or agree or commit to cause or permit, by act or failure to act, any of the FCC Licenses to expire or to be revoked, suspended or adversely modified, or take or fail to take any action that would cause the FCC or any other Governmental Authority to institute proceedings (other than proceedings of general applicability) for the suspension, revocation or adverse modification of any of the FCC Licenses listed on Schedule 3.04(a);

(c)     other than in the ordinary course of business or for the purpose of disposing of obsolete or worthless assets, not (i) sell, lease, license or dispose of or agree to sell, lease, license or dispose of any material assets unless replaced with similar items of substantially equal or greater value and utility or (ii) create, assume or permit to exist any Liens upon their assets, except for Permitted Liens;

(d)     not dissolve, liquidate, merge or consolidate with any other entity;

(e)     maintain, repair and replace the Tangible Personal Property, including any Tangible Personal Property which has been damaged prior to Closing, and maintain, repair and replace the Real Property, including any improvements thereon, which has been damaged prior to Closing, in each case in the ordinary course of business;

(f)      (i) upon reasonable written advance notice, give Buyer and its representatives reasonable access at reasonable, mutually agreed-upon times during normal business hours to the Stations, and furnish Buyer with information relating to the Business that Buyer may reasonably request, provided, however, that such access rights shall not be exercised in a manner that interferes with the Business and (ii) otherwise provide such reasonable assistance and cooperation as may be requested by Buyer from time to time prior to the Closing Date to reasonably facilitate the transition of the Business, including facilities, operations and applicable data, to Buyer upon and effective as of the Effective Time;

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(g)     except as otherwise required by Law, not enter into, renew or renegotiate any employment agreement with a Transferred Employee providing for annual compensation in excess of $100,000, any severance agreement or any labor, or union agreement or plan, including any Collective Bargaining Agreement, that will be binding upon Buyer after the Closing;

(h)     not hire or terminate the employment of any Station general manager or any other Transferred Employee with annual aggregate non-equity compensation, including target bonuses, in excess of $100,000, excluding any terminations for “cause” as reasonably determined by Sellers;

(i)     except in the ordinary course of business, not (i) materially increase the compensation or benefits payable to any Transferred Employee, or (ii) modify any severance policy applicable to any Transferred Employee that would result in any material increase in the amount of severance payable to any such Transferred Employee (or would materially expand the circumstances in which such severance is payable);

(j)     not sell, lease, license or otherwise dispose of or encumber any Station Asset except (i) pursuant to or in accordance with existing Assumed Contracts or (ii) immaterial Station Assets in the ordinary course of business consistent with past practices;

(k)     use commercially reasonable efforts to maintain the Stations’ MVPD carriage existing as of the date of this Agreement;

(l)     except for agreements and contracts which can be terminated by the Seller or LIN Companies, as applicable, without penalty upon notice of ninety (90) days or less, not (i) enter into any agreement or contract that would have been a Material Contract were the Seller or LIN Companies, as applicable, a party or subject thereto on the date of this Agreement unless such agreement or contract (x) is entered into in the ordinary course of business and (y) does not involve payments by the Seller or LIN Companies, as applicable, of greater than $250,000 during any twelve (12) month period, (ii) amend in any material respect any Material Contract unless such amendment (x) is effected in the ordinary course of business, (y) does not increase the amount of payments to be made by the Seller or LIN Companies, as applicable, during any twelve (12) month period by $250,000 or more or (iii) terminate or waive any material right under any Material Contract other than in the ordinary course of business (excluding the expiration of any Material Contract in accordance with its terms) (it being understood that if any such entry into, or amendment or termination of any such agreement or contract is permitted pursuant to this Section 5.1(k) as a result of the references to acts taken in the ordinary course of business, but such action would otherwise be prohibited by any other provision of this Section 5.1, then this Section 5.1(k) shall not be interpreted to permit such action without the prior written consent of Buyer as contemplated hereby);

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(m)     not enter into any Contract constituting a Sharing Agreement with respect to the Stations;

(n)     not change any accounting practices, procedures or methods (except for any change required under GAAP or applicable law) or maintain its books and records, in each case in a manner other than in the ordinary course of business;

(o)     not make or agree or commit to make any capital expenditure, except (i) for capital expenditures equal to or less than $200,000 in connection with any particular project or equal to or less than $500,000 in the aggregate, and (ii) for emergency commitments or expenditures;

(p)     maintain its qualifications to hold the FCC Licenses with respect to the Stations and not take any action that will materially impair such FCC Licenses or such qualifications;

(q)     promote the programming of the Stations (both on-air and using third party media) in the ordinary course of business, taking into account inventory availability;

(r)     not adopt, enter into or become bound by any new Employee Plan or amend, modify or terminate any Employee Plan, except (i) to comply with applicable Law, (ii) in the ordinary course of business consistent with past practices without any additional post-Closing material liability to the Seller or LIN Companies, as applicable, or (iii) as otherwise contemplated by this Agreement;

(s)     keep in full force and effect the material insurance policies set forth on Schedule 3.12 (or other insurance policies comparable in amount and scope);

(t)     not make or rescind any election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or change any of its methods of reporting income or deductions on its Income Tax Returns, or the classifications of its existing property and assets, in each case, to the extent such action would reasonably be expected to materially and adversely affect Buyer or its Affiliates after the Closing;

(u)     not (i) enter into or agree or commit to enter into any new Tradeout Agreement relating to the Stations with a value in excess of $40,000, and $200,000 in the aggregate, prior to Closing that will not be fully performed prior to the Closing or (ii) make any guarantee of commercial ratings other than in the ordinary course of business consistent with past practice;

(v)     (i) utilize the Program Rights only in the ordinary course of business consistent with past practice and (ii) not sell or otherwise dispose of any such Program Rights;

(w)     not extend credit to advertisers other than in the ordinary course of business consistent with past practice;

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(x)     timely make retransmission consent elections with all MVPDs located in or serving the Stations’ Market;

(y)     not enter into any retransmission consent agreement relating to the Station other than as set forth on Schedule 5.01(y);

(z)     not enter into any Contract with any Affiliate or Subsidiary of Seller that survives the Closing; and

(aa)     not agree, commit or resolve to take any actions inconsistent with the foregoing.

Section 5.02     No Negotiation. Until such time as this Agreement shall be terminated pursuant to Section 11.01, Seller, its Affiliates, and their respective members, officers, investment bankers and agents shall cease any discussions or negotiations with, and shall not, directly or indirectly, solicit, initiate, encourage or entertain any inquiries or proposals from, discuss or negotiate with, provide any nonpublic information to or consider the merits of any inquiries or proposals from any Person (other than Buyer) relating to the sale of all or a significant portion of the Station Assets (whether by sale of assets, equity, or otherwise); provided, that if Buyer and Seller, acting reasonably and in good faith, jointly determine that the FCC Consent or HSR Clearance (if necessary) is not likely to be obtained by the Outside Date identified in Section 11.01(b)(i) because of circumstances that do not involve a breach by either party of any representation, warranty, covenant, or other obligation under this Agreement, the parties shall execute a document suspending the applicability of this section. Seller shall notify Buyer of any such inquiry or proposal referenced herein within three (3) Business Day of receipt or the Knowledge of Seller of the same.

Section 5.03     No-Hire. During the period beginning on the date hereof and ending on the first (1st) anniversary of the Closing Date, the Seller, and its Affiliates will not, directly or indirectly, solicit to employ or hire any Employee who is contemplated to be or is a Transferred Employee, unless Buyer first terminates the employment of such employee, such employee voluntarily terminates without inducement by the Seller or its Affiliates, or Buyer gives its written consent to such employment or offer of employment; provided, however, that the Seller or its Affiliates shall be permitted to make a general solicitation for employment not targeted to any Employee of the Seller who is contemplated to be or is a Transferred Employee and shall not be prohibited from employing any such employee pursuant to such a general solicitation.

Section 5.04     Interim Reports. Within forty-five (45) days after the end of each calendar month during the period from the date hereof through the Closing, if applicable, the Seller shall provide, or use commercially reasonable efforts to cause the LIN Companies to provide, to Buyer the unaudited balance sheet for the Stations as of the end of such month and the related combined unaudited statement of operations for such month ended for the Stations. Such reports shall be prepared on the same basis as the Financial Statements. The Seller shall also provide to Buyer weekly pacing reports for each of the Stations promptly following the end of each week during the period from the date hereof through the Closing.

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ARTICLE VI
COVENANTS OF BUYER

Section 6.01     Access to Information. After the Closing Date, upon reasonable notice, Buyer will promptly provide the Seller and its agents reasonable access to its properties, books, records, employees and auditors, at the sole cost and expense of the Seller, solely to the extent necessary to permit the Seller to determine any matter relating to its rights and obligations (or those of its Affiliates) hereunder and under the Merger Agreement, or to any period ending on or before the Closing Date; provided, that the Seller will hold, and will cause its agents to hold, in confidence, all confidential or proprietary information to which it has had access to pursuant to this Section 6.01; provided, further, that such access shall not unreasonably interfere with Buyer’s business or operations.

Section 6.02     Accounts Receivable.

(a)     The Seller shall deliver to Buyer, on or promptly after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180^th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of either of the Stations that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time.

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(b)     Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer.

(c)     The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section.

(d)     Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours.

(e)     Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable.

(f)     Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current.

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(g)     The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables.

(h)     If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment.

(i)     All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Section 6.03     Termination of Rights to the Names and Marks. As soon as practicable after the Closing Date (and in any event within ninety (90) days thereafter), Buyer shall, and shall cause each of its Affiliates, to cease and discontinue all uses of, and delete or remove from all products, signage, vehicles, properties, technical information and promotional materials, the names and marks set forth on Schedule 6.03.

Section 6.04     Insurance Policies. All of the insurance policies with respect to the Stations may be cancelled by the Seller as of the Closing Date, and any refunded premiums shall be retained by the Seller. Buyer will be solely responsible for acquiring and placing its casualty insurance, business interruption insurance, liability insurance and other insurance policies for the Stations, including the Station Assets and Assumed Liabilities, for periods on and after the Effective Time.

Section 6.05     Title Commitments; Surveys. Buyer shall have the responsibility to obtain, at its sole option and expense, (a) commitments for owner’s and lender’s title insurance policies on the Owned Real Property and commitments for lessee’s and lender’s title insurance policies for all Real Property that is leased pursuant to a Real Property Lease (collectively, the “Title Commitments”), and (b) an ALTA survey on each parcel of Real Property (the “Surveys”); provided, however, that Seller shall provide Buyer with any existing Title Commitments and Surveys in the possession of Seller or the LIN Companies, to the extent Buyer is able to do so.  The Title Commitments will evidence a commitment to issue an ALTA title insurance policy insuring good, marketable and indefeasible fee simple (or leasehold, if applicable) title to each parcel of the Real Property contemplated above for such amount as Buyer directs.  Seller shall reasonably cooperate with Buyer in obtaining such Title Commitments and Surveys, provided that neither the Seller nor the LIN Companies shall be required to incur any cost, expense or other liability in connection therewith.  If the Title Commitments or Surveys reveal any Lien on the title other than Permitted Liens, Buyer shall notify Seller in writing of such objectionable matter as soon as Buyer becomes aware that such matter is not a Permitted Lien, and Seller agrees to use commercially reasonable efforts to remove such objectionable matter as required pursuant to the terms of this Agreement.

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Section 6.06     No-Hire. Except as pursuant to the terms of this Agreement, during the period beginning on the date hereof and ending on the first (1st) anniversary of the Closing Date, Buyer, and its Affiliates will not, directly or indirectly, solicit to employ or hire any employee of the Seller or its Affiliate whose primary work location is in the Market, unless the Seller first terminates the employment of such employee, such employee voluntarily terminates without inducement by Buyer or its Affiliates, or the Seller gives its written consent to such employment or offer of employment; provided, however, that Buyer or its Affiliates shall be permitted to make a general solicitation for employment (including in the Market) not targeted to any employee of the Seller and shall not be prohibited from employing any such employee pursuant to such a general solicitation.

ARTICLE VII
JOINT COVENANTS

Section 7.01     Commercially Reasonable Efforts; Further Assurances.

(a)     Subject to the terms and conditions of this Agreement, Buyer and the Seller will each use commercially reasonable efforts to take, or cause to be taken, all actions, and do, or cause to be done, all efforts reasonably necessary or desirable under applicable Law to consummate the transactions contemplated by this Agreement.

(b)     In furtherance and not in limitation of Section 7.01(a), Buyer, Lin Companies, and the Seller shall, and the Seller shall cause the LIN Companies, pursuant to the Merger Agreement, to, prepare and file with the FCC as soon as practicable but in no event later than five (5) Business Days after the date hereof the requisite applications (collectively, the “FCC Application”) and other necessary instruments or documents requesting the FCC Consent and thereupon prosecute the FCC Application with all reasonable diligence to obtain the requisite FCC Consent; provided, that, except as set forth in the following sentence, neither Buyer nor the Seller shall be required to pay consideration to any third party to obtain the FCC Consent. Buyer and the Seller shall each pay one-half (1/2) of the FCC filing fees relating to the transactions contemplated hereby, irrespective of whether the transactions contemplated by this Agreement are consummated. Buyer, Lin Companies, and the Seller shall, and the Seller shall cause the LIN Companies, pursuant to the Merger Agreement, to, each oppose any petitions to deny or other objections filed with respect to the FCC Application to the extent such petition or objection relates to such party. Except as set forth on Schedule 7.01, neither the Seller, Lin Companies, nor Buyer shall take any intentional action, or intentionally fail to take any action, which would reasonably be expected to materially delay the receipt of the FCC Consent. To the extent necessary, the Seller shall promptly enter into a tolling agreement or other arrangement if requested by the FCC with respect to any complaints regarding the FCC Licenses, and, subject to the indemnification obligation set forth in Section 12.03(a)(iii), Buyer shall accept liability in connection with any enforcement Action by the FCC with respect to such complaints as part of such tolling or other arrangement provided that it is understood and agreed that Buyer shall be entitled to indemnification from any such liability under Section 12.03(a)(iii) as if it were an Excluded Liability. If the Closing shall not have occurred for any reason within the original effective period of the FCC Consent, and neither party shall have terminated this Agreement under Article XI, Buyer and the Seller shall jointly request an extension of the effective period of the FCC Consent. No extension of the FCC Consent shall limit the right of either party to exercise its rights under Article XI.

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(c)     Within five (5) Business Days after the date of this Agreement, Buyer, Lin Companies, and the Seller shall, and the Seller shall cause the LIN Companies, pursuant to the Merger Agreement, to, make all required filings (if necessary) with the Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) pursuant to the HSR Act, with respect to the transactions contemplated hereby (including a request for early termination of the waiting period thereunder), and shall thereafter promptly respond to all requests received from such agencies for additional information or documentation. Expiration or termination of any applicable waiting period under the HSR Act is referred to herein as the “HSR Clearance”. Any filing fees payable under the HSR Act relating to the transactions contemplated hereby shall be borne one-half (1/2) by each the Buyer and the Seller.

(d)     In connection with the efforts referenced in Section 7.01(a), and Section 7.01(b), to obtain the FCC Consent and HSR Clearance (if necessary), Buyer, Lin Companies, and the Seller shall (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, and (ii) keep the other party informed in a timely manner and in all material respects of any material communication received by such party from, or given by such party, to the FCC, FTC, DOJ or any other Governmental Authority (including the provision of copies of any pleadings, documents, or other communications exchanged with the FCC, FTC, DOJ or any other Governmental Authority) and the material non-confidential portions of any communications received or given by a private party with respect to this Agreement and the transactions contemplated hereby), (iii) permit the other party to review any material non-confidential portions of any communication given or to be given by it to the FCC, FTC, DOJ and any other Governmental Authority with respect to this Agreement and the transactions contemplated hereby, and (iv) consult with each other in advance of and be permitted to attend any meeting or conference with, the FCC, FTC, DOJ or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, in each case regarding any of the transactions contemplated by this Agreement.

Section 7.02     Confidentiality. Buyer and the Seller (or Affiliates thereof) are parties to the Confidentiality Agreement with respect to the Seller, Buyer and the Stations. To the extent not already a direct party thereto, Buyer, LIN, and the Seller hereby assume (and agrees to cause each assignee to assume) the Confidentiality Agreement and agrees to be bound by the provisions thereof. Without limiting the terms of the Confidentiality Agreement, subject to the requirements of applicable Law, all non-public information regarding the Seller, Buyer and their Affiliates and their business and properties that is disclosed in connection with the negotiation, preparation or performance of this Agreement (including, without limitation, all financial information provided by the Seller to Buyer) shall be confidential and shall not be disclosed to any other Person, except Buyer’s and the Seller’s representatives and Buyer’s and its Affiliates’ lenders for the purpose of consummating the transaction contemplated by this Agreement.

Section 7.03     Certain Filings; Further Actions. The Seller and Buyer shall cooperate with one another (a) in determining whether any Action by or in respect of, or filing with, any Governmental Authority is required, or any Actions, consents, approvals or waivers are required to be obtained from parties to any Assumed Contracts, in connection with the consummation of the transactions contemplated by this Agreement and (b) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers; provided, that the Seller and Buyer shall not be required to pay consideration to obtain any such consent, approval or waiver.

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Section 7.04     Control Prior to Closing. This Agreement and, without limitation, the covenants in Article V, are not intended to and shall not be construed to transfer control of the Stations or to give Buyer any right, directly or indirectly, to control, supervise or direct, or attempt to control, supervise or direct, the personnel, programming or finances, or any other matter relating to the operation of the Stations prior to the Closing, and the Seller or the LIN Companies, as applicable, shall have ultimate control and supervision of all aspects of the Stations’ operations up to the time of the Closing.

Section 7.05     Public Announcements. The parties shall agree on the terms of any press release, if any, that announces the transactions contemplated hereby and each party will obtain the other party’s prior written consent before issuing any press release or making any public announcement regarding this Agreement or the transactions contemplated hereby; provided, that either party shall be permitted without the consent of the other to issue any press releases or public statements which may be required by applicable Law or any listing agreement with any national securities exchange; provided further, that prior to the issuance of such press release or public statement, the other party shall be provided notice and an opportunity to comment on such press release or public statement. Notwithstanding anything to the contrary in this Section 7.04, the parties acknowledge that this Agreement and the FCC Application will be filed with the FCC and a local public notice will be broadcast on the Stations and published in a local newspaper pursuant to applicable FCC Rules.

Section 7.06     Notices of Certain Events. From the date hereof until the earlier to occur of the Closing Date or the termination of this Agreement in accordance with Article XI, the Seller, on the one hand, and Buyer, on the other hand, shall each promptly notify the other of:

(a)     any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement;

(b)     in the case of the Seller, (i) the occurrence or non-occurrence of any event which, to the Knowledge of Seller, has caused any representation or warranty made by it herein to be untrue or inaccurate in any material respect at any time on or after the date hereof and prior to the Closing and (ii) any material failure on the part of the Seller to comply with or satisfy any covenant, condition or agreement set forth herein to be complied with or satisfied by the Seller hereunder on or after the date hereof and prior to the Closing; and

(c)     in the case of Buyer, (i) the occurrence or non-occurrence of any event which, to its knowledge and the knowledge of its chief executive officer and chief operating officer (or persons holding similar positions), has caused any representation or warranty made by it herein to be untrue or inaccurate, in any material respect at any time on or after the date hereof and prior to the Closing and (ii) any material failure on the part of Buyer to comply with or satisfy any covenant, condition or agreement set forth herein to be complied with or satisfied by Buyer hereunder on or after the date hereof and prior to the Closing.

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Section 7.07     Retention of Records; Post-Closing Access to Records.

(a)     Notwithstanding anything to the contrary contained in this Agreement, the Seller and its Affiliates may retain and use, at their own expense, copies of all documents or materials transferred hereunder, in each case, which (i) are used in connection with the businesses of the Seller or its Affiliates, other than the operation of the Stations, (ii) the Seller or any of its Affiliates in good faith determines that it is reasonably likely to need access to in connection with the defense (or any counterclaim, cross-claim or similar claim in connection therewith) of any Action against or by the Seller or any of its Affiliates pending or threatened as of the Closing Date, or (iii) the Seller or any of its Affiliates in good faith determines it is reasonably likely to need access to in connection with any filing, report, or investigation to or by any Governmental Authority subject, in the case of clauses (ii) and (iii), to the reasonable agreement of the parties as to maintaining the confidentiality of any such materials and information.

(b)     Notwithstanding anything to the contrary contained in this Agreement, for a period of three (3) years after the Closing Date, the Seller and its Affiliates shall maintain, and provide Buyer and its representatives reasonable access to, those records of the Seller and its Affiliates insofar as they relate to the Station Assets that relate to periods prior to the consummation of the Closing, during normal business hours and on at least ten (10) Business Days’ prior written notice (or such shorter time period as necessitated by the urgency of the underlying facts and circumstances). If the Seller or any of its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such three (3)-year period in accordance with the record retention policies of the Seller then in effect, the Seller shall, prior to such disposal, give Buyer ten (10) Business Days’ prior notice to enable Buyer, at Buyer’s expense, to segregate and remove such books and records as Buyer may select, subject to destruction of correspondence and other similar documents in the ordinary course, in accordance with customary retention policies and applicable Law.

Section 7.08     Cooperation in Litigation. Buyer and the Seller shall (and shall cause their respective Affiliates to) reasonably cooperate with each other at the requesting party’s expense in the prosecution or defense of any Action arising from or related to the operation of the Stations and involving one or more third parties. The party requesting such cooperation shall pay the reasonable out-of-pocket expenses (excluding internal costs) incurred in providing such cooperation (including reasonable legal fees and disbursements) by the party providing such cooperation and by its Affiliates and its and their officers, members, directors, employees and agents.

Section 7.09     Financial Statement Assistance.

(a)     Buyer acknowledges that the parent company of Seller is a public company listed on the New York Stock Exchange and, as such, has certain financial reporting obligations under applicable Law and/or stock exchange requirements, which may require such parent company to file with the Securities and Exchange Commission (“SEC”) on a Current Report on Form 8-K certain audited and unaudited  financial statements and related footnotes for the Stations and other television stations being sold to Buyer and its Affiliates by Seller and its Affiliates for certain periods and pro forma financial statements of such parent company giving effect to the transaction contemplated hereby and such other acquisitions, all of which must be prepared in accordance with GAAP and the requirements of the Securities Exchange Act and the pronouncements of the SEC thereunder (the “Post-Closing Financial Statements”).

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(b)     In order that parent company of Seller may comply with its obligation as described under Section 7.09(a) above, prior to and after the Closing, Buyer shall reasonably assist Seller in the preparation of the Post-Closing Financial Statements, including by, among other things,  providing reasonable access to Seller and its auditors and other representatives of Seller as reasonably necessary, to all work papers of Buyer, accounting books and records relating to the Stations and the other applicable television stations during the relevant periods and to the appropriate personnel of Buyer to verify the accuracy, presentation and other matters relating to the preparation of the Post-Closing Financial Statements.  

ARTICLE VIII
EMPLOYEE MATTERS

Section 8.01     Employment(a)     .

(a)     On or before the Closing Date, Buyer shall offer employment as of the Closing Date to each Employee employed immediately prior to the Closing Date, including those listed on Schedule 3.11(b), who is not on authorized or unauthorized leave of absence, sick leave, short or long-term disability leave, military leave or layoff with recall rights (“Active Employees”). Employees who are on authorized leave of absence, sick leave, short or long-term disability leave, military leave or layoff with recall rights (collectively, “Inactive Employees”) shall be offered employment by Buyer only if they return to active employment immediately following such absence within six (6) months of the Closing Date, or such later date as required under applicable Law, who accept Buyer’s offer of employment and commence employment on the applicable Employment Commencement Date are hereinafter referred to collectively as the “Transferred Employees” The “Employment Commencement Date” as referred to herein shall mean (i) as to those Transferred Employees who are Active Employees hired upon the Closing Date, the Closing Date, and (ii) as to those Transferred Employees who are Inactive Employees, the date on which the Transferred Employee begins employment with Buyer. Buyer shall employ at-will those Transferred Employees who are not Union Employees (the “Non-Union Transferred Employees”) and who do not have employment agreements with Seller (or its Affiliates) initially at a monetary compensation (consisting of base salary, and, as applicable, commission rate and normal bonus opportunity) materially comparable to those provided to similarly situated employees of Buyer immediately prior to the Employment Commencement Date. The initial terms and conditions of employment for those Non-Union Transferred Employees who have employment agreements with the Seller (or its Affiliates) shall be as set forth in such employment agreements; provided, that Buyer may require such Non-Union Transferred Employees to execute comparable new employment agreements with Buyer as a condition of employment. From the Employment Commencement Date until at least one (1) year after the Closing Date, Buyer shall provide each Non-Union Transferred Employee employed by Buyer with compensation that, in the aggregate, is no less favorable than the compensation provided to the Non-Union Transferred Employees immediately prior to the Effective Time and employee benefits that, in the aggregate, are no less favorable than the employee benefits provided by Buyer to similarly situated employees of Buyer, provided that sales commissions and bonuses based on performance may be less to the extent of changes in performance by such Non-Union Transferred Employee, to the extent such sales commissions and bonuses are based thereon; provided, however, that, except as set forth in Section 8.05, Buyer shall not be obligated to provide Transferred Employees credit for past time with respect to sick leave. Buyer agrees that Buyer shall provide severance benefits to the Transferred Employees on terms that are at least favorable to those provided to similarly situated employees of Buyer. To the extent permitted by Law, Buyer shall give Transferred Employees full credit for purposes of eligibility waiting periods and vesting, and for benefit accrual (other than benefit accrual under a defined benefit pension plan) under the employee benefit plans or arrangements or severance practices maintained by the Buyer or its Affiliates in which such Transferred Employees participate for such Transferred Employees’ service with the Seller or its Affiliates or predecessors.

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(b)     Buyer shall employ those Transferred Employees that are Union Employees in accordance with the terms and conditions established in the applicable Bargaining Agreement and under applicable Law. If and to the extent any Seller has entered into or is bound by any Bargaining Agreements, Buyer and Seller shall cooperate fully in the assignment and assumption of such Bargaining Agreements and in any negotiations with respect thereto such that, as of the Closing Date, Buyer shall have (whether through such an assumption, negotiations or otherwise) the same rights and obligations with respect to the Union Employees who are Transferred Employees as Seller had immediately before such date.

Section 8.02     Savings Plan. Buyer shall cause a tax-qualified defined contribution plan established or designated by Buyer (a “Buyer’s 401(k) Plan”) to accept rollover contributions from the Transferred Employees of any account balances distributed to them by the Seller’s or the LIN Companies’ 401(k) Plan. Buyer shall allow any such Transferred Employees’ outstanding plan loan to be rolled into Buyer’s 401(k) Plan. The distribution and rollover described herein shall comply with applicable Law, and each party shall make all filings and take any actions required of such party by applicable Law in connection therewith. Buyer’s 401(k) Plan shall credit Transferred Employees with service credit for eligibility and vesting purposes for service recognized for the equivalent purposes under the Seller’s or the LIN Companies’ 401(k) Plan.

Section 8.03     Employee Welfare Plans(c)     . The Seller shall retain responsibility for and continue to pay all medical, life insurance, disability and other welfare plan expenses and benefits for each Transferred Employee with respect to claims incurred under the terms of the Employee Plans by such Employees or their covered dependents prior to the Employment Commencement Date. Expenses and benefits with respect to claims incurred by Transferred Employees or their covered dependents on or after the Employment Commencement Date shall be the responsibility of Buyer, subject to the terms and conditions of Buyer’s welfare plans. With respect to any welfare benefit plans maintained by Buyer for the benefit of Transferred Employees on and after the Employment Commencement Date, to the extent permitted by applicable Law, Buyer shall (a) cause there to be waived any eligibility requirements or pre-existing condition limitations to the same extent waived generally by Buyer with respect to its employees and (b) give effect, in determining any deductible and maximum out-of-pocket limitations, amounts paid by such Transferred Employees with respect to similar plans maintained by the Seller.

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Section 8.04     Vacation. Buyer will assume all liabilities for unpaid, accrued vacation and personal time of each Transferred Employee as of the Employment Commencement Date, giving service credit under Buyer’s vacation and personal time policy for service with the Seller and the LIN Companies and shall permit Transferred Employees to use their vacation and personal time entitlement accrued as of the Closing Date in accordance with Buyer’s policy for carrying over unused vacation and personal time. To the extent that, following the Closing Date Buyer’s policies do not permit a Transferred Employee to use any accrued and unused vacation and personal time for which Buyer has assumed the liabilities hereunder (other than as a result of such Transferred Employee’s failure to use such vacation and personal time despite his or her eligibility to do so, without adverse consequences, under Buyer’s policies), Buyer will pay such Transferred Employee for any such vacation and personal time. Service with the Seller and the LIN Companies shall be taken into account in determining Transferred Employees’ vacation and personal time entitlement under Seller’s vacation and personal time policy after the Closing Date. Notwithstanding any provision in this Agreement to the contrary, no Transferred Employee shall be entitled to receive duplicate credit for the same period of service.

Section 8.05     Sick Leave. Buyer will assume all liabilities for unpaid, accrued sick leave of each Transferred Employee as of the Employment Commencement Date, giving service credit under Buyer’s sick leave for service with the Seller and the LIN Companies, and Buyer shall grant credit to Transferred Employees for all unused sick leave accrued by such Transferred Employee on the basis of their service during the current calendar year as employees of the Seller in accordance with the Seller’s or the LIN Companies’ policy on sick leave.

Section 8.06     No Further Rights. Without limiting the generality of Section 13.08, nothing in this Article VIII, express or implied, is intended to confer on any Person (including any Transferred Employees and any current or former Employees of the Seller) other than the parties hereto and their respective successors and permitted assigns any rights, benefits, remedies, obligations or liabilities under or by reason of this Article VIII. Accordingly, notwithstanding anything to the contrary in this Article VIII, this Agreement is not intended to create a Contract between Buyer, the Seller and any of their respective Affiliates on the one hand and any Employee of the Seller on the other hand, and no Employee of the Seller may rely on this Agreement as the basis for any breach of contract claim against Buyer or the Seller.

Section 8.07     Flexible Spending Plan. As of the Employment Commencement Date, the Seller shall transfer, or use commercially reasonable efforts to cause to be transferred, from the Employee Plans that are medical and dependent care account plans (each, a “Seller FSA Plan”) to one or more medical and dependent care account plans established or designated by Buyer (collectively, the “Buyer FSA Plan”) the account balances (positive or negative) of Transferred Employees, and Buyer shall be responsible for the obligations of the Seller FSA Plans to provide benefits to the Transferred Employees with respect to such transferred account balances at or after the Employment Commencement Date (whether or not such claims are incurred prior to, on or after such date). Each Transferred Employee shall be permitted to continue to have payroll deductions made as most recently elected by him or her under the applicable Seller FSA Plan. As soon as reasonably practicable following the end of the plan year for the Buyer FSA Plan, including any grace period, Buyer shall promptly reimburse Seller for benefits paid by the Seller FSA Plans to any Transferred Employee prior to the Employment Commencement Date to the extent in excess of the payroll deductions made in respect of such Transferred Employee at or prior to the Employment Commencement Date but only to the extent that such Transferred Employee continues to contribute to the Buyer FSA Plan the amount of such deficiency. This Section 8.07 shall be interpreted and administered in a manner consistent with Rev. Rul. 2002-32.

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Section 8.08     Payroll Matters. The Seller and Buyer shall utilize the following procedures for preparing and filing Internal Revenue Service Forms W-2 (Wage and Tax Statements), as described in Revenue Procedure 2004-53 for Transferred Employees:

(a)     (i) The Seller shall provide all required Forms W-2 to (x) all Transferred Employees reflecting wages paid and taxes withheld by the Seller prior to the Employment Commencement Date, and (y) all other Employees and former Employees of the Seller who are not Transferred Employees reflecting all wages paid and taxes withheld by the Seller, and (ii) Buyer (or one of its Affiliates) shall provide all required Forms W-2 to all Transferred Employees reflecting all wages paid and taxes withheld by Buyer (or one of its Affiliates) on and after the Employment Commencement Date.

(b)     The Seller and Buyer shall adopt the “alternative procedure” of Revenue Procedure 2004-53 for purposes of filing Internal Revenue Service Forms W-4 (Employee’s Withholding Allowance Certificate) and W-5 (Earned Income Credit Advance Payment Certificate). Under this procedure, the Seller shall provide to Buyer all Internal Revenue Service Forms W-4 and W-5 on file with respect to each Transferred Employee and any written notices received from the Internal Revenue Service under Reg. § 31.3402(f)(2)-1(g)(5) of the Code, and Buyer will honor these forms until such time, if any, that such Transferred Employee submits a revised form.

(c)     With respect to garnishments, tax levies, child support orders, and wage assignments in effect with the Seller on the Employment Commencement Date for Transferred Employees and with respect to which the Seller has notified Buyer in writing, Buyer shall honor such payroll deduction authorizations with respect to Transferred Employees and will continue to make payroll deductions and payments to the authorized payee, as specified by a court or order which was filed with the Seller on or before the Employment Commencement Date, to the extent such payroll deductions and payments are in compliance with applicable Law, and the Seller will continue to make such payroll deductions and payments to authorized payees as required by Law with respect to all other Employees of the Seller who are not Transferred Employees. The Seller shall, as soon as practicable after the Employment Commencement Date, provide Buyer with such information in the possession of the Seller as may be reasonably requested by Buyer and necessary for Buyer to make the payroll deductions and payments to the authorized payee as required by this Section 8.08(c).

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Section 8.09     WARN Act. Buyer shall not take any action on or after the Effective Date that would cause any termination of employment of any Employees by Seller that occurs before the Closing to constitute a “plant closing” or “mass layoff” under the Worker Adjustment and Retraining Act of 1988, as amended (the “WARN Act”) or any similar state or local Law, or to create any liability to Seller for any employment terminations under applicable Law. The Assumed Liabilities shall include all liabilities with respect to any amounts (including any severance, fines or penalties) payable under or pursuant to the WARN Act or any similar state or local Law with respect to any Employees who do not become Transferred Employees as a result of Buyer’s failure to extend offers of employment or continued employment as required by Section 8.01 or in connection with events that occur from and after the Closing, and Buyer shall reimburse the Seller for any such amounts.

ARTICLE IX
TAX MATTERS

Section 9.01     Bulk Sales. The Seller and Buyer hereby waive compliance with the provisions of any applicable bulk sales law and no representations, warranty or covenant contained in this Agreement shall be deemed to have been breached as a result of such noncompliance; provided, that subject to Section 9.02, Seller shall be liable for any liability arising from such non-compliance solely in accordance with Buyer’s right to indemnification in accordance with Article XII.

Section 9.02     Transfer Taxes. All Transfer Taxes arising out of or in connection with the transactions effected pursuant to this Agreement shall be shared equally by the Seller and Buyer. The party which has the primary responsibility under applicable Law for the payment of any particular Transfer Tax, shall prepare the relevant Tax Return and notify the other party in writing of the Transfer Taxes shown on such Tax Return. Such other party shall pay the party that paid the Transfer Tax an amount equal to fifty percent (50%) of such Transfer Taxes by check or wire transfer of immediately available funds no later than the date that is the later of (i) five (5) Business Days after the date of such notice or (ii) two (2) Business Days prior to the due date for such Transfer Taxes. The Seller and Buyer shall cooperate in the preparation, execution and filing of all Transfer Tax Returns and shall cooperate in seeking to secure any available exemptions from such Transfer Taxes.

Section 9.03     FIRPTA Certificate. The Seller shall deliver to Buyer on the Closing Date, duly completed and executed certificates of non-foreign status pursuant to section 1.1445-2(b)(2) of the Treasury regulations sufficient to exempt Buyer from the requirements of Code Section 1445(a). The sole remedy, including for purposes of Section 10.03 and Article XI or Article XII for failure to provide any such certificate shall be to permit Buyer to make any withholdings as are required pursuant to Section 1445 of the Code.

Section 9.04     Taxpayer Identification Numbers. The taxpayer identification numbers of Buyer and Seller are set forth on Schedule 9.04.

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Section 9.05     Taxes and Tax Returns. The Seller shall be liable for payment of and shall prepare and properly file on a timely basis true, complete and accurate Tax Returns and other documentation for any and all Taxes incurred with respect to the Station Assets and the operation of the Stations for any Pre-Closing Tax Period, and Buyer shall be liable for payment of and shall prepare and properly file on a timely basis true, complete and accurate Tax Returns and other documentation for any and all Taxes incurred with respect to the Station Assets and the operation of the Stations for any Post-Closing Tax Period. Buyer shall prepare and properly file, consistent with past practice, all Tax Returns for any taxable period beginning before and ending after the Effective Time (a “Straddle Period”). Notwithstanding anything to the contrary in this Section 9.05, all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Station Assets for any Straddle Period shall be apportioned between Seller, on the one hand, and Buyer, on the other hand, based on the number of days of such period up to the Effective Time and the number of days of such period after the Effective Time, and Seller shall be liable for the proportionate amount of such Taxes that is attributable to the portion of the Straddle Period up to the Effective Time, and Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the portion of the Straddle Period beginning after the Effective Time.

Section 9.06     Purchase Price Allocation. Within 270 days after the Closing Date, the Seller shall provide to Buyer an allocation of the applicable portions of the Purchase Price among the Station Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or foreign Law, as appropriate) and Buyer and the Seller shall use such allocation in the filing of any and all Tax Returns and other relevant documents with any other Governmental Authority. The Seller shall provide Buyer with any comments on such schedule within fifteen (15) Business Days after the date thereof, and Buyer and the Seller agree to negotiate in good faith regarding the allocation of the Purchase Price (unless Buyer does not provide any comments within the time period set forth herein, in which case Seller’s proposed allocation shall be deemed final). If the parties are unable to reach agreement with respect to such allocation then the parties shall have no further obligation under this Section 9.06 and each party shall make its own determination of such allocation for financial and Tax reporting purposes.

ARTICLE X
CONDITIONS TO CLOSING

Section 10.01     Conditions to Obligations of Buyer and Seller. The obligations of Buyer and the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following conditions:

(a)     No provision of any applicable Law and no Governmental Order shall prohibit the consummation of the Closing.

(b)     The Merger Closing shall have occurred.

(c)     The closing of the transactions contemplated by the Other Purchase Agreements shall have occurred.

(d)     The HSR Clearance shall have been obtained, if necessary.

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(e)     The FCC Consent shall have been granted.

Section 10.02     Conditions to Obligations of Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following further conditions:

(a)     The representations and warranties of Buyer made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement.

(b)     Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date.

(c)     Seller shall have received a certificate dated as of the Closing Date from Buyer, executed by an authorized officer of Buyer, to the effect that the conditions set forth in this Section 10.02(a) have been satisfied.

(d)     Seller shall have received the following documents:

(i)     the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization;

(ii)     a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and

(iii)     a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby.

(e)     Buyer shall have tendered the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement.

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Section 10.03     Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following further conditions:

(a)     The representations and warranties of the Seller made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect.

(b)     Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date.

(c)     Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by an authorized officer of Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfied.

(d)     Buyer shall have received the following documents:

(i)     the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization;

(ii)     a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and

(iii)     a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and thereby.

(e)     The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e).

(f)     The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender.

(g)     The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

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ARTICLE XI
TERMINATION

Section 11.01     Termination. This Agreement may be terminated at any time prior to the Closing as follows:

(a)     by the mutual written consent of the Seller and Buyer;

(b)     either by the Seller or by Buyer:

(i)     if the Closing shall not have occurred on or before the twelve (12) month anniversary of the date of this Agreement (the “Outside Date”) so long as the terminating party is not then in breach of any of its representations, warranties, covenants or agreements contained in this Agreement to the extent that would give the other party the right not to close pursuant to Section 10.02 or Section 10.03, as the case may be;

(ii)     if the FCC denies the FCC Application and FCC counsel for the Seller and Buyer agree that the FCC Consent is not likely to be obtained by the Outside Date;

(iii)     if there shall be any Law that prohibits consummation of the transactions contemplated by this Agreement or if a Governmental Authority of competent jurisdiction shall have issued a Government Order enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement, and such Government Order shall have become final and non-appealable;

(iv)     upon the termination of the Merger Agreement; or

(v)     upon the termination of an Other Purchase Agreement pursuant to the terms thereof.

(c)     by the Seller:

(i)     upon a breach of any representation, warranty, covenant or agreement on the part of Buyer set forth in this Agreement, or if any representation or warranty of Buyer shall have become untrue, in either case such that the condition set forth in Section 10.02(a) would not be satisfied, unless such breach or untruth can be cured prior to Closing and after receipt of written notice thereof, Buyer proceeds in good faith to cure such breach or untruth as promptly as practicable; provided, that the Seller shall not have the right to terminate this Agreement pursuant to this Section 11.01(c) if the Seller is then in breach of any of its representations, warranties, covenants or agreements contained in this Agreement to an extent which would give Buyer the right not to close pursuant to Article X;

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(ii)     if all of the conditions set forth in Section 10.01 and Section 10.03 have been satisfied (other than those conditions that by their nature cannot be satisfied other than at the Closing, including the condition set forth in Section 10.03(d)) and Buyer fails to consummate the transactions contemplated by this Agreement within the earlier of (i) two (2) Business Days after the date the Closing should have occurred pursuant to Section 2.08 and (ii) the later of the date the Closing should have occurred pursuant to Section 2.08 and one (1) Business Day before the Outside Date, and the Seller stood ready, willing and able to consummate the transactions contemplated by this Agreement during such period; and

(d)     by Buyer:

(i)     upon a breach of any representation, warranty, covenant or agreement on the part of the Seller set forth in this Agreement, or if any representation or warranty of Seller shall have become untrue, in either case such that the condition set forth in Section 10.03(a) would not be satisfied, unless such breach or untruth can be cured prior to Closing and after receipt of written notice thereof, the Seller proceeds in good faith to cure such breach or untruth as promptly as practicable; provided, that Buyer shall not have the right to terminate this Agreement pursuant to this Section 11.01(d) if Buyer is then in breach of any of its representations, warranties, covenants or agreements contained in this Agreement to an extent which would give the Seller the right not to close pursuant to Article X; or

(ii)     if all of the conditions set forth in Section 10.01 and Section 10.02 have been satisfied (other than those conditions that by their nature cannot be satisfied other than at the Closing) and Seller fails to consummate the transactions contemplated by this Agreement within the earlier of (i) two (2) Business Days after the date the Closing should have occurred pursuant to Section 2.08 and (ii) the later of the date the Closing should have occurred pursuant to Section 2.08 and one (1) Business Day before the Outside Date, and Buyer stood ready, willing and able to consummate the transactions contemplated by this Agreement during such period; or

(e)     The party desiring to terminate this Agreement pursuant to this Section 11.01 (other than pursuant to Section 11.01(a)) shall give written notice of such termination to the other party.

Section 11.02      Notice of Breach.   Notwithstanding anything to the contrary in this Article, (a) neither the Seller nor Buyer shall be entitled to provide notice of termination pursuant to Section 11.01(c) or 11.01(d) unless the Seller or Buyer, as the case may be, has provided the other party notice of the particular breach that would warrant termination of this Agreement and thirty (30) days to cure such breach; and (b) notwithstanding anything in subsection (a) to the contrary, in no event shall Buyer have any cure period for any failure to pay the Purchase Price in accordance with Section 2.06.

Section 11.03     Effect of Termination.

(a)     In the event of a termination of this Agreement pursuant to Section 11.01 or Section 11.03, this Agreement (other than Section 7.02, Article XI, Article XII, and Article XIII, which shall remain in full force and effect) shall forthwith become null and void, and neither party hereto (nor any of their respective Affiliates, members, directors, officers or employees) shall have any liability or further obligation, except as provided in Sections 11.03(b) below. A termination of this Agreement shall not terminate the confidentiality rights and obligations of the parties set forth in Section 7.02 hereof.

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(b)     For the avoidance of doubt, the parties hereto expressly acknowledge and agree that this Section 11.03 in no way limits or restricts a party’s ability to exercise its rights to damages relating to the termination of the Agreement terminated by Seller pursuant to Section 11.01(c)(i) or Section 11.01(c)(ii) or by Buyer pursuant to Section 11.01(d)(i) or Section 11.01(d)(ii) or exercise its right to specific performance pursuant to Section 13.11 at any time prior to the termination of this Agreement in accordance with its terms.

ARTICLE XII
SURVIVAL; INDEMNIFICATION

Section 12.01     Survival. The representations and warranties of the parties hereto contained in or made pursuant to this Agreement or in any certificate or other writing furnished pursuant hereto or in connection herewith shall survive in full force and effect until the first anniversary of the Closing Date; provided, that (a) the representations and warranties in the first and third sentences of Section 3.01, the first sentence of Section 4.01, and the representations and warranties in Section 3.02, and Section 4.02 shall survive in perpetuity, and (b) the representations and warranties in Section 3.09 shall survive for the applicable statute of limitations plus 60 days. Except as otherwise set forth in this Section 12.01, none of the covenants and agreements shall survive the Closing except to the extent any covenants and agreements contemplate performance after the Closing, such covenants and agreements shall survive until performed. No claim may be brought under this Agreement unless written notice describing in reasonable detail the nature and basis of such claim is given on or prior to the last day of the applicable survival period. In the event such notice is given, the right to indemnification with respect thereto shall survive the applicable survival period until such claim is finally resolved and any obligations thereto are fully satisfied.

Section 12.02     Indemnification by Buyer.

(a)     Subject to Section 12.01, Buyer shall indemnify against and hold harmless the Seller, its Affiliates and their respective employees, officers, members, and representatives (collectively, the “Seller Indemnified Parties”) from, and will promptly defend any Seller Indemnified Party from and reimburse any Seller Indemnified Party for, any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind (including any Action brought by any Governmental Authority or Person and including reasonable attorneys’ fees and expenses reasonably incurred) (collectively, “Losses”), which any Seller Indemnified Party may at any time suffer or incur, or become subject to, as a result of or in connection with:

(i)     Buyer’s breach of any of its representations or warranties contained in this Agreement (each such breach, a “Buyer Warranty Breach”);

(ii)     any breach or nonfulfillment of any agreement, obligation, or covenant of Buyer under the terms of this Agreement; and

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(iii)     the Assumed Liabilities (which include assumption of the Assumed Contracts).

(b)     Notwithstanding any other provision to the contrary, Buyer shall not be required to indemnify and hold harmless any Seller Indemnified Party pursuant to Section 12.02(a): (i) unless such Seller Indemnified Party has asserted a claim with respect to such matters within the applicable survival period set forth in Section 12.01 and (ii) only if and only to the extent the aggregate amount of Seller Indemnified Parties’ Losses resulting from Buyer Warranty Breaches is in excess of $437,500 (the “Deductible”); provided, that the cumulative indemnification obligation of Buyer under this Section 12.02(b) shall in no event exceed ten percent (10%) of the Purchase Price (the “Cap”); provided further, that neither the Deductible nor the Cap shall apply in the case of any indemnification under clause (ii) and (iii) of Section 12.02(a); provided further, that in the case of any indemnification under clauses (ii) and (iii) of Section 12.03(a) that the cumulative indemnification obligation of Buyer under this Section 12.03(b) shall in no event exceed the amount of the Purchase Price.

(c)     Notwithstanding Section 12.02(b) above, on and as of the date that is six (6) months following the Closing, the Cap shall be reduced to an amount equal to (x) five percent (5%) of the Purchase Price plus (y) the amount of any claims by the Seller Indemnified Parties for indemnification under this Agreement outstanding and unpaid as of such date, if any, pursuant to the terms and subject to the conditions set forth in this Agreement. On the date that is twelve (12) months following the Closing, the Cap shall be reduced to the amount of any claims by the Seller Indemnified Parties for indemnification under this Agreement outstanding and unpaid as of such date, if any, pursuant to the terms and subject to the conditions set forth in this Agreement.

Section 12.03     Indemnification by Seller.

(a)     Subject to Section 12.01, the Seller shall indemnify against and hold harmless Buyer, its Affiliates, and each of their successors and permitted assigns, and their respective employees, officers, directors and representatives (collectively, the “Buyer Indemnified Parties”) from, and will promptly defend any Buyer Indemnified Party from and reimburse any Buyer Indemnified Party for, any and all Losses which such Buyer Indemnified Party may at any time suffer or incur, or become subject to, as a result of or in connection with:

(i)     The Seller’s breach of, any of the representations or warranties contained in this Agreement (each such breach, a “Seller Warranty Breach”);

(ii)     any breach or nonfulfillment of any agreement or covenant of the Seller under the terms of this Agreement; and

(iii)     the Excluded Liabilities and the Excluded Assets, including any liability under any tolling agreement entered into pursuant to Section 7.01(b).

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(b)     Notwithstanding any other provision to the contrary, the Seller shall not be required to indemnify and hold harmless any Buyer Indemnified Party pursuant to Section 12.03(a): (i) unless such Buyer Indemnified Party has asserted a claim with respect to such matters within the applicable survival period set forth in Section 12.01 and (ii) only for the aggregate amount of Buyer Indemnified Parties’ Losses resulting from Seller Warranty Breaches in excess of the Deductible; provided, that the cumulative indemnification obligation of Seller for Seller Warranty Breaches shall in no event exceed the Cap; provided further, that neither the Deductible nor the Cap shall apply in the case of any indemnification under clauses (ii) and (iii) of Section 12.03(a); provided further, that in the case of any indemnification under clauses (ii) and (iii) of Section 12.03(a) that the cumulative indemnification obligation of the Seller under this Section 12.03(b) shall in no event exceed the Purchase Price received by the Seller.

(c)     Notwithstanding Section 12.03(b) above, on and as of the date that is six (6) months following the Closing Date, the Cap shall be reduced to an amount equal to (x) five percent (5%) of the Purchase Price plus (y) the amount of any claims by the Buyer Indemnified Parties for indemnification under this Agreement outstanding and unpaid as of such date, if any, pursuant to the terms and subject to the conditions set forth in this Agreement. On the date that is twelve (12) months following the Closing, the Cap shall be reduced to the amount of any claims by the Buyer Indemnified Parties for indemnification under this Agreement outstanding and unpaid as of such date, if any, pursuant to the terms and subject to the conditions set forth in this Agreement.

Section 12.04     Notification of Claims.

(a)     A party entitled to be indemnified pursuant to Section 12.02 or Section 12.03 (the “Indemnified Party”) shall promptly notify the party liable for such indemnification (the “Indemnifying Party”) in writing of any claim or demand that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement; provided, that a failure to give prompt notice or to include any specified information in any notice will not affect the rights or obligations of either party hereunder except and only to the extent that, as a result of such failure, any party that was entitled to receive such notice was damaged as a result of such failure. Subject to the Indemnifying Party’s right to defend in good faith third party claims as hereinafter provided, the Indemnifying Party shall satisfy its obligations under this Article XII within thirty (30) days after the receipt of written notice thereof from the Indemnified Party.

(b)     If the Indemnified Party shall notify the Indemnifying Party of any claim pursuant to Section 12.04(a), the Indemnifying Party shall have the right to employ counsel of its choosing to defend any such claim asserted by any third party against the Indemnified Party for so long as the indemnifying party shall continue in good faith to diligently defend against such claim. The Indemnified Party shall have the right to participate in the defense of any such claim at its own expense. The Indemnifying Party shall notify the Indemnified Party in writing, as promptly as possible (but in any case five (5) Business Days before the due date for the answer or response to a claim) after the date of the notice of claim given by the Indemnified Party to the Indemnifying Party under Section 12.04(a) of its election to defend in good faith any such third party claim. So long as the Indemnifying Party is defending in good faith any such claim asserted by a third party against the Indemnified Party, the Indemnified Party shall not settle or compromise such claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, and the Indemnified Party shall make available to the Indemnifying Party or its agents all records and other material in the Indemnified Party’s possession reasonably required by it for its use in contesting any third party claim. Regardless of whether the Indemnifying Party elects to defend any such claim, the Indemnified Party shall have no obligation to do so. In the event (i) the Indemnifying Party elects not to defend such claim; or (ii) the Indemnifying Party elects to defend such claim but fails to diligently defend such claim in good faith, the Indemnified Party shall have the right to conduct the defense thereof and to settle or compromise such claim or action without the consent of the Indemnifying Party, except that with respect to the settlement or compromise of such a claim, the Indemnified Party shall not settle or compromise any such claim without the consent of the Indemnifying Party (such consent not to be unreasonably withheld), unless the Indemnifying Party is given a full and complete release of any and all liability by all relevant parties relating thereto and has no obligation to pay any damages.

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Section 12.05     Net Losses; Subrogation; Mitigation.

(a)     Notwithstanding anything contained herein to the contrary, the amount of any Losses incurred or suffered by an Indemnified Party shall be calculated after giving effect to (i) any insurance proceeds received by the Indemnified Party (or any of its Affiliates) with respect to such Losses and (ii) any recoveries obtained by the Indemnified Party (or any of its Affiliates) from any other third party, in each case, net of the costs and expenses incurred in obtaining such proceeds and recoveries. Each Indemnified Party shall exercise commercially reasonable efforts to obtain such proceeds, benefits and recoveries (collectively, “Proceeds”). If any such Proceeds are received by an Indemnified Party (or any of its Affiliates) with respect to any Losses after an Indemnifying Party has made a payment to the Indemnified Party with respect thereto, the Indemnified Party (or such Affiliate) shall pay to the Indemnifying Party the amount of such Proceeds (up to the amount of the Indemnifying Party’s payment). With respect to any Losses incurred or suffered by an Indemnified Party, the Indemnifying Party shall have no liability for any Losses to the extent that the same Losses have already been recovered by the Indemnified Party from the Indemnifying Party(because the Indemnified Party may only recover once in respect of the same Loss).

(b)     Upon making any payment to an Indemnified Party in respect of any Losses, the Indemnifying Party shall, to the extent of such payment, be subrogated to all rights of the Indemnified Party (and its Affiliates) against any third party in respect of the Losses to which such payment relates. Such Indemnified Party (and its Affiliates) and Indemnifying Party shall execute upon request all instruments reasonably necessary to evidence or further perfect such subrogation rights.

(c)     Buyer and the Seller shall use commercially reasonable efforts to mitigate any Losses, whether by asserting claims against a third party or by otherwise qualifying for a benefit that would reduce or eliminate an indemnified matter; provided, that neither party shall be required to use such efforts if they would be detrimental in any material respect to such party.

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Section 12.06     Computation of Indemnifiable Losses. Any calculation of Losses for purposes of this Article XII shall be (a) reduced to take account of any net Tax benefit actually realized by the Indemnified Party arising from the deductibility of any such Loss in the year such Loss is incurred; and (b) increased to take account of any net Tax liability actually realized by the Indemnified Party arising from the receipt or accrual of any indemnity obligation hereunder; provided, that the mitigation provisions hereof shall not require either party to take any action with respect to any Tax filing or claim, even if such filing or claim would likely result in a net Tax benefit. To the extent permitted by applicable Law, all indemnity payments made pursuant to this Agreement shall be treated by the parties hereto as an adjustment to the Purchase Price.

Section 12.07     Exclusive Remedies. In the event the transactions contemplated by this Agreement are consummated, the indemnification provisions of this Article XII shall be the sole and exclusive remedies of Buyer and the Seller for any breach of the representations or warranties or nonperformance of any covenants and agreements of Buyer or the Seller contained in this Agreement or any Ancillary Agreement, and neither party shall have any liability to the other party under any circumstances for special, indirect, consequential, punitive or exemplary damages or lost profits, diminution in value or any damages based on any type of multiple of earnings of any Indemnified Party; provided, that nothing contained in this Agreement shall relieve or limit the liability of either party from any liability or Losses arising out of or resulting from fraud or intentional breach in connection with the transactions contemplated in this Agreement or the Ancillary Agreements; provided, that, notwithstanding any statement in this section to the contrary, in no event shall either party’s liability to other for any cause exceed the amount of the Purchase Price.

ARTICLE XIII
GENERAL PROVISIONS

Section 13.01     Expenses. Except as may be otherwise specified herein, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred.

Section 13.02     Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed to have been duly delivered and received (a) on the date of personal delivery, (b) on the date of transmission (with written confirmation of receipt), if sent by facsimile, or (c) one (1) Business Day after having been dispatched via a nationally-recognized overnight courier service, to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 13.02):

If to Seller:

Media General, Inc.

333 E. Franklin Street

Richmond, VA 23219

Attention: President

With a copy: attention: General Counsel

Fax: (804) 887-7021

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If to Buyer:

Sinclair Broadcast Group, Inc.

10706 Beaver Dam Road

Cockeysville, Maryland 21030

Attention: President

With a copy: attention: General Counsel

Fax: (410) 568-1537

Section 13.03     Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 13.04     Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced because of the application of any Law or the regulations and policies of any Governmental Authority or the decision by any Governmental Authority of competent jurisdiction (including any court), all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to either party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Section 13.05     Entire Agreement. This Agreement and the Ancillary Agreements constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, between the Seller and Buyer with respect to the subject matter hereof and thereof, except as otherwise expressly provided herein.

Section 13.06     Successors and Assigns.

(a)     This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Neither party may assign its rights under this Agreement without the other party’s prior written consent; provided, that Buyer may assign all or any portion of its rights and obligations hereunder to an Affiliate of Buyer upon written notice to Seller if, but only if, (i) such assignment is made before the filing of the FCC Application and any filling required under the HSR Act, (ii) the assignee can make the representations and warranties of Buyer in Section 4.06 hereof without any qualification or exception and without any need for waiver of the multiple ownership rules in the FCC Rules, (iii) Buyer reasonably determines that such third party is eligible pursuant to the Communications Act, FCC Rules, HSR Act, and any other Antitrust Law to be the assignee of the designated Station Assets, (iv) Buyer shall remain liable for all of its obligations hereunder, and (v) Buyer provides Seller with a copy of any document executed by such assignee within ten (10) Business Days of execution.

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(b)     Each of the Seller and Buyer shall have the right to assign its respective rights under this Agreement (but without release of its respective obligations herein and without release of the other party’s obligations herein) to a third party who may act as a “qualified intermediary” or an “exchange accommodation titleholder” with respect to this Agreement in accordance with the provisions of Section 1031 of the Code, the Treasury Regulations promulgated thereunder, and any corresponding state or local income Tax Laws (such assignment and related transactions, a “Like-Kind Exchange”). If either party elects to engage in a Like-Kind Exchange, the party so electing (the “Electing Party”) shall notify the other party of its election in writing no later than five (5) days prior to the Closing, identifying those Station Assets that it intends to qualify as part of the Like-Kind Exchange. The Electing Party shall bear its own expenses in connection with any such election to engage in a Like-Kind Exchange. Each of Seller and Buyer, as the case may be, shall cooperate fully with the Electing Party, and take any action reasonably requested in writing by the Electing Party, in connection with enabling the transactions to qualify in whole or in part as a Like-Kind Exchange; provided, however, that such actions do not impose any liabilities, including any unreimbursed monetary obligations or costs, on Seller or Buyer and does not release Buyer or Seller from its obligations under this Agreement, as the case may be, and that the Electing Party shall promptly reimburse the other party for any third-party costs reasonably incurred in connection with such election, including as the result of any subsequent review of such election by any Governmental Authority or any attendant Tax consequences.

Section 13.07     No Recourse. Notwithstanding any of the terms or provisions of this Agreement, neither the Seller nor Buyer, nor any Person acting on either party’s behalf, may assert any Action against any employee, officer, director, member, Representative or trustee of the other party or stockholder, member or trustee of such other party in connection with or arising out of this Agreement or the transactions contemplated hereby.

Section 13.08     No Third-Party Beneficiaries. Except as expressly provided in this Agreement, this Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 13.09     Amendments and Waivers.

(a)     This Agreement may not be amended or modified except by an instrument in writing signed by the Seller and Buyer.

(b)     At any time prior to the Closing, either party may (i) extend the time for the performance of any obligation or act required by the other party hereto, (ii) waive any inaccuracies in the representations and warranties of the other party hereto contained herein or in any document delivered pursuant hereto, or (iii) waive compliance by the other party hereto with any of the agreements or conditions contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby.

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(c)     No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law.

Section 13.10     Governing Law; Jurisdiction. The construction and performance of this Agreement shall be governed by, and construed in accordance with, the Law of the State of Delaware without regard to its principles of conflict of Law. The exclusive forum for the resolution of any disputes arising hereunder shall be the Delaware Chancery Court, and each party hereto irrevocably submits to the exclusive jurisdiction of such courts in any such Action and irrevocably waives the reference of an inconvenient forum to the maintenance of any such Action. Notwithstanding the foregoing, neither party will bring any Action, whether in law or in equity, whether in contract or in tort or otherwise, against the lenders of the Seller or Buyer relating to this Agreement or any of the transactions contemplated by this Agreement, including but not limited to any dispute arising out of any commitment letter or the performance thereof, in any forum other than the Delaware Chancery Court or, if under applicable Law exclusive jurisdiction is vested in the Federal courts, the United States District Court located in Delaware (and appellate courts thereof). 

13.11     Specific Performance. The parties agree that, notwithstanding anything in this Agreement to contrary, each party would suffer irreparable damage for which monetary damages, even if available, would not be an adequate remedy in the event that the other party fails to fulfill its obligation under this Agreement to consummate the transactions contemplated by this Agreement in accordance with its terms. In such event, the non-breaching party shall be entitled (in addition to any other remedy available at law or equity) to specific performance and other equitable relief to enforce the other party’s obligations under this Agreement without posting bond or other security. In the event that the non-breaching party seeks a decree of specific performance or other equitable relief to enforce the other party’s obligations under this Agreement, the other party shall waive the defense that the non-breaching party has an adequate remedy at law. In addition to the foregoing, the non-breaching party shall be entitled to prompt payment on demand from the other party of the reasonable attorneys’ fees and costs incurred by the non-breaching party in enforcing its rights under this Section.

Section 13.12     WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING BUT NOT LIMITED TO ANY ACTION ARISING OUT OF OR RELATED TO ANY FINANCING FOR THE TRANSACTIONS CONTEMPLATED HEREBY.

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Section 13.13     Counterparts. This Agreement may be executed in counterparts, each of which when executed shall be deemed to be an original but both of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or e-mail shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 13.14     No Presumption. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 13.15     Disclosure Schedules.

(a)     The matters reflected in the disclosure schedules (the “Schedules”) shall not be deemed to constitute an acknowledgment by Seller that the matter is required to be disclosed by the terms of this Agreement and may include certain items and information solely for informational purposes.

(b)     If and to the extent any information required to be furnished in any section of the Schedules is contained in the Agreement or in any section of the Schedules, such information shall be deemed to be included in all sections of the Schedules to the extent that the relevance of any such information to any other section of the Schedules is readily apparent from the text of such disclosure. The Seller has disclosed the information contained in the Schedules solely for purposes of the Agreement, and no information contained therein shall be deemed to be an admission by any party thereto to any third party of any matter whatsoever, including any violation of Law or breach of any agreement referenced therein. The headings of the Schedules are for convenience of reference only and shall not be deemed to alter or effect the description of the sections of these Schedules as set forth in the Agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

Harrisburg Television, Inc.
By:	/s/ Chris Ripley
	Name: Chris Ripley
	Title: CFO

[Signature Page to WLUK/WCWF Green Bay APA]

Mercury New Holdco, Inc.
By:	/s/ James F. Woodward
	Name: James F. Woodward
	Title: Treasurer

[Signature Page to WLUK/WCWF Green Bay APA]

LIN Television Corporation
By:	/s/ Richard J. Schmaeling
	Name: Richard J. Schmaeling
	Title: CFO

[Signature Page to WLUK/WCWF Green Bay APA]

EX-10

Exhibit 10.3

EXECUTION VERSION

ASSET PURCHASE AGREEMENT

for the SALE of TELEVISION STATION

WTGS HARDEEVILLE, SC (SAVANNAH, GA MARKET)

by and among

Mercury New Holdco, Inc.

LIN Television Corporation

on the one hand,

and

Sinclair Communications, LLC

on the other hand

August 20, 2014

TABLE OF CONTENTS

ARTICLE I
DEFINITIONS

Section 1.01	Definitions	2
Section 1.02	Terms Generally	9
ARTICLE II
PURCHASE AND SALE
Section 2.01	Purchase and Sale	9
Section 2.02	Excluded Assets	10
Section 2.03	Assumed Liabilities	12
Section 2.04	Excluded Liabilities	12
Section 2.05	Assignment of Contracts and Rights	14
Section 2.06	Purchase Price	14
Section 2.07	Reserved	14
Section 2.08	Closing	14
Section 2.09	General Proration	16
Section 2.10	Multi-Station Contracts	18
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER
Section 3.01	Seller Existence and Power	19
Section 3.02	Seller Authorization	20
Section 3.03	Governmental Authorization	20
Section 3.04	FCC and Programming Distribution Matters	20
Section 3.05	Taxes	22
Section 3.06	Tangible Personal Property	23
Section 3.07	Real Property	24
Section 3.08	Contracts	24
Section 3.09	Environmental	26
Section 3.10	Intangible Property	27
Section 3.11	Employees; Labor Matters; Employee Benefit Plans	27
Section 3.12	Insurance	30
Section 3.13	Compliance with Law; Permits	30
Section 3.14	Litigation	31
Section 3.15	Financial Statements	31
Section 3.16	No Undisclosed Liabilities	31
Section 3.17	Absence of Changes	31
Section 3.18	No Brokers	32
Section 3.19	Related Party Transactions	32
Section 3.20	All Assets	32

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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER
Section 4.01	Existence and Power	32
Section 4.02	Corporate Authorization	32
Section 4.03	Governmental Authorization	33
Section 4.04	Noncontravention	33
Section 4.05	Absence of Litigation	33
Section 4.06	Qualifications	33
Section 4.07	Brokers	33
Section 4.08	Financing	34
Section 4.09	Projections and Other Information	34
Section 4.10	Solvency	34
ARTICLE V
COVENANTS OF SELLER
Section 5.01	Operations Pending Closing	35
Section 5.02	No Negotiation	38
Section 5.03	No-Hire	38
Section 5.04	Interim Reports	39
Section 5.05	Additional Seller Party
Section 7.01	Commercially Reasonable Efforts; Further Assurances	42
Section 7.02	Confidentiality	44
Section 7.03	Control Prior to Closing	44
Section 7.04	Public Announcements	44
Section 7.05	Notices of Certain Events	44
Section 7.06	Retention of Records; Post-Closing Access to Records	45
Section 7.07	Cooperation in Litigation	45
Section 7.08	Financial Statement Assistance	46
ARTICLE VIII
EMPLOYEE MATTERS
Section 8.01	Employment	47
Section 8.02	Savings Plan	47
Section 8.03	Employee Welfare Plans	47
Section 8.04	Vacation	48
Section 8.05	Sick Leave	48
Section 8.06	No Further Rights	48
Section 8.07	Flexible Spending Plan	49
Section 8.08	Payroll Matters	49

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Section 8.09	WARN Act	50
ARTICLE IX
TAX MATTERS
Section 9.01	Bulk Sales	50
Section 9.02	Transfer Taxes	50
Section 9.03	FIRPTA Certificate	50
Section 9.04	Taxpayer Identification Numbers	50
Section 9.05	Taxes and Tax Returns	51
Section 9.06	Purchase Price Allocation	51
ARTICLE X
CONDITIONS TO CLOSING
Section 10.01	Conditions to Obligations of Buyer and Seller	51
Section 10.02	Conditions to Obligations of Seller	52
Section 10.03	Conditions to Obligations of Buyer	53
ARTICLE XI
TERMINATION
Section 11.01	Termination	54
Section 11.02	Notice of Breach	55
Section 11.03	Effect of Termination	55
ARTICLE XII
SURVIVAL; INDEMNIFICATION
Section 12.01	Survival	56
Section 12.02	Indemnification by Buyer	56
Section 12.03	Indemnification by Seller	57
Section 12.04	Notification of Claims	58
Section 12.05	Net Losses; Subrogation; Mitigation	59
Section 12.06	Computation of Indemnifiable Losses	60
Section 12.07	Exclusive Remedies	60
ARTICLE XIII
GENERAL PROVISIONS
Section 13.01	Expenses	60
Section 13.02	Notices	60
Section 13.03	Headings	61
Section 13.04	Severability	61
Section 13.05	Entire Agreement	61
Section 13.06	Successors and Assigns	61
Section 13.07	No Recourse	62

iii 

Section 13.08	No Third-Party Beneficiaries	62
Section 13.09	Amendments and Waivers	62
Section 13.10	Governing Law; Jurisdiction	63
Section 13.11	Specific Performance	63
Section 13.12	WAIVER OF JURY TRIAL	63
Section 13.13	Counterparts	64
Section 13.14	No Presumption	64
Section 13.15	Disclosure Schedules	64
Exhibit A-1	Form of Bill of Sale
Exhibit A-2	Form of Option Exercise Agreement
Exhibit A-3	Form of Assignment and Assumption of FCC Licenses
Exhibit A-4	Form of Assignment of Intangible Property
Exhibit A-5	Form of Assignment and Assumption Agreement
Exhibit A-6	Form of Assignment and Assumption of Real Property Leases
Exhibit A-7	Form of Transition Services Agreement

iv 

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this “Agreement”) dated as of August 20, 2014 is by and among Mercury New Holdco, Inc., a Virginia corporation (the “Seller”), LIN Television Corporation (“LIN”), a Delaware corporation and a wholly-owned subsidiary of LIN Media (as defined below), and Sinclair Communications, LLC, a Maryland limited liability company (“Buyer”).

RECITALS

WHEREAS, Media General, Inc., a Virginia corporation (“MEG”), and the Seller are party to that certain Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of March 21, 2014, by and among MEG, the Seller, Mercury Merger Sub 1, Inc., a Virginia corporation and a wholly-owned subsidiary of the Seller, Mercury Merger Sub 2, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Seller, and LIN Media LLC, a Delaware limited liability company (“LIN Media”), pursuant to which MEG and LIN Media and their respective direct and indirect Subsidiaries will become direct and/or indirect Subsidiaries of Seller;

WHEREAS, Buyer or its Affiliate and Seller or its Affiliate have entered into purchase agreements (each an “Other Purchase Agreement”) relating to the television stations WLUK-TV, WCWF-TV, KXRM-TV and KXTU-LD, WJAR-TV and WTTA-TV;

WHEREAS, LIN, together with certain of its direct and indirect Subsidiaries (collectively, the “LIN Companies”), own assets (other than certain authorizations issued by the Federal Communications Commission (the “FCC”) and certain other assets) used in the operation of the television broadcast station WTGS Hardeeville, SC (Savannah, Georgia market) (the “Station”);

WHEREAS, Vaughan Acquisition LLC (“Vaughan”) owns all of the outstanding equity interests of WTGS Television, LLC (“WTGS TV”), which holds certain authorizations issued by the FCC pursuant to which the Station is owned and operated and certain other assets used in the operation of the Station;

WHEREAS, pursuant to that certain Option Agreement, dated as of May 4, 2012 (the “Option Agreement”), by and among LIN, Vaughan and WTGS TV, LIN holds an option (the “Option”) to purchase from WTGS TV those certain assets (including FCC licenses), and to assume those certain liabilities of WTGS TV, relating to the operation of the Station that are subject to the option set forth therein (respectively, the “Option Assets” and the “Option Liabilities”);

WHEREAS, simultaneously herewith, LIN, Vaughan and WTGS TV are entering into that certain Option Exercise Agreement, dated as of the date hereof (the “Option Exercise Agreement”), pursuant to which (x) LIN is exercising its Option subject to and conditioned upon the consummation of the transactions contemplated hereby, and (y) Vaughan will transfer to the Buyer, simultaneously with the consummation of the transactions contemplated by this Agreement, the Option Assets.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth in this Agreement, Buyer and the Seller hereby agree as follows:

ARTICLE I
DEFINITIONS

Section 1.01     Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Accounting Firm” means (a) an independent certified public accounting firm in the United States of national recognition mutually acceptable to the Seller and Buyer or (b) if the Seller and Buyer are unable to agree upon such a firm, then the regular independent auditors for the Seller and Buyer shall mutually agree upon a third independent certified public accounting firm, in which event, “Accounting Firm” shall mean such third firm.

“Accounts Receivable” means all accounts receivable (other than accounts receivable relating to Tradeout Agreements or film and program barter agreements), and all rights to receive payments under any notes, bonds and other evidences of indebtedness and all other rights to receive payments, arising out of sales occurring in the operation of the Station prior to the Effective Time for services performed (e.g., the actual broadcast of commercials sold) or delivered by the Station prior to the Effective Time.

“Action” means, any legal or administrative claim, suit, action, complaint, charge, arbitration or other proceeding by or before any Governmental Authority.

“Affiliate” means, with respect to a specified Person, any Person or member of a group of Persons acting together that, directly or indirectly, through one or more intermediaries, controls, or is controlled by or is under common control with, the specified Person. As used in this definition, the term “control” (including the terms “controlling,” “controlled by” and “under common control with”) shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Ancillary Agreements” means any certificate, agreement, document or other instrument to be executed and delivered in connection with the transactions contemplated by this Agreement.

“Antitrust Laws” means the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other federal, state and foreign, if any, Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

“ASCAP” means the American Society of Composers, Authors and Publishers.

“Balance Sheet Date” means June 30, 2014.

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“Bargaining Agreement” means the collective bargaining agreements set forth on Schedule 3.11(a).

“BMI” means Broadcast Music, Inc.

“Business” shall mean the business and operation of the Station.

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed (or actually closed) in the City of New York. “Cash and Cash Equivalents” means those items which would be required by GAAP to be included as “cash” or “cash equivalents” on a consolidated balance sheet of the Seller as of the Effective Time.

“Code” means the Internal Revenue Code of 1986, as amended.

“Communications Act” means, collectively, the Communications Act of 1934, as amended, the Telecommunications Act of 1996, and the Children’s Television Act of 1990 (including FCC Rules and any other rules and regulations promulgated under each of the foregoing), in each case, as in effect from time to time.

“Confidentiality Agreement” means the non-disclosure agreement between Media General, Inc. and Sinclair Television Group, Inc., dated as of April 24, 2014.

“Contracts means contracts, agreements, leases, non-governmental licenses, sales and purchase orders and other agreements (including Real Property Leases, Revenue Leases and employment agreements), written or oral (including any amendments or modifications thereto).

“Copyrights” means all copyrights and copyright applications and registrations therefor owned by the Seller, the LIN Companies or any of their respective Affiliates and used primarily in connection with the Business.

“Effective Time means 12:01 a.m., New York City time, on the Closing Date.

“Employee(s)” means, individually or collectively, the full-time, part-time and per diem persons employed by the Seller or any of its Affiliates (including the LIN Companies) immediately prior to the Closing who are then engaged in the operation of the Station, including those listed on Schedule 3.11(b) , other than Excluded Employees.

“Environmental Laws” means any Law in effect on the date of this Agreement whether local, state, or federal relating to: (a) Releases or threatened Releases of Hazardous Materials into the environment; (b) the use, treatment, storage, disposal, handling, discharging or shipment of Hazardous Material; (c) the regulation of storage tanks; or (d) otherwise relating to pollution or protection of human health, occupational safety and the environment.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

3

“Estimated Adjustment” means, with respect to the Estimated Settlement Statement, an amount equal to the Buyer Prorated Amount minus the Seller Prorated Amount, which amount shall be expressed as a positive or negative number.

“Excluded Employee(s)” means, any employee of the Seller, the LIN Companies or their respective Affiliates whose principal work location is not the Station or whose employment responsibilities relate substantially to the corporate operations of WTGS TV, the Seller or Other Seller Stations, in each case as of immediately prior to the Closing, and the employees denoted on Schedule 3.11(b) as “Excluded Employees”.    

“FCC” means the Federal Communications Commission.

“FCC Consent” means the FCC’s initial consent to the assignment of each of the FCC Licenses identified on Schedule 3.04(a) from WTGS TV to Buyer or its Affiliate.

“FCC Licenses” means the licenses, permits and other authorizations, including any temporary waiver or special temporary authorization and any renewals thereof or any transferable pending application therefor, relating to the Station, issued by the FCC, each of which existing as of the date hereof is identified on Schedule 3.04(a).

“FCC Rules” means the published rules and policies of the FCC.

“Final Adjustment” means, with respect to the Final Settlement Statement, an amount equal to the Buyer Prorated Amount minus the Seller Prorated Amount, which amount shall be expressed as a positive or negative number.

“GAAP” means United States generally accepted accounting principles as in effect on the Balance Sheet Date, consistently applied.

“Governmental Authority” shall mean and include any court or tribunal or administrative, governmental or regulatory body, agency, commission, board, legislature, instrumentality, division, department, public body or other authority of any nation or government or any political subdivision thereof, whether foreign or domestic and whether national, supranational, state or local.

“Governmental Consents” shall collectively mean the FCC Consent and HSR Clearance, if necessary.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Hazardous Material” means hazardous or toxic wastes, chemicals, substances, constituents, pollutants or related material, whether solids, liquids, or gases, defined or regulated under § 101(14) of CERCLA; the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq.; the Safe Drinking Water Act, 42 U.S.C. §§ 300(f) et seq.; the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. §§ 1251 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq.; the Occupational Safety and Health Act of 1970, 29 U.S.C. §§ 651 et seq.; or any similar applicable federal, state or local Environmental Laws.

4

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder.

“Income Taxes” means income, franchise, doing business and similar taxes.

“Indebtedness” means, with regard to any Person, any liability or obligation, whether or not contingent, (a) in respect of borrowed money or evidenced by bonds, monies, debentures, or similar instruments or upon which interest payments are normally made, (b) for the payment of any deferred purchase price of any property, assets or services (including pursuant to capital leases) but excluding trade payables and Program Rights Obligations, (c) guaranties, direct or indirect, in any manner, of all or any part of any Indebtedness of any Person, (d) all obligations under acceptance, standby letters of credit or similar facilities, (e) all matured obligations to purchase, redeem, retire, defease or otherwise make any payment in respect of any membership interests, shares of capital stock or other ownership or profit interest or any warrants, rights or options to acquire such membership interests, shares or such other ownership or profit interest, (f) all accrued interest of all obligations referred to in (a) – (e) and (g) all obligations referred to in (a) – (f) of a third party secured by any Lien on property or assets.

“Intellectual Property” means all intellectual property rights in or arising from any of the following: call letters, Trademarks, trade names, service marks, patents, inventions, Trade Secrets, know-how, Internet domain names, websites, web content, databases, software programs or applications (including user-applications), Copyrights, programs and programming material, jingles, slogans and logos and all goodwill, if any, associated therewith.

“IRS” means the United States Internal Revenue Service.

“Knowledge of Seller” means the actual personal knowledge of the CEO, CFO and General Counsel (or Person holding a similar position) of LIN and the general manager or chief engineer (or Person holding a similar position, but not any consultant) of the Station.

“Law” means any United States (federal, state, local) or foreign law, constitution, treaty, statute, ordinance, regulation, rule, code, order, judgment, injunction, writ or decree.

“Lien” means, with respect to any property or asset, any mortgage, lien, pledge, charge, easement, right of way, restrictive covenant, encroachment, security interest or encumbrance of any kind whatsoever, whether voluntarily incurred or arising by operation of Law or otherwise, in respect of such property or asset.

“Market” means the “Designated Market Area,” as determined by The Nielsen Company, of the Station.

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“Material Adverse Effect” means any event, state of facts, circumstance, development, change, effect or occurrence (an “Effect”) that, individually or in the aggregate with any other Effect, has had or would reasonably be expected to have a materially adverse effect on (a) the business, properties, assets, financial condition or results of operations of the Station, or (b) the ability of the Seller to perform its obligations under this Agreement or the ability of WTGS TV to perform its obligations under the Option Exercise Agreement, excluding in all respects any Effects resulting from (i) conditions in the economy of the United States generally, including changes in the United States or foreign credit, debt, capital or financial markets (including changes in interest or exchange rates) or the economy of any town, city or region or country in which the Station conducts business, (ii) general changes or developments in the broadcast television industry, (iii)  the execution and delivery of this Agreement, the announcement of this Agreement and the transactions contemplated hereby, the consummation of the transactions contemplated hereby, the compliance with the terms of this Agreement or the Option Exercise Agreement or the taking of any action required by this Agreement or the Option Exercise Agreement or consented to by Buyer, (iv) earthquakes, hurricanes, tornadoes, natural disasters or global, national or regional political conditions, including hostilities, military actions, political instability, acts of terrorism or war or any escalation or material worsening of any such hostilities, military actions, political instability, acts of terrorism or war existing or underway as of the date hereof, (v) any failure, in and of itself, by the Seller, MEG, the LIN Companies, WTGS TV or the Station to meet any internal or published projections, forecasts or revenue or earnings predictions for any period ending on or after the date of this Agreement (provided, however, that the underlying causes of such failure (subject to other provisions of this definition) shall not be excluded, (vi)  any breach by Buyer of its obligations under this Agreement or (vii) changes in Law or GAAP or the interpretation thereof.

“Multiemployer Plan” means a multiemployer pension plan, within the meaning of Section 4001(a)(3) of ERISA, to which the LIN Companies or any of their Affiliates, prior to the Merger Closing, or the Seller or any of its Affiliates, following the Merger Closing, contribute or is required to contribute to, as it relates to the Station, or under which the LIN Companies, Seller or any of their respective Affiliates has or may have any liability or obligation under, on behalf of current or former employees of the LIN Companies, Seller or any of their respective Affiliates, as it relates to the Station.

“Other Seller Stations” means any broadcast station or business unit of Vaughan (or its corporate parent), the Seller or the LIN Companies or any of their Affiliates, other than the Station.

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“Permitted Liens” means, as to any Station Asset, (a) Liens for Taxes not yet due and payable or which are being contested in good faith by appropriate proceeding and for which appropriate reserves have been established on the books and records of the Seller, the LIN Companies or any of their respective Affiliates in accordance with GAAP, (b) the terms and conditions of any Real Property Leases, (c) zoning and similar Laws that are not materially violated by any existing improvement or that do not prohibit the use of the real property covered by any Real Property Lease as currently used in the operation of the Station; (d) any right reserved to any Governmental Authority to regulate the affected property (including restrictions stated in any permits); (e) in the case of any leased Station Asset, (i) the rights of any lessor under the applicable lease agreement or any Lien granted by any lessor, (ii) any statutory Lien for amounts that are not yet due and payable or are being contested in good faith and for which appropriate reserves have been created on the books and records of the Seller, the LIN Companies any of their respective Affiliates in accordance with GAAP, (iii) any subleases, and (iv) the rights of the grantor of any easement or any Lien granted by such grantor on such easement property; (f) easements, rights of way, restrictive covenants and other encumbrances, encroachments or other similar matters affecting title that do not materially adversely affect title to the property subject thereto or materially impair the continued use of the property in the ordinary course of operating the Station as currently operated; (g) inchoate materialmens’, mechanics’, workmen’s, repairmen’s or other like Liens arising in the ordinary course of business for amounts that are not yet due and payable or that are being contested in good faith by appropriate proceedings and for which appropriate reserves have been created on the books and records of the Seller, the LIN Companies any of their respective Affiliates in accordance with GAAP and that are not resulting from any breach, violation or default by the LIN Companies, the Seller or any of their respective Affiliates of any Assumed Contract or applicable Law; (h) Liens that will be discharged prior to or simultaneously with the Closing; (i) any state of facts an accurate survey would show, provided same does not render title unmarketable or prevent the Real Property being utilized in substantially the same manner as currently used; and (j) pledges or deposits to secure obligations under workers’ compensation Laws or similar Laws or to secure public or statutory obligations and which pledges or deposits are reflected on the books and records of the Seller, the LIN Companies or any of their respective Affiliates to the extent required by GAAP.

“Person” means any natural person, general or limited partnership, corporation, limited liability company, firm, association, trust or other legal entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Post-Closing Tax Period” means any Tax period (or portion thereof) beginning and ending after the Effective Time.

“Pre-Closing Tax Period” means any Tax period (or portion thereof) ending on or prior to the Effective Time.

“Program Rights” means all rights of the Station to broadcast television programs or shows as part of the Station’s programming, including all film and program barter agreements, sports rights agreements, news rights or service agreements, affiliation agreements and syndication agreements.

“Program Rights Obligations” means all obligations in respect of the purchase, use, licenses or acquisition of programs, programming materials, films and similar assets used in the ordinary course of the operation of the Station consistent with past practice which relate to the utilization of the Program Rights.

“Release” means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into the environment (including ambient air, surface water, groundwater, land surface or subsurface strata) or within any building, structure, facility or fixture.

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“Revenue Leases” means those leases, subleases, licenses or other occupancy agreements used in the operation of the Station (including any and all assignments, amendments and other modifications of such leases, subleases, licenses and other occupancy agreements), pertaining to the use or occupancy of the Owned Real Property or Leased Real Property (including but not limited to towers or space on towers) where the Seller, the LIN Companies or any of their respective Affiliates holds an interest as landlord, licensor, sublandlord or sublicensor.

“SESAC” means SESAC, Inc.

“Subsidiary” means, with respect to any Person who is not a natural person, any corporation, limited liability company, partnership, association, trust or other entity of which securities or other ownership interests representing fifty percent (50%) or more of the equity or fifty percent (50%) or more of the ordinary voting power (or, in the case of a limited partnership, fifty percent (50%) or more of the general partnership interests) are, as of such date, owned by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.

“Tax” or “Taxes” means all federal, state, local or foreign income, excise, gross receipts, ad valorem, sales, use, employment, franchise, profits, gains, property, transfer, payroll, intangible or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding) imposed by a Governmental Authority, together with any interest and any penalties, additions to tax or additional amounts imposed with respect thereto.

“Tax Returns” means all returns and reports (including elections, declarations, disclosures, schedules, estimates and information returns) required to be supplied to a Tax authority relating to Taxes.

“Trade Secrets” mean all proprietary information of the Seller, the LIN Companies any of their respective Affiliates that is not generally known and is used primarily in the Business, as to which reasonable efforts have been made to prevent unauthorized disclosure, and which provides a competitive advantage to those who know or use it.

“Trademarks” shall mean all trade names, trademarks, service marks, trade dress, jingles, slogans, logos, other source or business identifiers, trademark and service mark registrations and trademark and service mark applications owned by the LIN Companies, the Seller or any of their respective Affiliates and used primarily in the Business, including those set forth on Schedule 3.10, and the goodwill appurtenant thereto.

“Tradeout Agreement” means any Contract, other than film and program barter agreements, pursuant to which WTGS TV, the LIN Companies, the Seller any of their respective Affiliates has agreed to sell or trade commercial air time or commercial production services of the Station in consideration for any property or service in lieu of or in addition to cash.

“Transfer Taxes” means all excise, sales, use, value added, registration stamp, recording, documentary, conveying, franchise, property, transfer, gains and similar Taxes, levies, charges and fees.

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Section 1.02     Terms Generally. (a) Words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires, (b) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including the Schedules and exhibits hereto) and not to any particular provision of this Agreement unless the context expressly conveys otherwise, (c) the word “including” and words of similar import when used in this Agreement means “including, without limitation,” unless otherwise specified, and (d) the conjunctive shall include the disjunctive and vice versa.

ARTICLE II
PURCHASE AND SALE

Section 2.01     Purchase and Sale. Pursuant to the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from the Seller and the Seller agrees to (and pursuant to the terms of the Option Exercise Agreement Seller shall cause WTGS TV to, as applicable), sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer at the Closing, free of all Liens other than Permitted Liens, all of the right, title and interest of the Seller and its Affiliates in, to and under all of the assets, Contracts and properties, whether tangible or intangible (and the Option Assets WTGS TV is required to transfer to Buyer pursuant to the Option Exercise Agreement), other than the Excluded Assets, in each case as and to the extent located at the Station or used primarily in the operation of the Station, including, in addition to the Option Assets, the following assets, Contracts and properties, as the same shall exist on the date of this Agreement and not disposed of in accordance with Section 5.01 and all similar assets, Contracts and properties acquired by the LIN Companies, the Seller or their respective Affiliates between the date hereof and the Closing to the extent located at or used primarily in the operation of the Station (collectively, the “Station Assets”):

(a)     All Owned Real Property and Real Property Leases;

(b)     all Tangible Personal Property;

(c)     all rights under all Contracts used in the operation of the Station to which, the LIN Companies, Vaughan, WTGS TV, the Seller or any of their Affiliates is a party that (i) are listed on Schedule 3.08(a), (ii) are not required by the terms thereof to be listed on Schedule 3.08(a) to the extent used in connection with the operation of the Station, (iii) may result from the television broadcasting industry-wide negotiations with SESAC, ASCAP and BMI, (iv) are referenced in other subsections to this Section 2.01 or the corresponding Section in the Schedules, or (v) are entered into after the date hereof by the LIN Companies, Vaughan, WTGS TV, the Seller or any of their Affiliates pursuant to the terms and subject to the conditions of Section 5.01 to the extent used in connection with the operation of the Station (collectively, the “Assumed Contracts”) with the understanding that Assumed Contracts shall in no event include Excluded Contracts;

(d)     all prepaid expenses and deposits (other than prepaid Income Taxes) to the extent that the Seller receives an appropriate credit in the Buyer Prorated Amount;

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(e)     all of the rights, claims, credits, causes of action or rights of set-off of WTGS TV, the LIN Companies, the Seller or any of their respective Affiliates against third parties relating to the Station Assets, including unliquidated rights under manufacturers’ and vendors’ warranties, in each case only to the extent Buyer or any of its Affiliates incurs Losses relating thereto and occurring after the Effective Time;

(f)      all Intangible Property;

(g)     all Internet web sites and related agreements, content and databases and domain name registrations used primarily in the operation of the Station, as set forth on Schedule 3.10;

(h)     the FCC Licenses, along with all material transferable municipal, state and federal franchises, licenses, permits, franchises, certificates, approvals and other authorizations issued by any Governmental Authority other than the FCC used primarily in the operation of the Station (collectively, the “Permits”);

(i)      all prepayments under advertising sales contracts for committed air time for advertising on the Station that has not been aired prior to the Closing Date;

(j)      to the extent relating exclusively to the operation of the Station, all information and data, sales and business records, books of account, files, invoices, inventory records, general financial, accounting and real and personal property and sales and use Tax records (but excluding all other Tax records), personnel and employment records for Transferred Employees (to the extent permitted by Law) and all engineering information, sales and promotional literature, manuals and data, sales and purchase correspondence, lists of present and former suppliers and lists of present and former customers, quality control records and manuals, blueprints, litigation and regulatory files, and all other books, documents and records (including, without limitation, all electronic data relating to the Station, including current and historical electronic data relating to the Station’s traffic and historical financial information wherever that information is located);

(k)     to the extent relating primarily to the operation of the Station, all management and other systems (including computers and peripheral equipment), databases, computer software, computer disks and similar assets, and all licenses and rights in relation thereto; and

(l)      all other items listed on Schedule 2.01(l).

Section 2.02     Excluded Assets. The following assets and properties of WTGS TV, the Seller and their respective Affiliates (whether or not included in the Option Assets) (the “Excluded Assets”) shall not be acquired by Buyer and are excluded from the Station Assets:

(a)     all of the Cash and Cash Equivalents of WTGS TV, the LIN Companies, the Seller or any of their Affiliates;

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(b)     all bank and other depository accounts of WTGS TV, the Seller, the LIN Companies or any of their Affiliates;

(c)     insurance policies relating to the Station, and all claims, credits, causes of Action or rights, including rights to insurance proceeds, thereunder;

(d)     all interest in and to refunds of Taxes relating to Pre-Closing Tax Periods or the other Excluded Assets;

(e)     any cause of action or claim relating to any event or occurrence prior to the Effective Time (other than as specified in Schedule 2.02(e));

(f)     all Accounts Receivable;

(g)     intercompany accounts receivable and intercompany accounts payable of WTGS TV and its Affiliates and the Seller and its Affiliates;

(h)     all (i) books, records, files and papers, whether in hard copy or computer format, relating to the preparation of this Agreement or the transactions contemplated hereby, (ii) all minute books and company records of WTGS TV, the LIN Companies, the Seller or any of their Affiliates and (iii) duplicate copies of records of the Station;

(i)     all rights of Seller arising under this Agreement, the Ancillary Agreements or the transactions contemplated hereby and thereby;

(j)     any Station Asset sold or otherwise disposed of prior to Closing as permitted hereunder;

(k)    Contracts that are not Assumed Contracts including, but not limited to, Contracts identified on Schedule 2.02(k) (collectively, the “Excluded Contracts”);

(l)     other than as specifically set forth in Article VIII, any Employee Plan and any assets of any Employee Plan sponsored by WTGS TV the Seller, the LIN Companies or any of their Affiliates;

(m)     all Tax records, other than real and personal property and sales and use Tax records;

(n)     those assets which are listed on Schedule 2.02(n);

(o)     all of WTGS TV’s or the Seller’s, as applicable, rights, title and interest in and to (i) WTGS TV’s or the Seller’s name, service names and trade names (including, without limitation, the names “Vaughan”, “Media General” or “LIN Media”), (ii) all URLs and internet domain names consisting of or containing any of the foregoing; and (iii) any variations or derivations of, or marks confusingly similar to, any of the foregoing; and

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(p)     all real and personal, tangible and intangible assets of WTGS TV, the Seller, the LIN Companies and their Affiliates that are used in connection with the operation of the Station but are neither located at nor used primarily with respect to the Station;

(q)     any rights under any non-transferable shrink-wrapped or click-wrapped licenses of computer software and any other non-transferable licenses of computer software used in the operation of the Station;

(r)     all capital stock or other equity securities of WTGS TV and its Affiliates or the Seller or Subsidiaries of the Seller or any of its Affiliates and all other equity interests in any entity that are owned beneficially or of record by the Seller or its Affiliates; and

(s)     all other assets of WTGS TV, the LIN Companies, the Seller or their respective Affiliates to the extent not used primarily in the operation of the Station, including any assets of the Seller used in the operations of WJCL Savannah, Georgia.

 2.03     Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Buyer will assume, pay and perform only the following liabilities of the Seller or their Affiliates (and the Option Liabilities to be assumed by Buyer pursuant to the Option Exercise Agreement) (the “Assumed Liabilities”):

(a)     the liabilities and obligations arising with, or relating to, the operation of the Station, including the owning or holding of the Station Assets, on and after the Effective Time; and

(b)     any liability or obligation to the extent of the amount of credit received by Buyer under Section 2.09(a) with respect thereto; and

(c)     all liabilities and obligations relating to the Business or the Station Assets arising out of Environmental Laws, whether or not presently existing, except for liabilities and obligations that are required to be disclosed on Schedule 3.09, but which are not so disclosed;

(d)     all liabilities with respect to Transferred Employees and Employee Plans, in each case which are expressly assumed under Article VIII.

Section 2.04     Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of Vaughan, WTGS TV, the Seller or any of their Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Vaughan, WTGS TV, the Seller or its Affiliates pursuant to the terms of this Agreement or the Option Exercise Agreement, as applicable (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement:

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(a)     any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a);

(b)     any liability or obligation for which the Vaughan, WTGS TV, LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received;

(c)     the liability related to the Indebtedness of the Vaughan, WTGS TV, LIN Companies, Seller or any of their Affiliates, including, without limitation, as set forth on Schedule 2.04(c);

(d)     any liability or obligation relating to or arising out of any of the Excluded Assets;

(e)     any liability with respect to Excluded Employees and Employees who are not Transferred Employees;

(f)     any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05;

(g)     any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of their Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date;

(h)     the liabilities and obligations arising or with respect to the operation of the Station, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder);

(i)     any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time;

(j)     any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and

(k)     any liability of the Vaughan, WTGS TV, LIN Companies, Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreements.

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Section 2.05     Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Station Asset or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Station Asset or in any way adversely affect the rights of WTGS TV, Buyer or the Seller or any of their respective Affiliates thereunder. The Seller and Buyer shall use their commercially reasonable efforts to obtain such consents after the execution of this Agreement until each such consent is obtained. If any such consent is not obtained prior to the Closing Date, the Seller and Buyer shall use their commercially reasonable efforts to obtain such consent as soon as possible after the Closing Date. The Seller and Buyer will cooperate in a mutually-agreeable arrangement under which Buyer will obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, occupancy and use agreements or sub-leasing to Buyer or its Affiliates and enforcement by the Seller for the benefit of Buyer or its Affiliates, as applicable, of any and all rights of the Seller and its Affiliates against a third party thereto. Notwithstanding the foregoing, none of the Seller, Buyer or any of their respective Affiliates shall be required to pay consideration to any third party to obtain any consent.

Section 2.06     Purchase Price. In consideration for the sale of the Station Assets, Buyer shall, at the Closing, in addition to assuming the Assumed Liabilities, pay to the Seller the sum of $17.5 million (the “Purchase Price”), by wire transfer of immediately available federal funds pursuant to wire instructions that the Seller shall provide to Buyer. For the avoidance of doubt, any exercise price payable pursuant to the Option Agreement shall be the sole responsibility of Seller, shall not increase the Purchase Price and shall be paid by Seller to Vaughan or WTGS TV, as applicable, at or prior to the Closing.

Section 2.07     Reserved.

Section 2.08     Closing.

(a)     The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at a location agreed upon by Buyer and the Seller on a date which shall not be later than the fifth (5th) Business Day following the satisfaction or waiver of all of the closing conditions set forth in Article X hereof (other than those required to be satisfied at Closing, but subject to the satisfaction or waiver of such conditions at Closing) (such date, the “Closing Date”).

(b)     Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following closing transactions

(i)     Buyer shall deliver to the Seller:

(1)     the certificate described in Section 10.02(a);

(2)     the documents described in Section 10.02(d);

(3)     the cash Purchase Price in accordance with Section 2.06 by wire transfer of immediately available federal funds; and

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(4)     such other documents and instruments as the Seller reasonably determines to be necessary to sell the Station Assets and for Buyer to assume the Assumed Liabilities.

(ii)     The Seller or WTGS TV, as applicable, shall deliver, or cause to be delivered, to Buyer:

(1)     the certificate described in Section 10.03(a);

(2)     the documents described in Section 10.03(d);

(3)     a duly executed Bill of Sale, substantially in the form of Exhibit A-1 annexed hereto;

(4)     a duly executed special warranty deed for each Owned Real Property from the Seller or its Affiliate;

(5)     a duly executed Option Exercise Agreement substantially in the form of Exhibit A-2; and

(6)     such other documents and instruments as Buyer reasonably determines to be necessary for it acquire the Station Assets and assume the Assumed Liabilities.

(iii)     The Seller and Buyer shall execute and deliver to each other:

(1)     a duly executed Assignment and Assumption of FCC Licenses, substantially in the form of Exhibit A-3 annexed hereto;

(2)     a duly executed Assignment and Assumption of Intangible Property, substantially in the form of Exhibit A-4 annexed hereto, if any owned and registered Intangible Property is included in the Station Assets;

(3)     a duly executed Assignment and Assumption Agreement, substantially in the form of Exhibit A-5 annexed hereto;

(4)     a duly executed Assignment and Assumption Agreement for the Real Property Leases, substantially in the form of Exhibit A-6 annexed hereto, or, in the event that necessary consents to assignment have not been obtained prior to the Closing, appropriate subleases, occupancy or use agreements pursuant to Section 2.05 hereof;

(5)     a duly executed Transition Services Agreement substantially in the form of Exhibit A-7; and

(6)     such other documents as set forth in Section 10.02 and Section 10.03.

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Section 2.09     General Proration.

(a)     All Station Assets that would be classified as current assets in accordance with GAAP, and all Assumed Liabilities that would be classified as current liabilities in accordance with GAAP, shall be prorated between Buyer and the Seller as of the Effective Time, including by taking into account the elapsed time or consumption of an asset during the month in which the Effective Time occurs (respectively, the “Prorated Station Assets” and the “Prorated Assumed Liabilities”). Such Prorated Station Assets and Prorated Assumed Liabilities relating to the period prior to the Effective Time shall be for the account of the Seller and those relating to the period on and after the Effective Time for the account of Buyer and shall be prorated accordingly. In accordance with this Section 2.09, (i) Buyer shall be required to pay to the Seller the amount of any Prorated Station Asset previously paid for by WTGS TV, the Seller or the LIN Companies (or any of their Affiliates), to the extent Buyer will receive a current benefit on and after the Effective Time with the understanding that such amount should not have been recognized as an expense in accordance with GAAP prior to the Effective Time (the “Buyer Prorated Amount”); and (ii) the Seller shall be required to pay to Buyer the amount of any Prorated Assumed Liabilities to the extent they arise with respect to the operation of the Station prior to the Effective Time and are not assumed or paid for by the Seller (the “Seller Prorated Amount”). Such payment by Buyer or the Seller, as the case may be, shall be made within ten (10) Business Days after the Final Settlement Statement becomes final and binding upon the parties.

(b)     The prorations contemplated by this section shall include all FCC regulatory fees, utility expenses, liabilities and obligations under Contracts (including all Contracts relating to Program Rights), rents and similar prepaid and deferred items, reimbursable expenses and all other expenses and obligations, such as deferred revenue and prepayments and sales commissions, attributable to the ownership and holding of the Station Assets or the operation of the Station that straddles the period before and after the Effective Time. Notwithstanding anything in this Section 2.09, (i) there shall be no proration with respect to Tradeout Agreements for the sale of time for goods or services assumed by Buyer, and (ii) proration with respect to Taxes shall be governed exclusively by Section 9.05.

(c)     Thirty percent of accrued vacation and personal time for Transferred Employees that is assumed by Buyer and actually granted to Transferred Employees shall be included as a credit to Buyer in the prorations. There shall be no proration for sick leave.

(d)     At least three (3) Business Days prior to the Closing Date, the Seller shall provide Buyer with a good faith estimate of the prorations contemplated by this Section 2.09 (the “Estimated Settlement Statement”). Any payment required to be made by either party pursuant to such preliminary estimate shall be made by the appropriate party at the Closing in accordance therewith. The Seller will afford Buyer reasonable access to all records and work papers used in preparing the Estimated Settlement Statement, and Buyer shall notify the Seller of any good faith disagreement with such calculation within two (2) Business Days of receiving the Estimated Settlement Statement. At the Closing, (i) Buyer shall be required to pay to the Seller the amount equal to the Estimated Adjustment if the Estimated Adjustment is a positive number or (ii) the Seller shall be required to pay to Buyer the amount equal to the absolute value of the Estimated Adjustment if the Estimated Adjustment is a negative number.

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(e)     Within ninety (90) days after the Closing Date, Buyer shall prepare and deliver to the Seller a proposed proration of assets and liabilities in the manner described in this Section 2.09 (the “Settlement Statement”) setting forth the Seller Prorated Amount and the Buyer Prorated Amount, together with a schedule setting forth, in reasonable detail, the components thereof.

(f)     The Seller shall provide reasonable access to such employees, books, records, financial statements, and its independent auditors as Buyer reasonably believes is necessary or desirable in connection with its preparation of the Settlement Statement.

(g)     During the sixty (60)-day period following the receipt of the Settlement Statement, the Seller and its independent auditors shall be permitted to review and make copies reasonably required of (i) the financial statements relating to the Settlement Statement, (ii) the working papers relating to the Settlement Statement, (iii) the books and records relating to the Settlement Statement, and (iv) any supporting schedules, analyses and other documentation relating to the Settlement Statement.

(h)     The Settlement Statement shall become final and binding upon the parties (and thereby deemed to be the “Final Settlement Statement”) on the 120^th day following delivery thereof, unless the Seller gives written notice of its disagreement with the Settlement Statement (the “Notice of Disagreement”) to Buyer prior to such date. The Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If a Notice of Disagreement is given to Buyer within such 120-day period, then the Settlement Statement (as revised in accordance with clause (i) or (ii) below) shall become the Final Settlement Statement on the earlier of (i) the date Buyer and Seller resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm as provided herein.

(i)     Within ten (10) Business Days after the Settlement Statement becomes the Final Settlement Statement, (i) Buyer shall be required to pay to the Seller the amount, if any, by which the Final Adjustment is higher than the Estimated Adjustment or (ii) the Seller shall be required to pay to Buyer the amount, if any, by which the Estimated Adjustment is higher than the Final Adjustment, as the case may be. All payments made pursuant to this Section 2.09(i) must be made via wire transfer in immediately available funds to an account designated by the recipient party, together with interest thereon at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the Effective Time to the date of actual payment.

(j)     Notwithstanding the foregoing, in the event that the Seller delivers a Notice of Disagreement, the Seller or Buyer, as applicable, shall within ten (10) Business Days of the receipt of the Notice of Disagreement make payment to the other by wire transfer in immediately available funds of such undisputed amount owed by the Seller or Buyer to the other, as the case may be, together with interest thereon, calculated as described above.

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(k)     During the thirty (30)-day period following the delivery of a Notice of Disagreement to Buyer that complies with the preceding paragraphs, Buyer and the Seller shall seek in good faith to resolve in writing any differences they may have with respect to the matters specified in the Notice of Disagreement. During such period (i) Buyer and its independent auditors, at Buyer’s sole cost and expense, shall be, and the Seller and its independent auditors, at Seller’s sole cost and expense, shall be, in each case permitted to review and make copies reasonably required of (w) the financial statements reflecting the operation of the Station, in the case of Buyer, and Buyer, in the case of the Seller, relating to the Notice of Disagreement, (x) the working papers of the Seller, in the case of Buyer, and Buyer, in the case of the Seller, and such other party’s auditors, if any, relating to the Notice of Disagreement, (y) the books and records of the Seller, in the case of Buyer, and Buyer, in the case of the Seller, relating to the Notice of Disagreement, and (z) any supporting schedules, analyses and documentation relating to the Notice of Disagreement; and (ii) the Seller, in the case of Buyer, and Buyer, in the case of the Seller, shall provide reasonable access, upon reasonable advance notice and during normal business hours, to such employees of such other party and such other party’s independent auditors, as such first party reasonably believes is necessary or desirable in connection with its review of the Notice of Disagreement.

(l)     If, at the end of such thirty (30)-day period, Buyer and the Seller have not resolved such differences, Buyer and the Seller shall submit to the Accounting Firm for review and resolution any and all matters that remain in dispute and that were properly included in the Notice of Disagreement. Within sixty (60) days after selection of the Accounting Firm, Buyer and the Seller shall submit their respective positions to the Accounting Firm, in writing, together with any other materials relied upon in support of their respective positions. Buyer and the Seller shall use commercially reasonable efforts to cause the Accounting Firm to render a decision resolving the matters in dispute within thirty (30) days following the submission of such materials to the Accounting Firm. The determination of the Accounting Firm shall be final and binding on the parties and enforceable in any court of competent jurisdiction. Except as specified in the following sentence, the cost of any arbitration (including the fees and expenses of the Accounting Firm) pursuant to this Section 2.09 shall be borne by Buyer and the Seller in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportional allocations shall also be determined by the Accounting Firm at the time it renders its determination. The fees and expenses (if any) of Buyer’s independent auditors and attorneys incurred in connection with the review of the Notice of Disagreement shall be borne by Buyer, and the fees and expenses (if any) of the Seller’s independent auditors and attorneys incurred in connection with their review of the Settlement Statement shall be borne by the Seller.

Section 2.10     Multi-Station Contracts. In the event that one or more Other Seller Stations is party to, or has rights or obligations with respect to, an Assumed Contract (a “Multi-Station Contract”), the rights and obligations under such Multi-Station Contract that are assigned to and assumed by Buyer (and included in the Station Assets and Assumed Liabilities, as the case may be) shall include only those rights and obligations under such Multi-Station Contract that are applicable to the Station. The rights of each Other Seller Station with respect to such Contract and the obligations of each Other Seller Station to such Contract shall not be assigned to and assumed by Buyer (and shall be Excluded Assets and Excluded Liabilities, as applicable). For purposes of determining the scope of the rights and obligations of the Multi-Station Contracts, the rights and obligations under each Multi-Station Contract shall be equitably allocated among (1) the Station, on the one hand, and (2) the Other Seller Stations, on the other hand, in accordance with the following equitable allocation principles:

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(a)     any allocation set forth in the Multi-Station Contract shall control;

(b)     if there is no allocation in the Multi-Station Contract as described in clause (a) hereof, then any reasonable allocation previously made by WTGS TV, the LIN Companies, the Seller or their respective Affiliates in the ordinary course of business and disclosed on Schedule 2.10(b) shall control;

(c)     if there is no reasonable allocation as described in clause (b) hereof, then the quantifiable proportionate benefits and obligations to be received and performed, as the case may be, by WTGS TV, the Seller and Buyer and their respective Affiliates after the Effective Time (to be determined by mutual good faith agreement of the Seller and Buyer) shall control; and

(d)     if there are no quantifiable proportionate benefits and obligations as described in clause (c) hereof, then reasonable accommodation (to be determined by mutual good faith agreement of the Seller and Buyer) shall control.

(e)     Subject to any applicable third-party Consents, such allocation and assignment with respect to any Multi-Station Contract shall be effectuated, at the election of the Seller, by termination of such Multi-Station Contract in its entirety with respect to the Station and the execution of new contracts with respect to the Station or by an assignment to and assumption by Buyer of the related rights and obligations under such Multi-Station Contract. The parties shall use commercially reasonable efforts to obtain any such new contracts or assignments to, and assumptions by, Buyer in accordance with this Section 2.10 and Section 2.05; provided, that, completion of documentation of any such allocation under this Section 2.10 is not a condition to Closing unless such Multi-Station Contract is listed on and disclosed on Schedule 10.03(e).

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER

The Seller and LIN represent and warrant to Buyer as follows:

Section 3.01     Seller Existence and Power. The Seller is duly organized, validly existing and in good standing under the laws of the state of its organization. The Seller is qualified to do business and is in good standing in each jurisdiction where such qualification is necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. WTGS TV or the LIN Companies, as applicable, have the requisite power and authority to own and hold the Station Assets and to operate the Station as currently operated.

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Section 3.02     Seller Authorization.

(a)     The execution and delivery by the Seller of this Agreement and the Ancillary Agreements (to which the Seller is or will be a party), the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby are within the Seller’s organizational powers and have been duly authorized and approved by all requisite organizational action by the Seller, and no other organizational action on the part of the Seller is necessary to authorize and approve the execution, delivery and performance by the Seller of this Agreement and the Ancillary Agreements (to which the Seller is or will be a party) and the consummation by the Seller of the transactions contemplated hereby and thereby.

(b)     This Agreement has been, and the Ancillary Agreements (to which the Seller is or will be a party) will be, duly executed and delivered by the Seller. This Agreement (assuming due authorization, execution and delivery by Buyer) constitutes, and each Ancillary Agreement (to which Seller is or will be a party) will constitute when executed and delivered by a the Seller, the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity).

Section 3.03     Governmental Authorization. The execution, delivery and performance by the Seller of this Agreement and each Ancillary Agreement (to which the Seller is or will be a party) and the consummation of the transactions contemplated hereby and thereby require no material action by or in respect of, or filing with or notification to, any Governmental Authority other than (a) the FCC Consent and DOJ approval to the Merger Transaction and (b) the Governmental Consents.

Section 3.04     FCC and Programming Distribution Matters

(a)     Schedule 3.04(a) sets forth a true and complete list of the FCC Licenses and the holders thereof, which FCC Licenses constitute all of the FCC Licenses of the Station. The FCC Licenses are in full force and effect and have not been revoked, suspended, canceled, rescinded or terminated, and have not expired. Except as set forth on Schedule 3.04(a), the FCC Licenses (i) have been issued for the full terms customarily issued by the FCC for each class of station and (ii) are not subject to any condition, except for those conditions appearing on the face of the FCC Licenses and conditions generally applicable to each class of station.

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(b)     The Station has been operated in compliance with the Communications Laws and the FCC Licenses in all material respects and has paid or caused to be paid all FCC regulatory fees due in respect of the Station. All material registrations and reports required to have been filed with the FCC relating to the FCC Licenses have been filed and the construction of all facilities or changes contemplated by any of the FCC Licenses or construction Permits issued to modify the FCC Licenses have been completed. There is not pending, nor, to the Knowledge of Seller, threatened, any action by or before the FCC to revoke, suspend, cancel, rescind or materially adversely modify any of the FCC Licenses (other than proceedings to amend FCC rules of general applicability), nor is there issued or outstanding, by or before the FCC, any order to show cause, notice of violation, notice of apparent liability, or order of forfeiture against the Station, or WTGS TV, the Seller, the LIN Companies or any of their respective Affiliates with respect to the Station that would reasonably be expected to result in any such action. Except as set forth on Schedule 3.04(b) and other than proceedings affecting broadcast stations generally, there are no material applications, petitions, proceedings or other material actions or complaints pending or, to the Knowledge of Seller, threatened before the FCC relating to the Station. Except as set forth on Schedule 3.04(b) and except for tolling agreements that may be entered into pursuant to the Merger Transaction or Section 7.01(b), neither WTGS TV, the Seller nor the LIN Companies has (i) entered into a tolling agreement or otherwise waived any statute of limitations relating to the Station during which the FCC may assess any fine or forfeiture or take any other action or (ii) agreed to any extension of time with respect to any FCC investigation or proceeding.

(c)     Except as set forth on Schedule 3.04(c), WTGS TV is qualified under the Communications Laws to transfer, or cause to be transferred, the FCC Licenses to Buyer. Except as set forth on Schedule 3.04(c), to the Knowledge of Seller, there are no facts or circumstances relating to the Station, WTGS TV, the LIN Companies or the Seller that would reasonably be expected to (i) result in the FCC’s refusal to grant the FCC Consent, (ii) materially delay the receipt of the FCC Consent. The Seller has no reason to believe that the FCC Applications might be challenged or might not be granted by the FCC in the ordinary course due to any fact or circumstance relating to the Seller, the LIN Companies, the Business or the FCC Licenses.

(d)     Except as set forth on Schedule 3.04(d), none of Vaughan, WTGS TV, the Seller or the LIN Companies is, with respect to the Station, a party to any local marketing agreement, time brokerage agreement, joint sales agreement or other similar agreement (collectively, a “Sharing Agreement”).

(e)     Schedule 3.04(e) contains, as of the date hereof, (i) a list of all retransmission consent agreements or any other carriage agreement, with multi-channel video programming distributors, including cable systems, telephone companies and direct broadcast satellite systems (together, “MVPDs”) with more than 10,000 subscribers with respect to the Station, and (ii) a list of the MVPDs that, to the Knowledge of Seller, carry the Station and have more than 10,000 subscribers with respect to the Station outside the Station’s Market. The LIN Companies or affiliates of Vaughan are parties to retransmission consent agreements with respect to each MVPD with more than 10,000 subscribers in the Station’s Market. To the Knowledge of Seller, since October 1, 2011 and until the date hereof, except as set forth on Schedule 3.04(e), (x) no headend with more than 10,000 subscribers covered by an MVPD in the Station’s Market has provided written notice to the Seller or the LIN Companies of any material signal quality issue or has failed to respond to a request for carriage or, to the Knowledge of Seller, sought any form of relief from carriage of the Station from the FCC and (y) neither the Seller nor the LIN Companies has received any written notice from any MVPD with more than 5,000 subscribers in the Station’s Market of such MVPD’s intention to delete the Station from carriage or to change the Station’s channel position.

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Section 3.05     Taxes.

(a)     Except as set forth on Schedule 3.05(a), all material Tax Returns have been filed (including, but not limited to, sales and use returns) required to be filed with respect to the Station Assets, all such Tax Returns are correct and complete in all material respects and prepared in substantial compliance with all applicable Laws, and the LIN Companies, the Seller and, to the Knowledge of Seller, WTGS TV, have or will have timely paid all such Taxes due and owing by it with respect to the Station Assets (whether or not shown on any Tax Return) except which either (i) constitute Excluded Liabilities or (ii) are disclosed on Schedule 3.05(a). None of the Station Assets are subject to any Lien in favor of the United States pursuant to Section 6321 of the Code for nonpayment of federal Taxes, or any Tax Lien in favor of any state or municipality pursuant to any comparable provision of state or local Law, or any other U.S. federal, state or local Tax Law under which transferee liability might be imposed upon Buyer as a buyer of the Station Assets.

(b)     There are no material Liens against the Station Assets in respect of any Taxes, other than with respect to Taxes not yet due and payable.

(c)     There is no material Action pending or, to the Knowledge of Seller, threatened by any Governmental Authority for assessment or collection of any Taxes of any nature affecting the Station Assets.

(d)     Except as set forth on Schedule 3.05(d), none of the LIN Companies, the Seller or, to the Knowledge of Seller, WTGS TV, is currently the beneficiary of any extension of time within which to file any material Tax Return relating to the Station Assets or the Business.

(e)     To the Knowledge of Seller, there is no material dispute or claim concerning any Tax liability relating to the Station Assets or the operation of the Station by WTGS TV, Vaughan, the LIN Companies or the Seller which has been claimed or raised by any Governmental Authority in writing.

(f)     None of WTGS TV, Vaughan, the LIN Companies, or the Seller has (i) waived any statute of limitations in respect of material Taxes relating to the Station Assets or the operation of the Station or (ii) agreed to any extension of time with respect to a material Tax assessment or deficiency which extension is currently in effect relating to the Station Assets or the operation of the Station.

(g)     All Taxes required to have been withheld and paid by the Seller, LIN Companies and, to the Knowledge of Seller, WTGS TV and Vaughan in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party that relate to the Business have been withheld and paid in full.

(h)     No Tax allocation, Tax sharing or Tax indemnity or similar agreement or arrangement, or power of attorney with respect to any Tax matter, is currently in force with the Seller, LIN Companies and, to the Knowledge of Seller, WTGS TV and Vaughan with respect to the Station Assets or the Business that would, in any manner, bind, obligate, or restrict Buyer.

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(i)     No notice or inquiry from any jurisdiction where Tax Returns are not currently filed with respect to the Station Assets or the Business has been received by the Seller, LIN Companies and, to the Knowledge of Seller, WTGS TV and Vaughan, to the effect that such filings may be required or that the Station Assets or the Business may otherwise be subject to taxation by such jurisdiction.

Section 3.06     Tangible Personal Property.

(a)     Schedule 3.06(a) contains a list of all material items of equipment, transmitters, antennas, cables, towers, vehicles, furniture, fixtures, spare parts and other tangible personal property, including the Option Assets, of every kind and description owned by the LIN Companies and, to the Knowledge of Seller, by WTGS TV, or that will be owned or held for use, immediately following the Merger Closing, by the Seller or their Affiliates in connection with the Business, except for any retirements or dispositions thereof made between the date hereof and the Closing in accordance with Article V (the “Tangible Personal Property”). Except as set forth on Schedule 3.06(a), immediately prior to the Closing, WTGS TV, the Seller or their Affiliates, as applicable, will have good and valid title to the Tangible Personal Property free and clear of all Liens (other than Permitted Liens). The Option Assets (which shall be marked on the Schedule 3.06(a) as the Option Assets) listed on Schedule 3.06(a) consists of all the assets of WTGS TV and Vaughan relating to Business.

(b)     Except as set forth on Schedule 3.06(b), all material items of Tangible Personal Property are in good operating condition, ordinary wear and tear excepted and have been maintained in accordance with normal industry practice.

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(c)     Immediately following the Merger Closing, no Person other than WTGS TV, the Seller or their Affiliates, as applicable, will have any rights to use any of the Tangible Personal Property, whether by lease, sublease, license or other instrument, other than set forth on Schedule 3.06(c).

Section 3.07     Real Property.

(a)     Schedule 3.07(a) contains a list of all real property (including any appurtenant easements, buildings, structures, fixtures and other improvements thereon) that is owned in fee simple by WTGS TV or the LIN Companies (which immediately following the Merger Closing will be owned in fee simple by the Seller or its Affiliates), in each case, in connection with the Business (collectively, the “Owned Real Property”) and the principal use of such real property assets.

(b)     Schedule 3.07(b) contains a list of all material contracts, agreements and leases (collectively, “Real Property Leases”) pursuant to which WTGS TV or the LIN Companies (and which, immediately following the Merger Closing, the Seller or its Affiliates, as applicable, will) lease(s), license(s) or sublicense(s) real property (including any appurtenant easements, buildings, structures, fixtures and other improvements thereon) in connection with the Business (collectively, the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”) as lessee, licensee or sublicensee, as applicable.

(c)     Except as set forth on Schedule 3.07(c), WTGS TV or the LIN Companies have (and immediately prior to the Closing the Seller or its Affiliate will have), as applicable, good and marketable fee simple title to the Owned Real Property, in each case free and clear of Liens, other than Permitted Liens. Except as set forth on Schedule 3.07(c), immediately prior to the Closing, the Seller and, to the Knowledge of Seller, WTGS TV will not be obligated under, nor will be a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any of the Owned Real Property or any portion thereof or interest therein.

(d)     With respect to the Real Property, there is no (i) pending or, to the Knowledge of Seller, threatened condemnation, eminent domain or taking proceeding or (ii) to the Knowledge of Seller, private restrictive covenant or governmental use restriction (including zoning) on all or any portion of the Real Property that prohibits or materially interferes with the current use of the Real Property.

(e)     Except as set forth on Schedule 3.07(e), none of the Seller nor the LIN Companies, within the past two (2) years, received any written notice of any material violation of any material Law affecting the Owned Real Property or the Real Property Leases or the Station’s use thereof.

(f)     Within the past two (2) years, none of the Seller nor the LIN Companies has received any written notice of any existing plan or study by any Governmental Authority or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any Owned Real Property or Real Property Leases and the Seller has no knowledge of any such plan or study with respect to which it has not received written notice. Except as set forth in the Revenue Leases, to the Knowledge of Seller, there is no Person in possession of any Owned Real Property other than WTGS TV, the Seller or the LIN Companies. Except as identified in Schedule 3.07(f), no Person has any right to acquire any interests in any of the Owned Real Property.

section 3.08     Contracts.

(a)     Schedule 3.08(a) sets forth, as of the date hereof, a true and complete list of the following Contracts related to the Business to which any of the LIN Companies or their Affiliates or, to the Knowledge of Seller, WTGS TV, is a party or the Seller or its Affiliates will be a party immediately following the Merger Closing:

(i)     any Contract under which the aggregate payments or receipts for the past twelve (12) months exceeded, or for the following twelve (12) months is expected to exceed, $150,000;

(ii)     any Contract under which payments by or obligations of WTGS TV, the LIN Companies, the Seller or their Affiliates, relating to the Business, will be increased, accelerated or vested by the occurrence (whether alone or in conjunction with any other event) of any of the transactions contemplated by this Agreement, or under which the value of the payments by or obligations of WTGS TV, the LIN Companies, the Seller or their Affiliates, relating to the Business, will be calculated on the basis of any of the transactions contemplated by this Agreement, whether pursuant to a change in control or otherwise;

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(iii)     any contract for Program Rights that involves cash payments or cash receipts in excess of $100,000 over the remaining term of such contract;

(iv)     any network affiliation agreement;

(v)     any retransmission consent agreement with any MVPD with more than 10,000 subscribers in the Station’s Market;

(vi)     any Contract that relates to an ownership interest in any corporation, partnership, joint venture or other business enterprise or other entity;

(vii)     any Real Property Lease;

(viii)     any Contract relating to the Business, that relates to the guarantee (whether absolute or contingent) by WTGS TV, the Seller or the LIN Companies of (x) the performance of any other Person (other than their respective Affiliates) or (y) the whole or any part of the Indebtedness or liabilities of any other Person (other than their respective Affiliates);

(ix)     any Bargaining Agreement;

(x)     any Contract that contains any power of attorney authorizing the incurrence of an obligation on the part of WTGS TV, the Seller, the LIN Companies relating to the Business;

(xi)     any Contract that creates any partnership or joint venture or relates to the acquisition, issuance or transfer of any securities;

(xii)     any Contract that relates to the borrowing or lending of money;

(xiii)     any Contract that grants any Person an option or a right of first refusal, right of first offer or similar preferential right to purchase or acquire any Station Asset;

(xiv)     any Contract involving the purchase or sale of Real Property that has not closed as of the date hereof;

(xv)     any Contract entered into after January 1, 2013 relating to the acquisition or disposition of any material portion of the Business (whether by merger, sale of stock, sale of assets or otherwise);

(xvi)     any Contract involving construction, architecture, engineering or other agreements relating to uncompleted construction projects, in each case that involve payments in excess of $100,000;

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(xvii)     any Contract involving compensation to any Transferred Employee (as defined in Section 8 hereof), or any Contract with an independent contractor or consultant engaged to perform services to the Business in excess of $100,000 per year (provided, however, that for purposes of this Section 3.8(a)(xiii), the term Contract shall not include at-will Contracts that can be terminated upon 30 days’ notice without penalty or additional payment);

(xviii)     any Contract with a Governmental Authority (other than ordinary course Contracts with Governmental Authorities as a customer) which imposes any material obligation or restriction on WTGS TV, the Seller, the LIN Companies or their Affiliates as it relates to the Business; and

(xix)     any Contract relating to the use of a Station’s digital bit stream other than in connection with broadcast television services.

The contracts, agreements and leases required to be disclosed pursuant to this Section 3.08(a) are collectively referred to herein as the “Material Contracts”.

(b)     Each of the Material Contracts is in full force and effect and binding and enforceable upon the LIN Companies or their Affiliates, as applicable, and will be immediately following the Merger Closing binding and enforceable upon Seller or its Affiliates, as applicable, and, to the Knowledge of Seller, WTGS TV or the other parties thereto, subject in each case to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity). Prior to the Merger Closing, the LIN Companies have, and following the Merger Closing, the Seller and its Affiliates have, and, to the Knowledge of Seller, WTGS TV has, performed their respective obligations under each of the Material Contracts in all material respects and are not in material default thereunder, and to the Knowledge of Seller, WTGS TV and no other party to any of the Material Contracts is in default thereunder in any material respect.

Section 3.09     Environmental. Except as set forth on Schedule 3.09, and except as would not reasonably be expected to result in the owner or operator of the Station or the Real Property incurring liability under any applicable Environmental Law (a) to the Knowledge of Seller, the Station is and has been in compliance with all Environmental Laws applicable to the Station and the Real Property, which compliance includes obtaining, maintaining and complying in all material respects with all Permits, licenses or other authorizations required by Environmental Law and (b) no Actions are pending or, to the Knowledge of Seller, threatened against the LIN Companies or the Seller, the Station or the Real Property alleging a violation of or liability under Environmental Laws. To the Knowledge of Seller, no conditions exist at the Station or any Real Property that would reasonably be expected to result in the owner or operator of the Station or the Real Property incurring liability under Environmental Laws. The Seller has made available to Buyer copies or summaries of all current material non-privileged environmental assessments, audits, investigations or other similar environmental reports relating to the Station or the Real Property that are in the possession, custody or control of the Seller or the LIN Companies. To the Knowledge of Seller, there have been no Releases of Hazardous Materials at, from, to, on or under any Owned Real Property that give rise to an affirmative reporting or cleanup obligation under Environmental Law. There are no underground storage tanks at the Owned Real Property and Station does not utilize any underground storage tanks at the Real Property subject to the Real Property Leases.

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Section 3.10     Intangible Property. Schedule 3.10 contains a description of all material Intellectual Property that, to the Knowledge of Seller, are owned or licensed by WTGS TV, or that will be owned or licensed, immediately following the Merger Closing, by the Seller or its Affiliates, in connection with the Business or is registered or the subject of an application for registration with the U.S. Patent and Trademark Office (or any equivalent foreign office) (collectively, the “Intangible Property”). Except as set forth on Schedule 3.10, (i)  to the Knowledge of Seller, WTGS TV’s use, the LIN Companies’ use prior to the Merger Closing, and the Seller’s use following the Merger Closing of the Intangible Property does not infringe upon any third party’s Intellectual Property in any material respect, (ii) to the Knowledge of Seller, none of the Intangible Property is being infringed or misappropriated by any third party, (iii) no Intangible Property is the subject of any pending or, to the Knowledge of Seller, threatened Action claiming infringement of any third party’s Intellectual Property and (iv) in the past three (3) years, none of the Seller nor the LIN Companies or, to the Knowledge of Seller, WTGS TV has received any written claim asserting that its use of any Intangible Property is unauthorized or violates or infringes upon the Intellectual Property of any third party or challenging the ownership, use, validity or enforceability of any Intangible Property. To the Knowledge of Seller, (a) WTGS TV and the LIN Companies are the owners of or have the valid right to use the Intangible Property free and clear of Liens, other than Permitted Liens, in the applicable jurisdictions in which such Intangible Property is currently being used and (b) to the extent held by the LIN Companies, the Seller will have such rights immediately following the Merger Closing.

Section 3.11     Employees; Labor Matters; Employee Benefit Plans.

(a)     Except as set forth on Schedule 3.11(a), the LIN Companies and, to the Knowledge of Seller WTGS TV, and following the Merger Closing, the Seller, as it relates to the Station, have complied in all material respects with all labor and employment Laws, including those which relate to wages, hours, and conditions of employment, discrimination in employment, collective bargaining, equal opportunity, harassment, immigration status, disability, workers’ compensation, unemployment compensation, occupational health and safety and the collection and payment of withholding. Except as set forth on Schedule 3.11(a), as of the date hereof and since January 1, 2012, there has been no unfair labor practice charge against the Station pending or, to the Knowledge of Seller, threatened before the National Labor Relations Board, any state labor relations board or any court or tribunal, nor has any written complaint pertaining to any such charge or potential charge been delivered to the Seller, the LIN Companies or, to the Knowledge of Seller, to WTGS TV. Except as set forth on Schedule 3.11(a), there is no strike, dispute, request for representation, slowdown, or stoppage pending or, to the Knowledge of Seller, threatened in respect to the Station. Other than the collective bargaining agreements set forth on Schedule 3.11(a) (the “Bargaining Agreements”), none of the Seller, the LIN Companies and, to the Knowledge of Seller, WTGS TV, nor the Station is a party to any collective bargaining, union or similar agreement with respect to its respective Transferred Employees, and to the Knowledge of Seller, other than the labor union parties to the Bargaining Agreements, no union represents or claims to represent or is attempting to organize such Transferred Employees. The Seller’s and the LIN Companies’, and to Seller’s Knowledge, WTGS TV’s classification of each of its employees as exempt or nonexempt has been made in accordance with Law in all material respects.

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(b)     The Seller has made available to Buyer a list, dated as of no earlier than June 15, 2012, of all Transferred Employees, including the names, current rate of compensation, employment status (i.e., active, disabled, on authorized leave), department, title, whether covered by a collective bargaining agreement and whether full-time or part-time. Such list, redacted to delete current rate of compensation, is attached as Schedule 3.11(b).

(c)     Schedule 3.11(c) contains a list setting forth each employee benefit plan, program or arrangement currently sponsored, maintained or contributed to by WTGS TV or, prior to the Merger Closing, the LIN Companies, or will be maintained or contributed to by the Seller following the Merger Closing or with respect to which the Station or may have any actual or contingent liability or obligation (including any such obligations under any terminated plan or arrangement), including employee benefit plans, as defined in Section 3(3) of ERISA, Multiemployer Plans, deferred compensation plans, stock option or other equity compensation plans, stock purchase plans, phantom stock plans, bonus plans, fringe benefit plans, life, health, dental, vision, hospitalization, disability and other insurance plans, employee assistance program, severance or termination pay plans and policies, and sick pay and vacation plans or arrangements, whether or not described in Section 3(3) of ERISA. Each and every such plan, program, agreement or arrangement is hereinafter referred to as an “Employee Plan”. With respect to each Employee Plan, Seller has provided or made available to Buyer the following (i) copies of all written Employee Plans (including all trust agreements, insurance or annuity contracts, investment management agreements, record keeping agreements and other material documents or instruments relating thereto), and in the case of any Employee Plan that is not in written form, an accurate description of all material terms, (ii) the three (3) most recent Annual Reports (Form 5500 Series) and accompanying schedules, if any, and the most recent actuarial report (to the extent applicable), (iii) the current summary plan description, if any exists, (iv) the most recent determination letter from the IRS, if any, with respect to each such Employee Plan which is intended to qualify under Section 401(a) of the Code, (v) all material correspondence from the IRS or the Department of Labor, and (vi) copies of non-discrimination testing results for the three most recent plan years. As of the Closing, the Transferred Employees shall cease to be eligible to participate in all Employee Plans.

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(d)     Except as set forth on Schedule 3.11(d), with respect to each Employee Plan, as applicable: (i) each has been established and is being operated in all material respects in compliance with its terms and all applicable Laws, including ERISA and the Code; (ii) no Actions or disputes are pending, or to the Knowledge of Seller, threatened that, if successful, would reasonably be expected to result in liability of $150,000 or more; (iii) no audits, inquiries, reviews, proceedings, claims, or demands are pending with any governmental or regulatory agency; (iv) there are no facts which could give rise to any material liability in the event of any such investigation, claim, Action, audit, review, or other proceeding; (v) all premiums, contributions, or other payments required to have been made by Law or under the terms of any Employee Plan or any Contract or agreement relating to any Employee Plan as of the Merger Closing or the Closing, as applicable, have been or will be made; (vi) all material reports, returns and similar documents required to be filed with any Governmental Authority or distributed to any plan participant have been duly and timely filed or distributed; (vii) no “prohibited transaction” has occurred within the meaning of the applicable provisions of ERISA or the Code; and (viii) there have been no acts or omissions by the LIN Companies or, to the Seller’s Knowledge, WTGS TV, and following the Merger Closing, the Seller that have given or could give rise to any material fines, penalties, taxes or related charges under Sections 502(c), 502(i), 502(l), 502(m) or 4071 of ERISA or Section 511 or Chapter 43 of the Code, or under any other applicable Law, for which the Seller may be liable.

(e)     No Employee Plan provides for any payment by the LIN Companies, the Seller, or, to the Seller’s Knowledge, WTGS TV, as applicable, that would result in the payment of any compensation or other payments that would not be deductible under the terms of Section 280G of the Code after giving effect to the transactions contemplated hereby.

(f)     Except as set forth on Schedule 3.11(f), neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby shall: (i) result in the acceleration of the time of payment or vesting or creation of any rights of any current or former employee, manager, director or consultant to compensation or benefits under any Employee Plan or otherwise that would be payable by the LIN Companies, the Seller or, to the Seller’s Knowledge, WTGS TV; (ii) result in any payment becoming due, or increase the amount of any compensation due, in each case, to any current or former employee, manager, or consultant of the LIN Companies, the Seller, or to the Seller’s Knowledge, WTGS TV, as applicable; or (iii) increase any benefits otherwise payable under any Employee Plan.

(g)     Except as set forth on Schedule 3.11(g), (i) none of the LIN Companies, nor the Seller, nor, to the Seller’s Knowledge, WTGS TV, contributes to or is required to contribute, or has any liability or obligation, to any Multiemployer Plan, (ii) none of the LIN Companies, nor the Seller, nor, to the Seller’s Knowledge, WTGS TV, has incurred or reasonably expects to incur any liability under Title IV of ERISA, and (iii) no Employee Plan is (w) subject to Section 412 of the Code or Title IV of ERISA, (x) is a “multiple employer plan” within the meaning of Section 210 of ERISA or Section 413(c) of the Code, (y) is a “multiple employer welfare arrangement” as such term is defined in Section 3(40) of ERISA, or (z) provides group health or death benefits following termination of employment, other than to the extent required by Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code or by a comparable state Law. With respect to any Multiemployer Plans set forth on Schedule 3.11(g): (A) all contributions required to be made with respect to Transferred Employees have been timely paid; (B) none of the LIN Companies, nor the Seller, nor, to the Seller’s Knowledge, WTGS TV, has incurred or expects to incur, directly or indirectly, any withdrawal liability under ERISA with respect to any such plan (whether by reason of the transactions contemplated by the Agreement or otherwise); (C) none of the LIN Companies, nor the Seller, nor, to the Seller’s Knowledge, WTGS TV, has withdrawn, partially withdrawn, or received any notice of any claim or demand for withdrawal liability or partial withdrawal liability against it; (D) no such plan is (or is expected to be) insolvent or in reorganization and no accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, exists or is expected to exist with respect to any such plan nor any such plan is or reasonably expected to be “at-risk” under Section 430 of the Code; and (E) none of the LIN Companies, nor the Seller, nor, to the Seller’s Knowledge, WTGS TV, has any actual or contingent liability under Section 4204 of ERISA.

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(h)     With respect to each Employee Plan intended to qualify under Section 401(a) of the Code: (i) the IRS has issued a favorable determination letter or opinion letter or advisory letter (copies of which have been provided to Buyer) upon which the LIN Companies, the Seller, or, to the Seller’s Knowledge, WTGS TV, as applicable, is entitled to rely under IRS pronouncements, that such plan is, and such plan and its related trust are in fact, qualified under Section 401(a) of the Code and the related trusts are exempt from federal Income Tax under Section 501(a) of the Code; and (ii) no such determination letter, opinion letter or advisory letter has been revoked nor has revocation been threatened, nor has any amendment or other action or omission occurred with respect to any such plan since the date of its most recent determination letter, opinion letter or advisory letter, or application therefor, in any respect which would adversely affect its qualification, or materially increase its costs.

(i)     Each Employee Plan that constitutes a nonqualified deferred compensation plan subject to Section 409A of the Code has been operated and administered in compliance, in both form and operation, with the provisions of Section 409A of the Code and the treasury regulations and other generally applicable guidance published by the IRS thereunder, and, to the extent not inconsistent therewith, the Employee Plan’s terms. None of the LIN Companies, nor the Seller, nor, to the Seller’s Knowledge, WTGS TV, as applicable, is a party to or otherwise obligated under, any Employee Plan or otherwise, which provides for a gross up of Taxes imposed by Section 409A of the Code.

Section 3.12     Insurance. Schedule 3.12 lists all insurance policies maintained by the LIN Companies, or, to the Knowledge of Seller, WTGS TV, covering the Station or the Business, prior to the Merger Closing. All such policies are in full force and effect. There is no material claim pending under any such insurance policy as to which coverage has been questioned, denied or disputed by the underwriters of such insurance policy, and none of WTGS TV, the Seller nor the LIN Companies has received any written threatened termination of any of such insurance policies.

Section 3.13     Compliance with Law; Permits. Subject to Section 3.04 and Schedules 3.04(a), (b) and (c), with respect to the FCC Licenses, and except as set forth on Schedule 3.13, (a) WTGS TV, the LIN Companies and the Seller have complied in all material respects with all Laws and all decrees, judgments and orders of any Governmental Authority in respect of the operation of the Business and (b) there are no Actions (exclusive of investigations by or before the FCC) pending or, to the Knowledge of Seller, threatened against WTGS TV, the LIN Companies or the Seller with respect to the Station, except for those affecting the television broadcast industry generally. Except as set forth on Schedule 3.13, (i) WTGS TV or the LIN Companies hold, and immediately following the Merger Closing, WTGS TV and the Seller will hold all the Permits, (ii) all such Permits are valid and in full force and effect and (iii) WTGS TV and the LIN Companies are in material compliance with the terms of all Permits. To the Knowledge of Seller, there is no Action pending or, to the Knowledge of Seller, threatened regarding the suspension, revocation, or cancellation of any Permits.

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Section 3.14     Litigation. Except as set forth on Schedule 3.14, as of the date hereof, there is no Action pending or, to the Knowledge of Seller, threatened against WTGS TV, the LIN Companies or the Seller relating to the Business (a) that would reasonably be expected to result in damages in excess of $250,000 or (b) which would reasonably be expected to affect the Seller’s ability to perform its obligations under this Agreement or otherwise impede, prevent or materially delay the consummation of the transactions contemplated by this Agreement.

Section 3.15     Financial Statements. Schedule 3.15 sets forth copies of the following financial statements from the LIN Companies’ internal reporting system relating solely to the Business (such financial statements, collectively, the “Financial Statements”): (a) the unaudited balance sheet and statement of operations as of and for the fiscal year ended December 31, 2013 and (b) the unaudited balance sheet and statement of operations as of and for the six (6) months ended June 30, 2014. The Financial Statements have been derived from the books and records of the LIN Companies and fairly present, in all material respects, the financial position and results of operations of the Business as of the dates thereof and for the periods indicated therein in conformity with GAAP (except insofar as such unaudited Financial Statements may omit footnotes and may be subject to potential year-end adjustments that are not expected, either individually or in the aggregate, to be material).

Section 3.16     No Undisclosed Liabilities. Except as set forth on Schedule 3.16, none of the LIN Companies, the Seller or, to the Knowledge of Seller, WTGS TV, as it relates to the Business, has any liabilities or obligations of any kind or nature, whether known or unknown, absolute or contingent, accrued or unaccrued which would be required to be disclosed on a balance sheet of the Business prepared in accordance with GAAP or the notes thereto, except for liabilities which are (a) reflected or reserved for in the Financial Statements, (b) included in the calculation of the Estimated Settlement Statement or Final Settlement Statement, (c) current liabilities incurred in the ordinary course of business since the Balance Sheet Date, (d) contractual and similar liabilities incurred in the ordinary course of business and not required to be disclosed on a balance sheet of the Business prepared in accordance with GAAP or the notes thereto, (d) liabilities arising under applicable Law and not required to be disclosed on a balance sheet of the Business prepared in accordance with GAAP or the notes thereto or (e) contemplated by this Agreement.

Section 3.17     Absence of Changes. Since the Balance Sheet Date, there have not been any events, changes or occurrences or state of facts that, individually or in the aggregate, have had or would reasonably be expected to have, a Material Adverse Effect. Since the Balance Sheet Date, the Station has been operated in all material respects in the ordinary course of business consistent with past practice and there has not been in respect of the Business any damage, destruction or loss, whether or not covered by insurance, with respect to any of its property and assets having a replacement cost of more than $100,000, in each case, which damage, destruction or loss has not been (or, as of the Closing, will not be) remedied.

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Section 3.18     No Brokers. Except for the services of Moelis & Company to the Seller, for which the applicable fee shall be paid by the Seller, no broker, investment banker, financial advisor or other third party has been employed or retained by the Seller in connection with the transactions contemplated by this Agreement or is or may be entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission, or the reimbursement of expenses, in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Seller.

Section 3.19     Related Party Transactions. As it relates to the Business, except as set forth on Schedule 3.19 and other than employment arrangements, the LIN Companies and, to the Seller’s Knowledge, WTGS TV, prior to the Merger Closing, and the Seller, following the Merger Closing, is and are not currently party to any material Contract with any of their respective Affiliates as it relates to the Station.

Section 3.20     All Assets. Except as set forth on Schedule 3.20, Buyer, upon the Closing, will acquire all right, title and interest in all assets (including all Real Property) used primarily or held for use in the Business as conducted as of the date hereof free and clear of all Liens, other than Permitted Liens.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

Section 4.01     Existence and Power. Buyer is an organization duly formed, validly existing and in good standing under the Laws of the jurisdiction of its organization and has all organizational powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted.

Section 4.02     Corporate Authorization.

(a)     The execution and delivery by Buyer of this Agreement and the Ancillary Agreements (to which Buyer will be a party), the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby are within Buyer’s company powers and have been duly authorized by all requisite organizational action on the part of Buyer.

(b)     This Agreement has been, and each Ancillary Agreement (to which Buyer is or will be a party) will be, duly executed and delivered by Buyer. This Agreement (assuming due authorization, execution and delivery by Seller) constitutes, and each Ancillary Agreement (to which Buyer is or will be a party) will constitute when executed and delivered by Buyer, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity).

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Section 4.03     Governmental Authorization. The execution, delivery and performance by Buyer of this Agreement and each Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby require no action by or in respect of, or filing with or notification to, any Governmental Authority other than (a) the FCC consent and DOJ approval of and to the Merger Transaction and (b) the Governmental Consents.

Section 4.04     Noncontravention. The execution, delivery and performance of this Agreement by Buyer and each Ancillary Agreement to which Buyer will be a party and the consummation of the transactions contemplated hereby and thereby do not and will not (a) violate or conflict with the organizational documents of Buyer, (b) assuming compliance with the matters referred to in Section 4.03, conflict with or violate any Law or Governmental Order applicable to Buyer, (c) require any consent or other action by or notification to any Person under, constitute a default under, or give to any Person any rights of termination, amendment, acceleration or cancellation of any right or obligation of Buyer or to a loss of any benefit relating to Seller to which Buyer is entitled under, any provision of any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other agreement or instrument to which Buyer is a party or by which any of Buyer’s assets is or may be bound or (d) result in the creation or imposition of any Lien (except for Permitted Liens) on any asset of Buyer, except, in the cases of clauses (b), (c) and (d), for any such violations, consents, actions, defaults, rights or losses as have not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Buyer or on Buyer’s ability to perform its obligations under this Agreement or the Ancillary Agreements.

Section 4.05    Absence of Litigation. There are no Actions pending against or to the knowledge of Buyer, threatened, against Buyer before any Governmental Authority that in any manner challenges or seeks to prevent, enjoin, alter or delay materially the transactions contemplated by this Agreement.

Section 4.06     Qualifications. Except as set forth in Schedule 4.06, Buyer is legally, financially and otherwise qualified under the Communications Act and FCC Rules to acquire the FCC Licenses and own and operate the Station. Except as set forth on Schedule 4.06, (a) there are no facts known to Buyer that would disqualify Buyer as the assignee of the FCC Licenses or as owner and operator of the Station, (b) no waiver or exemption, whether temporary or permanent, of the Communications Act or FCC Rules is necessary for the FCC Consent to be obtained, (c) Buyer has no reason to believe that the FCC Application will be challenged or will not be granted by the FCC in the ordinary course due to any fact or circumstance relating to Buyer or any of its Affiliates or any of their respective officers, directors, shareholders, members or partners, and (d) no waiver of or exemption, whether temporary or permanent, from any provision of the Communications Act or FCC Rules is necessary for the FCC Consent to be obtained. Except as set forth in Schedule 4.06, Buyer is legally, financially and otherwise qualified under the Antitrust Laws to acquire the Station Assets and own and operate the Station.

Section 4.07     Brokers. There is no broker, finder, investment banker or other intermediary that has been retained by or is authorized to act on behalf of Buyer who is entitled to any fee or commission from either Buyer or any of its Affiliates upon consummation of the transactions contemplated by this Agreement and the Ancillary Agreements for which Seller could become liable.

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Section 4.08     Financing. At Closing, Buyer will have sufficient cash, available lines of credit or other sources of immediately available funds to enable it to make payment of the Purchase Price, all related fees and expenses in connection with the transactions contemplated by this Agreement and any other amounts to be paid by it in accordance with the terms of this Agreement.

Section 4.09     Projections and Other Information. Buyer acknowledges that, with respect to any projections, forecasts, business plans, budget information and similar documentation or information relating to the Seller and the operation of the Station that Buyer has received from the Seller or any of its Affiliates, (a) there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, (b) Buyer is familiar with such uncertainties, (c) Buyer hereby accepts full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (d) Buyer does not have, and will not assert, any claim against WTGS TV, the Seller or any of their respective members, officers, Employees, Affiliates or representatives, or hold WTGS TV, the Seller or any such Persons liable, with respect thereto. Buyer represents that none of WTGS TV, the Seller nor any of their Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding WTGS TV, the Seller, or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and none of WTGS TV, the Seller nor any of its Affiliates or any other Person will have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer or its representatives or Buyer’s use of, any such information, including any confidential memoranda distributed on behalf of the Seller relating to the Seller or other publications or data room information provided to Buyer or its representatives, or any other document or information in any form provided to Buyer or its representatives in connection with the sale of the Station Assets and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Section 4.09 will in any way limit Buyer’s rights (including under Section 10.03(a) and Article XII) with respect to the express representations and warranties of Seller in this Agreement.

Section 4.10     Solvency. Buyer is not entering into the transactions contemplated hereby with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the transactions contemplated hereby, including the payment of the Purchase Price and payment of all related fees and expenses, Buyer and its Affiliates will be Solvent. For purposes of this Section 4.10, the term “Solvent” with respect to any Person means that, as of any date of determination, (a) the amount of the fair saleable value of the assets of such Person exceeds, as of such date, the value of all liabilities of such Person, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal Laws governing determinations of the solvency of debtors, (b) such Person will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which they are engaged or proposed to be engaged following such date, and (c) such Person will be able to pay its liabilities, including contingent and other liabilities, as they mature. For purposes of this definition, “not have an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged” means that the Person will be able to generate enough cash from operations, asset dispositions or refinancing, or a combination thereof, to meet their financial obligations as they become due.

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ARTICLE V
COVENANTS OF SELLER

Section 5.01     Operations Pending Closing. Between the date hereof and the Closing, except as (a) set forth in this Agreement or the Option Exercise Agreement, (b) contemplated by the applicable subsection of Schedule 5.01, or (c) required by applicable Law or the regulations or requirements of any regulatory organization applicable to WTGS TV, the Seller or the LIN Companies, as the case may be, unless Buyer otherwise consents in writing which request for consent shall be directed to and promptly considered in accordance with the terms and conditions of this Section 5.01 by Buyer and which consent shall (i) not be unreasonably withheld, conditioned or delayed in the case of clauses (c), (e), (f), (g), (h), (i), (l), (n), (r), (s), (t), (u) or (w), and (ii) which may otherwise be withheld in Buyer’s sole discretion, the LIN Companies shall, and Seller shall use commercially reasonable efforts to cause WTGS TV and, prior to the Merger Closing, the LIN Companies to, and the Seller shall, following the Merger Closing and prior to the Closing:

(a)     operate the Station in the ordinary course and in all material respects in accordance with the Communications Laws, the FCC Licenses and with all other applicable Laws;

(b)     not cause or permit, or agree or commit to cause or permit, by act or failure to act, any of the FCC Licenses to expire or to be revoked, suspended or adversely modified, or take or fail to take any action that would cause the FCC or any other Governmental Authority to institute proceedings (other than proceedings of general applicability) for the suspension, revocation or adverse modification of any of the FCC Licenses listed on Schedule 3.04(a);

(c)     other than in the ordinary course of business or for the purpose of disposing of obsolete or worthless assets, not (i) sell, lease, license or dispose of or agree to sell, lease, license or dispose of any material assets unless replaced with similar items of substantially equal or greater value and utility or (ii) create, assume or permit to exist any Liens upon their assets, except for Permitted Liens;

(d)     not dissolve, liquidate, merge or consolidate with any other entity;

(e)     maintain, repair and replace the Tangible Personal Property, including any Tangible Personal Property which has been damaged prior to Closing, and maintain, repair and replace the Real Property, including any improvements thereon, which has been damaged prior to Closing, in each case in the ordinary course of business;

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(f)      (i) upon reasonable written advance notice, give Buyer and its representatives reasonable access at reasonable, mutually agreed-upon times during normal business hours to the Station, and furnish Buyer with information relating to the Business that Buyer may reasonably request, provided, however, that such access rights shall not be exercised in a manner that interferes with the Business and (ii) otherwise provide such reasonable assistance and cooperation as may be requested by Buyer from time to time prior to the Closing Date to reasonably facilitate the transition of the Business, including facilities, operations and applicable data, to Buyer upon and effective as of the Effective Time;

(g)     except as otherwise required by Law, not enter into, renew or renegotiate any employment agreement with a Transferred Employee providing for annual compensation in excess of $100,000, any severance agreement or any labor, or union agreement or plan, including any Collective Bargaining Agreement, that will be binding upon Buyer after the Closing;

(h)     not hire or terminate the employment of any Station general manager or any other Transferred Employee with annual aggregate non-equity compensation, including target bonuses, in excess of $100,000, excluding any terminations for “cause” as reasonably determined by Sellers;

(i)     except in the ordinary course of business, not (i) materially increase the compensation or benefits payable to any Transferred Employee, or (ii) modify any severance policy applicable to any Transferred Employee that would result in any material increase in the amount of severance payable to any such Transferred Employee (or would materially expand the circumstances in which such severance is payable);

(j)     not sell, lease, license or otherwise dispose of or encumber any Station Asset except (i) pursuant to or in accordance with existing Assumed Contracts or (ii) immaterial Station Assets in the ordinary course of business consistent with past practices;

(k)     use commercially reasonable efforts to maintain the Station’s MVPD carriage existing as of the date of this Agreement;

(l)     except for agreements and contracts which can be terminated by WTGS TV, the Seller or LIN Companies, as applicable, without penalty upon notice of ninety (90) days or less, not (i) enter into any agreement or contract that would have been a Material Contract were WTGS TV, the Seller or LIN Companies, as applicable, a party or subject thereto on the date of this Agreement unless such agreement or contract (x) is entered into in the ordinary course of business and (y) does not involve payments by WTGS TV, the Seller or LIN Companies, as applicable, of greater than $250,000 during any twelve (12) month period, (ii) amend in any material respect any Material Contract unless such amendment (x) is effected in the ordinary course of business, (y) does not increase the amount of payments to be made by WTGS TV, the Seller or LIN Companies, as applicable, during any twelve (12) month period by $250,000 or more or (iii) terminate or waive any material right under any Material Contract other than in the ordinary course of business (excluding the expiration of any Material Contract in accordance with its terms) (it being understood that if any such entry into, or amendment or termination of any such agreement or contract is permitted pursuant to this Section 5.1(k) as a result of the references to acts taken in the ordinary course of business, but such action would otherwise be prohibited by any other provision of this Section 5.1, then this Section 5.1(k) shall not be interpreted to permit such action without the prior written consent of Buyer as contemplated hereby);

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(m)     not enter into any Contract constituting a Sharing Agreement with respect to the Station;

(n)     not change any accounting practices, procedures or methods (except for any change required under GAAP or applicable law) or maintain its books and records, in each case in a manner other than in the ordinary course of business;

(o)     not make or agree or commit to make any capital expenditure, except (i) for capital expenditures equal to or less than $200,000 in connection with any particular project or equal to or less than $500,000 in the aggregate, and (ii) for emergency commitments or expenditures;

(p)     maintain its qualifications to hold the FCC Licenses with respect to the Station and not take any action that will materially impair such FCC Licenses or such qualifications;

(q)     promote the programming of the Station (both on-air and using third party media) in the ordinary course of business, taking into account inventory availability;

(r)     not adopt, enter into or become bound by any new Employee Plan or amend, modify or terminate any Employee Plan, except (i) to comply with applicable Law, (ii) in the ordinary course of business consistent with past practices without any additional post-Closing material liability to WTGS TV, the Seller or LIN Companies, as applicable, or (iii) as otherwise contemplated by this Agreement;

(s)     keep in full force and effect the material insurance policies set forth on Schedule 3.12 (or other insurance policies comparable in amount and scope);

(t)     not make or rescind any election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, for any taxable period ending on or after September 30, 2012, or change any of its methods of reporting income or deductions on its Income Tax Returns, or the classifications of its existing property and assets, in each case, to the extent such action would reasonably be expected to materially and adversely affect Buyer or its Affiliates after the Closing;

(u)     not (i) enter into or agree or commit to enter into any new Tradeout Agreement relating to the Station with a value in excess of $40,000, and $200,000 in the aggregate, prior to Closing that will not be fully performed prior to the Closing or (ii) make any guarantee of commercial ratings other than in the ordinary course of business consistent with past practice;

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(v)     (i) utilize the Program Rights only in the ordinary course of business consistent with past practice and (ii) not sell or otherwise dispose of any such Program Rights;

(w)     not extend credit to advertisers other than in the ordinary course of business consistent with past practice;

(x)     timely make retransmission consent elections with all MVPDs located in or serving the Station’s Markets;

(y)     not enter into any retransmission consent agreement relating to the Station other than as set forth on Schedule 5.01(y);

(z)     not enter into any Contract with any Affiliate or Subsidiary of Seller that survives the Closing; and

(aa)     not agree, commit or resolve to take any actions inconsistent with the foregoing.

Section 5.02     No Negotiation. Until such time as this Agreement shall be terminated pursuant to Section 11.01, Seller, its Affiliates, and their respective members, officers, investment bankers and agents shall cease any discussions or negotiations with, and shall not, directly or indirectly, solicit, initiate, encourage or entertain any inquiries or proposals from, discuss or negotiate with, provide any nonpublic information to or consider the merits of any inquiries or proposals from any Person (other than Buyer) relating to the sale of all or a significant portion of the Station Assets (whether by sale of assets, equity, or otherwise); provided, that if Buyer and Seller, acting reasonably and in good faith, jointly determine that the FCC Consent or HSR Clearance (if necessary) is not likely to be obtained by the Outside Date identified in Section 11.01(b)(i) because of circumstances that do not involve a breach by either party of any representation, warranty, covenant, or other obligation under this Agreement, the parties shall execute a document suspending the applicability of this section. Seller shall notify Buyer of any such inquiry or proposal referenced herein within three (3) Business Days of receipt or the Knowledge of Seller of the same.

Section 5.03     No-Hire. During the period beginning on the date hereof and ending on the first (1st) anniversary of the Closing Date, the Seller, and its Affiliates will not, directly or indirectly, solicit to employ or hire any Employee who is contemplated to be or is a Transferred Employee, unless Buyer first terminates the employment of such employee, such employee voluntarily terminates without inducement by the Seller or its Affiliates, or Buyer gives its written consent to such employment or offer of employment; provided, however, that the Seller or its Affiliates shall be permitted to make a general solicitation for employment not targeted to any Employee of the Seller who is contemplated to be or is a Transferred Employee and shall not be prohibited from employing any such employee pursuant to such a general solicitation.

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Section 5.04     Interim Reports. Within forty-five (45) days after the end of each calendar month during the period from the date hereof through the Closing, if applicable, the Seller shall provide, or use commercially reasonable efforts to cause the LIN Companies to provide, to Buyer the unaudited balance sheet for the Station as of the end of such month and the related combined unaudited statement of operations for such month ended for the Station. Such reports shall be prepared on the same basis as the Financial Statements. The Seller shall also provide to Buyer weekly pacing reports for each of the Station promptly following the end of each week during the period from the date hereof through the Closing.

ARTICLE VI
COVENANTS OF BUYER

Section 6.01     Access to Information. After the Closing Date, upon reasonable notice, Buyer will promptly provide the Seller and its agents reasonable access to its properties, books, records, employees and auditors, at the sole cost and expense of the Seller, solely to the extent necessary to permit the Seller to determine any matter relating to its rights and obligations (or those of its Affiliates) hereunder and under the Merger Agreement, or to any period ending on or before the Closing Date; provided, that the Seller will hold, and will cause its agents to hold, in confidence, all confidential or proprietary information to which it has had access to pursuant to this Section 6.01; provided, further, that such access shall not unreasonably interfere with Buyer’s business or operations.

Section 6.02     Accounts Receivable.

(a)     The Seller shall deliver to Buyer, on or promptly after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180^th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time.

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(b)     Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment”, and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer.

(c)     The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section.

(d)     Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours.

(e)     Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable.

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(f)     Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current.

(g)     The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables.

(h)     If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment.

(i)     All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Section 6.03     Termination of Rights to the Names and Marks. As soon as practicable after the Closing Date (and in any event within ninety (90) days thereafter), Buyer shall, and shall cause each of its Affiliates, to cease and discontinue all uses of, and delete or remove from all products, signage, vehicles, properties, technical information and promotional materials, the names and marks set forth on Schedule 6.03.

Section 6.04     Insurance Policies. All of the insurance policies with respect to the Station may be cancelled by WTGS TV or the Seller as of the Closing Date, and any refunded premiums shall be retained by WTGS TV or the Seller. Buyer will be solely responsible for acquiring and placing its casualty insurance, business interruption insurance, liability insurance and other insurance policies for the Station, including the Station Assets and Assumed Liabilities, for periods on and after the Effective Time.

Section 6.05     Title Commitments; Surveys. Buyer shall have the responsibility to obtain, at its sole option and expense, (a) commitments for owner’s and lender’s title insurance policies on the Owned Real Property and commitments for lessee’s and lender’s title insurance policies for all Real Property that is leased pursuant to a Real Property Lease (collectively, the “Title Commitments”), and (b) an ALTA survey on each parcel of Real Property (the “Surveys”); provided, however, that Seller shall provide Buyer with any existing Title Commitments and Surveys in the possession of Seller or the LIN Companies, to the extent Buyer is able to do so.  The Title Commitments will evidence a commitment to issue an ALTA title insurance policy insuring good, marketable and indefeasible fee simple (or leasehold, if applicable) title to each parcel of the Real Property contemplated above for such amount as Buyer directs.  Seller shall reasonably cooperate with Buyer in obtaining such Title Commitments and Surveys, provided that neither the Seller nor the LIN Companies shall be required to incur any cost, expense or other liability in connection therewith.  If the Title Commitments or Surveys reveal any Lien on the title other than Permitted Liens, Buyer shall notify Seller in writing of such objectionable matter as soon as Buyer becomes aware that such matter is not a Permitted Lien, and Seller agrees to use commercially reasonable efforts to remove such objectionable matter as required pursuant to the terms of this Agreement.

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Section 6.06     No-Hire. Except as pursuant to the terms of this Agreement, during the period beginning on the date hereof and ending on the first (1st) anniversary of the Closing Date, Buyer, and its Affiliates will not, directly or indirectly, solicit to employ or hire any employee of the Seller or its Affiliate whose primary work location is in the Market, unless the Seller first terminates the employment of such employee, such employee voluntarily terminates without inducement by Buyer or its Affiliates, or the Seller gives its written consent to such employment or offer of employment; provided, however, that Buyer or its Affiliates shall be permitted to make a general solicitation for employment (including in the Market) not targeted to any employee of the Seller and shall not be prohibited from employing any such employee pursuant to such a general solicitation.

ARTICLE VII
JOINT COVENANTS

Section 7.01     Commercially Reasonable Efforts; Further Assurances.

(a)     Subject to the terms and conditions of this Agreement, Buyer and the Seller will each use commercially reasonable efforts to take, or cause to be taken, all actions, and do, or cause to be done, all efforts reasonably necessary or desirable under applicable Law to consummate the transactions contemplated by this Agreement.

(b)     In furtherance and not in limitation of Section 7.01(a), Buyer, LIN Companies, and the Seller shall, and the Seller shall use reasonable best efforts to cause Vaughan and WTGS TV, pursuant to the Option Exercise Agreement, and the LIN Companies, pursuant to the Merger Agreement, to, prepare and file with the FCC as soon as practicable but in no event later than five (5) Business Days after the date hereof the requisite applications (collectively, the “FCC Application”) and other necessary instruments or documents requesting the FCC Consent and thereupon prosecute the FCC Application with all reasonable diligence to obtain the requisite FCC Consent; provided, that, except as set forth in the following sentence, neither Buyer nor the Seller shall be required to pay consideration to any third party to obtain the FCC Consent. Buyer and the Seller shall each pay one-half (1/2) of the FCC filing fees relating to the transactions contemplated hereby, irrespective of whether the transactions contemplated by this Agreement are consummated. Buyer, LIN Companies, and the Seller shall, and the Seller shall use reasonable best efforts to cause Vaughan and WTGS TV, pursuant to the Option Exercise Agreement, and the LIN Companies, pursuant to the Merger Agreement, to, each oppose any petitions to deny or other objections filed with respect to the FCC Application to the extent such petition or objection relates to such party. Except as set forth on Schedule 7.01, neither the Seller, LIN Companies, nor Buyer shall take any intentional action, or intentionally fail to take any action, which would reasonably be expected to materially delay the receipt of the FCC Consent. To the extent necessary, the Seller shall, and use reasonable best efforts to cause Vaughn to, promptly enter into a tolling agreement or other arrangement if requested by the FCC with respect to any complaints regarding the FCC Licenses, and, subject to the indemnification obligation set forth in Section 12.03(a)(iii), Buyer shall accept liability in connection with any enforcement Action by the FCC with respect to such complaints as part of such tolling or other arrangement provided that it is understood and agreed that Buyer shall be entitled to indemnification from any such liability under Section 12.03(a)(iii) as if it were an Excluded Liability. If the Closing shall not have occurred for any reason within the original effective period of the FCC Consent, and neither party shall have terminated this Agreement under Article XI, Buyer and the Seller shall jointly request an extension of the effective period of the FCC Consent. No extension of the FCC Consent shall limit the right of either party to exercise its rights under Article XI.

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(c)     Within five (5) Business Days after the date of this Agreement, Buyer, LIN Companies, and the Seller shall, and the Seller shall use reasonable best efforts to cause Vaughan and WTGS TV, pursuant to the Option Exercise Agreement, and the LIN Companies, pursuant to the Merger Agreement, to, make all required filings (if necessary) with the Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) pursuant to the HSR Act, with respect to the transactions contemplated hereby (including a request for early termination of the waiting period thereunder), and shall thereafter promptly respond to all requests received from such agencies for additional information or documentation. Expiration or termination of any applicable waiting period under the HSR Act is referred to herein as the “HSR Clearance”. Any filing fees payable under the HSR Act relating to the transactions contemplated hereby shall be borne one-half (1/2) by each the Buyer and the Seller.

(d)     In connection with the efforts referenced in Section 7.01(a), and Section 7.01(b), to obtain the FCC Consent and HSR Clearance (if necessary), Buyer, LIN Companies, and the Seller shall (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, and (ii) keep the other party informed in a timely manner and in all material respects of any material communication received by such party from, or given by such party, to the FCC, FTC, DOJ or any other Governmental Authority (including the provision of copies of any pleadings, documents, or other communications exchanged with the FCC, FTC, DOJ or any other Governmental Authority) and the material non-confidential portions of any communications received or given by a private party with respect to this Agreement and the transactions contemplated hereby), (iii) permit the other party to review any material non-confidential portions of any communication given or to be given by it to the FCC, FTC, DOJ and any other Governmental Authority with respect to this Agreement and the transactions contemplated hereby, and (iv) consult with each other in advance of and be permitted to attend any meeting or conference with, the FCC, FTC, DOJ or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, in each case regarding any of the transactions contemplated by this Agreement.

(e)     The Seller and Buyer shall cooperate with one another (a) in determining whether any Action by or in respect of, or filing with, any Governmental Authority is required, or any Actions, consents, approvals or waivers are required to be obtained from parties to any Assumed Contracts, in connection with the consummation of the transactions contemplated by this Agreement and (b) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers; provided, that the Seller and Buyer shall not be required to pay consideration to obtain any such consent, approval or waiver.

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Section 7.02     Confidentiality. Buyer and the Seller (or Affiliates thereof) are parties to the Confidentiality Agreement with respect to the Seller, Buyer and the Station. To the extent not already a direct party thereto, Buyer, LIN, and the Seller hereby assume (and agrees to cause each assignee to assume) the Confidentiality Agreement and agrees to be bound by the provisions thereof. Without limiting the terms of the Confidentiality Agreement, subject to the requirements of applicable Law, all non-public information regarding the Seller, Buyer and their Affiliates and their business and properties that is disclosed in connection with the negotiation, preparation or performance of this Agreement (including, without limitation, all financial information provided by the Seller to Buyer) shall be confidential and shall not be disclosed to any other Person, except Buyer’s and the Seller’s representatives and Buyer’s lenders for the purpose of consummating the transaction contemplated by this Agreement.

Section 7.03     Control Prior to Closing. This Agreement and, without limitation, the covenants in Article V, are not intended to and shall not be construed to transfer control of the Station or to give Buyer any right, directly or indirectly, to control, supervise or direct, or attempt to control, supervise or direct, the personnel, programming or finances, or any other matter relating to the operation of the Station prior to the Closing, and WTGS TV, the Seller or the LIN Companies, as applicable, shall have ultimate control and supervision of all aspects of Station operations up to the time of the Closing.

Section 7.04     Public Announcements. The parties shall agree on the terms of any press release, if any, that announces the transactions contemplated hereby and each party will obtain the other party’s prior written consent before issuing any press release or making any public announcement regarding this Agreement or the transactions contemplated hereby; provided, that either party shall be permitted without the consent of the other to issue any press releases or public statements which may be required by applicable Law or any listing agreement with any national securities exchange; provided further, that prior to the issuance of such press release or public statement, the other party shall be provided notice and an opportunity to comment on such press release or public statement. Notwithstanding anything to the contrary in this Section 7.04, the parties acknowledge that this Agreement and the FCC Application will be filed with the FCC and a local public notice will be broadcast on the Station and published in a local newspaper pursuant to applicable FCC Rules.

Section 7.05     Notices of Certain Events. From the date hereof until the earlier to occur of the Closing Date or the termination of this Agreement in accordance with Article XI, the Seller, on the one hand, and Buyer, on the other hand, shall each promptly notify the other of:

(a)     any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement;

(b)     in the case of the Seller, (i) the occurrence or non-occurrence of any event which, to the Knowledge of Seller, has caused any representation or warranty made by it herein to be untrue or inaccurate in any material respect at any time on or after the date hereof and prior to the Closing and (ii) any material failure on the part of the Seller to comply with or satisfy any covenant, condition or agreement set forth herein to be complied with or satisfied by the Seller hereunder on or after the date hereof and prior to the Closing; and

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(c)     in the case of Buyer, (i) the occurrence or non-occurrence of any event which, to its knowledge and the knowledge of its chief executive officer and chief operating officer (or persons holding similar positions), has caused any representation or warranty made by it herein to be untrue or inaccurate, in any material respect at any time on or after the date hereof and prior to the Closing and (ii) any material failure on the part of Buyer to comply with or satisfy any covenant, condition or agreement set forth herein to be complied with or satisfied by Buyer hereunder on or after the date hereof and prior to the Closing.

Section 7.06     Retention of Records; Post-Closing Access to Records.

(a)     Notwithstanding anything to the contrary contained in this Agreement, WTGS TV, the Seller and their Affiliates may retain and use, at their own expense, copies of all documents or materials transferred hereunder, in each case, which (i) are used in connection with the businesses of WTGS TV, the Seller or their Affiliates, other than the operation of the Station, (ii) WTGS TV, the Seller or any of their Affiliates in good faith determines that it is reasonably likely to need access to in connection with the defense (or any counterclaim, cross-claim or similar claim in connection therewith) of any Action against or by WTGS TV, the Seller or any of their Affiliates pending or threatened as of the Closing Date, or (iii) WTGS TV, the Seller or any of their Affiliates in good faith determines it is reasonably likely to need access to in connection with any filing, report, or investigation to or by any Governmental Authority subject, in the case of clauses (ii) and (iii), to the reasonable agreement of the parties as to maintaining the confidentiality of any such materials and information.

(b)     Notwithstanding anything to the contrary contained in this Agreement, for a period of three (3) years after the Closing Date, the Seller and its Affiliates shall maintain, and provide Buyer and its representatives reasonable access to, those records of the Seller and its Affiliates insofar as they relate to the Station Assets that relate to periods prior to the consummation of the Closing, during normal business hours and on at least ten (10) Business Days’ prior written notice (or such shorter time period as necessitated by the urgency of the underlying facts and circumstances). If the Seller or any of its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such three (3)-year period in accordance with the record retention policies of the Seller then in effect, the Seller shall, prior to such disposal, give Buyer ten (10) Business Days’ prior notice to enable Buyer, at Buyer’s expense, to segregate and remove such books and records as Buyer may select, subject to destruction of correspondence and other similar documents in the ordinary course, in accordance with customary retention policies and applicable Law.

Section 7.07     Cooperation in Litigation. Buyer and the Seller shall (and shall cause their respective Affiliates) reasonably cooperate with each other at the requesting party’s expense in the prosecution or defense of any Action arising from or related to the operation of the Station and involving one or more third parties. The party requesting such cooperation shall pay the reasonable out-of-pocket expenses (excluding internal costs) incurred in providing such cooperation (including reasonable legal fees and disbursements) by the party providing such cooperation and by its Affiliates and its and their officers, members, directors, employees and agents.

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Section 7.08     Financial Statement Assistance.

(a)     Buyer acknowledges that the parent company of Seller is a public company listed on the New York Stock Exchange and, as such, has certain financial reporting obligations under applicable Law and/or stock exchange requirements, which may require such parent company to file with the Securities and Exchange Commission (“SEC”) on a Current Report on Form 8-K certain audited and unaudited  financial statements and related footnotes for the Station and other television stations being sold to Buyer and its Affiliates by Seller and its Affiliates for certain periods and pro forma financial statements of such parent company giving effect to the transaction contemplated hereby and such other acquisitions, all of which must be prepared in accordance with GAAP and the requirements of the Securities Exchange Act and the pronouncements of the SEC thereunder (the “Post-Closing Financial Statements”).

(b)     In order that parent company of Seller may comply with its obligation as described under Section 7.08(a) above, prior to and after the Closing, Buyer shall reasonably assist Seller in the preparation of the Post-Closing Financial Statements, including by, among other things,  providing reasonable access to Seller and its auditors and other representatives of Seller as reasonably necessary, to all work papers of Buyer, accounting books and records relating to the Station and the other applicable television stations during the relevant periods and to the appropriate personnel of Buyer to verify the accuracy, presentation and other matters relating to the preparation of the Post-Closing Financial Statements.

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ARTICLE VIII
EMPLOYEE MATTERS

Section 8.01     Employment. On or before the Closing Date, Buyer shall offer employment as of the Closing Date to each Employee employed immediately prior to the Closing Date, including those listed on Schedule 3.11(b), who is not on authorized or unauthorized leave of absence, sick leave, short or long-term disability leave, military leave or layoff with recall rights (“Active Employees”). Employees who are on authorized leave of absence, sick leave, short or long-term disability leave, military leave or layoff with recall rights (collectively, “Inactive Employees”) shall be offered employment by Buyer only if they return to active employment immediately following such absence within six (6) months of the Closing Date, or such later date as required under applicable Law, who accept Buyer’s offer of employment and commence employment on the applicable Employment Commencement Date are hereinafter referred to collectively as the “Transferred Employees” The “Employment Commencement Date” as referred to herein shall mean (i) as to those Transferred Employees who are Active Employees hired upon the Closing Date, the Closing Date, and (ii) as to those Transferred Employees who are Inactive Employees, the date on which the Transferred Employee begins employment with Buyer. Buyer shall employ at-will those Transferred Employees and who do not have employment agreements with Seller (or its Affiliates) initially at a monetary compensation (consisting of base salary, and, as applicable, commission rate and normal bonus opportunity) materially comparable to those provided to similarly situated employees of Buyer immediately prior to the Employment Commencement Date. The initial terms and conditions of employment for those Transferred Employees who have employment agreements with the Seller (or its Affiliates) shall be as set forth in such employment agreements; provided, that Buyer may require such Transferred Employees to execute comparable new employment agreements with Buyer as a condition of employment. From the Employment Commencement Date until at least one (1) year after the Closing Date, Buyer shall provide each Transferred Employee employed by Buyer with compensation that, in the aggregate, is no less favorable than the compensation provided to the Transferred Employees immediately prior to the Effective Time and employee benefits that, in the aggregate, are no less favorable than the employee benefits provided by Buyer to similarly situated employees of Buyer, provided that sales commissions and bonuses based on performance may be less to the extent of changes in performance by such Transferred Employee, to the extent such sales commissions and bonuses are based thereon; provided, however, that, except as set forth in Section 8.05, Buyer shall not be obligated to provide Transferred Employees credit for past time with respect to sick leave. Buyer agrees that Buyer shall provide severance benefits to the Transferred Employees on terms that are at least favorable to those provided to similarly situated employees of Buyer. To the extent permitted by Law, Buyer shall give Transferred Employees full credit for purposes of eligibility waiting periods and vesting, and for benefit accrual (other than benefit accrual under a defined benefit pension plan) under the employee benefit plans or arrangements or severance practices maintained by the Buyer or its Affiliates in which such Transferred Employees participate for such Transferred Employees’ service with the Seller or its Affiliates or predecessors.

Section 8.02     Savings Plan. Buyer shall cause a tax-qualified defined contribution plan established or designated by Buyer (a “Buyer’s 401(k) Plan”) to accept rollover contributions from the Transferred Employees of any account balances distributed to them by the Seller’s or the LIN Companies’ 401(k) Plan. Buyer shall allow any such Transferred Employees’ outstanding plan loan to be rolled into Buyer’s 401(k) Plan. The distribution and rollover described herein shall comply with applicable Law, and each party shall make all filings and take any actions required of such party by applicable Law in connection therewith. Buyer’s 401(k) Plan shall credit Transferred Employees with service credit for eligibility and vesting purposes for service recognized for the equivalent purposes under WTGS TV’s, the Seller’s or the LIN Companies’ 401(k) Plan.

Section 8.03     Employee Welfare Plans. The Seller shall retain responsibility for and continue to pay all medical, life insurance, disability and other welfare plan expenses and benefits for each Transferred Employee with respect to claims incurred under the terms of the Employee Plans by such Employees or their covered dependents prior to the Employment Commencement Date. Expenses and benefits with respect to claims incurred by Transferred Employees or their covered dependents on or after the Employment Commencement Date shall be the responsibility of Buyer, subject to the terms and conditions of Buyer’s welfare plans. With respect to any welfare benefit plans maintained by Buyer for the benefit of Transferred Employees on and after the Employment Commencement Date, to the extent permitted by applicable Law, Buyer shall (a) cause there to be waived any eligibility requirements or pre-existing condition limitations to the same extent waived generally by Buyer with respect to its employees and (b) give effect, in determining any deductible and maximum out-of-pocket limitations, amounts paid by such Transferred Employees with respect to similar plans maintained by the LIN Companies or the Seller, as applicable.

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Section 8.04     Vacation. Buyer will assume all liabilities for unpaid, accrued vacation and personal time of each Transferred Employee as of the Employment Commencement Date, giving service credit under Buyer’s vacation and personal time policy for service with the Seller and the LIN Companies and shall permit Transferred Employees to use their vacation and personal time entitlement accrued as of the Closing Date in accordance with Buyer’s policy for carrying over unused vacation and personal time. To the extent that, following the Closing Date Buyer’s policies do not permit a Transferred Employee to use any accrued and unused vacation and personal time for which Buyer has assumed the liabilities hereunder (other than as a result of such Transferred Employee’s failure to use such vacation and personal time despite his or her eligibility to do so, without adverse consequences, under Buyer’s policies), Buyer will pay such Transferred Employee for any such vacation and personal time. Service with the Seller and the LIN Companies shall be taken into account in determining Transferred Employees’ vacation and personal time entitlement under the LIN Companies’ or the Seller’s vacation and personal time policy after the Closing Date. Notwithstanding any provision in this Agreement to the contrary, no Transferred Employee shall be entitled to receive duplicate credit for the same period of service.

Section 8.05     Sick Leave. Buyer will assume all liabilities for unpaid, accrued sick leave of each Transferred Employee as of the Employment Commencement Date, giving service credit under Buyer’s sick leave for service with the Seller and the LIN Companies, and Buyer shall grant credit to Transferred Employees for all unused sick leave accrued by such Transferred Employee on the basis of their service during the current calendar year as employees of the Seller in accordance with the Seller’s or the LIN Companies’ policy on sick leave.

Section 8.06     No Further Rights. Without limiting the generality of Section 13.08, nothing in this Article VIII, express or implied, is intended to confer on any Person (including any Transferred Employees and any current or former Employees of the Seller) other than the parties hereto and their respective successors and permitted assigns any rights, benefits, remedies, obligations or liabilities under or by reason of this Article VIII. Accordingly, notwithstanding anything to the contrary in this Article VIII, this Agreement is not intended to create a Contract between Buyer, the Seller and any of their respective Affiliates on the one hand and any Employee of the Seller on the other hand, and no Employee of the Seller may rely on this Agreement as the basis for any breach of contract claim against Buyer or the Seller.

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Section 8.07     Flexible Spending Plan. As of the Employment Commencement Date, the Seller shall transfer, or use commercially reasonable efforts to cause to be transferred, from the Employee Plans that are medical and dependent care account plans (each, a “Seller FSA Plan”) to one or more medical and dependent care account plans established or designated by Buyer (collectively, the “Buyer FSA Plan”) the account balances (positive or negative) of Transferred Employees, and Buyer shall be responsible for the obligations of the Seller FSA Plans to provide benefits to the Transferred Employees with respect to such transferred account balances at or after the Employment Commencement Date (whether or not such claims are incurred prior to, on or after such date). Each Transferred Employee shall be permitted to continue to have payroll deductions made as most recently elected by him or her under the applicable Seller FSA Plan. As soon as reasonably practicable following the end of the plan year for the Buyer FSA Plan, including any grace period, Buyer shall promptly reimburse Seller for benefits paid by the Seller FSA Plans to any Transferred Employee prior to the Employment Commencement Date to the extent in excess of the payroll deductions made in respect of such Transferred Employee at or prior to the Employment Commencement Date but only to the extent that such Transferred Employee continues to contribute to the Buyer FSA Plan the amount of such deficiency. This Section 8.07 shall be interpreted and administered in a manner consistent with Rev. Rul. 2002-32.

Section 8.08     Payroll Matters. The Seller and Buyer shall utilize the following procedures for preparing and filing Internal Revenue Service Forms W-2 (Wage and Tax Statements), as described in Revenue Procedure 2004-53 for Transferred Employees:

(a)     (i) The Seller shall provide all required Forms W-2 to (x) all Transferred Employees reflecting wages paid and taxes withheld by the Seller prior to the Employment Commencement Date, and (y) all other Employees and former Employees of the Seller who are not Transferred Employees reflecting all wages paid and taxes withheld by the Seller, and (ii) Buyer (or one of its Affiliates) shall provide all required Forms W-2 to all Transferred Employees reflecting all wages paid and taxes withheld by Buyer (or one of its Affiliates) on and after the Employment Commencement Date.

(b)     The Seller and Buyer shall adopt the “alternative procedure” of Revenue Procedure 2004-53 for purposes of filing Internal Revenue Service Forms W-4 (Employee’s Withholding Allowance Certificate) and W-5 (Earned Income Credit Advance Payment Certificate). Under this procedure, the Seller shall provide to Buyer all Internal Revenue Service Forms W-4 and W-5 on file with respect to each Transferred Employee and any written notices received from the Internal Revenue Service under Reg. § 31.3402(f)(2)-1(g)(5) of the Code, and Buyer will honor these forms until such time, if any, that such Transferred Employee submits a revised form.

(c)     With respect to garnishments, tax levies, child support orders, and wage assignments in effect with the Seller on the Employment Commencement Date for Transferred Employees and with respect to which the Seller has notified Buyer in writing, Buyer shall honor such payroll deduction authorizations with respect to Transferred Employees and will continue to make payroll deductions and payments to the authorized payee, as specified by a court or order which was filed with the Seller on or before the Employment Commencement Date, to the extent such payroll deductions and payments are in compliance with applicable Law, and the Seller will continue to make such payroll deductions and payments to authorized payees as required by Law with respect to all other Employees of the Seller who are not Transferred Employees. The Seller shall, as soon as practicable after the Employment Commencement Date, provide Buyer with such information in the possession of the Seller as may be reasonably requested by Buyer and necessary for Buyer to make the payroll deductions and payments to the authorized payee as required by this Section 8.08(c).

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Section 8.09     WARN Act. Buyer shall not take any action on or after the Effective Date that would cause any termination of employment of any Employees by Seller that occurs before the Closing to constitute a “plant closing” or “mass layoff” under the Worker Adjustment and Retraining Act of 1988, as amended (the “WARN Act”) or any similar state or local Law, or to create any liability to Seller for any employment terminations under applicable Law. The Assumed Liabilities shall include all liabilities with respect to any amounts (including any severance, fines or penalties) payable under or pursuant to the WARN Act or any similar state or local Law with respect to any Employees who do not become Transferred Employees as a result of Buyer’s failure to extend offers of employment or continued employment as required by Section 8.01 or in connection with events that occur from and after the Closing, and Buyer shall reimburse the Seller for any such amounts.

ARTICLE IX
TAX MATTERS

Section 9.01     Bulk Sales. The Seller and Buyer hereby waive compliance with the provisions of any applicable bulk sales law and no representations, warranty or covenant contained in this Agreement shall be deemed to have been breached as a result of such noncompliance; provided, that subject to Section 9.02, Seller shall be liable for any liability arising from such non-compliance solely in accordance with Buyer’s right to indemnification in accordance with Article XII.

Section 9.02     Transfer Taxes. All Transfer Taxes arising out of or in connection with the transactions effected pursuant to this Agreement shall be shared equally by the Seller and Buyer. The party which has the primary responsibility under applicable Law for the payment of any particular Transfer Tax, shall prepare the relevant Tax Return and notify the other party in writing of the Transfer Taxes shown on such Tax Return. Such other party shall pay the party that paid the Transfer Tax an amount equal to fifty percent (50%) of such Transfer Taxes by check or wire transfer of immediately available funds no later than the date that is the later of (i) five (5) Business Days after the date of such notice or (ii) two (2) Business Days prior to the due date for such Transfer Taxes. The Seller and Buyer shall cooperate in the preparation, execution and filing of all Transfer Tax Returns and shall cooperate in seeking to secure any available exemptions from such Transfer Taxes.

Section 9.03     FIRPTA Certificate. The Seller shall deliver to Buyer on the Closing Date, duly completed and executed certificates of non-foreign status pursuant to section 1.1445-2(b)(2) of the Treasury regulations sufficient to exempt Buyer from the requirements of Code Section 1445(a). The sole remedy, including for purposes of Section 10.03 and Article XI or Article XII for failure to provide any such certificate shall be to permit Buyer to make any withholdings as are required pursuant to Section 1445 of the Code.

Section 9.04     Taxpayer Identification Numbers. The taxpayer identification numbers of Buyer and Seller are set forth on Schedule 9.04.

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Section 9.05     Taxes and Tax Returns. The Seller shall be liable for payment of and shall prepare and properly file on a timely basis true, complete and accurate Tax Returns and other documentation for any and all Taxes incurred with respect to the Station Assets and the operation of the Station for any Pre-Closing Tax Period, and Buyer shall be liable for payment of and shall prepare and properly file on a timely basis true, complete and accurate Tax Returns and other documentation for any and all Taxes incurred with respect to the Station Assets and the operation of the Station for any Post-Closing Tax Period. Buyer shall prepare and properly file, consistent with past practice, all Tax Returns for any taxable period beginning before and ending after the Effective Time (a “Straddle Period”). Notwithstanding anything to the contrary in this Section 9.05, all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Station Assets for any Straddle Period shall be apportioned between Seller, on the one hand, and Buyer, on the other hand, based on the number of days of such period up to the Effective Time and the number of days of such period after the Effective Time, and Seller shall be liable for the proportionate amount of such Taxes that is attributable to the portion of the Straddle Period up to the Effective Time, and Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the portion of the Straddle Period beginning after the Effective Time.

Section 9.06     Purchase Price Allocation. Within 270 days after the Closing Date, the Seller shall provide to Buyer an allocation of the applicable portions of the Purchase Price among the Station Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or foreign Law, as appropriate) and Buyer and the Seller shall use such allocation in the filing of any and all Tax Returns and other relevant documents with any other Governmental Authority. The Seller shall provide Buyer with any comments on such schedule within fifteen (15) Business Days after the date thereof, and Buyer and the Seller agree to negotiate in good faith regarding the allocation of the Purchase Price (unless Buyer does not provide any comments within the time period set forth herein, in which case Seller’s proposed allocation shall be deemed final). If the parties are unable to reach agreement with respect to such allocation then the parties shall have no further obligation under this Section 9.06 and each party shall make its own determination of such allocation for financial and Tax reporting purposes.

ARTICLE X
CONDITIONS TO CLOSING

Section 10.01     Conditions to Obligations of Buyer and Seller. The obligations of Buyer and the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following conditions:

(a)     No provision of any applicable Law and no Governmental Order shall prohibit the consummation of the Closing.

(b)     The Merger Closing shall have occurred.

(c)     The HSR Clearance shall have been obtained, if necessary.

(d)     The FCC Consent shall have been granted.

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(e)     The closing of the transactions contemplated by the Other Purchase Agreements shall have occurred.

(f)     The closing of the Option exercise under the Option Exercise Agreement shall occur simultaneously with the Closing.

Section 10.02     Conditions to Obligations of Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following further conditions:

(a)     The representations and warranties of Buyer made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement.

(b)     Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date.

(c)     Seller shall have received a certificate dated as of the Closing Date from Buyer, executed by an authorized officer of Buyer, to the effect that the conditions set forth in this Section 10.02(a) have been satisfied.

(d)     Seller shall have received the following documents:

(i)     the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization;

(ii)     a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and

(iii)     a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby.

(e)     Buyer shall have tendered the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement.

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Section 10.03     Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following further conditions:

(a)     The representations and warranties of the Seller made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect.

(b)     Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date.

(c)     Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by an authorized officer of Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfied.

(d)     Buyer shall have received the following documents:

(i)     the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization;

(ii)     a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and

(iii)     a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and thereby.

(e)     The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e).

(f)     The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of the Seller or Vaughan upon such payment to the applicable lender.

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(g)     The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

ARTICLE XI
TERMINATION

Section 11.01     Termination. This Agreement may be terminated at any time prior to the Closing as follows:

(a)     by the mutual written consent of the Seller and Buyer;

(b)     either by the Seller or by Buyer:

(i)     if the Closing shall not have occurred on or before the twelve (12) month anniversary of the date of this Agreement (the “Outside Date”) so long as the terminating party is not then in breach of any of its representations, warranties, covenants or agreements contained in this Agreement to the extent that would give the other party the right not to close pursuant to Section 10.02 or Section 10.03, as the case may be;

(ii)     if the FCC denies the FCC Application and FCC counsel for the Seller and Buyer agree that the FCC Consent is not likely to be obtained by the Outside Date;

(iii)     if there shall be any Law that prohibits consummation of the transactions contemplated by this Agreement or if a Governmental Authority of competent jurisdiction shall have issued a Government Order enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement, and such Government Order shall have become final and non-appealable;

(iv)     upon the termination of the Merger Agreement; or

(v)     upon the termination of an Other Purchase Agreement pursuant to the terms thereof.

(c)     by the Seller:

(i)     upon a breach of any representation, warranty, covenant or agreement on the part of Buyer set forth in this Agreement, or if any representation or warranty of Buyer shall have become untrue, in either case such that the condition set forth in Section 10.02(a) would not be satisfied, unless such breach or untruth can be cured prior to Closing and after receipt of written notice thereof, Buyer proceeds in good faith to cure such breach or untruth as promptly as practicable; provided, that the Seller shall not have the right to terminate this Agreement pursuant to this Section 11.01(c) if the Seller is then in breach of any of its representations, warranties, covenants or agreements contained in this Agreement to an extent which would give Buyer the right not to close pursuant to Article X;

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(ii)     if all of the conditions set forth in Section 10.01 and Section 10.03 have been satisfied (other than those conditions that by their nature cannot be satisfied other than at the Closing, including the condition set forth in Section 10.03(d)) and Buyer fails to consummate the transactions contemplated by this Agreement within the earlier of (i)  two (2) Business Days after the date the Closing should have occurred pursuant to Section 2.08 and (ii) the later of the date the Closing should have occurred pursuant to Section 2.08 and one (1) Business Day before the Outside Date, and the Seller stood ready, willing and able to consummate the transactions contemplated by this Agreement during such period; and

(d)     by Buyer:

(i)     upon a breach of any representation, warranty, covenant or agreement on the part of the Seller set forth in this Agreement, or if any representation or warranty of Seller shall have become untrue, in either case such that the condition set forth in Section 10.03(a) would not be satisfied, unless such breach or untruth can be cured prior to Closing and after receipt of written notice thereof, the Seller proceeds in good faith to cure such breach or untruth as promptly as practicable; provided, that Buyer shall not have the right to terminate this Agreement pursuant to this Section 11.01(d) if Buyer is then in breach of any of its representations, warranties, covenants or agreements contained in this Agreement to an extent which would give the Seller the right not to close pursuant to Article X; or

(ii)     if all of the conditions set forth in Section 10.01 and Section 10.02 have been satisfied (other than those conditions that by their nature cannot be satisfied other than at the Closing) and Seller fails to consummate the transactions contemplated by this Agreement within the earlier of (i) two (2) Business Days after the date the Closing should have occurred pursuant to Section 2.08 and (ii) the later of the date the Closing should have occurred pursuant to Section 2.08 and one (1) Business Day before the Outside Date, and Buyer stood ready, willing and able to consummate the transactions contemplated by this Agreement during such period; or

(e)     The party desiring to terminate this Agreement pursuant to this Section 11.01 (other than pursuant to Section 11.01(a)) shall give written notice of such termination to the other party.

Section 11.02     Notice of Breach.   Notwithstanding anything to the contrary in this Article, (a) neither the Seller nor Buyer shall be entitled to provide notice of termination pursuant to Section 11.01(c) or 11.01(d) unless the Seller or Buyer, as the case may be, has provided the other party notice of the particular breach that would warrant termination of this Agreement and thirty (30) days to cure such breach; and (b) notwithstanding anything in subsection (a) to the contrary, in no event shall Buyer have any cure period for any failure to pay the Purchase Price in accordance with Section 2.06.

Section 11.03     Effect of Termination.

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(a)     In the event of a termination of this Agreement pursuant to Section 11.01 or Section 11.03, this Agreement (other than Section 7.02, Article XI, Article XII, and Article XIII, which shall remain in full force and effect) shall forthwith become null and void, and neither party hereto (nor any of their respective Affiliates, members, directors, officers or employees) shall have any liability or further obligation, except as provided in Sections 11.03(b), below. A termination of this Agreement shall not terminate the confidentiality rights and obligations of the parties set forth in Section 7.02 hereof.

(b)     For the avoidance of doubt, the parties hereto expressly acknowledge and agree that this Section 11.03 in no way limits or restricts a party’s ability to exercise its rights to damages relating to the termination of the Agreement terminated by Seller pursuant to Section 11.01(c)(i) or Section 11.01(c)(ii) or by Buyer pursuant to Section 11.01(d)(i) or Section 11.01(d)(ii) or exercise its right to specific performance pursuant to Section 13.11 at any time prior to the termination of this Agreement in accordance with its terms.

ARTICLE XII
SURVIVAL; INDEMNIFICATION

Section 12.01     Survival. The representations and warranties of the parties hereto contained in or made pursuant to this Agreement or in any certificate or other writing furnished pursuant hereto or in connection herewith shall survive in full force and effect until the first anniversary of the Closing Date; provided, that (a) the representations and warranties in the first and third sentences of Section 3.01, the first sentence of Section 4.01, and the representations and warranties in Section 3.02, and Section 4.02 shall survive in perpetuity, and (b) the representations and warranties in Section 3.09 shall survive for the applicable statute of limitations plus 60 days. Except as otherwise set forth in this Section 12.01, none of the covenants and agreements shall survive the Closing except to the extent any covenants and agreements contemplate performance after the Closing, such covenants and agreements shall survive until performed. No claim may be brought under this Agreement unless written notice describing in reasonable detail the nature and basis of such claim is given on or prior to the last day of the applicable survival period. In the event such notice is given, the right to indemnification with respect thereto shall survive the applicable survival period until such claim is finally resolved and any obligations thereto are fully satisfied.

Section 12.02     Indemnification by Buyer.

(a)     Subject to Section 12.01, Buyer shall indemnify against and hold harmless the Seller, its Affiliates and their respective employees, officers, members, and representatives (collectively, the “Seller Indemnified Parties”) from, and will promptly defend any Seller Indemnified Party from and reimburse any Seller Indemnified Party for, any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind (including any Action brought by any Governmental Authority or Person and including reasonable attorneys’ fees and expenses reasonably incurred) (collectively, “Losses”), which any Seller Indemnified Party may at any time suffer or incur, or become subject to, as a result of or in connection with:

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(i)     Buyer’s breach of any of its representations or warranties contained in this Agreement (each such breach, a “Buyer Warranty Breach”);

(ii)     any breach or nonfulfillment of any agreement, obligation, or covenant of Buyer under the terms of this Agreement; and

(iii)     the Assumed Liabilities (which include assumption of the Assumed Contracts).

(b)     Notwithstanding any other provision to the contrary, Buyer shall not be required to indemnify and hold harmless any Seller Indemnified Party pursuant to Section 12.02(a): (i) unless such Seller Indemnified Party has asserted a claim with respect to such matters within the applicable survival period set forth in Section 12.01 and (ii) only if and only to the extent the aggregate amount of Seller Indemnified Parties’ Losses resulting from Buyer Warranty Breaches is in excess of $109,375 (the “Deductible”); provided, that the cumulative indemnification obligation of Buyer under this Section 12.02(b) shall in no event exceed ten percent (10%) of the Purchase Price (the “Cap”); provided further, that neither the Deductible nor the Cap shall apply in the case of any indemnification under clause (ii) and (iii) of Section 12.02(a); provided further, that in the case of any indemnification under clauses (ii) and (iii) of Section 12.03(a) that the cumulative indemnification obligation of Buyer under this Section 12.03(b) shall in no event exceed the amount of the Purchase Price.

(c)     Notwithstanding Section 12.02(b) above, on and as of the date that is six (6) months following the Closing, the Cap shall be reduced to an amount equal to (x) five percent (5%) of the Purchase Price plus (y) the amount of any claims by the Seller Indemnified Parties for indemnification under this Agreement outstanding and unpaid as of such date, if any, pursuant to the terms and subject to the conditions set forth in this Agreement. On the date that is twelve (12) months following the Closing, the Cap shall be reduced to the amount of any claims by the Seller Indemnified Parties for indemnification under this Agreement outstanding and unpaid as of such date, if any, pursuant to the terms and subject to the conditions set forth in this Agreement.

Section 12.03     Indemnification by Seller.

(a)     Subject to Section 12.01, the Seller shall indemnify against and hold harmless Buyer, its Affiliates, and each of their successors and permitted assigns, and their respective employees, officers, directors and representatives (collectively, the “Buyer Indemnified Parties”) from, and will promptly defend any Buyer Indemnified Party from and reimburse any Buyer Indemnified Party for, any and all Losses which such Buyer Indemnified Party may at any time suffer or incur, or become subject to, as a result of or in connection with:

(i)     The Seller’s breach of, any of the representations or warranties contained in this Agreement (each such breach, a “Seller Warranty Breach”);

(ii)     any breach or nonfulfillment of any agreement or covenant of the Seller under the terms of this Agreement; and

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(iii)     the Excluded Liabilities and the Excluded Assets, including any liability under any tolling agreement entered into pursuant to Section 7.01(b).

(b)     Notwithstanding any other provision to the contrary, the Seller shall not be required to indemnify and hold harmless any Buyer Indemnified Party pursuant to Section 12.03(a): (i) unless such Buyer Indemnified Party has asserted a claim with respect to such matters within the applicable survival period set forth in Section 12.01 and (ii) only for the aggregate amount of Buyer Indemnified Parties’ Losses resulting from Seller Warranty Breaches in excess of the Deductible; provided, that the cumulative indemnification obligation of Seller for Seller Warranty Breaches shall in no event exceed the Cap; provided further, that neither the Deductible nor the Cap shall apply in the case of any indemnification under clauses (ii) and (iii) of Section 12.03(a); provided further, that in the case of any indemnification under clauses (ii) and (iii) of Section 12.03(a) that the cumulative indemnification obligation of the Seller under this Section 12.03(b) shall in no event exceed the Purchase Price received by the Seller.

(c)     Notwithstanding Section 12.03(b) above, on and as of the date that is six (6) months following the Closing Date, the Cap shall be reduced to an amount equal to (x) five percent (5%) of the Purchase Price plus (y) the amount of any claims by the Buyer Indemnified Parties for indemnification under this Agreement outstanding and unpaid as of such date, if any, pursuant to the terms and subject to the conditions set forth in this Agreement. On the date that is twelve (12) months following the Closing, the Cap shall be reduced to the amount of any claims by the Buyer Indemnified Parties for indemnification under this Agreement outstanding and unpaid as of such date, if any, pursuant to the terms and subject to the conditions set forth in this Agreement.

Section 12.04     Notification of Claims.

(a)     A party entitled to be indemnified pursuant to Section 12.02 or Section 12.03 (the “Indemnified Party) shall promptly notify the party liable for such indemnification (the “Indemnifying Party) in writing of any claim or demand that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement; provided, that a failure to give prompt notice or to include any specified information in any notice will not affect the rights or obligations of either party hereunder except and only to the extent that, as a result of such failure, any party that was entitled to receive such notice was damaged as a result of such failure. Subject to the Indemnifying Party’s right to defend in good faith third party claims as hereinafter provided, the Indemnifying Party shall satisfy its obligations under this Article XII within thirty (30) days after the receipt of written notice thereof from the Indemnified Party.

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(b)     If the Indemnified Party shall notify the Indemnifying Party of any claim pursuant to Section 12.04(a), the Indemnifying Party shall have the right to employ counsel of its choosing to defend any such claim asserted by any third party against the Indemnified Party for so long as the indemnifying party shall continue in good faith to diligently defend against such claim. The Indemnified Party shall have the right to participate in the defense of any such claim at its own expense. The Indemnifying Party shall notify the Indemnified Party in writing, as promptly as possible (but in any case five (5) Business Days before the due date for the answer or response to a claim) after the date of the notice of claim given by the Indemnified Party to the Indemnifying Party under Section 12.04(a) of its election to defend in good faith any such third party claim. So long as the Indemnifying Party is defending in good faith any such claim asserted by a third party against the Indemnified Party, the Indemnified Party shall not settle or compromise such claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, and the Indemnified Party shall make available to the Indemnifying Party or its agents all records and other material in the Indemnified Party’s possession reasonably required by it for its use in contesting any third party claim. Regardless of whether the Indemnifying Party elects to defend any such claim, the Indemnified Party shall have no obligation to do so. In the event (i) the Indemnifying Party elects not to defend such claim; or (ii) the Indemnifying Party elects to defend such claim but fails to diligently defend such claim in good faith, the Indemnified Party shall have the right to conduct the defense thereof and to settle or compromise such claim or action without the consent of the Indemnifying Party, except that with respect to the settlement or compromise of such a claim, the Indemnified Party shall not settle or compromise any such claim without the consent of the Indemnifying Party (such consent not to be unreasonably withheld), unless the Indemnifying Party is given a full and complete release of any and all liability by all relevant parties relating thereto and has no obligation to pay any damages.

Section 12.05     Net Losses; Subrogation; Mitigation.

(a)     Notwithstanding anything contained herein to the contrary, the amount of any Losses incurred or suffered by an Indemnified Party shall be calculated after giving effect to (i) any insurance proceeds received by the Indemnified Party (or any of its Affiliates) with respect to such Losses and (ii) any recoveries obtained by the Indemnified Party (or any of its Affiliates) from any other third party, in each case, net of the costs and expenses incurred in obtaining such proceeds and recoveries. Each Indemnified Party shall exercise commercially reasonable efforts to obtain such proceeds, benefits and recoveries (collectively, “Proceeds”). If any such Proceeds are received by an Indemnified Party (or any of its Affiliates) with respect to any Losses after an Indemnifying Party has made a payment to the Indemnified Party with respect thereto, the Indemnified Party (or such Affiliate) shall pay to the Indemnifying Party the amount of such Proceeds (up to the amount of the Indemnifying Party’s payment). With respect to any Losses incurred or suffered by an Indemnified Party, the Indemnifying Party shall have no liability for any Losses to the extent that the same Losses have already been recovered by the Indemnified Party from the Indemnifying Party (because the Indemnified Party may only recover once in respect of the same Loss).

(b)     Upon making any payment to an Indemnified Party in respect of any Losses, the Indemnifying Party shall, to the extent of such payment, be subrogated to all rights of the Indemnified Party (and its Affiliates) against any third party in respect of the Losses to which such payment relates. Such Indemnified Party (and its Affiliates) and Indemnifying Party shall execute upon request all instruments reasonably necessary to evidence or further perfect such subrogation rights.

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(c)     Buyer and the Seller shall use commercially reasonable efforts to mitigate any Losses, whether by asserting claims against a third party or by otherwise qualifying for a benefit that would reduce or eliminate an indemnified matter; provided, that neither party shall be required to use such efforts if they would be detrimental in any material respect to such party.

Section 12.06     Computation of Indemnifiable Losses. Any calculation of Losses for purposes of this Article XII shall be (a) reduced to take account of any net Tax benefit actually realized by the Indemnified Party arising from the deductibility of any such Loss in the year such Loss is incurred; and (b) increased to take account of any net Tax liability actually realized by the Indemnified Party arising from the receipt or accrual of any indemnity obligation hereunder; provided, that the mitigation provisions hereof shall not require either party to take any action with respect to any Tax filing or claim, even if such filing or claim would likely result in a net Tax benefit. To the extent permitted by applicable Law, all indemnity payments made pursuant to this Agreement shall be treated by the parties hereto as an adjustment to the Purchase Price.

Section 12.07     Exclusive Remedies. In the event the transactions contemplated by this Agreement are consummated, the indemnification provisions of this Article XII shall be the sole and exclusive remedies of Buyer and the Seller for any breach of the representations or warranties or nonperformance of any covenants and agreements of Buyer or the Seller contained in this Agreement or any Ancillary Agreement, and neither party shall have any liability to the other party under any circumstances for special, indirect, consequential, punitive or exemplary damages or lost profits, diminution in value or any damages based on any type of multiple of earnings of any Indemnified Party; provided, that nothing contained in this Agreement shall relieve or limit the liability of either party from any liability or Losses arising out of or resulting from fraud or intentional breach in connection with the transactions contemplated in this Agreement or the Ancillary Agreements; provided, that, notwithstanding any statement in this section to the contrary, in no event shall either party’s liability to other for any cause exceed the amount of the Purchase Price.

ARTICLE XIII
GENERAL PROVISIONS

Section 13.01     Expenses. Except as may be otherwise specified herein, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred.

Section 13.02     Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed to have been duly delivered and received (a) on the date of personal delivery, (b) on the date of transmission (with written confirmation of receipt), if sent by facsimile, or (c) one (1) Business Day after having been dispatched via a nationally-recognized overnight courier service, to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 13.02):

60

If to Seller:

Media General, Inc.

333 E. Franklin Street

Richmond, VA 23219

Attention: President

With a copy: attention: General Counsel

Fax: (804) 887-7021

If to Buyer:

Sinclair Broadcast Group, Inc.

10706 Beaver Dam Road

Cockeysville, Maryland 21030

Attention: President

With a copy: attention: General Counsel

Fax: (410) 568-1537

Section 13.03     Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 13.04     Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced because of the application of any Law or the regulations and policies of any Governmental Authority or the decision by any Governmental Authority of competent jurisdiction (including any court), all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to either party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Section 13.05     Entire Agreement. This Agreement and the Ancillary Agreements constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, between the Seller and Buyer with respect to the subject matter hereof and thereof, except as otherwise expressly provided herein.

Section 13.06     Successors and Assigns.

(a)     This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Neither party may assign its rights under this Agreement without the other party’s prior written consent; provided, that Buyer may assign all or any portion of its rights and obligations hereunder to an Affiliate of Buyer upon written notice to Seller if, but only if, (i) such assignment is made before the filing of the FCC Application and any filling required under the HSR Act, (ii) the assignee can make the representations and warranties of Buyer in Section 4.06 hereof without any qualification or exception and without any need for waiver of the multiple ownership rules in the FCC Rules, (iii) Buyer reasonably determines that such third party is eligible pursuant to the Communications Act, FCC Rules, HSR Act, and any other Antitrust Law to be the assignee of the designated Station Assets, (iv) Buyer shall remain liable for all of its obligations hereunder, and (v) Buyer provides Seller with a copy of any document executed by such assignee within ten (10) Business Days of execution.

61

(b)     Each of the Seller and Buyer shall have the right to assign its respective rights under this Agreement (but without release of its respective obligations herein and without release of the other party’s obligations herein) to a third party who may act as a “qualified intermediary” or an “exchange accommodation titleholder” with respect to this Agreement in accordance with the provisions of Section 1031 of the Code, the Treasury Regulations promulgated thereunder, and any corresponding state or local income Tax Laws (such assignment and related transactions, a “Like-Kind Exchange”). If either party elects to engage in a Like-Kind Exchange, the party so electing (the “Electing Party”) shall notify the other party of its election in writing no later than five (5) days prior to the Closing, identifying those Station Assets that it intends to qualify as part of the Like-Kind Exchange. The Electing Party shall bear its own expenses in connection with any such election to engage in a Like-Kind Exchange. Each of Seller and Buyer, as the case may be, shall cooperate fully with the Electing Party, and take any action reasonably requested in writing by the Electing Party, in connection with enabling the transactions to qualify in whole or in part as a Like-Kind Exchange; provided, however, that such actions do not impose any liabilities, including any unreimbursed monetary obligations or costs, on Seller or Buyer and does not release Buyer or Seller from its obligations under this Agreement, as the case may be, and that the Electing Party shall promptly reimburse the other party for any third-party costs reasonably incurred in connection with such election, including as the result of any subsequent review of such election by any Governmental Authority or any attendant Tax consequences.

Section 13.07     No Recourse. Notwithstanding any of the terms or provisions of this Agreement, neither the Seller nor Buyer, nor any Person acting on either party’s behalf, may assert any Action against any employee, officer, director, member, Representative or trustee of the other party or stockholder, member or trustee of such other party in connection with or arising out of this Agreement or the transactions contemplated hereby.

Section 13.08     No Third-Party Beneficiaries. Except as expressly provided in this Agreement, this Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 13.09     Amendments and Waivers.

(a)     This Agreement may not be amended or modified except by an instrument in writing signed by the Seller and Buyer.

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(b)     At any time prior to the Closing, either party may (i) extend the time for the performance of any obligation or act required by the other party hereto, (ii) waive any inaccuracies in the representations and warranties of the other party hereto contained herein or in any document delivered pursuant hereto, or (iii) waive compliance by the other party hereto with any of the agreements or conditions contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby.

(c)     No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law.

Section 13.10     Governing Law; Jurisdiction. The construction and performance of this Agreement shall be governed by, and construed in accordance with, the Law of the State of Delaware without regard to its principles of conflict of Law. The exclusive forum for the resolution of any disputes arising hereunder shall be the Delaware Chancery Court, and each party hereto irrevocably submits to the exclusive jurisdiction of such courts in any such Action and irrevocably waives the reference of an inconvenient forum to the maintenance of any such Action. Notwithstanding the foregoing, neither party will bring any Action, whether in law or in equity, whether in contract or in tort or otherwise, against the lenders of the Seller or Buyer relating to this Agreement or any of the transactions contemplated by this Agreement, including but not limited to any dispute arising out of any commitment letter or the performance thereof, in any forum other than the Delaware Chancery Court or, if under applicable Law exclusive jurisdiction is vested in the Federal courts, the United States District Court located in Delaware (and appellate courts thereof). 

Section 13.11     Specific Performance. The parties agree that, notwithstanding anything in this Agreement to contrary, each party would suffer irreparable damage for which monetary damages, even if available, would not be an adequate remedy in the event that the other party fails to fulfill its obligation under this Agreement to consummate the transactions contemplated by this Agreement in accordance with its terms. In such event, the non-breaching party shall be entitled (in addition to any other remedy available at law or equity) to specific performance and other equitable relief to enforce the other party’s obligation to consummate the transactions contemplated by this Agreement without posting bond or other security. In the event that the non-breaching party seeks a decree of specific performance or other equitable relief to enforce the other party’s obligation to consummate the transactions contemplated by this Agreement, the other party shall waive the defense that the non-breaching party has an adequate remedy at law. In addition to the foregoing, the non-breaching party shall be entitled to prompt payment on demand from the other party of the reasonable attorneys’ fees and costs incurred by the non-breaching party in enforcing its rights under this Section.

Section 13.12     WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING BUT NOT LIMITED TO ANY ACTION ARISING OUT OF OR RELATED TO ANY FINANCING FOR THE TRANSACTIONS CONTEMPLATED HEREBY.

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Section 13.13     Counterparts. This Agreement may be executed in counterparts, each of which when executed shall be deemed to be an original but both of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or e-mail shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 13.14     No Presumption. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 13.15     Disclosure Schedules.

(a)     The matters reflected in the disclosure schedules (the “Schedules”) shall not be deemed to constitute an acknowledgment by Seller that the matter is required to be disclosed by the terms of this Agreement and may include certain items and information solely for informational purposes.

(b)     If and to the extent any information required to be furnished in any section of the Schedules is contained in the Agreement or in any section of the Schedules, such information shall be deemed to be included in all sections of the Schedules to the extent that the relevance of any such information to any other section of the Schedules is readily apparent from the text of such disclosure. The Seller has disclosed the information contained in the Schedules solely for purposes of the Agreement, and no information contained therein shall be deemed to be an admission by any party thereto to any third party of any matter whatsoever, including any violation of Law or breach of any agreement referenced therein. The headings of the Schedules are for convenience of reference only and shall not be deemed to alter or effect the description of the sections of these Schedules as set forth in the Agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

Sinclair Communications, LLC
By:	Sinclair Television Group, Inc., its sole member
By:	/s/ Chris Ripley
	Name: Chris Ripley
	Title: CFO

[Signature Page to WTGS Savannah APA]

Mercury New Holdco, Inc.
By:	/s/ James F. Woodward
	Name: James F. Woodward
	Title: Treasurer

[Signature Page to WTGS Savannah APA]

LIN Television Corporation
By:	/s/ Richard J. Schmaeling
	Name: Richard J. Schmaeling
	Title: CFO

[Signature Page to WTGS Savannah APA]

EX-10

Exhibit 10.4

Execution Version

ASSET PURCHASE AGREEMENT

for

the SALE of TELEVISION STATION

WVTM-TV, BIRMINGHAM, ALABAMA

by and among

MEDIA GENERAL, INC.

BIRMINGHAM BROADCASTING CO, INC.

MEDIA GENERAL COMMUNICATIONS HOLDINGS, LLC

WVTM HEARST TELEVISION INC. 

and

HEARST TELEVISION INC.

Dated as of August 20, 2014

Table of Contents 

Page

ARTICLE I DEFINITIONS		1
Section 1.1.	Definitions	1
ARTICLE II PURCHASE AND SALE OF PURCHASED ASSETS		13
Section 2.1.	Purchase and Sale of Purchased Assets	13
Section 2.2.	Excluded Assets	15
Section 2.3.	Assumption of Liabilities	16
Section 2.4.	Closing Date	19
Section 2.5.	Purchase Price	19
Section 2.6.	Determination of Estimated Purchase Price; Payment on Closing Date	19
Section 2.7.	Determination of Closing Date Working Capital and Purchase Price	19
Section 2.8.	Closing Date Deliveries	21
Section 2.9.	Further Assurances	22
Section 2.10.	Purchase Price Adjustment	23
Section 2.11.	Allocation of Purchase Price	23
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES		23
Section 3.1.	Organization and Qualification	24
Section 3.2.	Authority of the Seller Parties; No Conflict; Required Filings and Consents	24
Section 3.3.	Financial Statements	25
Section 3.4.	Operations Since Balance Sheet Date	25
Section 3.5.	No Undisclosed Liabilities	26
Section 3.6.	Taxes	26
Section 3.7.	Sufficiency of Assets; Title to Purchased Assets	27
Section 3.8.	Governmental Permits; FCC Matters	27
Section 3.9.	Real Property; Real Property Leases	29
Section 3.10.	Intellectual Propert	30
Section 3.11.	Tangible Personal Property	31
Section 3.12.	Employees	32
Section 3.13.	Employee Relations	32
Section 3.14.	Contracts	32
Section 3.15.	Status of Contracts	33
Section 3.16.	No Violation, Litigation or Regulatory Action	34
Section 3.17.	Insurance	34
Section 3.18.	Employee Plans; ERISA	34
Section 3.19.	Environmental Protection	36
Section 3.20.	MVPD Matters	37
Section 3.21.	Certain Business Practices	37
Section 3.22.	Transactions with Related Parties	37
Section 3.23.	No Finder	37

i 

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE BUYER		38
Section 4.1.	Organization	38
Section 4.2.	Authority of the Buyer	38
Section 4.3.	Litigation	39
Section 4.4.	No Finder	39
Section 4.5.	Qualifications as FCC Licensee	39
Section 4.6.	Financial Capacity	40
ARTICLE V ACTION PRIOR TO THE CLOSING DATE		40
Section 5.1.	Access to the Business	40
Section 5.2.	Notification of Certain Matters	40
Section 5.3.	FCC Consent; Other Consents and Approvals	41
Section 5.4.	Operations of the Station Prior to the Closing Date	42
Section 5.5.	Public Announcement	45
Section 5.6.	Multi-Station Contracts	45
ARTICLE VI ADDITIONAL AGREEMENTS		46
Section 6.1.	Taxes	46
Section 6.2.	Employees; Employee Benefit Plans	48
Section 6.3.	Control of Operations Prior to Closing Date	52
Section 6.4.	Bulk Transfer Laws	52
Section 6.5.	Use of Names	52
Section 6.6.	Accounts	53
Section 6.7.	Correspondence	53
Section 6.8.	Exclusivity	53
Section 6.9.	Non-Solicitation	54
ARTICLE VII CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLER PARTIES		55
Section 7.1.	No Breach of Covenants and Warranties	55
Section 7.2.	No Restraint	55
Section 7.3.	Certain Governmental Approvals	55
Section 7.4.	Mergers	55
Section 7.5.	Deliveries	55
ARTICLE VIII CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER		56
Section 8.1.	No Breach of Covenants and Warranties	56
Section 8.2.	No Restraint	56
Section 8.3.	Certain Governmental Approvals	56
Section 8.4.	Closing Deliveries	57
Section 8.5.	Consents	57
Section 8.6.	Title Insurance	57
Section 8.7.	No Material Adverse Effect	57
ARTICLE IX INDEMNIFICATION		57
Section 9.1.	Indemnification by the Seller Parties	57
Section 9.2.	Indemnification by the Buyer	58

ii 

Section 9.3.	Notice of Claims; Determination of Amount	58
Section 9.4.	Third Person Claims	59
Section 9.5.	Limitations; No Subrogation; Exclusive Remedies	61
Section 9.6.	No Special Damages; Mitigation	61
Section 9.7.	Effect of Knowledge	61
ARTICLE X TERMINATION		62
Section 10.1.	Termination.	62
Section 10.2.	Withdrawal of Certain Filings	63
ARTICLE XI GENERAL PROVISIONS		63
Section 11.1.	Survival of Representations, Warranties and Obligations	63
Section 11.2.	Confidential Nature of Information	64
Section 11.3.	Governing Law	64
Section 11.4.	Exclusive Jurisdiction; Court Proceedings	65
Section 11.5.	Notices	65
Section 11.6.	Successors and Assigns; Third Party Beneficiaries	66
Section 11.7.	Access to Records after Closing.	66
Section 11.8.	Entire Agreement; Amendments	67
Section 11.9.	Interpretation	67
Section 11.10.	Waivers	68
Section 11.11.	Expenses	68
Section 11.12.	Partial Invalidity	68
Section 11.13.	Execution in Counterparts	68
Section 11.14.	WAIVER OF JURY TRIAL	68
Section 11.15.	Specific Performance	69
Section 11.16.	Sealed Instrument	69
Section 11.17.	Guarantee.	69

iii 

EXHIBITS

Exhibit A   -     Form of Bill of Sale and Assignment and Assumption Agreement

Exhibit B    -     Form of Assignment of Seller FCC Authorizations

Exhibit C    -     Form of Transition Services Agreement

SCHEDULES

iv 

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT, dated as of August 20, 2014 (this “Agreement”), by and among (i) Media General, Inc., a Virginia corporation (“Seller Holdco”), (ii) Birmingham Broadcasting Co, Inc., a Delaware corporation (“Seller Opco”), (iii) Media General Communications Holdings, LLC, a Delaware limited liability company (“Licensee” and together with Seller Holdco and Seller Opco, each a “Seller Party” and collectively, the “Seller Parties”), on the one hand, and (iv) WVTM Hearst Television Inc., a Delaware corporation (the “Buyer”), and Hearst Television Inc., a Delaware corporation (the “Buyer Guarantor”), on the other hand.

W I T N E S S E T H :

WHEREAS, on the date of this Agreement, the Seller Parties own and operate the television broadcast station WVTM-TV, Birmingham, Alabama (the “Station”), pursuant to certain authorizations issued by the Federal Communications Commission (the “FCC”);

WHEREAS, following the closing of the Mergers (as hereinafter defined), the Buyer desires to purchase substantially all of the assets and assume certain of the liabilities, and the Seller Parties desire to sell to the Buyer substantially all of the assets and transfer certain of the liabilities, related to, or used in the conduct and operation of the Station, on the terms and subject to the conditions hereinafter set forth; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, it is hereby agreed among the parties as follows:

ARTICLE I

DEFINITIONS

Section 1.1.     Definitions. As used in this Agreement, the following terms have the meanings specified or referred to in this Section 1.1:

“Active Employees” has the meaning specified in Section 6.2(a).

“Affiliate” means, with respect to any Person, any other Person which directly or indirectly controls, is controlled by or is under common control with such Person.

“Agreed Accounting Principles” means GAAP, as used in the preparation of the Balance Sheet, applied on a consistent basis.

“Agreed Adjustments” has the meaning specified in Section 2.7(b).

“Agreement” has the meaning specified in the introductory paragraph hereof.

“Allocation” has the meaning specified in Section 2.11.

“Ancillary Agreements” means any certificate, agreement, document or other instrument to be executed and delivered in connection with the transactions contemplated by this Agreement.

“Arbitrator” has the meaning specified in Section 2.7(c).

“Assignment of the Seller FCC Authorizations” has the meaning specified in Section 2.8(a)(ii).

“Assumed Contracts” has the meaning specified in Section 2.1(i).

“Assumed Liabilities” has the meaning specified in Section 2.3(a).

“Balance Sheet” has the meaning specified in Section 3.3.

“Balance Sheet Date” has the meaning specified in Section 3.3.

“Bill of Sale and Assignment and Assumption Agreement” has the meaning specified in Section 2.8(a)(i).

“Business” means the business of owning and operating the Station.

“Business Day” means any day on which the principal offices of the Securities and Exchange Commission are open to accept filings and on which banks in the City of New York are not required or authorized to close.

“Buyer” has the meaning specified in the introductory paragraph hereof.

“Buyer Guarantor” has the meaning specified in the introductory paragraph hereof.

“Buyer’s 401(k) Plan” has the meaning specified in Section 6.2(b).

“Buyer Ancillary Agreements” has the meaning specified in Section 4.2(a).

“Buyer Group Member” means the Buyer, its Affiliates, and each of their successors and assigns, and their respective directors, officers, employees, partners, stockholders, representatives and agents, and each of their heirs, executors, successors and assigns.

“Cap” has the meaning specified in Section 9.1.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§ 9601 et seq., and any regulations promulgated thereunder.

“Claim Notice” has the meaning specified in Section 9.3(a).

“Closing” has the meaning specified in Section 2.4.

“Closing Date” has the meaning specified in Section 2.4.

2

“Closing Date Balance Sheet” has the meaning specified in Section 2.7.

“Closing Date Payment” has the meaning specified in Section 2.6(b).

“Closing Date Working Capital Amount” means the amount, if any, by which (i) the Current Assets as of the Cutoff Time exceed (ii) the Current Liabilities as of the Cutoff Time; provided that if such Current Assets are equal to or less than such Current Liabilities, then the Closing Date Working Capital Amount shall be zero.

“Closing Date Working Capital Deficit” means the amount, if any, by which (i) the Current Liabilities as of the Cutoff Time exceed (ii) the Current Assets as of the Cutoff Time; provided that if such Current Liabilities are equal to or less than such Current Assets, then the Closing Date Working Capital Deficit shall be zero.

“Code” means the Internal Revenue Code of 1986, as amended, and the applicable Treasury Regulations issued thereunder.

“Communications Act” means the Communications Act of 1934, as amended, the Telecommunications Act of 1996, the Children’s Television Act of 1992, and the rules, regulations, Orders, and policies or other Laws of the FCC promulgated under the foregoing, in each case, as in effect from time to time.

“Compensation Arrangement” has the meaning specified in Section 3.18.

“Confidential Information” has the meaning specified in Section 11.2.

“Confidentiality Agreement” has the meaning specified in Section 5.1.

“Contract” shall mean any written or oral contract, agreement, lease, license, understanding or other arrangement or commitment (including any amendment or modification thereto) to which a Person is a party, by which a Person is bound or by which any of the assets or properties of a Person is bound.

“Current Assets” means the current assets of the Business determined in accordance with the Agreed Accounting Principles, but excluding any Excluded Assets.

“Current Liabilities” means current liabilities of the Business determined in accordance with the Agreed Accounting Principles, but excluding any Excluded Liabilities.

“Cutoff Time” means 11:59 P.M. (central time) on the date immediately prior to the Closing Date.

“Deductible” has the meaning specified in Section 9.1.

“Disputed Items” has the meaning specified in Section 2.7(c).

“DOJ” means the U.S. Department of Justice.

3

“DOJ Consent” means the consent, waiver, authorization or approval of, or a filing, declaration or registration with the DOJ with respect to this Agreement and the transactions contemplated hereby.

“DOJ Final Judgment” has the meaning specified in Section 3.2(c)(ii).

“Electing Party” has the meaning specified in Section 6.1(e).

“Employment Agreement” means any Contract of any of the Seller Parties or any of their Affiliates with any individual Employee pursuant to which such Seller Party or any of their Affiliates has an actual or contingent liability to provide compensation and/or benefits in consideration for past, present or future services.

“Employment Commencement Date” has the meaning specified in Section 6.2(a).

“Employees” means the individuals employed by any of the Seller Parties or any of their Affiliates who are listed on Schedule 3.12 and any full-time, part-time and per diem employees who become employed by any of the Seller Parties or any of their Affiliates after the date hereof in accordance with Section 5.4 primarily in connection with the Business; provided, however, that no such Person shall be considered an “Employee” if he or she is not employed by the Seller Parties or any of their Affiliates immediately prior to the Closing. For purposes of the foregoing, an individual shall not be considered “not employed” by virtue of the fact that he or she is on authorized leave of absence, sick leave, short term disability leave or military leave.

“Employee Plan” means each (i) pension, retirement, profit sharing, deferred compensation, stock bonus or other similar plan, (ii) medical, vision, dental or other health plan, (iii) life insurance plan and (iv) other employee benefit plan, whether written or oral, in each case, to which a Seller Party or any of their Affiliates or any ERISA Affiliate of the Seller Parties or their Affiliates is required to contribute, or has any liability, whether actual or contingent, or which a Seller Party or any of their Affiliates or any ERISA Affiliate of the Seller Parties or their Affiliates sponsors for the benefit of any of the Employees or any current or former employee, director, or independent contractor of the Station or the Business, or under which Employees (or their beneficiaries) or any current or former employee, director, or independent contractor of the Station or the Business are eligible to receive benefits, including any “Employee Benefit Plan” (as defined in Section 3(3) of ERISA), including any Compensation Arrangement.

“Encumbrance” means any lien, claim, charge, security interest, mortgage, encumbrance, pledge, option, right of first refusal, right of first offer, attachment, easement, conditional sale or other title retention agreement, defect in title, covenant or other restrictions of any kind, other than any license of, option to license, or covenant not to assert claims of infringement or misappropriation with respect to, Intellectual Property.

“Environmental Law” means all Laws relating to or addressing (i) the prevention of pollution, the environment, natural resources, or occupational health or safety, or (ii) the production, generation, release, discharge, emission, disposal, transportation, containment or storage, clean up or remediation of any condition involving any Hazardous Material, and the licensing, permitting or regulation of any of the foregoing, including but not limited to CERCLA, OSHA and RCRA and any state equivalent thereof.

4

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” has the meaning specified in Section 3.18.

“Estimated Purchase Price” means the Purchase Price, as defined herein, but determined on an estimated basis by the Seller Parties in good faith and as reflected in the certificate referred to in Section 2.6(a).

“Event of Loss” means any loss, taking, condemnation or destruction of, or damage to, any of the Purchased Assets.

“Excluded Assets” has the meaning specified in Section 2.2.

“Excluded Liabilities” has the meaning specified in Section 2.3(b).

“Excluded Taxes” means (i) all Taxes relating to the Business and the Purchased Assets that are the responsibility of the Seller Parties or their Affiliates pursuant to Section 6.1 of this Agreement, (ii) all Taxes relating to the Excluded Assets or Excluded Liabilities for any period; and (iii) all Taxes owed by the Seller Parties or any of their Affiliates for any period.

“Expenses” means any and all expenses incurred in connection with investigating, defending or asserting any claim, action, suit or proceeding incident to any matter indemnified against hereunder (including court filing fees, court costs, arbitration fees or costs, witness fees, and reasonable fees and disbursements of legal counsel, investigators, expert witnesses, consultants, accountants and other professionals).

“FCC” means the Federal Communications Commission.

“FCC Applications” has the meaning specified in Section 5.3(a).

“FCC Consent” means action by the FCC (including action by staff acting on delegated authority) granting its consent to the FCC Applications.

“Fee Title Documents” has the meaning specified in Section 3.9(b).

“Final Allocation Schedule” has the meaning specified in Section 2.11(c).

“Final Order” means an action or order of the FCC granting the FCC’s Consent in writing (i) that has not been vacated, reversed, stayed, enjoined, set aside, annulled or suspended; (ii) with respect to which no protest, request for stay, reconsideration or review by the FCC on its own motion or by any third party, petition for FCC reconsideration or for rehearing, application for FCC review, or judicial appeal of such action or order is pending; and (iii) as to which the period provided by Law for initiating such protest, request for stay, reconsideration or review by the FCC on its own motion, petition for FCC reconsideration or for rehearing, application for FCC review, or judicial appeal of such action or order has expired.

5

“Financial Statements” has the meaning specified in Section 3.3.

“FTC” means the U.S. Federal Trade Commission.

“Fundamental Representations” has the meaning set forth in Section 11.1.

“GAAP” means United States generally accepted accounting principles and practices.

“Governmental Body” means any foreign, federal, state, local or other governmental authority, or judicial or regulatory body.

“Governmental Permits” means registrations, licenses, permits, approvals, consents, certificates, Orders, and authorizations of or from a Governmental Body and all applications therefor, together with any renewals, extensions, or modifications thereto.

“Hazardous Materials” means any waste, pollutant, hazardous substance, toxic substance, hazardous waste, special waste, regulated or defined as “hazardous,” “toxic” or words of similar import pursuant to any Environmental Law, including asbestos, asbestos containing material, petroleum or petroleum-derived substance or waste, or any constituent of any such substance or waste.

“Inactive Employees” has the meaning specified in Section 6.2(a).

“Included Proceeds” has the meaning specified in Section 2.1(j).

“Income Statement” has the meaning specified in Section 3.3.

“Indebtedness” means, for any Person without double counting, (a) all indebtedness or other obligations of such Person (i) for borrowed money and/or (ii) evidenced by notes, bonds or similar instruments, (b) obligations of such Person for the deferred purchase price of property or services, conditional sale obligations or title retention policies (excluding trade accounts payable), (c) all obligations under leases that are or should be, in accordance with GAAP, recorded as capital leases in respect of which such Person is liable as lessee, (d) all obligations owed pursuant to any letter of credit or interest rate, currency swap or hedging agreement or transaction, or other interest bearing obligation, (e) any of the foregoing obligations which is secured by an Encumbrance on the property or assets of such Person, (f) all accrued and unpaid interest on, and applicable prepayment premiums, breakages costs, penalties or similar contractual charges arising as a result of the discharge at Closing of, any such foregoing obligations, and (g) any of the foregoing for which such Person is liable as an obligor, guarantor, surety or otherwise; provided, that Indebtedness shall not include accounts payable to trade creditors, accrued expenses, deferred revenues arising in the ordinary course of business, and capitalized lease obligations or liabilities, in each case only to the extent included in the Closing Date Working Capital Amount or the Closing Date Working Capital Deficit.

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“Indemnified Party” has the meaning specified in Section 9.3(a).

“Indemnitor” has the meaning specified in Section 9.3(a).

“Intellectual Property” means all (a) patents, patent applications and inventions and discoveries that may become patentable, (b) Trademarks, (c) copyrights (registered and unregistered), (d) registrations and applications for registration of any of the foregoing in (a)-(c), (e) trade secrets, including advertising customer lists, mailing lists, processes, and know-how, (f) moral rights, publicity rights, data base rights and any other proprietary or intellectual property rights of any kind or nature that are not covered by (a)-(e) above, and (g) intellectual property rights arising from or associated with the foregoing in (a)-(f) above.

“Knowledge of the Seller Parties” means, as to a particular matter, the actual knowledge, after reasonable due inquiry, of the following persons: George L. Mahoney, James F. Woodward, James Conschafter and Andrew C. Carington, and the Station Manager, Business Manager and Station Chief Engineer for the Station.

“Laws” means any and all domestic (federal, state or local) or foreign or provincial laws, statutes, ordinances, rules, regulations, judgments, Orders, ordinances, injunctions, awards, or agency policies, procedures, requirements or decrees promulgated by any Governmental Body.

“Leased Real Property” means all land, buildings, structures, towers, improvements, fixtures, or other interests in real property that are leased or licensed by any of the Seller Parties or their Affiliates as tenant, subtenant, licensee or sublicensee, and used or held for use primarily in the Business, together with any rights, title and interest of the Seller Parties and their Affiliates as tenant or subtenant pursuant to a Real Property Lease therefor.

“liabilities” or “liability” means any and all direct or indirect Indebtedness, liabilities, obligations, costs, expenses, claims, losses, damages, deficiencies or responsibilities, whether known or unknown, accrued or fixed, absolute or contingent, liquidated or unliquidated, choate or inchoate, subordinated or unsubordinated, matured or unmatured, secured or unsecured or determined or determinable, whether or not of a kind required by GAAP to be set forth on a financial statement, including those arising under any applicable Law and those arising on account of governmental, regulatory or administrative charges or lawsuit brought, under any Contract or otherwise.

“Licensee” has the meaning specified in the introductory paragraph hereof.

“Like-Kind Exchange” has the meaning specified in Section 6.1(e).

“LIN” means LIN Media LLC, a Delaware limited liability company.

“Loss” means any and all losses, costs, obligations, liabilities, settlement payments, claims, awards, judgments, fines, penalties, damages, expenses, interest, deficiencies or other charges.

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“Market” means, with respect to the Station, the “Designated Market Area,” as determined by The Nielsen Company, of the Station.

“Material Adverse Effect” means any event, change, occurrence, or effect that would have a material adverse effect on (i) the ability of the Seller Parties to perform their obligations under this Agreement, or (ii) the business, properties, assets, liabilities, results of operations or condition (financial or otherwise) of the Business, taken as a whole; provided, however, that for purposes of determining whether there has been or is reasonably likely to be a “Material Adverse Effect” for purposes of clause (ii), the results and consequences of the following events, occurrences, facts, conditions, changes, developments or effects shall not be taken into account (except in the case of clauses (a), (c), (d), (e), (f) and/or (g), that such change or development shall be taken into account to the extent, and only to the extent, that they have adversely affected the Business, taken as a whole, in a manner that is disproportionate to the degree that they have affected other television broadcast companies): (a) any changes to general economic conditions, or to the television broadcasting industry, in each case including such changes in any such conditions occurring in the Market of the Station, (b) the execution and delivery of this Agreement, the announcement of this Agreement (including the identity of the Buyer and its Affiliates) and the transactions contemplated hereby, the consummation of the transactions contemplated hereby, the compliance with the terms of this Agreement or the taking of any action expressly required by, or the failure to take any action expressly prohibited by, this Agreement or consented to by Buyer in writing (including in each case the impact thereof on relationships, contractual or otherwise, with agents, customers, suppliers, vendors, licensees, licensors, lenders, partners, employees or regulators, including the FCC), (c) any failure of the Business to meet internal or external projections or forecasts or any estimates of earnings, revenues or other metrics for any period (provided, however, that any event, occurrence, fact, condition, change, development or effect giving rise to such failure or change may be taken into account in determining whether there has been, or is reasonably likely to be, a Material Adverse Effect, except to the extent otherwise excluded hereunder), (d) any changes in the capital, financial or securities markets in the United States, (e) changes in Laws or generally accepted accounting principles (or the interpretation thereof), (f) the commencement, escalation or worsening of any war or armed hostilities or the occurrence of acts of terrorism or sabotage occurring after the date hereof affecting the United States, and (g) earthquakes, hurricanes, floods or other natural disasters affecting the United States.

“Media General” means Media General, Inc., a Virginia corporation.

“Merger Agreement” means that certain Agreement and Plan of Merger, dated as of March 21, 2014, as it may be amended from time to time, by and among Media General, New Media General, Mercury Merger Sub 1, Inc., a Virginia corporation and a wholly-owned subsidiary of New Media General, Mercury Merger Sub 2, LLC, a Delaware limited liability company and a wholly-owned subsidiary of New Media General and LIN.

“Mergers” means (i) the merger of Mercury Merger Sub 1, Inc. with and into Media General with Media General being the surviving company and (ii) the merger of Mercury Merger Sub 2, LLC with and into LIN, with LIN being the surviving limited liability company, in each case pursuant to the Merger Agreement.

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“MVPD” means any multi-channel video programming distributor, including cable systems, telephone companies and direct broadcast satellite systems.

“New Media General” means Mercury New Holdco, Inc., a Virginia corporation and a wholly-owned subsidiary of Media General as of the date hereof.

“Non-Fundamental Representations” has the meaning set forth in Section 11.1.

“Objection Notice” has the meaning specified in Section 2.7(b).

“Order” means any decree, order, judgment, injunction, awards, stipulations, decrees or writs, temporary restraining order or other order in any suit or proceeding by or with any Governmental Body.

“OSHA” means the Occupational Safety and Health Act, 29 U.S.C. §§ 651 et seq., and any regulations promulgated thereunder.

“Owned Real Property” means all land, together with all buildings, structures, towers, improvements and fixtures located thereon, including all electrical, mechanical, plumbing and other building systems, fire protection, security and surveillance systems, telecommunications, computer wiring, and cable installations, utility installations, water distribution systems, and landscaping, together with all easements and other rights and interests appurtenant thereto (including air, oil, gas, mineral, and water rights), owned by any of the Seller Parties or their Affiliates and used or held for use primarily in the Business.

“Permitted Encumbrance” means (a) liens for Taxes, assessments or other governmental charges which are not yet due and payable or Taxes being contested in good faith by appropriate proceedings and for which the Seller Parties maintain adequate reserves on their books (which Taxes being contested, if any, are listed on Schedule 1.1), (b) terms and conditions of any leases assumed by Buyer, (c) zoning laws and ordinances and similar Laws that are not materially violated by any existing improvement or that do not prohibit the use of the Real Property as currently used in the operation of the Business; (d) any right reserved to any Governmental Body to regulate the affected property; (e) in the case of any leased asset, (i) the rights of any lessor under the applicable lease agreement or any Encumbrance granted by any lessor, (ii) any statutory lien for amounts that are not yet due and payable or are being contested in good faith by appropriate proceedings and for which appropriate reserves have been created in accordance with GAAP, (iii) any subleases listed in any Schedule hereto and (iv)  the rights of the grantor of any easement or any Encumbrance granted by such grantor on such easement property; (f) easements, rights of way, restrictive covenants and other encumbrances, encroachments or other similar matters affecting title that do not materially adversely affect title to the property subject thereto and do not materially impair or interfere with (and are not materially violated by) the continued use of the property in the ordinary course of the Business as currently conducted; (g) inchoate materialmens’, mechanics’, workmen’s, repairmen’s or other like liens arising in the ordinary course of the Business for amounts that are not yet due and payable or that are being contested in good faith by appropriate proceedings and for which appropriate reserves have been created in accordance with GAAP; (h) Encumbrances that will be discharged prior to or simultaneously with Closing; and (i) any other Encumbrance designated as Permitted Encumbrances on Schedule 1.1 hereto under the heading “Permitted Encumbrances”, if any.

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“Person” means any person, employee, individual, corporation, limited liability company, partnership, trust, or any other non-governmental entity or any governmental or regulatory authority or body.

“Preliminary Allocation Schedule” has the meaning specified in Section 2.11(a).

“Preliminary Closing Date Balance Sheet” has the meaning specified in Section 2.7(a)(i).

“Preliminary Closing Date Working Capital Calculation” has the meaning specified in Section 2.7(a)(iii).

“Preliminary Purchase Price” has the meaning specified in Section 2.7(a)(ii).

“Proceeding” means any suit, litigation, arbitration, mediation, alternative dispute resolution, claim, action, proceeding, hearing, audit, inquiry, examination or investigation.

“Purchased Assets” has the meaning specified in Section 2.1.

“Purchased Intellectual Property” the meaning specified in Section 2.1(h).

“Purchase Price” has the meaning specified in Section 2.5.

“RCRA” means the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., and any regulations promulgated thereunder.

“Real Property” has the meaning specified in Section 3.9(c).

“Real Property Leases” means Contracts granting the Seller Parties or their Affiliates the right of use or occupancy of any portion of the Leased Real Property, or any Contract to which one of the Seller Parties or their Affiliates is a party and granting any other Person the right of use or occupancy of any portion of the Owned Real Property or Leased Real Property, together with any amendments, modifications or supplements thereto.

“Receivables” means all receivables (including accounts receivable, loans receivable and advances) arising from or related to the Business.

“Related Party” with respect to any specified Person, means: (i) any Affiliate of such specified Person and (ii) any director, executive officer, general partner or managing member of such specified Person or that Person’s Affiliates; and (iii) for Person’s covered by (i) or (ii) such Person’s family members to the extent such familial relationship is known to the Knowledge of the Seller Parties.

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“Release” means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into the indoor or outdoor environment or into or out of any property, building, structure, facility or fixture, including the movement of Hazardous Materials through or in the ambient or indoor air, soil, land surface, subsurface strata, surface water, groundwater or property.

“Required Consent” has the meaning specified in Section 5.3(c).

“Resolution Period” has the meaning specified in Section 2.7(b).

“Retained Names and Marks” means all (a) Trademarks containing or incorporating the terms “Media General” or “LIN,” (b) other Trademarks owned by any Seller Party (other than Trademarks included in the Purchased Intellectual Property), (c) variations or acronyms of any of the foregoing (other than Trademarks included in the Purchased Intellectual Property), and (d) Trademarks confusingly similar to or dilutive of any of the foregoing (other than Trademarks included in the Purchased Intellectual Property).

“Review Period” has the meaning specified in Section 2.7(b).

“Seller Expenses” means, without duplication, all of the fees, expenses, costs, charges, payments and other obligations that are incurred by or on behalf of the Seller Parties and/or their Affiliates or for which the Seller Parties and/or their Affiliates are otherwise liable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements (whether incurred or to be paid prior to, at or after Closing), including (i) the fees and expenses of the Seller Parties’ and/or their Affiliates’ respective bankers, counsel, accountants, advisors, agents and representatives, and (ii) any success, change of control, special or other bonuses or similar amounts payable by the Seller Parties and/or their Affiliates to any employee, officer or director upon or in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements.

“Seller FCC Authorizations” means those Governmental Permits issued by the FCC with respect to the Station’s operations.

“Seller Group Member” means the Seller Parties, their Affiliates, and each of their successors and assigns, and their respective directors, officers, employees, partners, stockholders, representatives and agents and each of their heirs, executors, successors and assigns.

“Seller Holdco” has the meaning specified in the introductory paragraph hereof.

“Seller Opco” has the meaning specified in the introductory paragraph hereof.

“Seller Parties” has the meaning specified in the introductory paragraph hereof.

“Station” has the meaning specified in the first recital hereof.

“Station Agreements” has the meaning specified in Section 3.15.

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“Straddle Period” has the meaning specified in Section 6.1(a).

“Tangible Personal Property” has the meaning specified in Section 2.1(h).

“Tax” means any federal, state, local or foreign net income, alternative or add-on minimum, gross income, gross receipts, estimated, franchise, real property, personal property, sales, use, transfer, gains, license, employment, severance, payroll, capital stock, escheat, environmental, franchise, social security, unemployment, disability, excise, stamp, registration and value-added taxes, withholding or minimum tax, or any other tax of any kind, whether calculated on a separate or consolidated, unitary or combined basis or in any other manner, together with any interest or any penalty, addition to tax or additional amount imposed by any Governmental Body.

“Tax Return” means any return, declaration, report, claim for refund, information return or statement, or other document relating to Taxes, including any schedule or attachment thereto, and amendment thereof.

“Termination Date” has the meaning specified in Section 10.1(a)(v).

“Third Person Claim Notice” has the meaning specified in Section 9.4(a).

“Trademarks” means, whether registered or unregistered, trademarks, service marks, domain names and other Internet addresses or identifiers, trade dress, trade names, call signs, call letters, and corporate names, all applications and registrations for the foregoing, and all common law rights and goodwill connected with the use thereof and symbolized thereby.

“Transfer Taxes” means all transfer, documentary, excise, sales, value added, goods and services, use, stamp, registration and other similar taxes, and all conveyance fees, recording charges and other fees and charges, incurred in connection with the consummation of the transactions contemplated by this Agreement.

“Transferred Employees” has the meaning specified in Section 6.2(a).

“Transition Services Agreement” has the meaning specified in Section 2.8(a).

“Treasury Regulations” means the income tax regulations promulgated under the Code, as such regulations may be amended from time to time.

“WARN Act” has the meaning specified in Section 6.2(i).

“WJCL Asset Purchase Agreement” means that certain Asset Purchase Agreement, dated as of the date hereof, by and among Media General, New Media General, LIN Television Corporation, LIN License Company, LLC, WJCL Hearst Television LLC and Hearst Television Inc.

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ARTICLE II

PURCHASE AND SALE OF PURCHASED ASSETS

Section 2.1.     Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller Parties shall, or shall cause their Affiliates to, sell, transfer, assign, convey and deliver to the Buyer, and the Buyer shall purchase from the Seller Parties and their Affiliates, pursuant to this Agreement, free and clear of all Encumbrances (except for Permitted Encumbrances), all of the right, title and interest of the Seller Parties and their Affiliates to the assets, properties and business (excepting only the Excluded Assets) of every kind and description, wherever located, real, personal or mixed, tangible or intangible, used or held for use primarily in the Business (herein collectively referred to as the “Purchased Assets”), including, all right, title and interest of the Seller Parties and their Affiliates as of Closing to the following (excepting only the Excluded Assets):

(a)     All assets recorded or reflected on the Balance Sheet (including assets such as Contracts to which no value was attributed);

(b)     All assets acquired by the Seller Parties or their Affiliates since the date of the Balance Sheet, which, had they been held by the Seller Parties or their Affiliates on such date, would have been recorded or reflected on the Balance Sheet in accordance with the Agreed Accounting Principles (including assets such as Contracts to which no value would have been attributed);

(c)     The Receivables;

(d)     Any and all prepayments, prepaid rentals, deposits (including on leasehold interests and utilities), and prepaid expenses outstanding at the Closing and primarily relating to the Business, the Purchased Assets or the Assumed Liabilities;

(e)     (x) The Seller FCC Authorizations and (y) all other assignable Governmental Permits issued to, or required to be obtained or maintained by, the Seller Parties or their Affiliates by a Governmental Body with respect to the conduct or operation of the Business as currently conducted or the ownership or use of the Purchased Assets;

(f)     All Owned Real Property and Leased Real Property, together with any and all Real Property Leases;

(g)     All machinery, equipment (including cameras, computers, servers, and office equipment and supplies), auxiliary and translator facilities, transmitting towers, antennae support structures, guy anchors, guy wires, transmitters, broadcast equipment, antennae, transmission lines, transmission equipment, transmission facilities, antennae systems, cables, supplies, inventory (including all films, programs, records, tapes, recordings, compact discs, cassettes, spare parts and equipment), vehicles, furniture, furnishings, fixtures, electrical devices, tools and other tangible personal property owned or leased by the Seller Parties or any of their Affiliates and used or held for use primarily in the Business (“Tangible Personal Property”);

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(h)     All Intellectual Property owned by or licensed to the Seller Parties or any of their Affiliates and used or held for use primarily in the Business, including the call signs WVTM, WVTM-TV, WVTM(TV), WVTM-DT, WVTM (DT) (collectively, the “Purchased Intellectual Property”);

(i)     Subject to Section 5.6, (i) all Contracts that in their entirety relate to the operation or conduct of the Business or the Station and (ii) that portion of any other Contract to the extent it relates to the operation or conduct of the Business or the Station. The foregoing shall include, but not be limited to (w) all Contracts of the Seller Parties or any of their Affiliates to the extent such Contracts are for the sale or barter of broadcast time on the Station for advertising or other purposes; (x) all Contracts of the Seller Parties or any of their Affiliates to the extent such Contracts are for the purchase or lease, as applicable, of merchandise, supplies, equipment or other personal property, or for the receipt of services, in each case used primarily in the Business; (y) all Contracts listed or described in Schedule 3.14 designated therein as an “Assumed Contract;” and (z) any other Contract entered into by any Seller Party or any of its Affiliates primarily for the Business which (A) is of the general nature described in Section 3.14, but which, by virtue of the threshold amounts or other specific terms set forth therein, is not required to be listed in Schedule 3.14 or (B) is entered into after the date hereof consistent with the provisions of Section 5.4 of this Agreement (all Contracts described in this Section 2.1(i), other than any Contracts that are Excluded Assets, are referred to as the “Assumed Contracts”);

(j)     All claims, causes of action, counterclaims, credits, choses in action, rights of recovery, rights of set-off, rights of indemnification, and rights of recoupment, including all claims for refund and indemnity claims, of the Seller Parties or any of their Affiliates, as applicable, against third parties to the extent such claims, causes of action, counterclaims, credits, choses in action, and rights arise out of or relate to the Purchased Assets, the Assumed Liabilities or the Business, including: (i) all rights under any Assumed Contract, including all rights to receive payment for products sold and services rendered thereunder, to receive goods and services thereunder, to assert claims and to take other rightful actions in respect of breaches, defaults and other violations thereof; (ii) all rights under or in respect of any Purchased Intellectual Property, including all rights to sue and recover damages for past, present and future infringement, dilution, misappropriation, violation, unlawful imitation or breach thereof, and all rights of priority and protection of interests therein under the Laws of any jurisdiction; (iii) all rights, including rights to proceeds, under all guarantees, warranties, indemnities arising from or related to the Business, the Purchased Assets or the Assumed Liabilities and (iv) all proceeds and rights to insurance proceeds that relate to an Event of Loss with respect to the Purchased Assets arising before the Closing that has not been repaired or cured prior to the Closing Date (such proceeds, the “Included Proceeds”);

(k)     All deposits made or held for the benefit of any of the Seller Parties or any of their Affiliates under or pursuant to Contracts included in the Purchased Assets;

(l)     All management and other systems (including computers, servers, networking equipment, telecommunications equipment, and peripheral equipment), databases, computer software, disks and similar assets owned or leased by the Seller Parties or any of their Affiliates which are used or held for use primarily in the Business, and all licenses of the Seller Parties or any of their Affiliates to the extent relating thereto;

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(m)     All books, records, ledgers, files, literature, or other similar information of the Seller Parties or any of their Affiliates that relate primarily to the Business (in any form or medium), including all logs, programming information and studies, proprietary information, schematics, technical information and engineering data, news and advertising studies or consulting reports and sales correspondence, client lists, vendor lists, correspondence, mailing lists, revenue records, invoices, advertising materials, brochures, records of operation, standard forms of documents, manuals of operations or business procedures, photographs, blueprints, research files and materials, data books, the FCC required logs, files, and records, including the Stations’ complete public inspection files, Intellectual Property disclosures and information, media materials and plates, accounting records, Tax Returns and litigation files primarily relating to the Business (but excluding the organization documents, minute and stock record books and corporate seals of the Seller Parties);

(n)     All goodwill and going concern value relating to the Station and/or the Business, and all other intangible property rights primarily relating to the Business; and

(o)     All petty cash held at the Station.

Section 2.2.     Excluded Assets. Notwithstanding the foregoing, the Purchased Assets shall not include the following (herein referred to as the “Excluded Assets”):

(a)     Any cash or cash equivalents (including any marketable securities or certificates of deposit) of the Seller Parties or any of their Affiliates, other than petty cash held at the Station or Included Proceeds;

(b)     All bank and other depository accounts of the Seller Parties or any of their Affiliates;

(c)     All claims, rights and interests of the Seller Parties or any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to the Closing Date;

(d)     Any rights, claims or causes of action of the Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing);

(e)     All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds;

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(f)     The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business;

(g)     All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets;

(h)     The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”;

(i)     The items designated in Schedule 2.2(i) as “Excluded Assets”;

(j)     The Retained Names and Marks;

(k)     All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property);

(l)     All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities;

(m)     Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement;

(n)     Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and

(o)     Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Agreement.

Section 2.3.     Assumption of Liabilities.

(a)     Upon the terms and subject to the conditions of this Agreement, as of the Closing, the Buyer shall assume the following obligations and liabilities of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities):

(i)     the liabilities arising out of or relating to the operation of the Station on or after the Closing or the owning or holding of the Purchased Assets on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing;

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(ii)     all liabilities recorded on the Balance Sheet;

(iii)     all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice;

(iv)     subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing);

(v)     all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and

(vi)     all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any.

All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.”

(b)     Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement:

(i)     all liabilities that do not primarily relate to the Business or the Purchased Assets;

(ii)     all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a));

(iii)     all liabilities arising out of the operation, owning or holding of the Excluded Assets;

(iv)     all liabilities for Indebtedness of the Seller Parties or their Affiliates;

(v)     all liabilities for Excluded Taxes;

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(vi)     all liabilities for Seller Expenses;

(vii)     all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates;

(viii)     all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date;

(ix)     all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract;

(x)     all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date;

(xi)     other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement;

(xii)     all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer;

(xiii)     all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates;

(xiv)     all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties;

(xv)     all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22;

(xvi)     all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party);

(xvii)     all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and

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(xviii)     all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Date.

Section 2.4.     Closing Date. The purchase and sale of the Purchased Assets provided for in Section 2.1 (the “Closing”) shall be consummated effective as of 12:00 A.M. (central time) five (5) Business Days after the conditions set forth in Articles VII and VIII are satisfied or, if legally permissible, waived (other than those conditions that by their nature are to be satisfied (or validly waived) at the Closing, but subject to such satisfaction or waiver) (the “Closing Date”). The Closing will be held at the offices of Fried, Frank, Harris, Shriver & Jacobson LLP, One New York Plaza, New York, New York 10004, at 9:00 A.M., New York time, unless such time or date is changed by mutual agreement of the Seller Parties and the Buyer.

Section 2.5.     Purchase Price. The purchase price for the Purchased Assets (the “Purchase Price”) shall be equal to:

(i)     Fifty-Eight Million Dollars ($58,000,000) (the “Base Purchase Price”), plus

(ii)     the Closing Date Working Capital Amount, or minus

(iii)     the Closing Date Working Capital Deficit.

Section 2.6.     Determination of Estimated Purchase Price; Payment on Closing Date.

(a)     At least two (2) Business Days prior to the Closing Date, the Seller Parties shall deliver to the Buyer a certificate executed on behalf of the Seller Parties by an authorized officer thereof, dated the date of its delivery, setting forth the Seller Parties’ good faith estimate of (i) the Closing Date Working Capital Amount or the Closing Date Working Capital Deficit, as the case may be, and (ii) the Estimated Purchase Price, all of which shall be derived from an unaudited balance sheet of the Business, which includes the Current Assets and Current Liabilities as of the Closing Date, prepared by the Seller Parties in accordance with the Agreed Accounting Principles, which balance sheet shall be attached to such certificate.

(b)     On the Closing Date, the Buyer shall pay the Seller Parties an amount equal to the Estimated Purchase Price (the “Closing Date Payment”), by bank wire transfer of immediately available funds to such bank account or accounts designated by the Seller Parties for such purpose not less than one (1) Business Day before the Closing Date.

Section 2.7.     Determination of Closing Date Working Capital and Purchase Price.

(a)     As promptly as reasonably practicable following the Closing Date (but not later than sixty (60) days after the Closing Date), the Buyer shall:

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(i)     prepare, in accordance with the Agreed Accounting Principles, an unaudited balance sheet of the Business, which includes the Current Assets and Current Liabilities, as of the Cutoff Time (the “Preliminary Closing Date Balance Sheet”);

(ii)     determine the Purchase Price in accordance with the provisions of this Agreement (such Purchase Price as determined by the Buyer being called the “Preliminary Purchase Price”); and

(iii)     deliver to the Seller Parties a certificate executed by the Buyer setting forth or attaching the Preliminary Closing Date Balance Sheet and the Buyer’s calculation of the Closing Date Working Capital Amount or the Closing Date Working Capital Deficit, as the case may be (the “Preliminary Closing Date Working Capital Calculation”) derived therefrom and the Preliminary Purchase Price.

(b)     The Seller Parties shall have sixty (60) days following receipt of the certificate referenced in Section 2.7(a) (the “Review Period”) in which to review the Preliminary Closing Date Balance Sheet, the Preliminary Purchase Price and the Preliminary Closing Date Working Capital Calculation. In the event the Seller Parties do not object to the Preliminary Closing Date Balance Sheet, the Preliminary Purchase Price or the Preliminary Closing Date Working Capital Calculation prior to expiration of the Review Period, the Preliminary Purchase Price and the Preliminary Closing Date Working Capital Calculation shall become (i) the “Purchase Price” and (ii) the “Closing Date Working Capital Amount” or the “Closing Date Working Capital Deficit,” as the case may be, respectively, for all purposes of this Agreement, including for purposes of determining the adjustment payment (if any) specified in Section 2.10. In the event the Seller Parties object to the Preliminary Closing Date Balance Sheet, the Preliminary Purchase Price or the Preliminary Closing Date Working Capital Calculation, the Seller Parties shall give a written notice to the Buyer specifying their objections in reasonable detail and the basis therefor, prior to expiration of the Review Period (“Objection Notice”). During the thirty (30) Business Day period following the Buyer's receipt of the Objection Notice (the “Resolution Period”), the Buyer and the Seller Parties shall attempt to resolve the differences specified in the Objection Notice and any resolution by them (evidenced in writing) of such differences (the “Agreed Adjustments”) shall be final, binding and conclusive. In the event the Buyer and the Seller Parties resolve all disputed items set forth in the Objection Notice by the conclusion of the Resolution Period, the Preliminary Purchase Price and the Preliminary Closing Date Working Capital Calculation, in each case as adjusted by the Agreed Adjustments, shall become (x) the “Purchase Price” and (y) the “Closing Date Working Capital Amount” or the “Closing Date Working Capital Deficit,” as the case may be, respectively, for all purposes of this Agreement, including for purposes of determining the adjustment payment (if any) specified in Section 2.10.

(c)     If at the conclusion of the Resolution Period any objections raised by the Seller Parties remain unresolved, then the amounts so in dispute (the “Disputed Items”) shall be submitted to a firm of independent public accountants in the United States of national recognition with industry experience which does not have a relationship with the parties (the “Arbitrator”) selected by the Buyer and reasonably acceptable to the Seller Parties as promptly as possible after the expiration of the Resolution Period. The Arbitrator shall determine and resolve, based solely on presentations by the Buyer and the Seller Parties, and not by independent review, the Disputed Items, in accordance with the Agreed Accounting Principles. In resolving the Disputed Items, the Arbitrator’s determination shall be no higher or lower than the respective amounts proposed by the Buyer and the Seller Parties. The Arbitrator’s determination shall be made within thirty (30) Business Days of its selection, shall be set forth in a written statement delivered to the Buyer and the Seller Parties and shall be final, binding and conclusive on the parties hereto. The Preliminary Purchase Price and the Preliminary Closing Date Working Capital Calculation shall be adjusted to reflect all Agreed Adjustments and the resolution of all Disputed Items by the Arbitrator and, as so adjusted, shall be (i) the “Purchase Price” and (ii) the “Closing Date Working Capital Amount” or the “Closing Date Working Capital Deficit,” as the case may be, respectively, for all purposes of this Agreement, including for purposes of determining the adjustment payment (if any) specified in Section 2.10.

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(d)     The parties hereto shall make available to the Buyer, the Seller Parties and, if applicable, the Arbitrator, such books, records and other information (including work papers) as any of the foregoing may reasonably request to prepare or review the Preliminary Closing Date Balance Sheet, the Preliminary Purchase Price and the Preliminary Closing Date Working Capital Calculation or any matters submitted to the Arbitrator. The fees and expenses of the Arbitrator shall be paid by the Buyer, on the one hand, and the Seller Parties, on the other hand, in inverse proportion as they may prevail on the matters submitted to the Arbitrator pursuant to Section 2.7(c), which proportional allocations shall also be determined by the Arbitrator at the time the determination of the Arbitrator is rendered on the matters submitted.

Section 2.8.     Closing Date Deliveries.

(a)     At the Closing, the Seller Parties shall deliver or cause to be delivered to the Buyer: (i) a bill of sale and assignment and assumption agreement duly executed by the Seller Parties and, if applicable, their Affiliates in substantially the form of Exhibit A (the “Bill of Sale and Assignment and Assumption Agreement”), providing for the conveyance of all of the Purchased Assets (other than the Owned Real Property and the Seller FCC Authorizations) and the assumption of all of the Assumed Liabilities, (ii) an assignment of the Seller FCC Authorizations duly executed by the appropriate Seller Parties and their Affiliates, in substantially the form of Exhibit B (the “Assignment of the Seller FCC Authorizations”), assigning to the Buyer the Seller FCC Authorizations, (iii) a transition services agreement duly executed by the appropriate Seller Parties and their Affiliates, in substantially the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction and in form and substance reasonably acceptable to Buyer), duly executed by the appropriate Seller Parties and their Affiliates, conveying to the Buyer the Owned Real Property, (v) all of the documents and instruments required to be delivered by the Seller Parties and/or their Affiliates pursuant to Article VIII, including the Required Consent, (vi) certified copies of the certificate of incorporation and bylaws of the Seller Parties, (vii) certified resolutions of the Board of Directors and shareholders (if applicable) of the Seller Parties authorizing the transactions contemplated by this Agreement and the Ancillary Agreements, (viii) a duly executed certificate of the secretary of each of the Seller Parties as to incumbency and specimen signatures of officers of the Seller Parties executing this Agreement and the Ancillary Agreements, (ix) a certificate of non-foreign status from each of the Seller Parties (and Affiliates, as applicable) in compliance with Treasury Regulations Section 1.1445-2, (x) specific assignment and assumption agreements duly executed by the appropriate Seller Party or their Affiliates (as applicable) relating to any Contracts included as Purchased Assets that the Buyer or the Seller Parties have determined to be reasonably necessary to assign such Contracts to the Buyer and for the Buyer to assume the Assumed Liabilities thereunder (if any), in form and substance reasonably acceptable to the Buyer, (xi) satisfactory evidence that any Encumbrances to be discharged prior to or simultaneous with Closing have been discharged, and (xii) such other documents and instruments as the Buyer has determined to be reasonably necessary to consummate the transactions contemplated hereby.

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(b)     At the Closing, the Buyer shall deliver to the Seller Parties (i) the Closing Date Payment, (ii) the Bill of Sale and Assignment and Assumption Agreement, (iii) the Transition Services Agreement, (iv) all of the documents and instruments required to be delivered by the Buyer pursuant to Article VII, (v) specific assignment and assumption agreements duly executed by the Buyer relating to any Contracts included as Purchased Assets that the Buyer or the Seller Parties have determined to be reasonably necessary to assign such Contracts to the Buyer and for the Buyer to assume the Assumed Liabilities thereunder (if any), and (vi) such other documents and instruments as the Seller Parties have determined to be reasonably necessary to consummate the transactions contemplated hereby.

Section 2.9.     Further Assurances.

(a)     From time to time following the Closing, the appropriate Seller Party shall execute and deliver, or cause to be executed and delivered, to the Buyer such other instruments of conveyance and transfer as the Buyer may reasonably request or as may be otherwise necessary to carry out the provisions of this Agreement and the transactions contemplated hereby, to effectively convey and transfer to, and vest in, the Buyer and put the Buyer in possession of, any part of the Purchased Assets, and, in the case of licenses, certificates, approvals, authorizations, agreements, contracts, leases, easements and other commitments included in the Purchased Assets which cannot be transferred or assigned effectively without the consent of third parties, which consent has not been obtained prior to the Closing, to reasonably cooperate with the Buyer at its reasonable request in endeavoring to obtain such consent.

(b)     Without limiting Sections 5.3(c), to the extent that any Assumed Contract cannot be assigned without consent and such consent is not obtained prior to the Closing, the Seller Parties shall use all commercially reasonable efforts to provide the Buyer the benefits of any such Contract and the Buyer shall perform or discharge on behalf of the applicable Seller Party the obligations and liabilities under such agreement that constitute Assumed Liabilities, if any. In addition to the Buyer’s obligation pursuant to the foregoing sentence, as to any Assumed Contract included as a Purchased Asset that is not effectively assigned to the Buyer as of the Closing Date but is thereafter effectively assigned to the Buyer, the Buyer shall, from and after the effective date of such assignment, assume, and shall thereafter pay, perform and discharge as and when due, all Assumed Liabilities of any Seller Party or its Affiliates, as applicable, arising under such Assumed Contract.

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(c)     From time to time following the Closing, the Buyer shall execute and deliver, or cause to be executed and delivered, to the Seller Parties such other undertakings and assumptions as the Seller Parties may reasonably request or as may be otherwise necessary to effectively evidence the Buyer’s assumption of and obligation to pay, perform and discharge the Assumed Liabilities.

Section 2.10.     Purchase Price Adjustment. Promptly (but not later than five (5) Business Days) after the determination of the Purchase Price pursuant to Section 2.7 that is final and binding as set forth herein:

(i)     if the Purchase Price as finally determined pursuant to Section 2.7 exceeds the Estimated Purchase Price, the Buyer shall pay to the Seller Parties, by wire transfer of immediately available funds to such bank accounts of the Seller Parties as the Seller Parties shall designate in writing to the Buyer, the amount by which the Purchase Price exceeds the Estimated Purchase Price; or

(ii)     if the Purchase Price as finally determined pursuant to Section 2.7 is less than the Estimated Purchase Price, the Seller Parties shall pay to the Buyer, by wire transfer of immediately available funds to such bank accounts of the Buyer as the Buyer shall designate in writing to the Seller Parties, the amount by which the Estimated Purchase Price exceeds the Purchase Price.

Section 2.11.     Allocation of Purchase Price. The Purchase Price (and any adjustments thereto) and any Assumed Liabilities shall be allocated among the Purchased Assets in accordance with the provisions of Section 1060 of the Code (“Allocation”). Within one-hundred eighty (180) days after the Closing, the Seller Parties shall prepare the Allocation and submit such Allocation to the Buyer for their review. The Buyer shall provide the Seller Parties with any comments to such allocation within thirty (30) Business Days after the date of receipt by the Buyer. The Buyer and the Seller Parties agree to act in accordance with the Allocation of the Purchase Price established pursuant to this Section 2.11 in the preparation and filing of all Tax Returns, including Form 8594, and shall take no position inconsistent with such Allocation in any proceeding before any Governmental Body or otherwise, provided, however, if the parties are unable to mutually agree to such Allocation then the parties shall have no further obligation under this Section 2.11, and each party shall make its own determination of such allocation for financial and tax reporting purposes, which determination, for the avoidance of doubt, shall not be binding on the other party.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES

As an inducement to the Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, the Seller Parties jointly and severally represent and warrant to the Buyer as follows as of the date hereof and as of the Closing Date (except to the extent expressly made as of specific date or time, and then as of such specified date or time):

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Section 3.1.     Organization and Qualification.

(a)     Each of the Seller Parties is organized, validly existing and in good standing under the laws of its state of incorporation. Each of the Seller Parties has the requisite organizational power and authority to operate the Station as now operated by it, to use the Purchased Assets as now used by it and to carry on the Business as now conducted by it.

(b)     Each of the Seller Parties is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the ownership or operation of the Purchased Assets or the conduct of the Business makes such qualification or licensing necessary, except for any such failures to be so qualified or licensed and in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.

Section 3.2.     Authority of the Seller Parties; No Conflict; Required Filings and Consents.

(a)     Each of the Seller Parties has the requisite organizational power and authority to execute and deliver this Agreement and the Ancillary Agreements to be executed and delivered by it pursuant hereto, to consummate the transactions contemplated hereby and thereby and to comply with the terms, conditions and provisions hereof and thereof.

(b)     The execution, delivery and performance of this Agreement and the Ancillary Agreements by each of the Seller Parties (to the extent a party thereto) have been duly authorized and approved by all necessary organizational and shareholder or equity owner action on the part of the Seller Parties or their Affiliates and do not require any further authorization or consent on the part of the Seller Parties or their Affiliates. This Agreement is, and each other Ancillary Agreement when executed and delivered by each of the Seller Parties party thereto or their Affiliates, as applicable, will be, a legal, valid and binding agreement of such Seller Party or its Affiliates party thereto, as applicable, enforceable in accordance with its respective terms, except in each case as such enforceability may be limited by applicable bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(c)     Except for the FCC Consent, the DOJ Consent and as set forth in Schedule 3.2, none of the execution, delivery and performance by the Seller Parties of this Agreement or by any of the Seller Parties or any of their Affiliates, as applicable, of the Ancillary Agreements to which it is a party, the consummation by the Seller Parties or their Affiliates, as applicable, of the transactions contemplated hereby or thereby or compliance by the Seller Parties or their Affiliates, as applicable, with or fulfillment by the Seller Parties of the terms, conditions and provisions hereof or thereof will:

(i)     conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default), an event of default or an event creating rights of acceleration, termination, cancellation, revocation, payment or a loss of rights under, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets under, (A) the certificate of incorporation, bylaws or other organizational documents of the Seller Parties, (B) any Station Agreement in any material respect, (C) any material Governmental Permit, (D) any material judgment, Order, award or decree to which such Person is a party or any of the Purchased Assets is subject or by which such Person is bound, or (E) any material indenture, note, mortgage, lease, guaranty or material Contract to which any of the Seller Parties and any of their Affiliates is a party;

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(ii)     conflict with or violate any Law applicable to the Seller Parties, the Business or any of the Purchased Assets or by which the Seller Parties, the Business or any of the Purchased Assets may be bound or affected, except, in any case, as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect; or

(iii)     require the approval, consent, authorization or act of, or the making by any Seller Party, or any of their Affiliates of any declaration, notice, filing or registration with, any third Person or any foreign, federal, state or local court, governmental or regulatory authority or body, except for any approval by the DOJ as required by the proposed final judgment entered in connection with or as a result of the transactions contemplated by the Merger (the “DOJ Final Judgment”), except, in any case, as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.

Section 3.3.     Financial Statements. Schedule 3.3 contains (a) the unaudited balance sheets of the Business as of December 31, 2013 and December 31, 2012, respectively, and the related statements of income for the years then ended (the “Financial Statements”) and (b) the unaudited balance sheet (the “Balance Sheet”) of the Business as of June 30, 2014 (the “Balance Sheet Date”) and the related statement of income for the six months ended June 30, 2014 (the “Income Statement”). Each of the Financial Statements, the Balance Sheet and Income Statement (i) are correct and complete in all material respects and have been prepared in accordance with the books and records of the Seller Parties and their Affiliates pertaining to the Business, (ii) present fairly, in all material respects, the financial position and results of operations of the Business as of their respective dates and for the respective periods covered thereby, and (iii) except as set forth in Schedule 3.3, have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved. The books of account and financial records of the Seller Parties and their Affiliates pertaining to the Business have been maintained in accordance with customary business practice. Except as set forth on Schedule 3.3, none of the Seller Parties and their Affiliates has, between December 31, 2012 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2012.

Section 3.4.     Operations Since Balance Sheet Date.

(a)     Except as set forth in Schedule 3.4(a), from the Balance Sheet Date, there have been no events, changes or occurrences or state of facts, including any change in the financial condition or the results of operations of the Business, which, individually or in the aggregate, have had or would be reasonably likely to have a Material Adverse Effect.

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(b)     Except as set forth in Schedule 3.4(b), from the Balance Sheet Date through the date of this Agreement, the Seller Parties and their Affiliates have operated the Business in the ordinary course of the Business consistent with past practice other than in connection with the Mergers and the process relating to the sale of the Business.

Section 3.5.     No Undisclosed Liabilities. Except as set forth in Schedule 3.5, the Seller Parties and their Affiliates have no liabilities with respect to the Business (including unasserted claims, whether known or unknown), whether absolute, contingent, accrued or otherwise, except for liabilities which are (a) reflected or reserved for on the Balance Sheet, (b)  liabilities incurred in the ordinary course of the Business consistent with past practice since the Balance Sheet Date, or (c) liabilities to be performed in the ordinary course of the Business consistent with past practice pursuant to the Assumed Contracts.

Section 3.6.     Taxes.

(a)     Each of the Seller Parties and/or its Affiliates, as applicable, has filed with the proper Governmental Body all material Tax Returns with respect to the Business and the Purchased Assets required to be filed prior to the date hereof and all such Tax Returns were true, correct and complete in all material respects. Each of the Seller Parties and/or its Affiliates, as applicable, has paid or caused to be paid all material Taxes (whether or not reflected on any such Tax Returns) that are due and owing with respect to the Purchased Assets and the Business, or has set aside on the Balance Sheet adequate reserves (segregated to the extent required by GAAP). No deficiencies for material Taxes with respect to the Purchased Assets and the Business have been claimed, proposed or assessed in writing by any Governmental Body for which the Seller Parties or their Affiliates may have any liability or that may attach to the Purchased Assets. Each of the Seller Parties and/or its Affiliates, as applicable, is in compliance in all material respects with the provisions of the Code relating to the withholding and payment of Taxes with respect to the Business and the Purchased Assets and has, within the time and in the manner prescribed by Law, withheld and paid over to the proper Governmental Body all Taxes required to be have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, or other third party with respect to the Business. There are no liens for Taxes on any of the Purchased Assets other than Permitted Encumbrances. To the Knowledge of the Seller Parties, (i) no Tax Return relating to the Business or the Purchased Assets is currently under audit or examination by any Governmental Body, and (ii) there are no suits, actions, proceedings or investigations pending with respect to any material Taxes relating to the Business or the Purchased Assets.

(b)     In each case as it pertains to the Purchased Assets and the Business, none of the Seller Parties or their Affiliates (i) has received any written notice that it is being audited by any Taxing authority which audit has not yet been completed; (ii) has granted any presently operative waiver of any statute of limitations with respect to, or any extension of a period for the assessment of, any Tax other than as the result of extending the due date of a Tax Return; and (iii) has availed itself of any Tax amnesty or similar relief in any Taxing jurisdiction.

(c)     As it pertains to the Purchased Assets and the Business, none of the Seller Parties or their Affiliates is bound by any Tax sharing agreement or similar arrangements (including any indemnity arrangements), other than Contracts entered into in the ordinary course of the Business the principal subject of which is not Taxes.

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(d)     Each of the Seller Parties and its Affiliates who own any Purchased Assets is a “United States person” within the meaning of Section 7701 of the Code.

(e)     None of the Seller Parties and its Affiliates is, or has been, a party to, or a promoter of, a “reportable transaction” within the meaning of Section 6707(c)(1) of the Code and Treasury Regulations Section 1.6011-4(b) with respect to the Business or the Purchased Assets.

(f)     No written claim has ever been made by a Governmental Body in a jurisdiction where any of the Seller Parties or their Affiliates has not filed a Tax Return with respect to the Purchased Assets or the Business that any of the Seller Parties or their Affiliates is or may be subject to taxation by that jurisdiction, which claim has not been fully paid or settled.

Section 3.7.     Sufficiency of Assets; Title to Purchased Assets.

(a)     Except for the Excluded Assets, the Purchased Assets (i) constitute all the assets and properties whether tangible or intangible, whether personal, real or mixed, wherever located, that are used or held for use by the Seller Parties and their Affiliates primarily in the operation of the Station and (ii) with respect to the Tangible Personal Property, Real Property, Purchased Intellectual Property, Seller FCC Authorizations and Assumed Contracts, are sufficient to conduct the operation of the Station in the manner in all material respects which the Station is conducted on the date hereof except for matters of the nature covered by the Transition Services Agreement. Except as set forth on Schedule 3.7 or as provided in the Transition Services Agreement or in any Multi-Station Contract to the extent the benefits thereunder are not made available to Buyer after Closing, none of the Excluded Assets is necessary to operate the Business in substantially the same manner as such operations have heretofore been conducted.

(b)     The Seller Parties have good and valid title to or a valid leasehold interest in all of the Purchased Assets, free and clear of any Encumbrance, other than Permitted Encumbrances.

Section 3.8.     Governmental Permits; FCC Matters.

(a)     As of the date of this Agreement, the Seller Parties or their Affiliates own, hold or possess all material Governmental Permits that are reasonably necessary to entitle them to own or lease, operate and use the assets of the Station and to carry on and conduct the Business substantially as currently conducted. Schedule 3.8(a) sets forth a list as of the date of this Agreement of each of the Seller FCC Authorizations and other material Governmental Permits, held by the Seller Parties and pending applications filed by the Seller Parties with the FCC with respect to the Station. The Seller FCC Authorizations constitute all Governmental Permits issued by the FCC to the Seller Parties and their Affiliates in respect of the Station and held by the Seller Parties and their Affiliates as of the date of this Agreement.

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(b)     Each Seller Party and its Affiliates has fulfilled and performed its obligations under each of the Governmental Permits except for noncompliance that, individually or in the aggregate, has not had and would not be reasonably likely to have a Material Adverse Effect. Each of the Seller FCC Authorization and the material Governmental Permits is valid, subsisting and in full force and effect and has not been revoked, suspended, canceled, rescinded or terminated.

(c)     The Station is being operated in accordance with the Seller FCC Authorizations and in compliance in all material respects with the Communications Act and all other Laws applicable to the Station (including Federal Aviation Administration Laws), except for such noncompliance that, individually or in the aggregate, has not had and would not be reasonably likely to have a Material Adverse Effect. Except as disclosed in Schedule 3.8(c), there is not (i) pending, or, to the Knowledge of the Seller Parties, threatened, any action or legal proceeding, other than actions or proceedings affecting broadcast television stations generally, by or before the FCC to revoke, suspend, cancel, rescind, terminate, materially adversely modify or refuse to renew in the ordinary course any Seller FCC Authorization (other than, in the case of modifications, proceedings to amend the FCC rules of general applicability), (ii) issued or outstanding, by or before the FCC, any (A) order to show cause, (B) notice of violation, (C) notice of apparent liability or (D) order of forfeiture, in each case, against the Station, or any Seller Party or any of its Affiliates with respect to the Station that has resulted or would reasonably be expected to result in any action described in the foregoing clause (i) with respect to such Seller FCC Authorizations, or (iii) pending or, to the Knowledge of the Seller Parties, threatened any petition, investigation, inquiry, complaint, notice of violation, notice of apparent liability, or notice of forfeiture against the Station or against the Seller Parties or their Affiliates with respect to the Station, and, to the Knowledge of the Seller Parties, there are no facts that would reasonably be expected to result in any of the above. The Seller FCC Authorizations have been issued by the FCC for full terms customarily issued by the FCC for each class of Station, and the Seller FCC Authorizations are not subject to any restriction or condition except for those restrictions or conditions appearing on the face of the Seller FCC Authorizations and conditions applicable to broadcast licenses generally or otherwise disclosed in Schedule 3.8(a). Except as set forth on Schedule 3.8(a), the Seller Parties have completed the construction of all facilities or changes authorized by any of the Seller FCC Authorizations or construction permits issued by the FCC to modify the Seller FCC Authorizations. Other than with respect to the FCC or the Federal Aviation Administration, this Section 3.8 does not relate to Governmental Permits for environmental, health and safety matters which are the subject solely of Section 3.21.

(d)     All material returns, reports, and statements which the Station is currently required to have filed with the FCC, with any other Governmental Body, or in the Station’s public inspection file, have been timely filed, all FCC regulatory fees due and payable from each Seller Party or its Affiliates with respect to the Station have been paid, and all material reporting requirements of the FCC and other Governmental Bodies having jurisdiction over the Station have been complied with, in each case, in all material respects.

(e)     Except for the Mergers or as otherwise disclosed in Schedule 3.8(c), to the Knowledge of the Seller Parties, no fact or circumstance exists relating to Seller Parties or the Station that could reasonably be expected to (i) prevent or delay the FCC’s grant of the FCC Consent, (ii) otherwise disqualify the Licensee as the licensee, owner, or operator of the Stations, or (iii) cause the FCC to impose a material condition or conditions on its granting of the FCC Consent.

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Section 3.9.     Real Property; Real Property Leases.

(a)     Schedule 3.9(a) contains a brief description of all Owned Real Property as of the date of this Agreement. The Seller Parties are the sole owners of, and have, and immediately prior to the Closing will have, good, valid and marketable title (free and clear of any Encumbrances other than Permitted Encumbrances) to all Owned Real Property.

(b)     The Seller Parties have delivered or otherwise made available to the Buyer true, correct and complete copies of all deeds, title insurance reports and policies, exception documents, Real Property Leases and related documents and information and surveys for the Owned Real Property (collectively, the “Fee Title Documents”) in Seller’s possession. To the Knowledge of the Seller Parties, no party to any reciprocal easement agreement or other Fee Title Document affecting or relating to the Owned Real Property is in material default under any of the terms and conditions of any such reciprocal easement agreement or other Fee Title Document.

(c)     Schedule 3.9(c) sets forth a list of each Real Property Lease under which any Seller Party or any of its Affiliates is a lessee or sublessee of, or occupies or uses, any Leased Real Property (such Leased Real Property together with the Owned Real Property, the “Real Property”) that is in effect as of the date of this Agreement, and identifies the applicable Real Property Lease, and the lessor, sublessor, or licensor as the case may be, thereof. Except as permitted in any Real Property Lease, to the Knowledge of the Seller Parties, none of the Seller Parties or their Affiliates, nor any other Person has granted any oral or written right to any Person other than the Seller Parties or their Affiliates to lease, sublease, license or otherwise use or occupy any of the Leased Real Property beyond the end of the applicable periods of the applicable Real Property Lease. The Seller Parties have delivered or otherwise made available to the Buyer true, correct and complete copies of (i) the Real Property Leases (and all amendments and modifications thereto), and (ii) all title insurance reports and policies, underlying title exception documents, surveys, related documents and information pertaining to such Leased Real Property in the Seller Parties’ possession.

(d)     A Seller Party or one of its Affiliates has a good, valid, existing and enforceable leasehold interest in, sub leasehold interest in, or other occupancy right with respect to, all Leased Real Property, in each case free and clear of any Encumbrances other than Permitted Encumbrances.

(e)     Neither the whole nor any part of the Owned Real Property nor, to the Knowledge of the Seller Parties, any Leased Real Property is subject to (i) any pending or, to the Knowledge of the Seller Parties, threatened suit for condemnation or other taking by any public authority, or (ii) any private restrictive covenant or governmental use restriction (including zoning) that prohibits or materially interferes with the current use of the Real Property, and none of the Seller Parties or their Affiliates has received any written notice of the intention of any Governmental Body or other Person to take or use all or any part thereof.

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(f)     There are no outstanding options or rights of first refusal or other contractual rights to purchase all or a portion of the Owned Real Property. All buildings, structures, fixtures, building systems and equipment, and all components which are part of the Owned Real Property and, to the Knowledge of the Seller Parties, the Leased Real Property are in all material respects in good operating condition, subject to normal wear, and are in all material respects sufficient for the operation of the Business as presently conducted. No portion of any facility, building, improvement or other structure located on any of the Owned Real Property or, to the Knowledge of the Seller Parties, the Leased Real Property has suffered any material damage by fire or other casualty within the past two (2) years which has not been substantially repaired or restored.

(g)     Schedule 3.9(g) contains a list, as of the date hereof, of all Real Property Leases pursuant to which any Seller Party or any of its Affiliates leases, subleases, licenses, sublicenses or otherwise grants a right of use or occupancy to a third party with respect to all or any portion of any Real Property. Except for the foregoing, none of the Seller Parties and their Affiliates has assigned, pledged, leased, subleased, licensed, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered in any way any interest in the Real Property or the leasehold, subleasehold, license or sublicense created by any Real Property Lease.

(h)     The Real Property constitutes all interests in real property which are necessary for continued operation of the Station as currently operated. The Seller Parties own, lease or have the legal right to use in the ordinary course of business all easements, rights of entry and rights-of-way which are material to the Business. All of the towers, guy anchors, guy wires, cables, driveways, parking lots, ground systems, transmitting equipment, buildings and other buildings, fixtures, and improvements, relating to the Station’s operations are located entirely on and wholly within the lot limits and metes and bounds of the Real Property, comply in all material respects with all set-back laws and requirements, and comply in all material respects with all license and permit requirements.

(i)     To the Knowledge of the Seller Parties, all material improvements on the Real Property conform in all material respects to applicable Laws and all use restrictions, and all Real Property is zoned for the various purposes for which the Real Property and any improvements thereon are presently being used. Within the past two (2) years, none of the Seller Parties and their Affiliates has received any written notice of any material violation of any material Law affecting the Real Property or the Seller Parties’ and their Affiliates’ use thereof. All material Governmental Permits required for the occupancy and operation of the Real Property as presently being used have been obtained and are in full force and effect and, none of the Seller Parties and their Affiliates has received any written notice of violation in connection with such Permits. To the Knowledge of the Seller Parties, there are no studies or reports which indicate any material defects in the design or construction of any of the improvements located on any of the Real Property.

Section 3.10.     Intellectual Property.

(a)     Schedule 3.10(a) contains a true and complete list as of the date of this Agreement of all patents and patent applications, registered and material unregistered Trademarks and registered copyrights, in each case, that are included in the Purchased Intellectual Property, including any pending applications to register any of the foregoing, identifying for each whether it is owned by or exclusively licensed to the Seller Parties. The Seller Parties exclusively own, free and clear of any and all Encumbrances other than Permitted Encumbrances, all Purchased Intellectual Property identified on Schedule 3.10(a) and all other Purchased Intellectual Property, except for Purchased Intellectual Property that is licensed to the Seller Parties by a third party licensor pursuant to a written license agreement that remains in effect.

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(b)     Except as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect, to the Knowledge of the Seller Parties, the Business is not infringing, misappropriating or otherwise violating any Intellectual Property owned by any third party. To the Knowledge of the Seller Parties, no third party is materially misappropriating or infringing any Purchased Intellectual Property. The Buyer acknowledges that the representations and warranties set forth in this Section 3.10 are the only representations and warranties the Seller Parties make in this Agreement with respect to any activity that constitutes, or otherwise with respect to, infringement, misappropriation or other violation of Intellectual Property.

(c)     There are no actions, suits or proceedings by or before any court or any Governmental Body which are pending or, to the Knowledge of Seller Parties, threatened regarding or disputing the ownership, registrability or enforceability, or use by the Seller Parties or any of their Affiliates, of any Purchased Intellectual Property, other than the review of pending patent and trademark applications by applicable Governmental Bodies, nor to the Knowledge of the Seller Parties is there a reasonable basis for any claim that it does not so own any of such Purchased Intellectual Property except for Purchased Intellectual Property that is licensed to the Seller Parties by a third party licensor pursuant to a written license agreement that remains in effect. Neither Seller Party nor any of its Affiliates is a party to any outstanding Order that restricts, in a manner material to the Business, the use or ownership of any Purchased Intellectual Property.

(d)     The Seller Parties have taken all reasonable steps in accordance with standard industry practices to protect their rights in the Purchased Intellectual Property and at all times have maintained the confidentiality of all information that constitutes or constituted a trade secret included therein.

Section 3.11.     Tangible Personal Property.

(a)     The Seller Parties and their Affiliates have good and valid title or a valid right to use all of the material Tangible Personal Property included in the Purchased Assets free and clear of all Encumbrances, except for Permitted Encumbrances.

(b)     All of the material Tangible Personal Property has been maintained in all material respects in accordance with past practice and generally accepted industry practice. Each material item of the Tangible Personal Property is in all material respects in good operating condition and repair, ordinary wear and tear excepted, and is adequate for the uses to which it is being put. All leased material Tangible Personal Property is in all material respects in the condition required of such property by the terms of the lease applicable thereto.

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Section 3.12.     Employees. Schedule 3.12 contains: (a) a complete and accurate list of all full-time, part-time and per diem employees of the Seller Parties and their Affiliates as of the date of this Agreement whose employment relates primarily to the Business, including each of their job titles, dates of hire, rates of pay and other compensation entitlements, and whether they are Active or Inactive Employees; and (b) the current rate of annual base salary provided by the Seller Parties and their Affiliates to such employees as of the date hereof.

Section 3.13.     Employee Relations.

(a)     None of the Seller Parties or their Affiliates is a party to any labor or union agreement or collective bargaining agreement in respect of the Station or covering any Employee as of the date hereof.

(b)     Except as disclosed on Schedule 3.13, as of the date of this Agreement, no unfair labor practice charge against any of the Seller Parties or any of its Affiliates in respect of the Station is pending or, to the Knowledge of the Seller Parties, threatened before the National Labor Relations Board, any state labor relations board or any court or tribunal. The Seller Parties are and during the past five years have been in compliance in all material respects with all applicable Laws respecting employment, including discrimination or harassment in employment, terms and conditions of employment, termination of employment, wages, overtime classification, hours, occupational safety and health, employee whistle-blowing, immigration, employee privacy, employment practices and classification of employees, consultants and independent contractors, in connection with the Business.

(c)     As of the date of this Agreement there are no, and since January 1, 2013, there have not been any, organizing activities, lockouts, strikes, slowdowns or other work stoppages or material labor disputes pending or, to the Knowledge of the Seller Parties, threatened in respect of the Station.

Section 3.14.     Contracts. Schedule 3.14 sets forth as the date hereof a list of the following Contracts primarily relating to the Business or the Purchased Assets:

(a)     any Contract for the purchase, sale, license or lease of assets used or to be used primarily in the Business, or for the provision of services primarily used in the Business, with a value in excess of $150,000;

(b)     any programming Contract or film or program license Contract for rights to broadcast television programs or shows as part of the Station’s programming;

(c)     any retransmission Contract with any MVPDs with more than 25,000 paid subscribers with respect to the Station;

(d)     any Contract that is a “local marketing agreement” or time brokerage agreement, joint sales agreement, shared services agreement, management services agreement, local news sharing agreement or similar Contract;

(e)     any partnership, shareholder, joint venture, or other similar Contract;

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(f)     any affiliation Contract with a national television network;

(g)     any Contract for capital expenditures in excess of $10,000 for any single item and $25,000 in the aggregate;

(h)     any Employment Agreement or other Contract with any individual Employee, independent contractor or consultant;

(i)     any Contract pursuant to which a Seller Party is the lessee or lessor of, or holds, uses, or makes available for use to any Person, (A) any real property or (B) any Tangible Personal Property and, in the case of clause (B), that involves an aggregate future or potential liability or receivable, as the case may be, in excess of $100,000;

(j)     any Contract relating to or evidencing Indebtedness of the Business or any of the Seller Parties or their Affiliates in connection with the Business, including mortgages, other grants of security interests, guarantees or notes in excess of $50,000;

(k)     any Contract with any Governmental Body;

(l)     any Contract with any Related Party of a Seller Party;

(m)     any Contract that limits, or purports to limit, the ability of a Seller Party or the Business to compete in any line of business or with any Person or in any geographic area or during any period of time, or that restricts the right of a Seller Party or the Business to sell to or purchase from any Person or to hire any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rights;

(n)     any Contract related in whole or in part to any Purchased Intellectual Property other than licenses of off-the-shelf software with a replacement value or aggregate annual license and maintenance fees of less than $20,000;

(o)     any Contract (other than any Contract of the type described in clauses (a) through (n) above) that primarily relates to the Business that is not terminable by a Seller Party without penalty on ninety (90) days’ notice or less and which is reasonably expected to involve the payment by the Seller Parties after the date hereof of more than $250,000 per annum; and

(p)     any other Contract that is material to the Business, taken as a whole.

Schedule 3.14 also indicates (i) whether each Contract listed therein is to be deemed an “Assumed Contract” and (ii) for any Assumed Contract, whether the consent of a third Person is required in order to assign the Contract as contemplated by this Agreement and the Ancillary Agreements.

Section 3.15.     Status of Contracts. Except as set forth in Schedule 3.15 or in any other Schedule hereto, each of the Contracts listed in Schedule 3.14 and indicated to be an “Assumed Contract” (collectively, the “Station Agreements”) is a legal, valid and binding obligation of a Seller Party and, to the Knowledge of the Seller Parties, the other parties thereto, and is in full force and effect (in each case, subject to applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). The Seller Parties and their Affiliates are not in breach of, or default under, any Station Agreement and, to the Knowledge of the Seller Parties, no other party to any Station Agreement is in breach of, or default under, any Station Agreement, and (ii) to the Knowledge of the Seller Parties, no event has occurred which would result in a breach of, or default under, any Station Agreement (in each case, with or without notice or lapse of time or both). True and complete copies of each of the Station Agreements, together with all amendments thereto, have heretofore been made available to the Buyer by the Seller Parties.

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Section 3.16.     No Violation, Litigation or Regulatory Action. Except as set forth in Schedule 3.16 and 3.8(c):

(a)     Each Seller Party is in compliance in all material respects with all Laws which are applicable to the Purchased Assets, the Station, the Business or the Assumed Liabilities;

(b)     Since December 31, 2012 and through the date of this Agreement, no Seller Party has received any written notice from a Governmental Body of a material violation of any applicable Laws.

(c)     As of the date of this Agreement, except for threatened actions, suits or proceedings in connection with the transactions contemplated by the Mergers and for Orders relating to conditions to be approved by Governmental Bodies of the Mergers, there are no Proceedings which are pending or, to the Knowledge of the Seller Parties, threatened against any Seller Party or any of their Affiliates in respect of the Purchased Assets, the Assumed Liabilities, the Station or the Business or the ownership or operation thereof.

Section 3.17.     Insurance. A Seller Party or one of its Affiliates currently maintains, in respect of the Purchased Assets, the Stations and the Business, policies of fire and extended coverage and casualty, liability and other forms of insurance in such amounts and against such risks and losses as are in the judgment of the Seller Parties prudent for the Business. The Seller Parties have not received notice of, nor to the Knowledge of the Seller Parties is there threatened, any cancellation, termination, reduction of coverage or material premium increases with respect to any such policy. Except as set forth in Schedule 3.17 with respect to the Business, there are no outstanding claims under any insurance policy or default with respect to provisions in any such policy which claim or default, individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect.    

Section 3.18.     Employee Plans; ERISA.

(a)     Schedule 3.18 sets forth a list of each Employee Plan in effect as of the date of this Agreement. A true and correct copy of each such Employee Plan, including all amendments thereto, has been delivered to the Buyer.

(b)     “ERISA Affiliate” means with respect to any entity (i) a member of any “controlled group” (as defined in section 414(b) of the Code) of which that entity is also a member, (ii) a trade or business, whether or not incorporated, under common control (within the meaning of section 414(c) of the Code) with that entity, or (iii) a member of an affiliated service group (within the meaning of section 414(m) of the Code) of which that entity is also a member. “Compensation Arrangement” means any Employment Agreement, bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance or termination pay, or profit sharing plan, program, agreement, or arrangement for the benefit of any current or former Employee, director, or independent contractor of the Station.

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(c)     Each Employee Plan has been operated and administered in material compliance and currently is in material compliance, both as to form and operation, with its terms and all applicable Laws, including the requirements of ERISA and the Code, except where noncompliance would not result in a liability to Buyer. Each Employee Plan intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter, or with respect to a prototype plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan sponsor, to the effect that such qualified plan is so qualified and that the plan and the trust related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Seller nothing has occurred subsequent to the date of such favorable determination letter that could adversely affect the qualified status of any such plan. There have been no statements or communications made or materials provided to any employee or former employee of the Seller Parties or their Affiliates that is, was or could be construed as a contract or promise by the Buyer to provide for any pension, welfare, or other compensation or benefit to any such employee or former employee, whether before or after retirement.

(d)     No Employee Plan: (i) is subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA, (ii) is a “multiemployer plan” (within the meaning of Section 3(37) or Section 4001(a)(3) of ERISA) or (iii) provides for post-termination welfare benefits (other than as required by Code Section 4980B or any state law counterpart). None of the Seller Parties or any of its Affiliates or any ERISA Affiliate of the Seller Parties or their Affiliates has any liability (contingent or otherwise) relating to the withdrawal or partial withdrawal from a multiemployer plan within the meaning of Sections 4201 and 4204 of ERISA.

(e)     Neither the execution and delivery of this Agreement nor the transactions contemplated by this Agreement (either solely as a result thereof or as a result of such transaction in conjunction with another event) could (i) result in any payment (including severance, unemployment, compensation, golden parachute, “excess parachute” (within the meaning of Section 280G of the Code), bonus or otherwise) becoming due to any Transferred Employee; (ii) increase any compensation or benefits otherwise payable to any Transferred Employee; (iii) result in the acceleration of the time of payment or vesting of any compensation or benefits; or (iv) result in any acceleration of funding of any compensation or benefit.

(f)     Each Compensation Arrangement and all grants, awards, or benefits thereunder or under any Employee Plan that is subject to Section 409A have, in form and operation, met the requirements of Section 409A(a)(2), Section 409A(a)(3) and Section 409A(a)(4) of the Code.

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Section 3.19.     Environmental Protection.

(a)     Except as set forth in Schedule 3.19:

(i)     The Business and each Seller Party and its Affiliates in respect of the Business are in material compliance with all Environmental Laws;

(ii)     Each Seller Party and its Affiliates has, in respect of the Business, obtained all material Governmental Permits required under Environmental Law necessary for its operation. Each Seller Party and its Affiliates is in compliance in all material respects with all terms and conditions of such Governmental Permits;

(iii)     As of the date of this Agreement, none of the Seller Parties or any of its Affiliates, with respect to the Business, or the Station or the Real Property is the subject of any pending or, to the Knowledge of the Seller Parties, threatened action, claim, complaint, investigation or notice of noncompliance or potential responsibility or other proceedings alleging any material failure of the Business or such Persons with respect to the Business to comply with, or material liability of the Business or such Persons with respect to the Business under, any Environmental Law;

(iv)     To the Knowledge of the Seller Parties, there has been no Release or threatened or pending Release of Hazardous Materials at, under, to, about, on, or from any Real Property or any other property currently or formerly owned, licensed, leased, occupied, used or operated by any of the Seller Parties or their Affiliates with respect to the Business, the Purchased Assets, the Assumed Liabilities or the Station that would reasonably be expected to require any Seller Party to conduct any material investigation, remediation or other response action, or incur material Losses;

(v)     To the Knowledge of the Seller Parties, no Hazardous Materials are generated, disposed, or present in, on, or under any of the Real Property except for such Hazardous Materials as are (i) reasonably necessary for the customary operation of the Station and the Business, and (ii) used, stored, handled and disposed in material compliance with Environmental Laws;

(vi)     There is no lead-based paint on any tower structures included among the Purchased Assets; and

(vii)     The Seller Parties have made available to the Buyer true, complete and correct copies of all environmental assessments, audits, inspections, investigations, surveys or other similar environmental reports relating to the Station, the Real Property, the Business or the Purchased Assets that are in the possession, custody or control of the Seller Parties.

(b)     Other than as provided in Section 3.8, the representations and warranties contained in this Section 3.19 are the sole and exclusive representations and warranties relating to Environmental Law or Hazardous Materials.

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Section 3.20.     MVPD Matters. Schedule 3.20 contains, as of the date hereof, (i) a list of each Station retransmission consent Contract existing as of the date hereof to which any Seller Party or any of its Affiliates is a party with any MVPD that has more than twenty-five thousand (25,000) paid subscribers in the Station’s Market, and (ii) a list of the MVPDs that, to the Knowledge of the Seller Parties, carry the Station and have more than twenty-five thousand (25,000) paid subscribers with respect to the Station outside of the Station’s Market. The applicable Seller Party or one of its Affiliates has entered into retransmission consent contracts with respect to each MVPD that has more than twenty-five thousand (25,000) paid subscribers in the Station's Market. To the Knowledge of the Seller Parties, as of the date of this Agreement, no MVPD is retransmitting the signal of the Station without the authorization of a Seller Party. Since December 31, 2013 and except as set forth on Schedule 3.20, as of the date hereof (x) no MVPD with more than twenty-five thousand (25,000) paid subscribers in the Station’s Market has provided written notice to the Seller Parties or their Affiliates of any material signal quality issue or has failed to respond to a request for carriage or, to the Knowledge of the Seller Parties, sought any form of relief from carriage of the Station from the FCC and (y) none of the Seller Parties or their Affiliates has received any written notice from any MVPD with more than twenty-five thousand (25,000) paid subscribers in the Market of such MVPD’s intention to delete a Station from carriage or to change a Station’s channel position.

Section 3.21.     Certain Business Practices. Neither the Business (including any of the Seller Parties or their Affiliates with respect to the Business), nor, to the Knowledge of the Seller Parties, any representative of the Business (including any of the Seller Parties or their Affiliates with respect to the Business), acting in such capacity, has, directly or indirectly, (a) offered, paid, promised to pay, or authorized a payment, of any money or other thing of value (including any fee, gift, sample, travel expense or entertainment) or any commission payment, or any payment related to political activity, to any government official or employee, to any employee of any organization owned or controlled in part or in full by any Governmental Body, or to any political party or candidate, to influence the official or employee to act or refrain from acting in relation to the performance of official duties, with the purpose of obtaining or retaining business or any other improper business advantage or (b) taken any action which would cause them to be in violation of the Foreign Corrupt Practices Act of 1977 or any other anti-corruption or anti-bribery Law applicable to them (whether by virtue of jurisdiction or organization or conduct of business).

Section 3.22.     Transactions with Related Parties. Except as set forth on Schedule 3.22, no Related Party of any Seller Party has: (a) borrowed money from or loaned money to the Business or any of the Seller Parties or their Affiliates with respect to the Business that remains outstanding or that will not be discharged in accordance with this Agreement; (b) or has had any business dealings or a financial interest in any transaction with the Business or with the Seller Parties involving the Business or any of the Purchased Assets, other than business dealings or transactions conducted in the ordinary course of business at prevailing market prices and on prevailing market terms; (c) any contractual or other claim, express or, to the Knowledge of the Seller Parties, implied, of any kind whatsoever against or in respect of the Business; or (d) any interest in any Purchased Assets.

Section 3.23.     No Finder. None of the Seller Parties, any of their Affiliates or any party acting on any Seller Party’s or any of their Affiliates’ behalf has paid or become obligated to pay any fee or commission to any broker, finder or intermediary for or on account of the transactions contemplated by this Agreement for which the Buyer may become liable.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE BUYER

As an inducement to the Seller Parties to enter into this Agreement and to consummate the transactions contemplated hereby, the Buyer represents and warrants to the Seller Parties as follows as of the date hereof and as of the Closing:

Section 4.1.     Organization. Each of the Buyer and the Buyer Guarantor is organized, validly existing and in good standing under the laws of the state of its organization. Each of the Buyer and the Buyer Guarantor has the requisite organizational power and authority to own, lease and operate the properties and assets used in connection with its business as currently being conducted or to be acquired pursuant hereto.

Section 4.2.     Authority of the Buyer.

(a)     Each of the Buyer and the Buyer Guarantor has the requisite organizational power and authority to execute and deliver this Agreement and all of the other agreements and instruments to be executed and delivered by the Buyer or the Buyer Guarantor, as applicable, pursuant hereto (collectively, the “Buyer Ancillary Agreements”), to consummate the transactions contemplated hereby and thereby and to comply with the terms, conditions and provisions hereof and thereof.

(b)     The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by each of the Buyer and the Buyer Guarantor have been duly authorized and approved by all necessary organizational action on the part of the Buyer and the Buyer Guarantor and do not require any further authorization or consent on the part of the Buyer, the Buyer Guarantor or any of their Affiliates. This Agreement is, and each other Buyer Ancillary Agreement when executed and delivered by the Buyer or the Buyer Guarantor, as applicable, and the other parties thereto will be, a legal, valid and binding agreement of the Buyer or the Buyer Guarantor, as applicable, enforceable in accordance with its respective terms, except in each case as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(c)     Except for the FCC Consent, the DOJ Consent, as my be required by the WARN Act or other similar Laws, and as set forth in Schedule 4.2, none of the execution, delivery and performance by the Buyer or the Buyer Guarantor of this Agreement, or by the Buyer or the Buyer Guarantor, as applicable, of the Buyer Ancillary Agreements to which it is a party, the consummation by the Buyer or the Buyer Guarantor, as applicable, of the transactions contemplated hereby or thereby or compliance by the Buyer or the Buyer Guarantor, as applicable, with or fulfillment by the Buyer or the Buyer Guarantor, as applicable, of the terms, conditions and provisions hereof or thereof will:

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(i)     conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon any assets of the Buyer under, (A) the certificate of incorporation, bylaws or other organizational documents of the Buyer or the Buyer Guarantor, as applicable, or (B) any material indenture, note, mortgage, lease, guaranty or agreement, or any material judgment, Order, award or decree, to which the Buyer or the Buyer Guarantor, as applicable, is a party; or

(ii)     require the approval, consent, authorization or act of, or the making by the Buyer or the Buyer Guarantor, as applicable, of any declaration, filing or registration with, any third Person or any foreign, federal, state or local court, governmental or regulatory authority or body, except for any approval by the DOJ, as required by the DOJ Final Judgment, except, in any case, as would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the ability of the Buyer to perform its obligations under this Agreement.

Section 4.3.     Litigation. None of the Buyer, the Buyer Guarantor or any of their Affiliates is a party to any action, suit or proceeding pending or, to the knowledge of the Buyer, threatened which, if adversely determined, would reasonably be expected to restrict the ability of the Buyer to consummate promptly the transactions contemplated by this Agreement. There is no Order to which the Buyer, the Buyer Guarantor or any of their Affiliates, is subject which would reasonably be expected to restrict the ability of the Buyer or the Buyer Guarantor to consummate promptly the transactions contemplated by this Agreement.

Section 4.4.     No Finder. None of the Buyer, the Buyer Guarantor or any of their Affiliates, or any party acting on any of their behalf has paid or become obligated to pay any fee or commission to any broker, finder or intermediary for or on account of the transactions contemplated by this Agreement for which the Seller Parties or their Affiliates may become liable.

Section 4.5.     Qualifications as FCC Licensee.

(a)     The Buyer is legally, financially and otherwise qualified to be the licensee of, and to acquire, own, operate and control, the Station under the Communications Act, including the provisions relating to media ownership and attribution, foreign ownership and control, and character qualifications. To the Buyer’s knowledge, there are no facts or circumstances with respect to the Buyer or Buyer Group Members that would (i) disqualify the Buyer as the assignee of the Seller FCC Authorizations or as the owner and operator of the Station, (ii) delay the FCC’s processing of the FCC Applications, or (iii) cause the FCC to impose a material condition or conditions on its granting of the FCC Consent. No waiver of or exemption from, whether temporary or permanent, any provision of the Communications Act, or any divestiture or other disposition by the Buyer or any of their respective Affiliates of any asset or property, is necessary for the FCC Consent to be obtained under the Communications Act.

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Section 4.6.     Financial Capacity. The Buyer has, as of the date of this Agreement, and will have, as of the Closing Date, on hand (or access through committed credit facilities to) adequate funds to perform all of its obligations under this Agreement.

ARTICLE V

ACTION PRIOR TO THE CLOSING DATE

The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:

Section 5.1.     Access to the Business. Upon the written request of the Buyer, the Seller Parties shall use reasonable efforts to afford to the officers, employees and authorized representatives of the Buyer (including independent public accountants, attorneys and consultants) reasonable access during normal business hours, and upon reasonable prior notice, to the offices, properties, employees and business and financial records of the Business to the extent reasonably necessary for Buyer’s transition planning and shall furnish to the Buyer or its authorized representatives such additional information concerning the Business as shall be reasonably requested to the extent reasonably necessary for Buyer’s transition planning; provided, however, that the Seller Parties or their Affiliates shall not be required to violate any obligation of confidentiality or other obligation under applicable Law to which the Seller Parties or any of their respective Affiliates are subject in discharging their obligations pursuant to this Section 5.1. The Buyer agrees that any such access shall be conducted in such a manner as not to interfere unreasonably with the operations of Business, the Seller Parties or their Affiliates. Notwithstanding the foregoing, none of the Seller Parties or their respective Affiliates shall be required to (i) take any action which would constitute a waiver of attorney-client or other privilege or would compromise the confidential information of the Seller Parties or their Affiliates not related to the Business, (ii) supply the Buyer with any information which, in the reasonable judgment of the Seller Parties, the Seller Parties or any of their Affiliates are under a contractual or legal obligation not to supply or (iii) permit the Buyer or any of its Affiliates to conduct any sampling of soil, sediment, groundwater, surface water or building material. Any information disclosed to the Buyer by the Seller Parties under this Section 5.1 shall be held in accordance with the Confidentiality Agreement, dated as of June 19, 2014 (the “Confidentiality Agreement”), by and between Media General, LIN and Buyer Guarantor.

Section 5.2.      Notification of Certain Matters.

(a)     The Buyer or the Buyer Guarantor, on the one hand, and the Seller Parties, on the other hand, shall promptly notify the other upon becoming aware of any material breach of any of their own respective representations or warranties contained in this Agreement.

(b)     Each party shall promptly notify the other of any action, suit or proceeding that shall be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement. The Seller Parties shall promptly notify the Buyer, and the Buyer shall promptly notify the Seller Parties, of any lawsuit, claim, proceeding or investigation that is threatened, brought, asserted or commenced against the other which would have been listed in Schedule 3.16 or would be an exception to Section 4.3 if such lawsuit, claim, proceeding or investigation had arisen prior to the date hereof.

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Section 5.3.     FCC Consent; Other Consents and Approvals.

(a)     As promptly as practicable after the date hereof, but in any event no later than five (5) Business Days hereafter, the Seller Parties, the Buyer and their respective Affiliates, as applicable, shall file with the FCC the necessary applications requesting its consent to the Assignment of the Seller FCC Authorizations to the Buyer, as contemplated by this Agreement (the “FCC Applications”). The Seller Parties and the Buyer shall, or shall cause their respective Affiliates to, cooperate in the preparation of such applications and will diligently take, or cooperate in the taking of, all necessary, desirable and proper steps, provide any additional information required by the FCC and shall use reasonable best efforts to obtain promptly the FCC Consent; provided, however, that the parties hereto acknowledge and agree that Seller Parties or their Affiliates may take various actions solely related to obtaining necessary approvals for the Mergers and to consummate the Mergers, including amending the Seller Parties’ portion of the FCC Applications (which may affect the timing of FCC action with respect to the FCC Applications), and such actions shall not be deemed a violation of this obligation except to the extent such actions would be reasonably likely to result in the return, dismissal, or withdrawal of the FCC Applications or denial of the FCC Consent. The Seller Parties, on the one hand, and the Buyer, on the other hand, shall bear the cost of FCC filing fees relating to the FCC Applications equally. The Buyer and the Seller Parties shall oppose any petitions to deny or other objections filed with respect to the FCC Applications to the extent such petition or objection relates to any such party. Neither Seller Parties nor Buyer shall, and each shall cause its Affiliates not to, take any intentional action that would, or intentionally fail to take such action the failure of which to take would, reasonably be expected to have the effect of preventing the successful prosecution of the FCC Applications or materially delaying the receipt of the FCC Consent; provided, however, that the parties hereto acknowledge and agree that the Seller Parties and their respective Affiliates may take various actions solely related to obtaining necessary approvals for the Mergers and to consummate the Mergers, including amending the FCC Applications (which may affect the timing of FCC action with respect to the FCC Applications), and such actions shall not be deemed a violation of this obligation except to the extent such actions would be reasonably likely to result in the return, dismissal, or withdrawal of the FCC Applications or denial of the FCC Consent. The parties agree that they will cooperate to amend the FCC Applications as may be necessary or required to reflect the consummation of the Mergers or to otherwise obtain the timely grant of the FCC Consent.

(b)     The Seller Parties and the Buyer shall, use their respective reasonable best efforts to consummate and make effective the transactions contemplated hereby and to cause the conditions set forth in Article VII and Article VIII to be satisfied as promptly as reasonably practicable after the date hereof, including (i) in the case of the Buyer, the obtaining of all necessary approvals under any applicable communications or broadcast Laws required in connection with this Agreement, (ii) the obtaining of all necessary actions or nonactions, consents and approvals from Governmental Bodies or other persons necessary in connection with the consummation of the transactions contemplated by this Agreement and, in the case of the Seller Parties, the Mergers (including, but not limited to, the DOJ Consent and consents and approvals required pursuant to the DOJ Final Judgment) and the making of all necessary registrations and filings (including filings with Governmental Bodies if necessary) and the taking of all reasonable steps as may be necessary to obtain an approval from, or to avoid an action or proceeding by, any Governmental Body or other persons necessary in connection with the consummation of the transactions contemplated by this Agreement, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Body vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to fully carry out the purposes of this Agreement; provided, however, that the Seller Parties and their respective Affiliates may take various actions solely related to obtaining necessary approvals for the Mergers and to consummate the Mergers, including amending the FCC Applications, and such actions shall not be deemed a violation of this obligation except to the extent such actions would be reasonably likely to result in the return, dismissal, or withdrawal of the FCC Applications or denial of the FCC Consent. Notwithstanding any provision to the contrary in this Agreement, none of the Buyer or its Affiliates shall be obligated to divest or agree to divest any station or assets in connection with or relating to obtaining any consent or approval of any Person, notifying or making any filings with any Person concerning the transactions contemplated by this Agreement, or attempting to consummate and make effective the transactions contemplated by this Agreement or cause the conditions in Articles VII and VIII to be satisfied.

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(c)     The Seller Parties and the Buyer shall, and shall cause their respective Affiliates to, use reasonable best efforts to obtain all consents, approvals and amendments from the parties to the Station Agreements which are required by the terms thereof or this Agreement for the consummation of the transactions contemplated by this Agreement; provided, however, that none of the Seller Parties, the Buyer or any of their Affiliates shall have any obligation to offer or pay any consideration in order to obtain any such consents or amendments, including, any obligation to accept or agree to any restrictions, limitations, Encumbrances, to incur any obligation, liability, or to amend, modify or otherwise alter the terms of any contract or agreement with any such party that is not included in the Purchased Assets or, insofar as any Multi-Station Contract relates to Other Seller Stations (as such terms are defined in Section 5.6), the terms thereof relating to Other Seller Stations; and provided, further, that the parties acknowledge and agree that such third party consents are not conditions to Closing, except for the certain third party consent set forth on Schedule 5.3(c) (the “Required Consent”). All such consents and amendments shall be in writing and executed copies thereof shall be delivered to the Buyer and Seller Parties promptly after receipt thereof by the applicable parties. None of the Seller Parties and Buyer shall, and the Seller Parties and Buyer shall cause their Affiliates not to, agree to any modification of any Station Agreements in the course of obtaining any consent or amendment where such modification would materially adversely affect the Business.

Section 5.4.     Operations of the Station Prior to the Closing Date.

(a)     Subject to Section 6.3, prior to the Closing Date, except as approved by the Buyer in writing (which approval shall not be unreasonably withheld, delayed or conditioned), the Seller Parties shall cause the Business to be conducted in the ordinary course of the Business consistent with past practice, and to the extent consistent therewith:

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(i)     continue to promote and conduct advertising on behalf of the Station at levels substantially consistent with past practice;

(ii)     keep and maintain the Purchased Assets in good operating condition and repair (wear and tear in ordinary usage excepted);

(iii)     maintain the business organization of the Station intact;

(iv)     preserve the Business and the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business;

(v)     maintain the Station’s MVPD carriage in the Market existing as of the date of this Agreement, and timely make retransmission consent elections (and not elect must carry) with all MVPDs in the Market having one thousand (1,000) or more subscribers;

(vi)     maintain in full force and effect the Seller FCC Authorizations and other material Governmental Permits required to carry on the Stations Business, including promptly filing renewal applications, timely filing required FCC reports, and timely paying annual regulatory fees;

(vii)     deliver to the Buyer, within ten (10) days after filing, copies of any applications or responses to the FCC related to the Station that are filed during such period;

(viii)     notify the Buyer of any action, proceeding, or matter that occurs after the date hereof that would have had to be disclosed in Schedule 3.8(c) had such action, proceeding, or matter occurred prior to the date hereof; and

(ix)     operate in all material respects in accordance with, and comply with, the Communications Act and with all other Laws applicable to the Business or the Purchased Assets.

(b)     Notwithstanding Section 5.4(a) and subject to Section 6.3 regarding control of the Station, except (w) as expressly contemplated by this Agreement, (x) as set forth in Schedule 5.4(b), (y) as required by applicable Laws or by any Governmental Body of competent jurisdiction, or (z) with the prior written consent of the Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), the Seller Parties shall not, and shall cause their Affiliates not to, in respect of the Station, the Business or the Purchased Assets:

(i)     enter into any Contract or commitment that (x) involves the payment or potential payment of more than $50,000 per annum or $150,000 in the aggregate, (y) has a term in excess of one year, or (z) would be required to be listed on Schedule 3.14 were the Seller Parties or their Affiliates a party thereto as of the date of this Agreement, other than in the ordinary course of the Business and consistent with past practice;

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(ii)     amend, waive, modify or consent to the termination of any Assumed Contract, or amend, waive, modify or consent to the termination of any material right of the Seller Parties’ or their Affiliates’ thereunder, in each case, other than in the ordinary course of the Business and consistent with past practice; or notwithstanding Section 5.4(b)(i), enter into, amend, or renew any Contract with the Rentrak Corporation or its Affiliates;

(iii)     other than those capital expenditures listed in Schedule 5.4(b)(iii), make or authorize any new capital expenditures in excess of $125,000 in the aggregate, other than in the ordinary course of the Business and consistent with past practice or emergency repairs necessary for the continued operation of the Business;

(iv)     sell, lease (as lessor), transfer or otherwise dispose of or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of the material assets or properties relating to the Purchased Assets, other than the sale, lease (as lessor), transfer or other disposal of property in the ordinary course of the Business or pursuant to existing contracts or commitments, and other than Permitted Encumbrances;

(v)     hire any Person that would be an Employee as a department head or anchor or chief on-air talent (provided that the Seller Parties may hire any Person to be an Employee as a department head or anchor or chief on-air talent as long as the applicable Seller Party reasonably consults the Buyer with respect to such Person’s employment prior thereto); and other than in the ordinary course of the Business, hire any Person that would be an Employee, or terminate any Employee other than for cause as determined in good faith by any of the Seller Parties, who earns base compensation at an annual rate exceeding $150,000;

(vi)     make, revoke or change any Tax election or settle or compromise any Tax liability, in each case relating to the Business, other than on a basis consistent with past practice;

(vii)     take or fail to take any action that could reasonably be expected to cause the FCC or any other Governmental Body to institute proceedings for the suspension, revocation or adverse modification of any of the Seller FCC Authorizations in any material respect;

(viii)     other than in the ordinary course of the Business, enter into any new, or materially modify the terms of any existing, Employment Agreement with any Employee other than as required by Law;

(ix)     materially increase the cash compensation of the Employees, other than changes made in accordance with normal compensation practices and consistent with past compensation practices or as required by Law or by the terms of existing Contracts or Employee Plans;

(x)     enter into any Contract with any Related Party of a Seller Party;

(xi)     incur any liability that would constitute an Assumed Liability, except in the ordinary course of the Business consistent with past practice or as required by Law or by the terms of existing Contracts or Employee Plans;

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(xii)     settle any litigation, claims or Proceedings to the extent arising out of or related to the Purchased Assets, the Assumed Liability or the Business, other than in the ordinary course of the Business and consistent with past practice;

(xiii)     establish, adopt, enter into or amend in any material respect any collective bargaining agreement or Employee Plan other than as required by Law or by the terms of existing Contracts or Employee Plans;

(xiv)     adversely modify any of the Seller FCC Authorizations;

(xv)     apply to the FCC for any FCC license, construction permit, authorization or any modification thereto that would restrict the Business after the Closing, it being expressly understood and acknowledged that one or more of the Seller Parties or their Affiliates with the FCC may enter into commitments or agreements with Governmental Bodies that contain restrictions applicable to the business of the Seller Parties after the Closing, including commitments by the Seller Parties or their Affiliates not to enter into sharing agreements with the Buyer or any of its Affiliates, and that this Agreement in no way restricts the ability of the Seller Parties or their Affiliates to do so; or

(xvi)     agree or commit to do any of the foregoing.

Section 5.5.     Public Announcement. None of the Seller Parties, the Buyer or any of their Affiliates shall, without the approval of the other, make any press release or other public announcement concerning the transactions contemplated by this Agreement, except as and to the extent that any such party shall be so obligated by Laws or by the rules, regulations or policies of any national securities exchange or association.

Section 5.6.     Multi-Station Contracts. Schedule 5.6 contains a list as of the date hereof of Contracts which are included in the Purchased Assets and to which one or more television stations of any of the Seller Parties or any of their Affiliates (an “Other Seller Station”) is party to, or has rights or obligations thereunder (any such contract or agreement, a “Multi-Station Contract”). The rights and obligations under the Multi-Station Contracts that are assigned to and assumed by Buyer (and included in the Purchased Assets and Assumed Liabilities, as the case may be) shall include only those rights and obligations under such Multi-Station Contracts that are applicable to the Station. The rights of each Other Seller Station with respect to such contract or agreement and the obligations of each Other Seller Station to such contract or agreement shall not be assigned to and assumed by Buyer (and shall be Excluded Assets and Excluded Liabilities, as applicable). For purposes of determining the scope of the rights and obligations of the Multi-Station Contracts, the rights and obligations under each Multi-Station Contract shall be equitably allocated among (1) the Station, on the one hand, and (2) the Other Seller Stations, on the other hand, in accordance with the following equitable allocation principles:

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(a)     any allocation set forth in the Multi-Station Contract shall control; and

(b)     if there is no allocation in the Multi-Station Contract as described in clause (a) hereof, then any reasonable allocation (to be determined by mutual good faith agreement of the Seller Parties and Buyer) shall control.

(c)     Subject to any applicable third-party consents, such allocation and assignment with respect to any Multi-Station Contract shall be effectuated, at the election of the Buyer, by termination of such Multi-Station Contract in its entirety with respect to the Station and the execution of new contracts with respect to the Station or by an assignment to and assumption by Buyer of the related rights and obligations under such Multi-Station Contract. The parties shall use commercially reasonable efforts to obtain any such new contracts or assignments to, and assumptions by, Buyer in accordance with this Section 5.6; provided, that, completion of documentation of any such allocation under this Section 5.6 is not a condition to Closing.

ARTICLE VI

ADDITIONAL AGREEMENTS

Section 6.1.     Taxes.

(a)     The Seller Parties shall prepare and timely file all Tax Returns with respect to the Business and the Purchased Assets for taxable periods ending prior to the Closing Date, and shall pay all Taxes reflected on such Tax Returns. The Buyer shall prepare and timely file all Tax Returns with respect to the Business and the Purchased Assets for taxable periods beginning on or after the Closing Date, and for all periods beginning before and ending after the Closing Date (each such period, a “Straddle Period”) and shall pay all Taxes reflected on such Tax Returns. Notwithstanding this Section 6.1(a), (i) in the case of all real property Taxes, personal property Taxes and similar ad valorem obligations with respect to the Business or any of the Purchased Assets for any Straddle Period, such property Taxes, personal property Taxes and similar ad valorem obligations shall be apportioned between the Seller Parties, on the one hand, and the Buyer, on the other hand, based on the number of days of such Tax period up to and including the day prior to the Closing Date and the number of days of such Tax period including and after the Closing Date, and the Seller Parties shall be liable for the proportionate amount of such Taxes that is attributable to the portion of the Tax period up to and including the day prior to the Closing Date, and the Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the portion of the Tax period including and after the Closing Date, and (ii) in the case of all other Taxes with respect to the Business or any of the Purchased Assets for any Straddle Period (other than federal, state and local income Taxes arising out of, or attributable to, or resulting from the sale of the Purchased Assets and the Business or the transactions contemplated by this Agreement), such Taxes shall be apportioned between the Seller Parties, on the one hand, and the Buyer, on the other hand, based on a “closing of the books” basis as if the relevant Tax period ended on the day prior to the Closing Date, and the Seller Parties shall be liable for the amount of such Taxes that is attributable to the portion of the Tax period up to and including the day prior to the Closing Date, and the Buyer shall be liable for the amount of such Taxes that is attributable to the portion of the Tax period including and after the Closing Date.

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(b)     The Seller Parties shall, and shall cause their Affiliates to, pay all federal, state and local income Taxes of the Seller Parties or their Affiliates, as applicable, arising out of, or attributable to, or resulting from the sale of the Purchased Assets and the Business contemplated by this Agreement.

(c)     Any Transfer Taxes shall be borne fifty percent (50%) by the Buyer and fifty percent (50%) by the Seller Parties. The Seller Parties and the Buyer shall reasonably cooperate in the preparation, execution and filing of all Tax Returns, questionnaires, applications or other documents regarding any such Transfer Taxes and in seeking or perfecting any available exemption from Transfer Taxes.

(d)     The Seller Parties or the Buyer, as the case may be, shall promptly provide reimbursement for any Tax paid by the other party which is the responsibility of the Seller Parties or the Buyer, as the case may be, in accordance with the terms of this Section 6.1. Within a reasonable time prior to the payment of any such Tax, the party paying such Tax shall give notice to the other party of the Tax payable and the portion which is the liability of each party, although failure to do so will not relieve the other party from its liability hereunder. The Buyer shall promptly notify the Seller Parties in writing upon receipt by the Buyer or any of its Affiliates of notice of any pending or threatened Tax audits, examinations or assessments which may affect the Tax liabilities for which the Seller Parties would be liable pursuant to this Section 6.1. The Seller Parties shall have the sole right to control any Tax audit or administrative or court proceeding relating to taxable periods ending before the Closing Date, and to employ counsel of their choice at their expense. In the case of any Straddle Period, the Seller Parties shall be entitled to participate at their expense in any Tax audit or administrative or court proceeding relating in whole or in part to Taxes attributable to the portion of such Straddle Period ending on the day prior to the Closing Date, and at the sole expense of the Seller Parties, may assume control of such audit or proceeding as to Taxes attributable to the portion of the Straddle Period ending on the day prior to the Closing Date. Regardless of which party assumes the defense of any such Tax audit or administrative or court proceeding, the parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Tax audit or administrative or court proceeding. Such cooperation shall include providing records and information that are relevant to such Tax audit or administrative or court proceeding, and making each parties’ employees and officers available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and to act as a witness or respond to legal process. The Buyer may not, and shall cause its Affiliates not to, settle any Tax claim for any taxable period ending prior to the Closing Date (or for the portion of any Straddle Period ending on the day prior to the Closing Date) without the prior written consent of the Seller Parties, which consent shall not be unreasonably withheld, delayed or conditioned.

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(e)     Each of the Seller Parties and the Buyer shall have the right to assign its respective rights under this Agreement (but without release of its respective obligations herein and without release of the other party’s obligations herein) to a third party who may act as a “qualified intermediary” or an “exchange accommodation titleholder” with respect to this Agreement in accordance with the provisions of Section 1031 of the Code, the Treasury Regulations promulgated thereunder, and any corresponding state or local income Tax Laws (such assignment and related transactions, a “Like-Kind Exchange”); provided that such assignment does not materially hinder or delay the consummation of the transactions contemplated by this Agreement or the prosecution of the FCC Applications. If either party elects to engage in a Like-Kind Exchange, the party so electing (the “Electing Party”) shall notify the other party of its election in writing no later than five (5) days prior to the Closing. The Electing Party shall bear its own expenses in connection with any such election to engage in a Like-Kind Exchange. Each of the Seller Parties and the Buyer, as the case may be, shall cooperate fully with the Electing Party, and take any action reasonably requested by the Electing Party, in connection with enabling the transactions to qualify in whole or in part as a Like-Kind Exchange; provided, however, that such actions do not impose any liabilities, including any unreimbursed monetary obligations or costs, on the Seller Parties or the Buyer, as the case may be, and that the Electing Party shall promptly reimburse the other party for any third-party costs reasonably incurred in connection with such election, including as the result of any subsequent review of such election by any Governmental Body or any attendant tax consequences.

Section 6.2.     Employees; Employee Benefit Plans

(a)     Employment. The Seller Parties shall provide an updated Schedule 3.12 to the Buyer no later than thirty (30) days prior to the Closing (provided that the Buyer provides the Seller Parties with reasonable advance written notice of the Closing Date). As of or before the Closing, the Buyer shall offer employment to each Employee who (i) is not then on authorized leave of absence, sick leave, short or long term disability leave, military leave or layoff with recall rights (“Active Employees”); or (ii) is then on authorized leave of absence, sick leave, short term disability leave, military leave or layoff with recall rights and who returns to active employment immediately following such absence and within six (6) months of the Closing Date, or such later date as required under applicable Laws (“Inactive Employees”) it being understood that Buyer shall not be obligated to offer employment to any Employee whose principal work location is not at the Station or whose employment responsibilities relate substantially to the corporate operations of the Seller Parties or their Affiliates or the business of one or more of the other stations owned by the Seller Parties or their Affiliates, and such Persons shall not be deemed Transferred Employees for any purpose. For the purposes hereof, all Active Employees, or Inactive Employees who accept an offer of employment from the Buyer and commence employment on the applicable Employment Commencement Date are hereinafter referred to collectively as the “Transferred Employees,” and the “Employment Commencement Date” as referred to herein shall mean (x) as to those Transferred Employees who are Active Employees, the Closing Date, and (y)  those Transferred Employees who are Inactive Employees, the date on which the Transferred Employee begins employment with the Buyer. The Buyer shall employ at-will those Transferred Employees who do not have employment agreements with any of the Seller Parties initially at a salary and position and on terms and conditions determined by the Buyer but with monetary compensation (consisting of base salary, and, as applicable, commission rate and normal bonus opportunity) substantially the same as those provided by the applicable Seller Party immediately prior to the Employment Commencement Date. The initial terms and conditions of employment for those Transferred Employees who have Employment Agreements with the Seller Parties shall be as set forth in such Employment Agreements, which shall, to the extent permitted under the applicable agreements, be assigned to Buyer and assumed by Buyer. The Buyer agrees that it or one of its Affiliates shall, for at least one (1) year after the Closing Date, provide each Transferred Employee who remains employed with the Buyer with employee benefits that are substantially similar to the employee benefits (but not pension benefits) provided to similarly situated employees of Hearst Properties Inc. The Buyer agrees that it and its Affiliates, for at least one (1) year after the Closing Date, shall provide severance benefits to the Transferred Employees on terms that are substantially similar to those provided to similarly situated employees of Hearst Properties Inc. With respect to all Employees, the Seller Parties shall be responsible for all liabilities, compensation, and any benefits (including severance) arising prior to or in connection with or as a result of the termination by the Seller Parties or their Affiliates of such Employees (in accordance with Seller Parties’ and their Affiliates’ employment terms) or with respect to any Employee who does not accept Buyer’s offer for employment.

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(b)     Service Credit. From and after the Closing Date, for purposes of determining eligibility to participate and vesting only under any plan maintained by the Buyer or its Affiliates in which Transferred Employees are eligible to participate, the Buyer shall, and shall cause its Affiliates to, recognize or cause to be recognized each Transferred Employee’s service with the Seller Parties or any of their Affiliates, and with any predecessor employer, to the same extent recognized by the Seller Parties, as service with the Buyer or any of its Affiliates to the same extent such service was recognized immediately prior to the Closing under a comparable benefit plan in which such Transferred Employee was eligible to participate immediately prior to the Closing, except that such service need not be recognized to the extent such recognition would result in the duplication of benefits for the same period of service.

(c)     401(k) Plan. The Buyer shall cause a tax-qualified defined contribution plan established or designated by the Buyer or any of its Affiliates (“Buyer’s 401(k) Plan”) to accept rollover contributions from the Transferred Employees of any account balances distributed to them as a result of the transactions contemplated by this Agreement by the existing tax-qualified defined contribution plan established or designated by the Seller Parties or any of their Affiliates. The Buyer shall, and shall cause its Affiliates to, allow any such Transferred Employees’ outstanding plan loan to be rolled into Buyer’s 401(k) Plan. The distribution and rollover described herein shall comply with applicable Laws, and the Buyer and the Seller Parties shall, and shall cause their respective Affiliates to, make all filings and take any actions required of each such Person by applicable Laws in connection therewith. The Buyer shall cause Buyer’s 401(k) Plan to credit Transferred Employees with service credit for eligibility and vesting purposes for service recognized for the equivalent service under Seller’s 401(k) Plan.

(d)     Welfare Plans. The Seller Parties shall retain responsibility for and continue to pay all medical, life insurance, disability and other welfare plan expenses and benefits for each Transferred Employee with respect to claims incurred under the terms of the Employee Plans by such employees or their covered dependents prior to the Employment Commencement Date and shall retain responsibility for any and all liability or other obligation under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws in connection with the transactions contemplated by this Agreement with respect to any group health plan of any of the Seller Parties or their Affiliates. Further, the Seller Parties shall not commit any act or omission which would directly or indirectly give rise to any liability or other obligation on the part of the Buyer or any of its Affiliates (or any group health plan relating to the Buyer or any of its Affiliates) as or in relation to a “successor employer” (i) under Code Section 4980B or Sections 601-608 of ERISA or other applicable Law in connection with the transactions contemplated by this Agreement or any group health plan relating to the Seller Parties or their Affiliates, or (ii) in connection with any Employee Plan. With respect to any welfare benefit plans maintained by the Buyer or any of its Affiliates for which the Transferred Employees are eligible to participate on and after the Employment Commencement Date, to the extent permitted by Laws and the terms of those welfare benefit plans, the Buyer shall, and shall cause its Affiliates to (a) cause there to be waived any eligibility requirements or pre-existing condition limitations to the same extent waived generally by the Buyer and its Affiliates with respect to their employees and (b) give effect, in determining any deductible and maximum out-of-pocket limitations, amounts paid by such Transferred Employees with respect to similar plans maintained by the Seller Parties or their Affiliates.

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(e)     Vacation. The Buyer shall assume as of Closing all liabilities for unpaid, accrued vacation of each Transferred Employee as of the Employment Commencement Date, giving service credit under the vacation policy of the Buyer for service with the Seller Parties, and shall permit Transferred Employees to use their vacation entitlement accrued as of Closing in accordance with the policy of the Seller Parties as of Closing for carrying over unused vacation. Notwithstanding any provision in this Agreement to the contrary, no Transferred Employee shall be entitled to receive duplicate credit for the same period of service.

(f)     Sick Leave. The Buyer shall grant credit under the policy of the Buyer to Transferred Employees for all unused sick leave accrued by Transferred Employees on the basis of their service during the current calendar year as employees of the Seller Parties and their Affiliates.

(g)     Flexible Spending Accounts. Effective as of Closing, the Buyer shall establish flexible spending accounts for medical and dependent care expenses for Transferred Employees covered by that type of account in an Employee Plan as of immediately prior to the Closing. The Buyer shall credit such accounts with the amount (positive or negative) credited as of the Closing Date to such Transferred Employees under the Employee Plan. The existing flexible spending account elections for such employees as of the Closing Date shall apply under the Buyer’s post-Closing flexible spending account plan year in which the Closing Date occurs. As soon as practicable after the Closing Date, (i) the Seller Parties shall pay to the Buyer in cash the amount, if any, by which the aggregate contributions made by covered employees to the Seller Parties’ flexible spending accounts exceeded the aggregate benefits provided to such employees as of the Closing Date or (ii) the Buyer shall pay to the Seller Parties in cash the amount, if any, by which aggregate benefits provided to such employees under the Seller Parties’ flexible spending accounts exceeded the aggregate contributions made by such employees as of the Closing Date.

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(h)     Payroll Matters.

(i)     The Seller Parties and the Buyer shall follow the “standard procedures” for preparing and filing Internal Revenue Service Forms W-2 (Wage and Tax Statements), as described in Revenue Procedure 2004-53 for Transferred Employees. Under this procedure, (i) the Seller Parties shall provide all required Forms W-2 to (x) all Transferred Employees reflecting wages paid and taxes withheld by the Seller Parties prior to the Employment Commencement Date, and (y) all other employees and former employees of the Seller Parties who are not Transferred Employees reflecting all wages paid and taxes withheld by the Seller Parties, and (ii) the Buyer (or one of its Affiliates) shall provide all required Forms W-2 to all Transferred Employees reflecting all wages paid and taxes withheld by the Buyer (or one of its Affiliates) on and after the Employment Commencement Date.

(ii)     The Seller Parties and the Buyer shall adopt the “alternative procedure” of Revenue Procedure 2004-53 for purposes of filing Internal Revenue Service Forms W-4 (Employee’s Withholding Allowance Certificate) and W-5 (Earned Income Credit Advance Payment Certificate). Under this procedure, the Seller Parties shall provide to the Buyer all Internal Revenue Service Forms W-4 and W-5 on file with respect to each Transferred Employee and any written notices received from the Internal Revenue Service under Reg. § 31.3402(f)(2)-1(g)(5) of the Code, and the Buyer will honor these forms until such time, if any, that such Transferred Employee submits a revised form.

(iii)     With respect to garnishments, tax levies, child support orders, and wage assignments in effect with the Seller Parties on the Employment Commencement Date for Transferred Employees and with respect to which the Seller Parties have notified the Buyer in writing, the Buyer shall, and shall cause its Affiliates to, honor such payroll deduction authorizations with respect to Transferred Employees and shall, or shall cause its Affiliates to, continue to make payroll deductions and payments to the authorized payee, as specified by a court or order which was filed with the Seller Parties on or before the Employment Commencement Date, to the extent such payroll deductions and payments are in compliance with applicable Laws, and the Seller Parties will continue to make such payroll deductions and payments to authorized payees as required by Laws with respect to all other employees of the Business who are not Transferred Employees. The Seller Parties shall, as soon as practicable after the Employment Commencement Date, provide the Buyer with such information in the possession of the Seller Parties as may be reasonably requested by the Buyer and necessary for the Buyer or its Affiliates to make the payroll deductions and payments to the authorized payee as required by this Section 6.2(i).

(i)     WARN Act. The Buyer and the Seller Parties agree to cooperate in good faith to determine whether any notification may be required under the Worker Adjustment and Retraining Act of 1988, as amended (the “WARN Act”) or other similar Laws, as a result of the transactions contemplated under this Agreement and, if such notices are required, to provide such notice in a manner that is reasonably satisfactory to each of the parties hereto.

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(j)     Without limiting the generality of Section 11.6, nothing in this Section 6.2, express or implied, is intended to confer on any Person (including any Transferred Employees and any current or former employees of the Seller Parties or any of their Affiliates) other than the parties hereto and their respective successors and assigns, any rights, benefits, remedies, obligations or liabilities under or by reason of this Section 6.2. Accordingly, notwithstanding anything to the contrary in this Section 6.2, the parties expressly acknowledge and agree that this Agreement is not intended to create a contract between the Buyer, the Seller Parties or any of their respective Affiliates, on the one hand, and any employee of the Seller Parties on the other hand, and no employee of the Seller Parties or any of their Affiliates may rely on this Agreement as the basis for any breach of contract claim against the Buyer, the Seller Parties or any of their respective Affiliates.

Section 6.3.     Control of Operations Prior to Closing Date. Notwithstanding anything contained herein to the contrary, the sale of the Purchased Assets contemplated hereby shall not be consummated prior to the grant by the FCC of the FCC Consent. The Seller Parties and the Buyer acknowledge and agree that at all times commencing on the date hereof and ending on the Closing Date, (x) nothing in this Agreement, including Section 5.4, shall be construed to give the Buyer any right to, control, direct or otherwise supervise, or attempt to control, direct or otherwise supervise, any of the management or operations of the Station and (y) the Seller Parties shall have complete control and supervision of the programming, operations, policies and all other matters relating to the Station.

Section 6.4.     Bulk Transfer Laws. The Buyer hereby waives compliance by the Seller Parties or their Affiliates with the provisions of any so-called bulk sales or bulk transfer Law of any jurisdiction in connection with the sale of the Purchased Assets to the Buyer hereunder; provided, however, that, the Seller Parties will be liable and indemnify the Buyer for any liability arising from the Seller Parties’ non-compliance with any such Law.

Section 6.5.     Use of Names. The Seller Parties are not conveying ownership rights or granting the Buyer a license to use any of the Retained Names and Marks and, after the Closing, the Buyer shall not and shall not permit any of its Affiliates to use in any manner the Retained Names and Marks or any word that is similar in sound or appearance to such names or marks. In the event the Buyer violates any of its obligations under this Section 6.5, the Seller Parties may proceed against the Buyer in law or in equity for such damages or other relief as a court may deem appropriate. The Buyer acknowledges that a violation of this Section 6.5 may cause the Seller Parties irreparable harm, which may not be adequately compensated for by money damages. The Buyer therefore agrees that in the event of any actual or threatened violation of this Section 6.5, any of such parties shall be entitled, in addition to other remedies that they may have, to a temporary restraining order and to preliminary and final injunctive relief against the Buyer or any such Affiliate of the Buyer to prevent any violations of this Section 6.5, without the necessity of posting a bond.

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Section 6.6.     Accounts.

(a)     Effective as of the Closing Date, the Seller Parties hereby irrevocably constitute and appoint the Buyer as their true and lawful attorney-in-fact with full power of substitution (i) to collect in a reasonable manner consistent with reasonable past practice for the account of the Buyer any Purchased Assets and (ii) to institute and prosecute all proceedings that the Buyer may in its sole discretion deem proper in order to enforce any right, title or interest in, to or under the Purchased Assets, and to defend or compromise any and all actions, suits or proceedings in respect of the Purchased Assets.

(b)     All payments and reimbursements received by the Seller Parties or their Affiliates in connection with or arising out of the Purchased Assets or the Assumed Liabilities after the Closing shall be held by the Seller Parties in trust for the benefit of the Buyer and, promptly upon receipt by the Seller Parties or their Affiliates of any such payment or reimbursement, the Seller Parties shall pay over to the Buyer the amount of such payment or reimbursement without right of setoff.

(c)     All payments and reimbursements received by the Buyer in connection with or arising out of the Excluded Assets or the Excluded Liabilities after the Closing Date shall be held by the Buyer in trust for the benefit of the Seller Parties and, promptly upon receipt by the Buyer of any such payment or reimbursement, the Buyer shall pay over to the Seller Parties the amount of such payment or reimbursement without right of setoff.

Section 6.7.     Exclusivity. The Seller Parties shall not, and shall cause any of their Affiliates not to, (i) solicit, initiate, or encourage the submission of any proposal or offer from any Person relating to the acquisition, directly or indirectly, of the Station, the Business or the Purchased Assets, or (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the foregoing. The Seller Parties will notify the Buyer immediately if any Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing, and will provide the Buyer with all details in the possession of the Seller Parties or their Affiliates concerning such proposal, offer, inquiry, or contact.

Section 6.8.     Non-Solicitation.

(a)     For a period of one year following the Closing, the Seller Parties shall not, and shall cause its Affiliates not to, directly or indirectly through any Person or contractual arrangement: solicit, recruit or hire any person who at any time on or after the date of this Agreement is a Business Group Employee; provided, that the foregoing shall not prohibit (A) a general solicitation to the public of general advertising or similar methods of solicitation by search firms not specifically directed at Business Group Employees or (B) the Seller Parties or their Affiliates from soliciting, recruiting or hiring any Business Group Employee who replies to such general solicitations described in (A) above, has ceased to be employed or retained by the Seller Parties, the Buyer or any of their respective Affiliates for at least six (6) months, or otherwise contacts the Seller Parties, or their Affiliates on his or her own initiative. For purposes of this Section 6.8, “Business Group Employee” means the Transferred Employees and any employee of the Buyer or its Affiliates who is employed primarily in connection with the Station.

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(b)     The Seller Parties acknowledge that the covenants of the Seller Parties set forth in this Section 6.8 are an essential element of this Agreement and that any breach by the Seller Parties of any provision of this Section 6.8 will result in irreparable injury to the Buyer. The Seller Parties acknowledge that in the event of such a breach, in addition to all other remedies available at law, the Buyer shall be entitled to seek equitable remedies available at law in accordance with Section 11.16. The Seller Parties have independently consulted with its counsel and after such consultation agrees that the covenants set forth in this Section 6.8 are reasonable and proper to protect the legitimate interest of the Buyer.

(c)     If a court of competent jurisdiction determines that the character, duration or geographical scope of the provisions of this Section 6.8 are unreasonable, it is the intention and the agreement of the parties that these provisions shall be construed by the court in such a manner as to impose only those restrictions on the Seller Parties’ conduct that are reasonable in light of the circumstances and as are necessary to assure to the Buyer the benefits of this Agreement. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants of this Section 6.8 because taken together they are more extensive than necessary to assure to the Buyer the intended benefits of this Agreement, it is expressly understood and agreed by the parties that the provisions hereof that, if eliminated, would permit the remaining separate provisions to be enforced in such proceeding, shall be deemed eliminated, for the purposes of such proceeding, from this Agreement.

Section 6.9.     Title Insurance. The Seller Parties shall, and shall cause their respective Affiliates to use their respective commercially reasonable efforts to, prior to Closing and thereafter to the extent applicable, facilitate Buyer in obtaining, in form and substance reasonably satisfactory to it, for each Owned Real Property: (A) a 2006 ALTA Extended Coverage Form Policy of Title Insurance (together with all endorsements and affirmative coverages required by the Buyer) issued by one or more title insurance companies selected by the Buyer and (B) a currently dated, in-place survey prepared by a surveyor approved by the Buyer and registered or licensed in the state in which such real property is located in accordance with the 1999 Minimum Standard Detail Requirements for ALTA/ASCM Land Title Surveys and such other standards as the title company may require as condition to the removal of the standard survey exception from the title policy for such property and certified to the Buyer and any of its designees. Buyer shall provide the Seller Parties with copies of the title policies and surveys promptly upon receipt. The Buyer shall pay the fees, costs and expenses with respect to the title policies and surveys.

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ARTICLE VII

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLER PARTIES

The obligations of the Seller Parties under this Agreement to consummate the sale of the Purchased Assets contemplated hereby shall be subject to the satisfaction, fulfillment or, where legally possible, waiver, on or prior to the Closing Date, of the following conditions:

Section 7.1.     No Breach of Covenants and Warranties. (a) The Buyer shall have performed and complied in all material respects with its covenants and agreements contained herein required to be performed or complied with by it as of or prior to the Closing; and (b) each of the representations and warranties of the Buyer contained in this Agreement shall be true and correct on the Closing Date as though made on the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Date, in which case they need only have been true and correct as of such specified date or time), except where the failure of such representations and warranties to be true and correct (without giving effect to any qualifiers or exceptions relating to “materiality” set forth in such representations and warranties), individually or in the aggregate, has not had and would not be reasonably likely to have a material adverse effect on the ability of the Buyer to perform its obligations under this Agreement. In addition, the Buyer shall have delivered to the Seller Parties a certificate, dated as of the Closing Date, signed by an executive officer of the Buyer and certifying as to the satisfaction of the conditions specified in this Section 7.1.

Section 7.2.     No Restraint. There shall not be in effect any preliminary or permanent injunction or other Order, decree or ruling by a court of competent jurisdiction that restrains, enjoins or otherwise prohibits the consummation of the sale and purchase of the Purchased Assets and/or the assumption of the Assumed Liabilities contemplated hereby.

Section 7.3.     Certain Governmental Approvals.

(a)     The FCC Consent shall have been granted and shall be effective; and

(b)     Prior written approval by the DOJ of the terms of the transactions contemplated by this Agreement as prescribed in the DOJ Final Judgment and DOJ Consent shall have been obtained.

Section 7.4.     Mergers. The Mergers shall have been consummated.

Section 7.5.     Deliveries. The Buyer shall have made, or stands ready at the Closing to make, the deliveries contemplated by Section 2.8(b) to the Seller Parties.

Section 7.6.     WJCL Transaction. The transactions contemplated by the WJCL Asset Purchase Agreement shall have been consummated prior to or simultaneously with the Closing (provided that the condition precedent set forth in this Section 7.6 shall be deemed to have been waived by the Seller Parties in the event that all conditions precedent to consummation of the transactions under the WJCL Asset Purchase Agreement have been satisfied, fulfilled, or waived and the Seller Parties (as defined in the WJCL Asset Purchase Agreement) shall have failed to consummate such transactions in accordance with the terms thereof).

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ARTICLE VIII

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER

The obligations of the Buyer under this Agreement to consummate the purchase of the Purchased Assets and the assumption of the Assumed Liabilities contemplated hereby shall, be subject to the satisfaction, fulfillment or, where legally possible, waiver on or prior to the Closing Date, of the following conditions:

Section 8.1.     No Breach of Covenants and Warranties. (a) The Seller Parties shall have performed and complied in all material respects with their respective covenants and agreements contained herein required to be performed or complied with by them as of or prior to the Closing; and (b) each of the representations and warranties of the Seller Parties contained in this Agreement shall be true and correct on the Closing Date as though made on the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Date, in which case they need only have been true and correct as of such specified date or time), except where the failure of such representations and warranties to be true and correct (without giving effect to any qualifiers or exceptions relating to “materiality” or “Material Adverse Effect” set forth in such representations and warranties), would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. In addition, the Seller Parties shall have delivered to the Buyer a certificate, dated as of the Closing Date, signed by an executive officer of the Seller Parties and certifying as to the satisfaction of the conditions specified in this Section 8.1.

Section 8.2.     No Restraint. There shall not be in effect any preliminary or permanent injunction or other Order, decree or ruling by a court of competent jurisdiction that restrains, enjoins or otherwise prohibits the consummation of the sale and purchase of the Purchased Assets and/or the assumption of the Assumed Liabilities contemplated hereby.

Section 8.3.     Certain Governmental Approvals.

(a)     The FCC Consent shall have been granted and shall be effective, and in the event any petition to deny, application for review, or other objection has been filed with respect to the FCC Applications or the FCC Consent, at Buyer’s option, the FCC Consent shall have become a Final Order; provided, however, that if the Closing occurs before the FCC Consent shall become a Final Order, Buyer and Seller Parties shall have entered into a mutually acceptable unwind agreement providing for the unwinding of the Closing in the event the FCC Consent is reversed, rescinded, vacated, set aside or annulled; and

(b)     Prior written approval by the DOJ of the terms of the transactions contemplated by this Agreement as prescribed in the DOJ Final Judgment and DOJ Consent shall have been obtained.

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Section 8.4.     Closing Deliveries. The Seller Parties and their Affiliates shall have made, or stand ready at the Closing to make, the deliveries contemplated by Section 2.8(a) to the Buyer.

Section 8.5.     Required Consent. The Required Consent shall have been obtained and delivered to the Buyer without any modification, amendment, or conditions to the underlying Assumed Contract except as expressly approved by Buyer (such approval not to be unreasonably withheld, conditioned or delayed).

Section 8.6.     No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any change, event or development that, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect.

Section 8.7.     WJCL Transaction. The transactions contemplated by the WJCL Asset Purchase Agreement shall have been consummated prior to or simultaneously with the Closing.

ARTICLE IX

INDEMNIFICATION

Section 9.1.     Indemnification by the Seller Parties. From and after the Closing and subject to Section 11.1, the Seller Parties agree jointly and severally to indemnify, defend and hold harmless the Buyer Group Members from and against any and all Losses and Expenses imposed upon, or incurred or suffered by, any Buyer Group Member as a result of or arising out of or relating to or caused by:

(i)     any breach by any of the Seller Parties of, or any other failure of any of the Seller Parties to perform, any of their covenants, agreements or obligations pursuant to this Agreement or any Ancillary Agreements;

(ii)     any breach of or inaccuracy of any representation or warranty of any of the Seller Parties contained in this Agreement or any certificate delivered by or on behalf of any of the Seller Parties pursuant hereto;

(iii)     the Excluded Liabilities; or

(iv)     a Seller Party’s failure to comply with the terms and conditions of any bulk sales or bulk transfer or similar Laws of any jurisdiction that may be applicable to the sale or transfer of any or all of the Purchased Assets to the Buyer.

provided, however, that in respect of the Non-Fundamental Representations, the Seller Parties shall not be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 with respect to Losses and Expenses imposed upon, or incurred or suffered by, the Buyer Group Members until, and then only to the extent that, the aggregate amount of all such Losses and Expenses exceed one percent (1%) of the Purchase Price (the “Deductible”); and, provided, further, that the aggregate amount of Losses and Expenses that the Seller Parties shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 in respect of Non-Fundamental Representations shall not exceed the Cap. For purposes of this Agreement, the “Cap” means (a) an amount equal to ten percent (10%) of the Purchase Price. For purposes of clarity, the Deductible and the Cap shall not apply to the Fundamental Representations. Any qualification of the representations and warranties of the Seller Parties or their Affiliates by reference to materiality or Material Adverse Effect, where applicable, relating to the matters stated therein, or words of similar effect, shall be disregarded in determining the amount of Losses and Expenses arising therefrom; provided that the foregoing shall not apply to Section 3.4(a).

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Section 9.2.     Indemnification by the Buyer. From and after the Closing and subject to Section 11.1, the Buyer agrees to indemnify and hold harmless each of the Seller Parties from and against any and all Losses and Expenses imposed upon, or incurred or suffered by, any Seller Group Member as a result of or arising out of or relating to or caused by:

(i)     any breach by the Buyer of, or any other failure of the Buyer to perform, any of its covenants, agreements or obligations in this Agreement;

(ii)     any breach of or inaccuracy of any representation or warranty of the Buyer contained or in this Agreement or any certificate delivered by or on behalf of the Buyer pursuant hereto; or

(iii)     the Assumed Liabilities.

provided, however, that in respect of the Non-Fundamental Representations only, the Buyer shall not be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.2 with respect to Losses and Expenses imposed upon, or incurred or suffered by, Seller Group Members until, and then only to the extent that, the aggregate amount of all such Losses and Expenses exceed the Deductible; and, provided, further, that the aggregate amount of Losses and Expenses that the Buyer shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.2, other than in respect of the Non-Fundamental Representations, shall not exceed the Cap. Any qualification of the representations and warranties of the Buyer or its Affiliates by reference to materiality or Material Adverse Effect, where applicable, relating to the matters stated therein, or words of similar effect, shall be disregarded in determining the amount of Losses and Expenses arising therefrom.

Section 9.3.     Notice of Claims; Determination of Amount.

(a)     Any party seeking indemnification hereunder (the “Indemnified Party”) shall give promptly to the party or parties, as applicable, obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a written notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any certificate delivered hereunder upon which such claim is based. Subject to Section 11.1, the failure of any Indemnified Party to give the Claim Notice as required by this Section 9.3 shall not affect such Indemnified Party’s rights under this Article IX except to the extent such failure is actually materially prejudicial to the rights and obligations of the Indemnitor.

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(b)     In calculating any Loss or Expense there shall be deducted (i) any net amount actually recovered by the indemnified party under insurance policies or from any other third Person (and no right of subrogation shall accrue hereunder to any such insurer or other third Person) and (ii) any net Tax benefit actually realized. The Indemnitor shall not be entitled to require that any action be made or brought against any other Person before action is brought or claim is made against it hereunder by the Indemnified Party.

Section 9.4.     Third Person Claims.

(a)     In order for a party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified Party, such Indemnified Party shall notify the Indemnitor in writing, and in reasonable detail, of the third Person claim promptly, but in any event within ten (10) days, after receipt by such Indemnified Party of written notice of the third Person claim, which such notification must include a copy of the written notice of the third Person claim that was received by the Indemnified Party (the “Third Person Claim Notice”). Thereafter, the Indemnified Party shall deliver to the Indemnitor, promptly, but in any event within five (5) Business Days, after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claim, the Indemnified Party must notify the Indemnitor with a copy of the complaint promptly, but in any event within five (5) Business Days, after receipt thereof and shall deliver to the Indemnitor promptly, but in any event within seven (7) Business Days, after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Subject to Section 11.1, the failure of any Indemnified Party to promptly provide a Third Person Claim Notice as required by this Section 9.4 shall not affect such Indemnified Party’s rights under this Article IX except to the extent such failure is actually materially prejudicial to the rights and obligations of the Indemnitor.

(b)     In the event of the initiation of any legal proceeding against the Indemnified Party by a third Person that is exclusively for civil monetary damages at law, if the Indemnitor acknowledges in writing its obligation to indemnify the Indemnified Party against any and all Losses and Expenses that may result from such claim, the Indemnitor shall have the sole and absolute right after the receipt of a Third Person Claim Notice, at its option and at its own expense, to be represented by counsel of its choice and to control, defend against, negotiate, settle or otherwise deal with any proceeding, claim, or demand which relates to any loss, liability or damage indemnified against hereunder; provided, however, that the Indemnified Party may participate in any such proceeding with counsel of its choice and at its expense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demand. Prior to the time the Indemnified Party is notified by the Indemnitor as to whether the Indemnitor will assume the defense of such proceeding, claim or demand, the Indemnified Party shall use commercially reasonable efforts to take actions reasonably necessary to timely preserve the collective rights of the parties with respect to such proceeding, claim or demand, including responding timely to legal process. To the extent the Indemnitor elects not to defend such proceeding, claim or demand (or fails to confirm its election) within thirty (30) days after the giving by the Indemnified Party to the Indemnitor of a Third Person Claim Notice, the Indemnified Party may retain counsel reasonably acceptable to the Indemnitor, at the expense of the Indemnitor, and control the defense of, or otherwise deal with, such proceeding, claim or demand. Regardless of which party assumes the defense of such proceeding, claim or demand, the parties agree to cooperate with one another in connection therewith. Such cooperation shall include providing records and information that are relevant to such proceeding, claim or demand, and making each parties’ employees and officers available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and to act as a witness or respond to legal process. Whether or not the Indemnitor assumes the defense of such proceeding, claim or demand, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge or consent to a settlement of, or the entry of any judgment arising from, any such proceeding, claim or demand without the Indemnitor’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or judgment includes as an unconditional term thereof the release of the Indemnitor from all liability with respect to such proceeding, claim or demand, in which event no such consent shall be required. The Indemnitor shall not consent to a settlement of, or the entry of any judgment arising from, any such proceeding, claim or demand without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or judgment (a) relates solely to monetary damages for which the Indemnitor shall be responsible and (b) includes as an unconditional term thereof the release of the Indemnified Party from all liability with respect to such proceeding, claim or demand, in which event no such consent shall be required. After any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the time in which to appeal therefrom has expired, or a settlement shall have been consummated, or the Indemnified Party and the Indemnitor shall arrive at a mutually binding agreement with respect to each separate matter alleged to be indemnified by the Indemnitor hereunder, the Indemnitor shall pay all of the sums so owing to the Indemnified Party by wire transfer, certified or bank cashier’s check within ten (10) days after the date of such notice.

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(c)     The party that has assumed the control or defense of any such proceeding, claim or demand made by a third Person against the other party shall (a) provide the other party with the right to participate in any meetings or negotiations with any Governmental Body or other third Person and reasonable advance notice of any such meetings or negotiations, (b) provide the other party with the right to review in advance and provide comments on any draft or final documents proposed to be submitted to any Governmental Body or other third Person, and (c) keep the other party reasonably informed with respect to such proceeding, demand or claim, including providing copies of all documents provided to, or received from, any Governmental Body or any other third Person in connection with such proceeding, demand or claim. The Buyer Group Members, on the one hand, and the Seller Group Members, on the other hand, covenant and agree to maintain the confidence of all such drafts and comments provided by the other.

To the extent of any inconsistency between this Section 9.4 and Section 6.1(d) with respect to Taxes, the provisions of Section 6.1(d) shall control.

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Section 9.5.     Limitations; No Subrogation; Exclusive Remedies.

(a)     In any case where the Indemnified Party recovers from third Persons any amount in respect of a matter with respect to which the Indemnitor has indemnified it pursuant to this Article IX, the Indemnified Party shall promptly pay over to the Indemnitor the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery), but not in excess of any amount previously so paid by the Indemnitor to or on behalf of the Indemnified Party in respect of such matter.

(b)     From and after the Closing, none of the Seller Parties or their Affiliates or any of their respective employees or agents (as applicable) shall have any right of contribution, right of indemnity or other right or remedy against the Purchased Assets or any Person who owns, controls or operates the Business after the Closing, in connection with any indemnification obligation or any other liability to which such Seller Parties or their Affiliates or any of their respective employees or agents, may become subject under this Agreement..

(c)     Except for remedies that cannot be waived as a matter of law and injunctive, equitable and provisional relief, if the Closing occurs, this Article IX shall be the exclusive remedy for breaches of this Agreement (including any covenant, obligation, representation or warranty contained in this Agreement or in any certificate delivered pursuant to this Agreement) or otherwise relating to the subject matter of this Agreement, including any claims arising under any Environmental Laws; provided, however, that nothing contained in this Agreement shall relieve or limit the liability of any party for Losses and Expenses arising out of or resulting from such party’s fraud, criminal activity, intentional misrepresentation, or willful misconduct in connection with the transactions contemplated by this Agreement or the Ancillary Agreements.

Section 9.6.     No Special Damages; Mitigation. Notwithstanding anything to the contrary contained in this Agreement, none of the parties hereto shall have any liability under any provision of this Agreement for any punitive, incidental, consequential, special, or indirect damages, except to the extent such damages are payable to a third Person. Each of the parties agrees to take all reasonable steps to mitigate their respective Losses and Expenses upon and after becoming aware of any event or condition which could reasonably be expected to give rise to any Losses and Expenses that are indemnifiable hereunder, including using its commercially reasonable efforts to obtain insurance proceeds or other recoveries from third Persons in respect thereof.

Section 9.7.     Effect of Knowledge. The right to rely on the representations, warranties, covenants and agreements in this Agreement or any Ancillary Agreement and the right to indemnification or any other remedy based on representations, warranties, covenants and agreements in this Agreement or any Ancillary Agreement shall not be affected by any investigation conducted at any time, or any knowledge or information acquired or capable of being acquired at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement.

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ARTICLE X

TERMINATION

Section 10.1.     Termination.

(a)     Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated at any time prior to the Closing:

(i)     by the mutual written consent of the Seller Parties and the Buyer;

(ii)     by the Seller Parties, if a breach or failure to perform any of the covenants or agreements of the Buyer contained in this Agreement shall have occurred, or there shall be any breach of or inaccuracy of any of the representations or warranties of the Buyer contained in this Agreement, and such breach, failure to perform or inaccuracy would, if occurring or continuing on the Closing Date, give rise to the failure of a condition set forth in Section 7.1, and such breach, failure to perform or inaccuracy (x) cannot be cured prior to the Termination Date or (y) if curable, is not cured on or before the earlier of the Termination Date or thirty (30) days following receipt by the Buyer of written notice of such breach, failure to perform or inaccuracy; provided, however, that the Seller Parties shall not have the right to terminate this Agreement pursuant to this Section 10.1(a)(ii) if any of the Seller Parties is then in breach of any of its respective covenants or agreements contained in this Agreement or any of the representations or warranties of the Seller Parties contained in this Agreement shall be inaccurate, and, in any such case would give rise to the failure of a condition set forth in Section 8.1;

(iii)     by the Buyer, if a breach or failure to perform any of the covenants or agreements of the Seller Parties contained in this Agreement shall have occurred, or there shall be any breach of or inaccuracy of any of the representations or warranties of the Seller Parties contained in this Agreement, and such breach, failure to perform or inaccuracy would, if occurring or continuing on the Closing Date, give rise to the failure of a condition set forth in Section 8.1, and such breach, failure to perform or inaccuracy (x) cannot be cured prior to the Termination Date or (y) if curable, is not cured on or before the earlier of the Termination Date or thirty (30) days following receipt by the Seller Parties of written notice of such breach, failure to perform or inaccuracy: provided, however, that the Buyer shall not have the right to terminate this Agreement pursuant to this Section 10.1(a)(iii) if the Buyer is then in breach of any of its covenants or agreements contained in this Agreement or any of the representations or warranties of the Buyer contained in this Agreement shall be inaccurate, and, in any such case would give rise to the failure of a condition set forth in Section 7.1;

(iv)     by the Seller Parties or the Buyer, if any court of competent jurisdiction shall have issued a final and non-appealable Order, decree or ruling permanently restraining, enjoining or otherwise prohibiting the consummation of the sale of the Purchased Assets contemplated hereby;

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(v)     by the Seller Parties or the Buyer, if (i) the Closing shall not have occurred on or before 5:00 p.m., local New York time, on the one-year anniversary of the date hereof (the “Initial Termination Date” and the Initial Termination Date as extended as set forth below, the “Termination Date”) and (ii) the party seeking to terminate this Agreement pursuant to this Section 10.1(a)(v) shall not have breached or failed to fulfill, as applicable, any of its covenants or other obligations under this Agreement which were the cause of, or resulted in, the failure of the Closing to occur prior to such time; or

(vi)     by the Seller Parties or the Buyer, upon the termination of the Merger Agreement for any reason.

(b)     The party desiring to terminate this Agreement pursuant to Section 10.1(a) (other than pursuant to Section 10.1(a)(i)) shall give written notice of such termination to the other party or parties, as applicable.

(c)     Subject to Section 10.1(d) below, in the event that this Agreement shall be terminated pursuant to Section 10.1 (a), all further obligations of the parties under this Agreement (other than Section 5.5, this Article X and Article XI, and, for the avoidance of doubt, the Confidentiality Agreement, which, in each case, shall remain in full force and effect) shall be terminated without further liability of any party; provided that, subject to Section 10.1(d) below, nothing herein shall relieve any party from liability for any breach of this Agreement.

Section 10.2.     Withdrawal of Certain Filings. In the event of termination under the provisions of this Article X, all filings, applications and other submissions relating to the transactions contemplated by this Agreement as to which termination has occurred shall, to the extent practicable, be withdrawn from the Governmental Body or other Person to which made.

ARTICLE XI

GENERAL PROVISIONS

Section 11.1.     Survival of Representations, Warranties and Obligations. All representations and warranties of the parties hereto contained in this Agreement or any certificate delivered pursuant hereto shall survive the Closing and remain in full force and effect for a period of fifteen (15) months following the Closing Date (at which time the right to indemnification with respect thereto shall terminate, subject to any notice of claim provided prior to such time as described below); provided, however, that the representations and warranties in Sections 3.1(a) (Organization), 3.2(a) and (b) (Authority of the Seller Parties), 3.6 (Taxes), 3.7(b) (Title to Purchased Assets), 3.19(a)(vi) (Environmental Protection), 3.23 (No Finder), 4.1 (Organization), 4.2(a) and (b) (Authority of the Buyer), and Section 4.4 (No Finder) (such representations and warranties, collectively, the “Fundamental Representations”) shall each survive the Closing and remain in full force and effect until the fifth (5th) anniversary of the Closing Date (at which time the right to indemnification with respect thereto shall terminate, subject to any notice of claim provided prior to such time as described below) and the representations and warranties in Section 3.19 (Environmental Protection) other than Section 3.19(a)(vi) shall survive the Closing and remain in full force and affect until the fifth (5^th) anniversary of the Closing Date (at which time the right to indemnification with respect thereto shall terminate, subject provided prior to such time as described below. Other than the Fundamental Representations, all representations and warranties of the Seller Parties and their Affiliates contained herein or in any certificate or other instrument or document delivered by the Seller Parties or their Affiliates to the Buyer pursuant to this Agreement are collectively referred to as the “Non-Fundamental Representations”. All of the covenants, agreements or obligations in this Agreement (including those to be performed prior to the Closing) shall survive the consummation of the Closing indefinitely or for the period explicitly specified herein. No claim may be brought under this Agreement unless written notice describing in reasonable detail the facts giving rise to the claim is given on or prior to the last day of the applicable survival period. In the event such notice is given, the right to indemnification with respect thereto shall survive the applicable survival period until such claim is finally resolved and any obligations with respect thereto are fully satisfied.

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Section 11.2.     Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party or parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, each party will return to the other party or parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Without the consent of the Buyer, from and after the Closing until the second (2nd) anniversary of the Closing Date, the Seller Parties shall not, and shall cause their Affiliates not to, disclose to any Person any information concerning the Business that is not already generally available to the public (“Confidential Information”) for any reason or purpose whatsoever, except as compelled by applicable Law, as reasonably required to exercise or enforce any rights under this Agreement or any Ancillary Agreements (provided that, the Seller Parties shall, and shall cause their Affiliates to, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information to the court in chambers or in court in a non-public session or in pleadings filed under seal where it is reasonably feasible and would not materially prejudice the Seller Parties or their Affiliate’s rights), or as contemplated by this Agreement or any Ancillary Agreements. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation of this Section 11.2 by the other party, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 11.2 and that the aggrieved party shall be entitled to injunctive relief to prevent a violation or continuing violation hereof.

Section 11.3.     Governing Law. This Agreement and the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of Delaware without reference to its choice of law rules.

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Section 11.4.     Exclusive Jurisdiction; Court Proceedings. Any claim, action, suit or proceeding against any party to this Agreement arising out of or in any way relating to this Agreement shall be brought exclusively in any federal or state court located in the State of Delaware in New Castle County and each of the parties hereby submits to the exclusive jurisdiction of such courts for any such purpose; provided, that a final judgment in any such claim, action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably and unconditionally agrees not to assert (a) any objection which it may ever have to the laying of venue of any such claim, action, suit or proceeding in any federal or state court located in the State of Delaware in New Castle County, (b) any claim that any such claim, action, suit or proceeding brought in any such court has been brought in an inconvenient forum and (c) any claim that such court does not have jurisdiction with respect to such claim, action, suit or proceeding.

Section 11.5.     Notices. All notices and other communications in connection with this Agreement shall be in writing and shall be deemed given (a) on the date of delivery if delivered personally or if sent via facsimile (with confirmation and same day dispatch by express courier utilizing next-day service), (b) on the earlier of confirmed receipt or the third (3rd) Business Day following the date of mailing if mailed by registered or certified mail (return receipt requested), (c) on the first (1st) Business Day following the date of dispatch if delivered utilizing next-day service by an express courier (with confirmation) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice) or (d) on the date such notice is transmitted by e-mail to the e-mail addresses previously provided to the other parties:

If to the Seller Parties:

Media General, Inc.
333 E. Franklin Street
Richmond, VA 23219
Attention: President

With a copy to: attention: General Counsel
Facsimile: (804) 887-7021

with a copy (which shall not constitute notice) to:

Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
Attention: Philip Richter
Facsimile: (212) 859-4000

If to the Buyer, to:

WVTM Hearst Television Inc.

c/o Hearst Television Inc.

300 West 57th Street

New York, New York 10019

Attention: President

Facsimile No.: 212-887-6855

65

with a copy (which shall not constitute notice) to:

The Hearst Corporation

Office of the General Counsel
300 West 57^th Street
New York, New York 10019

Attention: General Counsel

Facsimile: (646) 280-2041

and

Brooks, Pierce, McLendon, Humphrey & Leonard, LLP
150 Fayetteville Street, Suite 1600
Raleigh, NC 27601
Attention: Wade H. Hargrove
Facsimile: 919-839-0304

Section 11.6.     Successors and Assigns; Third Party Beneficiaries.

(a)     This Agreement and all of its terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns, including any successor by a merger or conversion referenced below. Except as expressly provided in this Section 11.6(a), or in Section 6.1(e), this Agreement shall not be assigned by any party hereto. Any party (including, for this purpose, any Seller Party) may assign or transfer any of its rights and obligations under this Agreement to any of its Affiliates upon written notice to the other party, provided that such assignment is made before the filing of the FCC Applications and no such assignment or transfer would be reasonably expected to delay the approval by the DOJ pursuant to the DOJ Final Judgment, and, provided further, that no such assignment or transfer shall operate to relieve a party of any of its liabilities or obligations hereunder.

(b)      Nothing in this Agreement, expressed or implied, is intended or shall be construed to confer any right, remedy or claim under or by reason of this Agreement upon any Person other than the parties hereto and their successors and assigns permitted by this Section 11.6, and any Persons entitled to indemnification under Article IX.

Section 11.7.     Access to Records after Closing.

(a)     For a period of six (6) years after the Closing Date, the Seller Parties and their representatives shall have reasonable access to all of the books and records of the Business transferred to the Buyer hereunder to the extent that such access may reasonably be required by the Seller Parties in connection with matters relating to or affected by the operations of the Business prior to the Closing Date. Such access shall be afforded by the Buyer upon receipt of reasonable advance notice and during normal business hours. The Seller Parties shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 11.7(a). If the Buyer shall desire to dispose of any of such books and records prior to the expiration of such six (6) year period, it shall, prior to such disposition, give the Seller Parties a reasonable opportunity, at the Seller Parties' expense, to segregate and remove such books and records as the other party may select.

66

(b)     For a period of six (6) years after the Closing Date, the Buyer and its representatives shall have reasonable access to all of the books and records relating to the Business which the Seller Parties or any of their Affiliates may retain after the Closing Date (including, but not limited to Tax Returns solely to the extent related to the Purchased Assets or the Business). Such access shall be afforded by the Seller Parties and their Affiliates upon receipt of reasonable advance notice and during normal business hours. The Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 11.7(b). If the Seller Parties or any of their Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-(6) year period, such party shall, prior to such disposition, give the Buyer a reasonable opportunity, at the Buyer’s expense, to segregate and remove such books and records as the other party may select.

Section 11.8.     Entire Agreement; Amendments. This Agreement, the Exhibits and Schedules referred to herein, the Ancillary Agreements, the Confidentiality Agreement, and the other documents delivered pursuant hereto contain the entire understanding of the parties hereto with regard to the subject matter contained herein or therein, and supersede all prior agreements, understandings or intents between or among any of the parties hereto. The parties hereto, by mutual agreement in writing, may amend, modify and supplement this Agreement. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the parties.

Section 11.9.     Interpretation. Article titles and headings to Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. The Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein. For purposes of this Agreement, (i) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation,” (ii) the word “or” is not exclusive, (iii) the words “herein”, “hereof”, “hereby”, “hereto” and “hereunder” refer to this Agreement as a whole, (iv) the defined terms in this Agreement shall apply equally to both the singular and plural forms of the terms defined, and (v) a reference to a Person includes its agents, successors and permitted assigns. Unless the context otherwise requires, references herein (a) to Articles, Sections, Exhibits and Schedules mean the Articles and Sections of, and the Exhibits and Schedules attached to, this Agreement and (b) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement. This Agreement, the Buyer Ancillary Agreements and the Ancillary Agreements shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. References to a “party hereto” or the “parties hereto” or similar phrases shall refer to the Seller Parties and the Buyer.

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Section 11.10.     Waivers. Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the party or parties entitled to the benefit thereof. The failure of any party hereto to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.

Section 11.11.     Expenses. Except as otherwise expressly provided herein, each of Seller Parties and the Buyer will pay all of its own respective costs and expenses incident to its negotiation and preparation of this Agreement and to its performance and compliance with all agreements and conditions contained herein on its part to be performed or complied with, including the fees, expenses and disbursements of its counsel and accountants.

Section 11.12.     Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision or provisions had never been contained herein.

Section 11.13.     Execution in Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed by each of the parties and delivered to each of the Seller Parties and the Buyer.

Section 11.14.     Disclaimer of Warranties. No Seller Party makes any representations or warranties with respect to any projections, forecasts or forward-looking information provided to the Buyer. There is no assurance that any projected or forecasted results will be achieved. EXCEPT AS TO THOSE MATTERS EXPRESSLY COVERED BY THE REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT AND THE ANCILLARY AGREEMENTS, THE SELLER PARTIES DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS AND GUARANTIES WHETHER EXPRESS OR IMPLIED. The Buyer acknowledges that none of the Seller Parties or any of their representatives or Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any memoranda, charts, summaries or schedules heretofore made available by the Buyer or its representatives or Affiliates or any other information which is not included in this Agreement or the Schedules hereto, and none of the Seller Parties or any of their representatives or Affiliates nor any other Person will have or be subject to any liability to the Buyer, any Affiliate of the Buyer or any other Person resulting from the distribution of any such information to, or use of any such information by, the Buyer, any Affiliate of the Buyer or any of their agents, consultants, accountants, counsel or other representatives. The Buyer disclaims that it is relying upon or has relied upon any representation or warranty not included in this Agreement or the Ancillary Agreements that may have been made by any Person, and acknowledges and agrees that the Seller Parties disclaim any such other representations and warranties.

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Section 11.15.     WAIVER OF JURY TRIAL. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 11.16.     Specific Performance. The parties agree that irreparable damage would occur in the event that any provision of this Agreement was not performed in accordance with its specific terms or was otherwise breached or the Closing was not consummated, and that money damages would not be an adequate remedy, even if available. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof (including the parties’ obligations to consummate the Closing) in any court of competent jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity. Each of the parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to post any bond or other security in connection with any such order or injunction.

Section 11.17.     Guarantee. As consideration for the benefits that Buyer and the Buyer Guarantor will receive as a result of Buyer entering into this Agreement, the Buyer Guarantor hereby agrees that it shall be responsible for all of the obligations of Buyer (and any Person to whom Buyer assigns any of its rights or delegates any of its obligations under this Agreement, in whole or in part) under any of the provisions of this Agreement, and the Buyer Guarantor hereby guarantees to each of the Seller Parties the due and punctual performance and payment in full of the Purchase Price, any purchase price adjustment and any other amounts payable by Buyer or its assignee hereunder. This guaranty by the Buyer Guarantor is an absolute, unconditional, present and continuing guaranty of payment and performance (as opposed to a guaranty only of collection) and each of the Seller Parties (or any of them acting without the other) may enforce their rights under this guaranty without notice of default or undertaking any proceeding or filing any cause of action against Buyer (or any Person to whom Buyer assigns any of its rights or delegates any of its obligations under this Agreement, in whole or in part). The Buyer Guarantor hereby waives any and all defenses applicable to a guarantor or a surety under applicable Law in connection with its obligations under this guaranty and, without limiting the foregoing, the terms and conditions of the obligations of Buyer (or any Person to whom Buyer assign any of its rights or delegates any of its obligations under this Agreement, in whole or in part) under this Agreement may be modified, amended or supplemented without the consent or approval of the Buyer Guarantor and the guaranty of the Buyer Guarantor shall continue in full force and effect as so modified, amended or supplemented.

[Signatures on following page]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

SELLER PARTIES
MEDIA GENERAL, INC.
By:	/s/ James F. Woodward
	Name: James F. Woodward
	Title: Senior Vice President & Chief Financial Officer
BIRMINGHAM BROADCASTING CO, INC.
By:	/s/ James F. Woodward
	Name: James F. Woodward
	Title: Treasurer
MEDIA GENERAL COMMUNICATIONS HOLDINGS, LLC
By:	/s/ James F. Woodward
	Name: James F. Woodward
	Title: Treasurer

BUYER
WVTM HEARST TELEVISION INC.
By:	/s/ Jordan M. Wertlieb
	Name: Jordan M. Wertlieb
	Title: President
BUYER GUARANTOR
HEARST TELEVISION INC.
By:	/s/ Jordan M. Wertlieb
	Name: Jordan M. Wertlieb
	Title: President

EX-10

Exhibit 10.5

Execution Version

ASSET PURCHASE AGREEMENT

for

the SALE of TELEVISION STATION

WJCL(TV), SAVANNAH, GEORGIA

by and among

MEDIA GENERAL, INC.

MERCURY NEW HOLDCO, INC.

LIN TELEVISION CORPORATION

LIN LICENSE COMPANY, LLC 

WJCL HEARST TELEVISION LLC

and

HEARST TELEVISION INC.

Dated as of August 20, 2014

Table of Contents 

		Page
ARTICLE I DEFINITIONS		1
Section 1.1.	Definitions	1
ARTICLE II PURCHASE AND SALE OF PURCHASED ASSETS		12
Section 2.1.	Purchase and Sale of Purchased Assets	12
Section 2.2.	Excluded Assets	15
Section 2.3.	Assumption of Liabilities	16
Section 2.4.	Closing Date	19
Section 2.5.	Purchase Price	19
Section 2.6.	Determination of Estimated Purchase Price; Payment on Closing Date	19
Section 2.7.	Determination of Closing Date Working Capital and Purchase Price	19
Section 2.8.	Closing Date Deliveries	21
Section 2.9.	Further Assurances	22
Section 2.10.	Purchase Price Adjustment	23
Section 2.11.	Allocation of Purchase Price	23
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES		23
Section 3.1.	Organization and Qualification	23
Section 3.2.	Authority of the Seller Parties; No Conflict; Required Filings and Consents	24
Section 3.3.	Financial Statements	25
Section 3.4.	Operations Since Balance Sheet Date	25
Section 3.5.	No Undisclosed Liabilities	26
Section 3.6.	Taxes	26
Section 3.7.	Sufficiency of Assets; Title to Purchased Assets	27
Section 3.8.	Governmental Permits; FCC Matters	27
Section 3.9.	Real Property; Real Property Leases	27
Section 3.10.	Intellectual Property	30
Section 3.11.	Tangible Personal Property	31
Section 3.12.	Employees	32
Section 3.13.	Employee Relations	32
Section 3.14.	Contracts	32
Section 3.15.	Status of Contracts	33
Section 3.16.	No Violation, Litigation or Regulatory Action	34
Section 3.17.	Insurance	34
Section 3.18.	Employee Plans; ERISA	34
Section 3.19.	Environmental Protection	36
Section 3.20.	MVPD Matters	36
Section 3.21.	Certain Business Practices	37
Section 3.22.	Transactions with Related Parties	37
Section 3.23.	No Finder	37

i 

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE BUYER		38
Section 4.1.	Organization	38
Section 4.2.	Authority of the Buyer	38
Section 4.3.	Litigation	39
Section 4.4.	No Finder	39
Section 4.5.	Qualifications as FCC Licensee	39
Section 4.6.	Financial Capacity	40
ARTICLE V ACTION PRIOR TO THE CLOSING DATE		40
Section 5.1.	Access to the Business	40
Section 5.2.	Notification of Certain Matters	40
Section 5.3.	FCC Consent; Other Consents and Approvals	41
Section 5.4.	Operations of the Station Prior to the Closing Date	42
Section 5.5.	Public Announcement	45
Section 5.6.	Multi-Station Contracts	45
ARTICLE VI ADDITIONAL AGREEMENTS		46
Section 6.1.	Taxes	46
Section 6.2.	Employees; Employee Benefit Plans	48
Section 6.3.	Control of Operations Prior to Closing Date	52
Section 6.4.	Bulk Transfer Laws	52
Section 6.5.	Use of Names	52
Section 6.6.	Accounts	53
Section 6.7.	Correspondence	53
Section 6.8.	Exclusivity	53
Section 6.9.	Non-Solicitation	54
ARTICLE VII CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLER PARTIES		55
Section 7.1.	No Breach of Covenants and Warranties	55
Section 7.2.	No Restraint	55
Section 7.3.	Certain Governmental Approvals	55
Section 7.4.	Mergers	55
Section 7.5.	Deliveries	55
ARTICLE VIII CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER		56
Section 8.1.	No Breach of Covenants and Warranties	56
Section 8.2.	No Restraint	56
Section 8.3.	Certain Governmental Approvals	56
Section 8.4.	Closing Deliveries	56
Section 8.5.	Consents	57
Section 8.6.	Title Insurance	57
Section 8.7.	No Material Adverse Effect	57
ARTICLE IX INDEMNIFICATION		57
Section 9.1.	Indemnification by the Seller Parties	57
Section 9.2.	Indemnification by the Buyer	58

ii 

Section 9.3.	Notice of Claims; Determination of Amount	58
Section 9.4.	Third Person Claims	59
Section 9.5.	Limitations; No Subrogation; Exclusive Remedies	61
Section 9.6.	No Special Damages; Mitigation	61
Section 9.7.	Effect of Knowledge	61
ARTICLE X TERMINATION		62
Section 10.1.	Termination	62
Section 10.2.	Withdrawal of Certain Filings	63
ARTICLE XI GENERAL PROVISIONS		63
Section 11.1.	Survival of Representations, Warranties and Obligations	63
Section 11.2.	Confidential Nature of Information	64
Section 11.3.	Governing Law	64
Section 11.4.	Exclusive Jurisdiction; Court Proceedings	65
Section 11.5.	Notices	65
Section 11.6.	Successors and Assigns; Third Party Beneficiaries	66
Section 11.7.	Access to Records after Closing	66
Section 11.8.	Entire Agreement; Amendments	67
Section 11.9.	Interpretation	67
Section 11.10.	Waivers	68
Section 11.11.	Expenses	68
Section 11.12.	Partial Invalidity	68
Section 11.13.	Execution in Counterparts	68
Section 11.14.	WAIVER OF JURY TRIAL	68
Section 11.15.	Specific Performance	69
Section 11.16.	Sealed Instrument	69
Section 11.17.	Guarantee	69

iii 

EXHIBITS
Exhibit A   -	Form of Bill of Sale and Assignment and Assumption Agreement
Exhibit B    -	Form of Assignment of Seller FCC Authorizations
Exhibit C    -	Form of Transition Services Agreement
SCHEDULES

iv 

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT, dated as of August 20, 2014 (this “Agreement”), by and among (i) Media General, Inc., a Virginia corporation (“Media General”), (ii) Mercury New Holdco, Inc., a Virginia corporation (“New Media General”), (iii) LIN Television Corporation, a Delaware corporation and wholly-owned subsidiary of LIN (“LIN TV”), (iv) LIN License Company, LLC, a Delaware limited liability company (“Licensee” and together with Media General, New Media General, LIN, and LIN TV, each a “Seller Party” and collectively, the “Seller Parties”), on the one hand, and (v) WJCL Hearst Television LLC, a Delaware limited liability company (the “Buyer”), and (vi) Hearst Television Inc., a Delaware corporation (the “Buyer Guarantor”), on the other hand.

W I T N E S S E T H :

WHEREAS, LIN, New Media General and Media General are among the parties to the Merger Agreement, pursuant to which Media General and LIN, and their respective direct and indirect subsidiaries will become direct and/or indirect subsidiaries of New Media General;

WHEREAS, on the date of this Agreement, LIN, together with certain of its direct and indirect wholly-owned subsidiaries, own and operate the television broadcast station WJCL(TV), Savannah, Georgia (the “Station”), pursuant to certain authorizations issued by the Federal Communications Commission (the “FCC”);

WHEREAS, following the closing of the Mergers (as hereinafter defined), the Buyer desires to purchase substantially all of the assets and assume certain of the liabilities, and the Seller Parties desire to sell to the Buyer substantially all of the assets and transfer certain of the liabilities, related to, or used in the conduct and operation of the Station, on the terms and subject to the conditions hereinafter set forth; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, it is hereby agreed among the parties as follows:

ARTICLE I

DEFINITIONS

Section 1.1.     Definitions. As used in this Agreement, the following terms have the meanings specified or referred to in this Section 1.1:

“Active Employees” has the meaning specified in Section 6.2(a).

“Affiliate” means, with respect to any Person, any other Person which directly or indirectly controls, is controlled by or is under common control with such Person.

“Agreed Accounting Principles” means GAAP, as used in the preparation of the Balance Sheet, applied on a consistent basis.

“Agreed Adjustments” has the meaning specified in Section 2.7(b).

“Agreement” has the meaning specified in the introductory paragraph hereof.

“Allocation” has the meaning specified in Section 2.11.

“Ancillary Agreements” means any certificate, agreement, document or other instrument to be executed and delivered in connection with the transactions contemplated by this Agreement.

“Arbitrator” has the meaning specified in Section 2.7(c).

“Assignment of the Seller FCC Authorizations” has the meaning specified in Section 2.8(a)(ii).

“Assumed Contracts” has the meaning specified in Section 2.1(i).

“Assumed Liabilities” has the meaning specified in Section 2.3(a).

“Balance Sheet” has the meaning specified in Section 3.3.

“Balance Sheet Date” has the meaning specified in Section 3.3.

“Bill of Sale and Assignment and Assumption Agreement” has the meaning specified in Section 2.8(a)(i).

“Business” means the business of owning and operating the Station.

“Business Day” means any day on which the principal offices of the Securities and Exchange Commission are open to accept filings and on which banks in the City of New York are not required or authorized to close.

“Buyer” has the meaning specified in the introductory paragraph hereof.

“Buyer Guarantor” has the meaning specified in the introductory paragraph hereof.

“Buyer’s 401(k) Plan” has the meaning specified in Section 6.2(b).

“Buyer Ancillary Agreements” has the meaning specified in Section 4.2(a).

“Buyer Group Member” means the Buyer, its Affiliates, and each of their successors and assigns, and their respective directors, officers, employees, partners, stockholders, representatives and agents, and each of their heirs, executors, successors and assigns.

“Cap” has the meaning specified in Section 9.1.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§ 9601 et seq., and any regulations promulgated thereunder.

“Claim Notice” has the meaning specified in Section 9.3(a).

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“Closing” has the meaning specified in Section 2.4.

“Closing Date” has the meaning specified in Section 2.4.

“Closing Date Balance Sheet” has the meaning specified in Section 2.7.

“Closing Date Payment” has the meaning specified in Section 2.6(b).

“Closing Date Working Capital Amount” means the amount, if any, by which (i) the Current Assets as of the Cutoff Time exceed (ii) the Current Liabilities as of the Cutoff Time; provided that if such Current Assets are equal to or less than such Current Liabilities, then the Closing Date Working Capital Amount shall be zero.

“Closing Date Working Capital Deficit” means the amount, if any, by which (i) the Current Liabilities as of the Cutoff Time exceed (ii) the Current Assets as of the Cutoff Time; provided that if such Current Liabilities are equal to or less than such Current Assets, then the Closing Date Working Capital Deficit shall be zero.

“Code” means the Internal Revenue Code of 1986, as amended, and the applicable Treasury Regulations issued thereunder.

“Communications Act” means the Communications Act of 1934, as amended, the Telecommunications Act of 1996, the Children’s Television Act of 1992, and the rules, regulations, Orders, and policies or other Laws of the FCC promulgated under the foregoing, in each case, as in effect from time to time.

“Compensation Arrangement” has the meaning specified in Section 3.18.

“Confidential Information” has the meaning specified in Section 11.2.

“Confidentiality Agreement” has the meaning specified in Section 5.1.

“Contract” shall mean any written or oral contract, agreement, lease, license, understanding or other arrangement or commitment (including any amendment or modification thereto) to which a Person is a party, by which a Person is bound or by which any of the assets or properties of a Person is bound.

“Current Assets” means the current assets of the Business determined in accordance with the Agreed Accounting Principles, but excluding any Excluded Assets.

“Current Liabilities” means current liabilities of the Business determined in accordance with the Agreed Accounting Principles, but excluding any Excluded Liabilities.

“Cutoff Time” means 11:59 P.M. (central time) on the date immediately prior to the Closing Date.

“Deductible” has the meaning specified in Section 9.1.

“Disputed Items” has the meaning specified in Section 2.7(c).

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“DOJ” means the U.S. Department of Justice.

“DOJ Consent” means the consent, waiver, authorization or approval of, or a filing, declaration or registration with the DOJ with respect to this Agreement and the transactions contemplated hereby.

“DOJ Final Judgment” has the meaning specified in Section 3.2(c)(ii).

“Electing Party” has the meaning specified in Section 6.1(e).

“Employment Agreement” means any Contract of any of the Seller Parties or any of their Affiliates with any individual Employee pursuant to which such Seller Party or any of their Affiliates has an actual or contingent liability to provide compensation and/or benefits in consideration for past, present or future services.

“Employment Commencement Date” has the meaning specified in Section 6.2(a).

“Employees” means the individuals employed by any of the Seller Parties or any of their Affiliates who are listed on Schedule 3.12 and any full-time, part-time and per diem employees who become employed by any of the Seller Parties or any of their Affiliates after the date hereof in accordance with Section 5.4 primarily in connection with the Business; provided, however, that no such Person shall be considered an “Employee” if he or she is not employed by the Seller Parties or any of their Affiliates immediately prior to the Closing. For purposes of the foregoing, an individual shall not be considered “not employed” by virtue of the fact that he or she is on authorized leave of absence, sick leave, short term disability leave or military leave.

“Employee Plan” means each (i) pension, retirement, profit sharing, deferred compensation, stock bonus or other similar plan, (ii) medical, vision, dental or other health plan, (iii) life insurance plan and (iv) other employee benefit plan, whether written or oral, in each case, to which a Seller Party or any of their Affiliates or any ERISA Affiliate of the Seller Parties or their Affiliates is required to contribute, or has any liability, whether actual or contingent, or which a Seller Party or any of their Affiliates or any ERISA Affiliate of the Seller Parties or their Affiliates sponsors for the benefit of any of the Employees or any current or former employee, director, or independent contractor of the Station or the Business, or under which Employees (or their beneficiaries) or any current or former employee, director, or independent contractor of the Station or the Business are eligible to receive benefits, including any “Employee Benefit Plan” (as defined in Section 3(3) of ERISA), including any Compensation Arrangement.

“Encumbrance” means any lien, claim, charge, security interest, mortgage, encumbrance, pledge, option, right of first refusal, right of first offer, attachment, easement, conditional sale or other title retention agreement, defect in title, covenant or other restrictions of any kind, other than any license of, option to license, or covenant not to assert claims of infringement or misappropriation with respect to, Intellectual Property.

“Environmental Law” means all Laws relating to or addressing (i) the prevention of pollution, the environment, natural resources, or occupational health or safety, or (ii) the production, generation, release, discharge, emission, disposal, transportation, containment or storage, clean up or remediation of any condition involving any Hazardous Material, and the licensing, permitting or regulation of any of the foregoing, including but not limited to CERCLA, OSHA and RCRA and any state equivalent thereof.

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“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” has the meaning specified in Section 3.18.

“Estimated Purchase Price” means the Purchase Price, as defined herein, but determined on an estimated basis by the Seller Parties in good faith and as reflected in the certificate referred to in Section 2.6(a).

“Event of Loss” means any loss, taking, condemnation or destruction of, or damage to, any of the Purchased Assets.

“Excluded Assets” has the meaning specified in Section 2.2.

“Excluded Liabilities” has the meaning specified in Section 2.3(b).

“Excluded Taxes” means (i) all Taxes relating to the Business and the Purchased Assets that are the responsibility of the Seller Parties or their Affiliates pursuant to Section 6.1 of this Agreement, (ii) all Taxes relating to the Excluded Assets or Excluded Liabilities for any period; and (iii) all Taxes owed by the Seller Parties or any of their Affiliates for any period.

“Expenses” means any and all expenses incurred in connection with investigating, defending or asserting any claim, action, suit or proceeding incident to any matter indemnified against hereunder (including court filing fees, court costs, arbitration fees or costs, witness fees, and reasonable fees and disbursements of legal counsel, investigators, expert witnesses, consultants, accountants and other professionals).

“FCC” means the Federal Communications Commission.

“FCC Applications” has the meaning specified in Section 5.3(a).

“FCC Consent” means action by the FCC (including action by staff acting on delegated authority) granting its consent to the FCC Applications.

“Fee Title Documents” has the meaning specified in Section 3.9(b).

“Final Allocation Schedule” has the meaning specified in Section 2.11(c).

“Final Order” means an action or order of the FCC granting the FCC’s Consent in writing (i) that has not been vacated, reversed, stayed, enjoined, set aside, annulled or suspended; (ii) with respect to which no protest, request for stay, reconsideration or review by the FCC on its own motion or by any third party, petition for FCC reconsideration or for rehearing, application for FCC review, or judicial appeal of such action or order is pending; and (iii) as to which the period provided by Law for initiating such protest, request for stay, reconsideration or review by the FCC on its own motion, petition for FCC reconsideration or for rehearing, application for FCC review, or judicial appeal of such action or order has expired.

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“Financial Statements” has the meaning specified in Section 3.3.

“FTC” means the U.S. Federal Trade Commission.

“Fundamental Representations” has the meaning set forth in Section 11.1.

“GAAP” means United States generally accepted accounting principles and practices.

“Governmental Body” means any foreign, federal, state, local or other governmental authority, or judicial or regulatory body.

“Governmental Permits” means registrations, licenses, permits, approvals, consents, certificates, Orders, and authorizations of or from a Governmental Body and all applications therefor, together with any renewals, extensions, or modifications thereto.

“Hazardous Materials” means any waste, pollutant, hazardous substance, toxic substance, hazardous waste, special waste, regulated or defined as “hazardous,” “toxic” or words of similar import pursuant to any Environmental Law, including asbestos, asbestos containing material, petroleum or petroleum-derived substance or waste, or any constituent of any such substance or waste.

“Inactive Employees” has the meaning specified in Section 6.2(a).

“Included Proceeds” has the meaning specified in Section 2.1(j).

“Income Statement” has the meaning specified in Section 3.3.

“Indebtedness” means, for any Person without double counting, (a) all indebtedness or other obligations of such Person (i) for borrowed money and/or (ii) evidenced by notes, bonds or similar instruments, (b) obligations of such Person for the deferred purchase price of property or services, conditional sale obligations or title retention policies (excluding trade accounts payable), (c) all obligations under leases that are or should be, in accordance with GAAP, recorded as capital leases in respect of which such Person is liable as lessee, (d) all obligations owed pursuant to any letter of credit or interest rate, currency swap or hedging agreement or transaction, or other interest bearing obligation, (e) any of the foregoing obligations which is secured by an Encumbrance on the property or assets of such Person, (f) all accrued and unpaid interest on, and applicable prepayment premiums, breakages costs, penalties or similar contractual charges arising as a result of the discharge at Closing of, any such foregoing obligations, and (g) any of the foregoing for which such Person is liable as an obligor, guarantor, surety or otherwise; provided, that Indebtedness shall not include accounts payable to trade creditors, accrued expenses, deferred revenues arising in the ordinary course of business, and capitalized lease obligations or liabilities, in each case only to the extent included in the Closing Date Working Capital Amount or the Closing Date Working Capital Deficit.

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“Indemnified Party” has the meaning specified in Section 9.3(a).

“Indemnitor” has the meaning specified in Section 9.3(a).

“Intellectual Property” means all (a) patents, patent applications and inventions and discoveries that may become patentable, (b) Trademarks, (c) copyrights (registered and unregistered), (d) registrations and applications for registration of any of the foregoing in (a)-(c), (e) trade secrets, including advertising customer lists, mailing lists, processes, and know-how, (f) moral rights, publicity rights, data base rights and any other proprietary or intellectual property rights of any kind or nature that are not covered by (a)-(e) above, and (g) intellectual property rights arising from or associated with the foregoing in (a)-(f) above.

“Knowledge of the Seller Parties” means, as to a particular matter, the actual knowledge, after reasonable due inquiry, of the following persons: Vincent L. Sadusky, Richard J. Schmaeling, Denise M. Parent and the Station Manager, Business Manager and Station Chief Engineer for the Station.

“Laws” means any and all domestic (federal, state or local) or foreign or provincial laws, statutes, ordinances, rules, regulations, judgments, Orders, ordinances, injunctions, awards, or agency policies, procedures, requirements or decrees promulgated by any Governmental Body.

“Leased Real Property” means all land, buildings, structures, towers, improvements, fixtures, or other interests in real property that are leased or licensed by any of the Seller Parties or their Affiliates as tenant, subtenant, licensee or sublicensee, and used or held for use primarily in the Business, together with any rights, title and interest of the Seller Parties and their Affiliates as tenant or subtenant pursuant to a Real Property Lease therefor.

“liabilities” or “liability” means any and all direct or indirect Indebtedness, liabilities, obligations, costs, expenses, claims, losses, damages, deficiencies or responsibilities, whether known or unknown, accrued or fixed, absolute or contingent, liquidated or unliquidated, choate or inchoate, subordinated or unsubordinated, matured or unmatured, secured or unsecured or determined or determinable, whether or not of a kind required by GAAP to be set forth on a financial statement, including those arising under any applicable Law and those arising on account of governmental, regulatory or administrative charges or lawsuit brought, under any Contract or otherwise.

“Licensee” has the meaning specified in the introductory paragraph hereof.

“Like-Kind Exchange” has the meaning specified in Section 6.1(e).

“LIN” means LIN Media LLC, a Delaware limited liability company.

“LIN TV” has the meaning specified in the introductory paragraph hereof.

“Loss” means any and all losses, costs, obligations, liabilities, settlement payments, claims, awards, judgments, fines, penalties, damages, expenses, interest, deficiencies or other charges.

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“Market” means, with respect to the Station, the “Designated Market Area,” as determined by The Nielsen Company, of the Station.

“Material Adverse Effect” means any event, change, occurrence, or effect that would have a material adverse effect on (i) the ability of the Seller Parties to perform their obligations under this Agreement, or (ii) the business, properties, assets, liabilities, results of operations or condition (financial or otherwise) of the Business, taken as a whole; provided, however, that for purposes of determining whether there has been or is reasonably likely to be a “Material Adverse Effect” for purposes of clause (ii), the results and consequences of the following events, occurrences, facts, conditions, changes, developments or effects shall not be taken into account (except in the case of clauses (a), (c), (d), (e), (f) and/or (g), that such change or development shall be taken into account to the extent, and only to the extent, that they have adversely affected the Business, taken as a whole, in a manner that is disproportionate to the degree that they have affected other television broadcast companies): (a) any changes to general economic conditions, or to the television broadcasting industry, in each case including such changes in any such conditions occurring in the Market of the Station, (b) the execution and delivery of this Agreement, the announcement of this Agreement (including the identity of the Buyer and its Affiliates) and the transactions contemplated hereby, the consummation of the transactions contemplated hereby, the compliance with the terms of this Agreement or the taking of any action expressly required by, or the failure to take any action expressly prohibited by, this Agreement or consented to by Buyer in writing (including in each case the impact thereof on relationships, contractual or otherwise, with agents, customers, suppliers, vendors, licensees, licensors, lenders, partners, employees or regulators, including the FCC), (c) any failure of the Business to meet internal or external projections or forecasts or any estimates of earnings, revenues or other metrics for any period (provided, however, that any event, occurrence, fact, condition, change, development or effect giving rise to such failure or change may be taken into account in determining whether there has been, or is reasonably likely to be, a Material Adverse Effect, except to the extent otherwise excluded hereunder), (d) any changes in the capital, financial or securities markets in the United States, (e) changes in Laws or generally accepted accounting principles (or the interpretation thereof), (f) the commencement, escalation or worsening of any war or armed hostilities or the occurrence of acts of terrorism or sabotage occurring after the date hereof affecting the United States, and (g) earthquakes, hurricanes, floods or other natural disasters affecting the United States.

“Media General” has the meaning specified in the introductory paragraph hereof.

“Merger Agreement” means that certain Agreement and Plan of Merger, dated as of March 21, 2014, as it may be amended from time to time, by and among Media General, New Media General, Mercury Merger Sub 1, Inc., a Virginia corporation and a wholly-owned subsidiary of New Media General, Mercury Merger Sub 2, LLC, a Delaware limited liability company and a wholly-owned subsidiary of New Media General and LIN.

“Mergers” means (i) the merger of Mercury Merger Sub 1, Inc. with and into Media General with Media General being the surviving company and (ii) the merger of Mercury Merger Sub 2, LLC with and into LIN, with LIN being the surviving limited liability company, in each case pursuant to the Merger Agreement.

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“MVPD” means any multi-channel video programming distributor, including cable systems, telephone companies and direct broadcast satellite systems.

“New Media General” has the meaning specified in the introductory paragraph hereof.

“Non-Fundamental Representations” has the meaning set forth in Section 11.1.

“Objection Notice” has the meaning specified in Section 2.7(b).

“Order” means any decree, order, judgment, injunction, awards, stipulations, decrees or writs, temporary restraining order or other order in any suit or proceeding by or with any Governmental Body.

“OSHA” means the Occupational Safety and Health Act, 29 U.S.C. §§ 651 et seq., and any regulations promulgated thereunder.

“Owned Real Property” means all land, together with all buildings, structures, towers, improvements and fixtures located thereon, including all electrical, mechanical, plumbing and other building systems, fire protection, security and surveillance systems, telecommunications, computer wiring, and cable installations, utility installations, water distribution systems, and landscaping, together with all easements and other rights and interests appurtenant thereto (including air, oil, gas, mineral, and water rights), owned by any of the Seller Parties or their Affiliates and used or held for use primarily in the Business.

“Permitted Encumbrance” means (a) liens for Taxes, assessments or other governmental charges which are not yet due and payable or Taxes being contested in good faith by appropriate proceedings and for which the Seller Parties maintain adequate reserves on their books (which Taxes being contested, if any, are listed on Schedule 1.1), (b) terms and conditions of any leases assumed by Buyer, (c) zoning laws and ordinances and similar Laws that are not materially violated by any existing improvement or that do not prohibit the use of the Real Property as currently used in the operation of the Business; (d) any right reserved to any Governmental Body to regulate the affected property; (e) in the case of any leased asset, (i) the rights of any lessor under the applicable lease agreement or any Encumbrance granted by any lessor, (ii) any statutory lien for amounts that are not yet due and payable or are being contested in good faith by appropriate proceedings and for which appropriate reserves have been created in accordance with GAAP, (iii) any subleases listed in any Schedule hereto and (iv)  the rights of the grantor of any easement or any Encumbrance granted by such grantor on such easement property; (f) easements, rights of way, restrictive covenants and other encumbrances, encroachments or other similar matters affecting title that do not materially adversely affect title to the property subject thereto and do not materially impair or interfere with (and are not materially violated by) the continued use of the property in the ordinary course of the Business as currently conducted; (g) inchoate materialmens’, mechanics’, workmen’s, repairmen’s or other like liens arising in the ordinary course of the Business for amounts that are not yet due and payable or that are being contested in good faith by appropriate proceedings and for which appropriate reserves have been created in accordance with GAAP; (h) Encumbrances that will be discharged prior to or simultaneously with Closing; and (i) any other Encumbrance designated as Permitted Encumbrances on Schedule 1.1 hereto under the heading “Permitted Encumbrances”, if any.

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“Person” means any person, employee, individual, corporation, limited liability company, partnership, trust, or any other non-governmental entity or any governmental or regulatory authority or body.

“Preliminary Allocation Schedule” has the meaning specified in Section 2.11(a).

“Preliminary Closing Date Balance Sheet” has the meaning specified in Section 2.7(a)(i).

“Preliminary Closing Date Working Capital Calculation” has the meaning specified in Section 2.7(a)(iii).

“Preliminary Purchase Price” has the meaning specified in Section 2.7(a)(ii).

“Proceeding” means any suit, litigation, arbitration, mediation, alternative dispute resolution, claim, action, proceeding, hearing, audit, inquiry, examination or investigation.

“Purchased Assets” has the meaning specified in Section 2.1.

“Purchased Intellectual Property” the meaning specified in Section 2.1(h).

“Purchase Price” has the meaning specified in Section 2.5.

“RCRA” means the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., and any regulations promulgated thereunder.

“Real Property” has the meaning specified in Section 3.9(c).

“Real Property Leases” means Contracts granting the Seller Parties or their Affiliates the right of use or occupancy of any portion of the Leased Real Property, or any Contract to which one of the Seller Parties or their Affiliates is a party and granting any other Person the right of use or occupancy of any portion of the Owned Real Property or Leased Real Property, together with any amendments, modifications or supplements thereto.

“Receivables” means all receivables (including accounts receivable, loans receivable and advances) arising from or related to the Business.

“Related Party” with respect to any specified Person, means: (i) any Affiliate of such specified Person and (ii) any director, executive officer, general partner or managing member of such specified Person or that Person’s Affiliates; and (iii) for Person’s covered by (i) or (ii) such Person’s family members to the extent such familial relationship is known to the Knowledge of the Seller Parties.

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“Release” means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into the indoor or outdoor environment or into or out of any property, building, structure, facility or fixture, including the movement of Hazardous Materials through or in the ambient or indoor air, soil, land surface, subsurface strata, surface water, groundwater or property.

“Required Consents” has the meaning specified in Section 5.3(c).

“Resolution Period” has the meaning specified in Section 2.7(b).

“Retained Names and Marks” means all (a) Trademarks containing or incorporating the terms “Media General” or “LIN,” (b) other Trademarks owned by any Seller Party (other than Trademarks included in the Purchased Intellectual Property), (c) variations or acronyms of any of the foregoing (other than Trademarks included in the Purchased Intellectual Property), and (d) Trademarks confusingly similar to or dilutive of any of the foregoing (other than Trademarks included in the Purchased Intellectual Property).

“Review Period” has the meaning specified in Section 2.7(b).

“Seller Expenses” means, without duplication, all of the fees, expenses, costs, charges, payments and other obligations that are incurred by or on behalf of the Seller Parties and/or their Affiliates or for which the Seller Parties and/or their Affiliates are otherwise liable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements (whether incurred or to be paid prior to, at or after Closing), including (i) the fees and expenses of the Seller Parties’ and/or their Affiliates’ respective bankers, counsel, accountants, advisors, agents and representatives, and (ii) any success, change of control, special or other bonuses or similar amounts payable by the Seller Parties and/or their Affiliates to any employee, officer or director upon or in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements.

“Seller FCC Authorizations” means those Governmental Permits issued by the FCC with respect to the Station’s operations.

“Seller Group Member” means the Seller Parties, their Affiliates, and each of their successors and assigns, and their respective directors, officers, employees, partners, stockholders, representatives and agents and each of their heirs, executors, successors and assigns.

“Seller Parties” has the meaning specified in the introductory paragraph hereof.

“Station” has the meaning specified in the first recital hereof.

“Station Agreements” has the meaning specified in Section 3.15.

“Straddle Period” has the meaning specified in Section 6.1(a).

“Tangible Personal Property” has the meaning specified in Section 2.1(h).

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“Tax” means any federal, state, local or foreign net income, alternative or add-on minimum, gross income, gross receipts, estimated, franchise, real property, personal property, sales, use, transfer, gains, license, employment, severance, payroll, capital stock, escheat, environmental, franchise, social security, unemployment, disability, excise, stamp, registration and value-added taxes, withholding or minimum tax, or any other tax of any kind, whether calculated on a separate or consolidated, unitary or combined basis or in any other manner, together with any interest or any penalty, addition to tax or additional amount imposed by any Governmental Body.

“Tax Return” means any return, declaration, report, claim for refund, information return or statement, or other document relating to Taxes, including any schedule or attachment thereto, and amendment thereof.

“Termination Date” has the meaning specified in Section 10.1(a)(v).

“Third Person Claim Notice” has the meaning specified in Section 9.4(a).

“Trademarks” means, whether registered or unregistered, trademarks, service marks, domain names and other Internet addresses or identifiers, trade dress, trade names, call signs, call letters, and corporate names, all applications and registrations for the foregoing, and all common law rights and goodwill connected with the use thereof and symbolized thereby.

“Transfer Taxes” means all transfer, documentary, excise, sales, value added, goods and services, use, stamp, registration and other similar taxes, and all conveyance fees, recording charges and other fees and charges, incurred in connection with the consummation of the transactions contemplated by this Agreement.

“Transferred Employees” has the meaning specified in Section 6.2(a).

“Transition Services Agreement” has the meaning specified in Section 2.8(a).

“Treasury Regulations” means the income tax regulations promulgated under the Code, as such regulations may be amended from time to time.

“WARN Act” has the meaning specified in Section 6.2(i).

“WVTM Asset Purchase Agreement” means that certain Asset Purchase Agreement, dated as of the date hereof, by and among Media General, Birmingham Broadcasting Co., Inc., Media General Communications Holdings, LLC, WVTM Hearst Television Inc. and Hearst Television Inc.

ARTICLE II

PURCHASE AND SALE OF PURCHASED ASSETS

Section 2.1.     Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller Parties shall, or shall cause their Affiliates to, sell, transfer, assign, convey and deliver to the Buyer, and the Buyer shall purchase from the Seller Parties and their Affiliates, pursuant to this Agreement, free and clear of all Encumbrances (except for Permitted Encumbrances), all of the right, title and interest of the Seller Parties and their Affiliates to the assets, properties and business (excepting only the Excluded Assets) of every kind and description, wherever located, real, personal or mixed, tangible or intangible, used or held for use primarily in the Business (herein collectively referred to as the “Purchased Assets”), including, all right, title and interest of the Seller Parties and their Affiliates as of Closing to the following (excepting only the Excluded Assets):

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(a)     All assets recorded or reflected on the Balance Sheet (including assets such as Contracts to which no value was attributed);

(b)     All assets acquired by the Seller Parties or their Affiliates since the date of the Balance Sheet, which, had they been held by the Seller Parties or their Affiliates on such date, would have been recorded or reflected on the Balance Sheet in accordance with the Agreed Accounting Principles (including assets such as Contracts to which no value would have been attributed);

(c)     The Receivables;

(d)     Any and all prepayments, prepaid rentals, deposits (including on leasehold interests and utilities), and prepaid expenses outstanding at the Closing and primarily relating to the Business, the Purchased Assets or the Assumed Liabilities;

(e)     (x) The Seller FCC Authorizations and (y) all other assignable Governmental Permits issued to, or required to be obtained or maintained by, the Seller Parties or their Affiliates by a Governmental Body with respect to the conduct or operation of the Business as currently conducted or the ownership or use of the Purchased Assets;

(f)     All Owned Real Property and Leased Real Property, together with any and all Real Property Leases;

(g)     All machinery, equipment (including cameras, computers, servers, and office equipment and supplies), auxiliary and translator facilities, transmitting towers, antennae support structures, guy anchors, guy wires, transmitters, broadcast equipment, antennae, transmission lines, transmission equipment, transmission facilities, antennae systems, cables, supplies, inventory (including all films, programs, records, tapes, recordings, compact discs, cassettes, spare parts and equipment), vehicles, furniture, furnishings, fixtures, electrical devices, tools and other tangible personal property owned or leased by the Seller Parties or any of their Affiliates and used or held for use primarily in the Business (“Tangible Personal Property”);

(h)     All Intellectual Property owned by or licensed to the Seller Parties or any of their Affiliates and used or held for use primarily in the Business, including the call signs WJCL, WJCL-TV, WJCL(TV), WJCL-DT, and WJCL(DT) (collectively, the “Purchased Intellectual Property”);

(i)     Subject to Section 5.6, (i) all Contracts that in their entirety relate to the operation or conduct of the Business or the Station and (ii) that portion of any other Contract to the extent it relates to the operation or conduct of the Business or the Station. The foregoing shall include, but not be limited to (w) all Contracts of the Seller Parties or any of their Affiliates to the extent such Contracts are for the sale or barter of broadcast time on the Station for advertising or other purposes; (x) all Contracts of the Seller Parties or any of their Affiliates to the extent such Contracts are for the purchase or lease, as applicable, of merchandise, supplies, equipment or other personal property, or for the receipt of services, in each case used primarily in the Business; (y) all Contracts listed or described in Schedule 3.14 designated therein as an “Assumed Contract;” and (z) any other Contract entered into by any Seller Party or any of its Affiliates primarily for the Business which (A) is of the general nature described in Section 3.14, but which, by virtue of the threshold amounts or other specific terms set forth therein, is not required to be listed in Schedule 3.14 or (B) is entered into after the date hereof consistent with the provisions of Section 5.4 of this Agreement (all Contracts described in this Section 2.1(i), other than any Contracts that are Excluded Assets, are referred to as the “Assumed Contracts”);

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(j)     All claims, causes of action, counterclaims, credits, choses in action, rights of recovery, rights of set-off, rights of indemnification, and rights of recoupment, including all claims for refund and indemnity claims, of the Seller Parties or any of their Affiliates, as applicable, against third parties to the extent such claims, causes of action, counterclaims, credits, choses in action, and rights arise out of or relate to the Purchased Assets, the Assumed Liabilities or the Business, including: (i) all rights under any Assumed Contract, including all rights to receive payment for products sold and services rendered thereunder, to receive goods and services thereunder, to assert claims and to take other rightful actions in respect of breaches, defaults and other violations thereof; (ii) all rights under or in respect of any Purchased Intellectual Property, including all rights to sue and recover damages for past, present and future infringement, dilution, misappropriation, violation, unlawful imitation or breach thereof, and all rights of priority and protection of interests therein under the Laws of any jurisdiction; (iii) all rights, including rights to proceeds, under all guarantees, warranties, indemnities arising from or related to the Business, the Purchased Assets or the Assumed Liabilities and (iv) all proceeds and rights to insurance proceeds that relate to an Event of Loss with respect to the Purchased Assets arising before the Closing that has not been repaired or cured prior to the Closing Date (such proceeds, the “Included Proceeds”);

(k)     All deposits made or held for the benefit of any of the Seller Parties or any of their Affiliates under or pursuant to Contracts included in the Purchased Assets;

(l)     All management and other systems (including computers, servers, networking equipment, telecommunications equipment, and peripheral equipment), databases, computer software, disks and similar assets owned or leased by the Seller Parties or any of their Affiliates which are used or held for use primarily in the Business, and all licenses of the Seller Parties or any of their Affiliates to the extent relating thereto;

(m)     All books, records, ledgers, files, literature, or other similar information of the Seller Parties or any of their Affiliates that relate primarily to the Business (in any form or medium), including all logs, programming information and studies, proprietary information, schematics, technical information and engineering data, news and advertising studies or consulting reports and sales correspondence, client lists, vendor lists, correspondence, mailing lists, revenue records, invoices, advertising materials, brochures, records of operation, standard forms of documents, manuals of operations or business procedures, photographs, blueprints, research files and materials, data books, the FCC required logs, files, and records, including the Stations’ complete public inspection files, Intellectual Property disclosures and information, media materials and plates, accounting records, Tax Returns and litigation files primarily relating to the Business (but excluding the organization documents, minute and stock record books and corporate seals of the Seller Parties);

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(n)     All goodwill and going concern value relating to the Station and/or the Business, and all other intangible property rights primarily relating to the Business; and

(o)     All petty cash held at the Station.

Section 2.2.     Excluded Assets. Notwithstanding the foregoing, the Purchased Assets shall not include the following (herein referred to as the “Excluded Assets”):

(a)     Any cash or cash equivalents (including any marketable securities or certificates of deposit) of the Seller Parties or any of their Affiliates, other than petty cash held at the Station or Included Proceeds;

(b)     All bank and other depository accounts of the Seller Parties or any of their Affiliates;

(c)     All claims, rights and interests of the Seller Parties or any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to the Closing Date;

(d)     Any rights, claims or causes of action of the Seller Parties or any of their Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing);

(e)     All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds thereunder including relating to the Purchased Assets or the Business other than the Included Proceeds;

(f)     The Seller Parties’ or their Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business;

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(g)     All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets;

(h)     The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”;

(i)     The items designated in Schedule 2.2(i) as “Excluded Assets”;

(j)     The Retained Names and Marks;

(k)     All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property);

(l)     All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities;

(m)     Other than as set forth in Section 6.2 with respect to flexible spending accounts, all of the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement;

(n)     Any intercompany receivables of the Business from the Seller Parties or any of their Affiliates; and

(o)     Any rights of or payment due to the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the Confidentiality Agreement.

Section 2.3.     Assumption of Liabilities.

(a)     Upon the terms and subject to the conditions of this Agreement, as of the Closing, the Buyer shall assume the following obligations and liabilities of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities):

(i)     the liabilities arising out of or relating to the operation of the Station on or after the Closing or the owning or holding of the Purchased Assets on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing;

(ii)     all liabilities recorded on the Balance Sheet;

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(iii)     all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice;

(iv)     subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing);

(v)     all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and

(vi)     all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any.

All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.”

(b)     Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement:

(i)     all liabilities that do not primarily relate to the Business or the Purchased Assets;

(ii)     all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a));

(iii)     all liabilities arising out of the operation, owning or holding of the Excluded Assets;

(iv)     all liabilities for Indebtedness of the Seller Parties or their Affiliates;

(v)     all liabilities for Excluded Taxes;

(vi)     all liabilities for Seller Expenses;

(vii)     all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates;

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(viii)     all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date;

(ix)     all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract;

(x)     all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date;

(xi)     other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement;

(xii)     all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer;

(xiii)     all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates;

(xiv)     all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties;

(xv)     all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22;

(xvi)     all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party);

(xvii)     all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and

(xviii)     all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Date.

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Section 2.4.     Closing Date. The purchase and sale of the Purchased Assets provided for in Section 2.1 (the “Closing”) shall be consummated effective as of 12:00 A.M. (central time) five (5) Business Days after the conditions set forth in Articles VII and VIII are satisfied or, if legally permissible, waived (other than those conditions that by their nature are to be satisfied (or validly waived) at the Closing, but subject to such satisfaction or waiver) (the “Closing Date”). The Closing will be held at the offices of Fried, Frank, Harris, Shriver & Jacobson LLP, One New York Plaza, New York, New York 10004, at 9:00 A.M., New York time, unless such time or date is changed by mutual agreement of the Seller Parties and the Buyer.

Section 2.5.     Purchase Price. The purchase price for the Purchased Assets (the “Purchase Price”) shall be equal to:

(i)     Four Million Five Hundred Thousand Dollars ($4,500,000) (the “Base Purchase Price”), plus

(ii)     the Closing Date Working Capital Amount, or minus

(iii)     the Closing Date Working Capital Deficit.

Section 2.6.     Determination of Estimated Purchase Price; Payment on Closing Date.

(a)     At least two (2) Business Days prior to the Closing Date, the Seller Parties shall deliver to the Buyer a certificate executed on behalf of the Seller Parties by an authorized officer thereof, dated the date of its delivery, setting forth the Seller Parties’ good faith estimate of (i) the Closing Date Working Capital Amount or the Closing Date Working Capital Deficit, as the case may be, and (ii) the Estimated Purchase Price, all of which shall be derived from an unaudited balance sheet of the Business, which includes the Current Assets and Current Liabilities as of the Closing Date, prepared by the Seller Parties in accordance with the Agreed Accounting Principles, which balance sheet shall be attached to such certificate.

(b)     On the Closing Date, the Buyer shall pay the Seller Parties an amount equal to the Estimated Purchase Price (the “Closing Date Payment”), by bank wire transfer of immediately available funds to such bank account or accounts designated by the Seller Parties for such purpose not less than one (1) Business Day before the Closing Date.

Section 2.7.     Determination of Closing Date Working Capital and Purchase Price.

(a)     As promptly as reasonably practicable following the Closing Date (but not later than sixty (60) days after the Closing Date), the Buyer shall:

(i)     prepare, in accordance with the Agreed Accounting Principles, an unaudited balance sheet of the Business, which includes the Current Assets and Current Liabilities, as of the Cutoff Time (the “Preliminary Closing Date Balance Sheet”);

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(ii)     determine the Purchase Price in accordance with the provisions of this Agreement (such Purchase Price as determined by the Buyer being called the “Preliminary Purchase Price”); and

(iii)     deliver to the Seller Parties a certificate executed by the Buyer setting forth or attaching the Preliminary Closing Date Balance Sheet and the Buyer’s calculation of the Closing Date Working Capital Amount or the Closing Date Working Capital Deficit, as the case may be (the “Preliminary Closing Date Working Capital Calculation”) derived therefrom and the Preliminary Purchase Price.

(b)     The Seller Parties shall have sixty (60) days following receipt of the certificate referenced in Section 2.7(a) (the “Review Period”) in which to review the Preliminary Closing Date Balance Sheet, the Preliminary Purchase Price and the Preliminary Closing Date Working Capital Calculation. In the event the Seller Parties do not object to the Preliminary Closing Date Balance Sheet, the Preliminary Purchase Price or the Preliminary Closing Date Working Capital Calculation prior to expiration of the Review Period, the Preliminary Purchase Price and the Preliminary Closing Date Working Capital Calculation shall become (i) the “Purchase Price” and (ii) the “Closing Date Working Capital Amount” or the “Closing Date Working Capital Deficit,” as the case may be, respectively, for all purposes of this Agreement, including for purposes of determining the adjustment payment (if any) specified in Section 2.10. In the event the Seller Parties object to the Preliminary Closing Date Balance Sheet, the Preliminary Purchase Price or the Preliminary Closing Date Working Capital Calculation, the Seller Parties shall give a written notice to the Buyer specifying their objections in reasonable detail and the basis therefor, prior to expiration of the Review Period (“Objection Notice”). During the thirty (30) Business Day period following the Buyer's receipt of the Objection Notice (the “Resolution Period”), the Buyer and the Seller Parties shall attempt to resolve the differences specified in the Objection Notice and any resolution by them (evidenced in writing) of such differences (the “Agreed Adjustments”) shall be final, binding and conclusive. In the event the Buyer and the Seller Parties resolve all disputed items set forth in the Objection Notice by the conclusion of the Resolution Period, the Preliminary Purchase Price and the Preliminary Closing Date Working Capital Calculation, in each case as adjusted by the Agreed Adjustments, shall become (x) the “Purchase Price” and (y) the “Closing Date Working Capital Amount” or the “Closing Date Working Capital Deficit,” as the case may be, respectively, for all purposes of this Agreement, including for purposes of determining the adjustment payment (if any) specified in Section 2.10.

(c)     If at the conclusion of the Resolution Period any objections raised by the Seller Parties remain unresolved, then the amounts so in dispute (the “Disputed Items”) shall be submitted to a firm of independent public accountants in the United States of national recognition with industry experience which does not have a relationship with the parties (the “Arbitrator”) selected by the Buyer and reasonably acceptable to the Seller Parties as promptly as possible after the expiration of the Resolution Period. The Arbitrator shall determine and resolve, based solely on presentations by the Buyer and the Seller Parties, and not by independent review, the Disputed Items, in accordance with the Agreed Accounting Principles. In resolving the Disputed Items, the Arbitrator’s determination shall be no higher or lower than the respective amounts proposed by the Buyer and the Seller Parties. The Arbitrator’s determination shall be made within thirty (30) Business Days of its selection, shall be set forth in a written statement delivered to the Buyer and the Seller Parties and shall be final, binding and conclusive on the parties hereto. The Preliminary Purchase Price and the Preliminary Closing Date Working Capital Calculation shall be adjusted to reflect all Agreed Adjustments and the resolution of all Disputed Items by the Arbitrator and, as so adjusted, shall be (i) the “Purchase Price” and (ii) the “Closing Date Working Capital Amount” or the “Closing Date Working Capital Deficit,” as the case may be, respectively, for all purposes of this Agreement, including for purposes of determining the adjustment payment (if any) specified in Section 2.10.

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(d)     The parties hereto shall make available to the Buyer, the Seller Parties and, if applicable, the Arbitrator, such books, records and other information (including work papers) as any of the foregoing may reasonably request to prepare or review the Preliminary Closing Date Balance Sheet, the Preliminary Purchase Price and the Preliminary Closing Date Working Capital Calculation or any matters submitted to the Arbitrator. The fees and expenses of the Arbitrator shall be paid by the Buyer, on the one hand, and the Seller Parties, on the other hand, in inverse proportion as they may prevail on the matters submitted to the Arbitrator pursuant to Section 2.7(c), which proportional allocations shall also be determined by the Arbitrator at the time the determination of the Arbitrator is rendered on the matters submitted.

Section 2.8.     Closing Date Deliveries.

(a)     At the Closing, the Seller Parties shall deliver or cause to be delivered to the Buyer: (i) a bill of sale and assignment and assumption agreement duly executed by the Seller Parties and, if applicable, their Affiliates in substantially the form of Exhibit A (the “Bill of Sale and Assignment and Assumption Agreement”), providing for the conveyance of all of the Purchased Assets (other than the Owned Real Property and the Seller FCC Authorizations) and the assumption of all of the Assumed Liabilities, (ii) an assignment of the Seller FCC Authorizations duly executed by the appropriate Seller Parties and their Affiliates, in substantially the form of Exhibit B (the “Assignment of the Seller FCC Authorizations”), assigning to the Buyer the Seller FCC Authorizations, (iii) a transition services agreement duly executed by the appropriate Seller Parties and their Affiliates, in substantially the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction and in form and substance reasonably acceptable to Buyer), duly executed by the appropriate Seller Parties and their Affiliates, conveying to the Buyer the Owned Real Property, (v) all of the documents and instruments required to be delivered by the Seller Parties and/or their Affiliates pursuant to Article VIII, including the Required Consents, (vi) certified copies of the certificate of incorporation and bylaws of the Seller Parties, (vii) certified resolutions of the Board of Directors and shareholders (if applicable) of the Seller Parties authorizing the transactions contemplated by this Agreement and the Ancillary Agreements, (viii) a duly executed certificate of the secretary of each of the Seller Parties as to incumbency and specimen signatures of officers of the Seller Parties executing this Agreement and the Ancillary Agreements, (ix) a certificate of non-foreign status from each of the Seller Parties (and Affiliates, as applicable) in compliance with Treasury Regulations Section 1.1445-2, (x) specific assignment and assumption agreements duly executed by the appropriate Seller Party or their Affiliates (as applicable) relating to any Contracts included as Purchased Assets that the Buyer or the Seller Parties have determined to be reasonably necessary to assign such Contracts to the Buyer and for the Buyer to assume the Assumed Liabilities thereunder (if any), in form and substance reasonably acceptable to the Buyer, (xi) satisfactory evidence that any Encumbrances to be discharged prior to or simultaneous with Closing have been discharged, and (xii) such other documents and instruments as the Buyer has determined to be reasonably necessary to consummate the transactions contemplated hereby.

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(b)     At the Closing, the Buyer shall deliver to the Seller Parties (i) the Closing Date Payment, (ii) the Bill of Sale and Assignment and Assumption Agreement, (iii) the Transition Services Agreement, (iv) all of the documents and instruments required to be delivered by the Buyer pursuant to Article VII, (v) specific assignment and assumption agreements duly executed by the Buyer relating to any Contracts included as Purchased Assets that the Buyer or the Seller Parties have determined to be reasonably necessary to assign such Contracts to the Buyer and for the Buyer to assume the Assumed Liabilities thereunder (if any), and (vi) such other documents and instruments as the Seller Parties have determined to be reasonably necessary to consummate the transactions contemplated hereby.

Section 2.9.     Further Assurances.

(a)     From time to time following the Closing, the appropriate Seller Party shall execute and deliver, or cause to be executed and delivered, to the Buyer such other instruments of conveyance and transfer as the Buyer may reasonably request or as may be otherwise necessary to carry out the provisions of this Agreement and the transactions contemplated hereby, to effectively convey and transfer to, and vest in, the Buyer and put the Buyer in possession of, any part of the Purchased Assets, and, in the case of licenses, certificates, approvals, authorizations, agreements, contracts, leases, easements and other commitments included in the Purchased Assets which cannot be transferred or assigned effectively without the consent of third parties, which consent has not been obtained prior to the Closing, to reasonably cooperate with the Buyer at its reasonable request in endeavoring to obtain such consent.

(b)     Without limiting Sections 5.3(c), to the extent that any Assumed Contract cannot be assigned without consent and such consent is not obtained prior to the Closing, the Seller Parties shall use all commercially reasonable efforts to provide the Buyer the benefits of any such Contract and the Buyer shall perform or discharge on behalf of the applicable Seller Party the obligations and liabilities under such agreement that constitute Assumed Liabilities, if any. In addition to the Buyer’s obligation pursuant to the foregoing sentence, as to any Assumed Contract included as a Purchased Asset that is not effectively assigned to the Buyer as of the Closing Date but is thereafter effectively assigned to the Buyer, the Buyer shall, from and after the effective date of such assignment, assume, and shall thereafter pay, perform and discharge as and when due, all Assumed Liabilities of any Seller Party or its Affiliates, as applicable, arising under such Assumed Contract.

(c)     From time to time following the Closing, the Buyer shall execute and deliver, or cause to be executed and delivered, to the Seller Parties such other undertakings and assumptions as the Seller Parties may reasonably request or as may be otherwise necessary to effectively evidence the Buyer’s assumption of and obligation to pay, perform and discharge the Assumed Liabilities.

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Section 2.10.     Purchase Price Adjustment. Promptly (but not later than five (5) Business Days) after the determination of the Purchase Price pursuant to Section 2.7 that is final and binding as set forth herein:

(i)     if the Purchase Price as finally determined pursuant to Section 2.7 exceeds the Estimated Purchase Price, the Buyer shall pay to the Seller Parties, by wire transfer of immediately available funds to such bank accounts of the Seller Parties as the Seller Parties shall designate in writing to the Buyer, the amount by which the Purchase Price exceeds the Estimated Purchase Price; or

(ii)     if the Purchase Price as finally determined pursuant to Section 2.7 is less than the Estimated Purchase Price, the Seller Parties shall pay to the Buyer, by wire transfer of immediately available funds to such bank accounts of the Buyer as the Buyer shall designate in writing to the Seller Parties, the amount by which the Estimated Purchase Price exceeds the Purchase Price.

Section 2.11.     Allocation of Purchase Price. The Purchase Price (and any adjustments thereto) and any Assumed Liabilities shall be allocated among the Purchased Assets in accordance with the provisions of Section 1060 of the Code (“Allocation”). Within one-hundred eighty (180) days after the Closing, the Seller Parties shall prepare the Allocation and submit such Allocation to the Buyer for their review. The Buyer shall provide the Seller Parties with any comments to such allocation within thirty (30) Business Days after the date of receipt by the Buyer. The Buyer and the Seller Parties agree to act in accordance with the Allocation of the Purchase Price established pursuant to this Section 2.11 in the preparation and filing of all Tax Returns, including Form 8594, and shall take no position inconsistent with such Allocation in any proceeding before any Governmental Body or otherwise, provided, however, if the parties are unable to mutually agree to such Allocation then the parties shall have no further obligation under this Section 2.11, and each party shall make its own determination of such allocation for financial and tax reporting purposes, which determination, for the avoidance of doubt, shall not be binding on the other party.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES

As an inducement to the Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, the Seller Parties jointly and severally represent and warrant to the Buyer as follows as of the date hereof and as of the Closing Date (except to the extent expressly made as of specific date or time, and then as of such specified date or time):

Section 3.1.     Organization and Qualification.

(a)     Each of the Seller Parties is organized, validly existing and in good standing under the laws of its state of incorporation. Each of the Seller Parties has the requisite organizational power and authority to operate the Station as now operated by it, to use the Purchased Assets as now used by it and to carry on the Business as now conducted by it.

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(b)     Each of the Seller Parties is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the ownership or operation of the Purchased Assets or the conduct of the Business makes such qualification or licensing necessary, except for any such failures to be so qualified or licensed and in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.

Section 3.2.     Authority of the Seller Parties; No Conflict; Required Filings and Consents.

(a)     Each of the Seller Parties has the requisite organizational power and authority to execute and deliver this Agreement and the Ancillary Agreements to be executed and delivered by it pursuant hereto, to consummate the transactions contemplated hereby and thereby and to comply with the terms, conditions and provisions hereof and thereof.

(b)     The execution, delivery and performance of this Agreement and the Ancillary Agreements by each of the Seller Parties (to the extent a party thereto) have been duly authorized and approved by all necessary organizational and shareholder or equity owner action on the part of the Seller Parties or their Affiliates and do not require any further authorization or consent on the part of the Seller Parties or their Affiliates. This Agreement is, and each other Ancillary Agreement when executed and delivered by each of the Seller Parties party thereto or their Affiliates, as applicable, will be, a legal, valid and binding agreement of such Seller Party or its Affiliates party thereto, as applicable, enforceable in accordance with its respective terms, except in each case as such enforceability may be limited by applicable bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(c)     Except for the FCC Consent, the DOJ Consent and as set forth in Schedule 3.2, none of the execution, delivery and performance by the Seller Parties of this Agreement or by any of the Seller Parties or any of their Affiliates, as applicable, of the Ancillary Agreements to which it is a party, the consummation by the Seller Parties or their Affiliates, as applicable, of the transactions contemplated hereby or thereby or compliance by the Seller Parties or their Affiliates, as applicable, with or fulfillment by the Seller Parties of the terms, conditions and provisions hereof or thereof will:

(i)     conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default), an event of default or an event creating rights of acceleration, termination, cancellation, revocation, payment or a loss of rights under, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets under, (A) the certificate of incorporation, bylaws or other organizational documents of the Seller Parties, (B) any Station Agreement in any material respect, (C) any material Governmental Permit, (D) any material judgment, Order, award or decree to which such Person is a party or any of the Purchased Assets is subject or by which such Person is bound, or (E) any material indenture, note, mortgage, lease, guaranty or material Contract to which any of the Seller Parties and any of their Affiliates is a party;

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(ii)     conflict with or violate any Law applicable to the Seller Parties, the Business or any of the Purchased Assets or by which the Seller Parties, the Business or any of the Purchased Assets may be bound or affected, except, in any case, as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect; or

(iii)     require the approval, consent, authorization or act of, or the making by any Seller Party, or any of their Affiliates of any declaration, notice, filing or registration with, any third Person or any foreign, federal, state or local court, governmental or regulatory authority or body, except for any approval by the DOJ as required by the proposed final judgment entered in connection with or as a result of the transactions contemplated by the Merger (the “DOJ Final Judgment”), except, in any case, as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.

Section 3.3.     Financial Statements. Schedule 3.3 contains (a) the unaudited balance sheets of the Business as of December 31, 2013 and December 31, 2012, respectively, and the related statements of income for the years then ended (the “Financial Statements”) and (b) the unaudited balance sheet (the “Balance Sheet”) of the Business as of June 30, 2014 (the “Balance Sheet Date”) and the related statement of income for the six months ended June 30, 2014 (the “Income Statement”). Each of the Financial Statements, the Balance Sheet and Income Statement (i) are correct and complete in all material respects and have been prepared in accordance with the books and records of the Seller Parties and their Affiliates pertaining to the Business, (ii) present fairly, in all material respects, the financial position and results of operations of the Business as of their respective dates and for the respective periods covered thereby, and (iii) except as set forth in Schedule 3.3, have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved. The books of account and financial records of the Seller Parties and their Affiliates pertaining to the Business have been maintained in accordance with customary business practice. Except as set forth on Schedule 3.3, none of the Seller Parties and their Affiliates has, between December 31, 2012 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2012.

Section 3.4.     Operations Since Balance Sheet Date.

(a)     Except as set forth in Schedule 3.4(a), from the Balance Sheet Date, there have been no events, changes or occurrences or state of facts, including any change in the financial condition or the results of operations of the Business, which, individually or in the aggregate, have had or would be reasonably likely to have a Material Adverse Effect.

(b)     Except as set forth in Schedule 3.4(b), from the Balance Sheet Date through the date of this Agreement, the Seller Parties and their Affiliates have operated the Business in the ordinary course of the Business consistent with past practice other than in connection with the Mergers and the process relating to the sale of the Business.

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Section 3.5.     No Undisclosed Liabilities. Except as set forth in Schedule 3.5, the Seller Parties and their Affiliates have no liabilities with respect to the Business (including unasserted claims, whether known or unknown), whether absolute, contingent, accrued or otherwise, except for liabilities which are (a) reflected or reserved for on the Balance Sheet, (b)  liabilities incurred in the ordinary course of the Business consistent with past practice since the Balance Sheet Date, or (c) liabilities to be performed in the ordinary course of the Business consistent with past practice pursuant to the Assumed Contracts.

Section 3.6.     Taxes.

(a)     Each of the Seller Parties and/or its Affiliates, as applicable, has filed with the proper Governmental Body all material Tax Returns with respect to the Business and the Purchased Assets required to be filed prior to the date hereof and all such Tax Returns were true, correct and complete in all material respects. Each of the Seller Parties and/or its Affiliates, as applicable, has paid or caused to be paid all material Taxes (whether or not reflected on any such Tax Returns) that are due and owing with respect to the Purchased Assets and the Business, or has set aside on the Balance Sheet adequate reserves (segregated to the extent required by GAAP). No deficiencies for material Taxes with respect to the Purchased Assets and the Business have been claimed, proposed or assessed in writing by any Governmental Body for which the Seller Parties or their Affiliates may have any liability or that may attach to the Purchased Assets. Each of the Seller Parties and/or its Affiliates, as applicable, is in compliance in all material respects with the provisions of the Code relating to the withholding and payment of Taxes with respect to the Business and the Purchased Assets and has, within the time and in the manner prescribed by Law, withheld and paid over to the proper Governmental Body all Taxes required to be have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, or other third party with respect to the Business. There are no liens for Taxes on any of the Purchased Assets other than Permitted Encumbrances. To the Knowledge of the Seller Parties, (i) no Tax Return relating to the Business or the Purchased Assets is currently under audit or examination by any Governmental Body, and (ii) there are no suits, actions, proceedings or investigations pending with respect to any material Taxes relating to the Business or the Purchased Assets.

(b)     In each case as it pertains to the Purchased Assets and the Business, none of the Seller Parties or their Affiliates (i) has received any written notice that it is being audited by any Taxing authority which audit has not yet been completed; (ii) has granted any presently operative waiver of any statute of limitations with respect to, or any extension of a period for the assessment of, any Tax other than as the result of extending the due date of a Tax Return; and (iii) has availed itself of any Tax amnesty or similar relief in any Taxing jurisdiction.

(c)     As it pertains to the Purchased Assets and the Business, none of the Seller Parties or their Affiliates is bound by any Tax sharing agreement or similar arrangements (including any indemnity arrangements), other than Contracts entered into in the ordinary course of the Business the principal subject of which is not Taxes.

(d)     Each of the Seller Parties and its Affiliates who own any Purchased Assets is a “United States person” within the meaning of Section 7701 of the Code.

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(e)     None of the Seller Parties and its Affiliates is, or has been, a party to, or a promoter of, a “reportable transaction” within the meaning of Section 6707(c)(1) of the Code and Treasury Regulations Section 1.6011-4(b) with respect to the Business or the Purchased Assets.

(f)     No written claim has ever been made by a Governmental Body in a jurisdiction where any of the Seller Parties or their Affiliates has not filed a Tax Return with respect to the Purchased Assets or the Business that any of the Seller Parties or their Affiliates is or may be subject to taxation by that jurisdiction, which claim has not been fully paid or settled.

Section 3.7.     Sufficiency of Assets; Title to Purchased Assets.

(a)     Except for the Excluded Assets, the Purchased Assets (i) constitute all the assets and properties whether tangible or intangible, whether personal, real or mixed, wherever located, that are used or held for use by the Seller Parties and their Affiliates primarily in the operation of the Station and (ii) with respect to the Tangible Personal Property, Real Property, Purchased Intellectual Property, Seller FCC Authorizations and Assumed Contracts, are sufficient to conduct the operation of the Station in the manner in all material respects which the Station is conducted on the date hereof except for matters of the nature covered by the Transition Services Agreement. Except as set forth on Schedule 3.7 or as provided in the Transition Services Agreement or in any Multi-Station Contract to the extent the benefits thereunder are not made available to Buyer after Closing, none of the Excluded Assets is necessary to operate the Business in substantially the same manner as such operations have heretofore been conducted.

(b)     The Seller Parties have good and valid title to or a valid leasehold interest in all of the Purchased Assets, free and clear of any Encumbrance, other than Permitted Encumbrances (it being understood that until the consummation of the Mergers only LIN TV holds such title).

Section 3.8.     Governmental Permits; FCC Matters.

(a)     As of the date of this Agreement, the Seller Parties or their Affiliates own, hold or possess all material Governmental Permits that are reasonably necessary to entitle them to own or lease, operate and use the assets of the Station and to carry on and conduct the Business substantially as currently conducted. Schedule 3.8(a) sets forth a list as of the date of this Agreement of each of the Seller FCC Authorizations and other material Governmental Permits, held by the Seller Parties and pending applications filed by the Seller Parties with the FCC with respect to the Station. The Seller FCC Authorizations constitute all Governmental Permits issued by the FCC to the Seller Parties and their Affiliates in respect of the Station and held by the Seller Parties and their Affiliates as of the date of this Agreement.

(b)     Each Seller Party and its Affiliates has fulfilled and performed its obligations under each of the Governmental Permits except for noncompliance that, individually or in the aggregate, has not had and would not be reasonably likely to have a Material Adverse Effect. Each of the Seller FCC Authorization and the material Governmental Permits is valid, subsisting and in full force and effect and has not been revoked, suspended, canceled, rescinded or terminated.

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(c)     The Station is being operated in accordance with the Seller FCC Authorizations and in compliance in all material respects with the Communications Act and all other Laws applicable to the Station (including Federal Aviation Administration Laws), except for such noncompliance that, individually or in the aggregate, has not had and would not be reasonably likely to have a Material Adverse Effect. Except as disclosed in Schedule 3.8(c), there is not (i) pending, or, to the Knowledge of the Seller Parties, threatened, any action or legal proceeding, other than actions or proceedings affecting broadcast television stations generally, by or before the FCC to revoke, suspend, cancel, rescind, terminate, materially adversely modify or refuse to renew in the ordinary course any Seller FCC Authorization (other than, in the case of modifications, proceedings to amend the FCC rules of general applicability), (ii) issued or outstanding, by or before the FCC, any (A) order to show cause, (B) notice of violation, (C) notice of apparent liability or (D) order of forfeiture, in each case, against the Station, or any Seller Party or any of its Affiliates with respect to the Station that has resulted or would reasonably be expected to result in any action described in the foregoing clause (i) with respect to such Seller FCC Authorizations, or (iii) pending or, to the Knowledge of the Seller Parties, threatened any petition, investigation, inquiry, complaint, notice of violation, notice of apparent liability, or notice of forfeiture against the Station or against the Seller Parties or their Affiliates with respect to the Station, and, to the Knowledge of the Seller Parties, there are no facts that would reasonably be expected to result in any of the above. The Seller FCC Authorizations have been issued by the FCC for full terms customarily issued by the FCC for each class of Station, and the Seller FCC Authorizations are not subject to any restriction or condition except for those restrictions or conditions appearing on the face of the Seller FCC Authorizations and conditions applicable to broadcast licenses generally or otherwise disclosed in Schedule 3.8(a). Except as set forth on Schedule 3.8(a), the Seller Parties have completed the construction of all facilities or changes authorized by any of the Seller FCC Authorizations or construction permits issued by the FCC to modify the Seller FCC Authorizations. Other than with respect to the FCC or the Federal Aviation Administration, this Section 3.8 does not relate to Governmental Permits for environmental, health and safety matters which are the subject solely of Section 3.21.

(d)     All material returns, reports, and statements which the Station is currently required to have filed with the FCC, with any other Governmental Body, or in the Station’s public inspection file, have been timely filed, all FCC regulatory fees due and payable from each Seller Party or its Affiliates with respect to the Station have been paid, and all material reporting requirements of the FCC and other Governmental Bodies having jurisdiction over the Station have been complied with, in each case, in all material respects.

(e)     Except for the Mergers or as otherwise disclosed in Schedule 3.8(c), to the Knowledge of the Seller Parties, no fact or circumstance exists relating to Seller Parties or the Station that could reasonably be expected to (i) prevent or delay the FCC’s grant of the FCC Consent, (ii) otherwise disqualify the Licensee as the licensee, owner, or operator of the Stations, or (iii) cause the FCC to impose a material condition or conditions on its granting of the FCC Consent.

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Section 3.9.     Real Property; Real Property Leases.

(a)     Schedule 3.9(a) contains a brief description of all Owned Real Property as of the date of this Agreement. The Seller Parties are the sole owners of, and have, and immediately prior to the Closing will have, good, valid and marketable title (free and clear of any Encumbrances other than Permitted Encumbrances) to all Owned Real Property (it being understood that until the consummation of the Mergers only LIN TV holds such title).

(b)     The Seller Parties have delivered or otherwise made available to the Buyer true, correct and complete copies of all deeds, title insurance reports and policies, exception documents, Real Property Leases and related documents and information and surveys for the Owned Real Property (collectively, the “Fee Title Documents”) in Seller Parties’ possession. To the Knowledge of the Seller Parties, no party to any reciprocal easement agreement or other Fee Title Document affecting or relating to the Owned Real Property is in material default under any of the terms and conditions of any such reciprocal easement agreement or other Fee Title Document.

(c)     Schedule 3.9(c) sets forth a list of each Real Property Lease under which any Seller Party or any of its Affiliates is a lessee or sublessee of, or occupies or uses, any Leased Real Property (such Leased Real Property together with the Owned Real Property, the “Real Property”) that is in effect as of the date of this Agreement, and identifies the applicable Real Property Lease, and the lessor, sublessor, or licensor as the case may be, thereof. Except as permitted in any Real Property Lease, to the Knowledge of the Seller Parties, none of the Seller Parties or their Affiliates, nor any other Person has granted any oral or written right to any Person other than the Seller Parties or their Affiliates to lease, sublease, license or otherwise use or occupy any of the Leased Real Property beyond the end of the applicable periods of the applicable Real Property Lease. The Seller Parties have delivered or otherwise made available to the Buyer true, correct and complete copies of (i) the Real Property Leases (and all amendments and modifications thereto), and (ii) all title insurance reports and policies, underlying title exception documents, surveys, related documents and information pertaining to such Leased Real Property in the Seller Parties’ possession.

(d)     A Seller Party or one of its Affiliates has a good, valid, existing and enforceable leasehold interest in, sub leasehold interest in, or other occupancy right with respect to, all Leased Real Property, in each case free and clear of any Encumbrances other than Permitted Encumbrances (it being understood that until the consummation of the Mergers only LIN TV holds such interest).

(e)     Neither the whole nor any part of the Owned Real Property nor, to the Knowledge of the Seller Parties, any Leased Real Property is subject to (i) any pending or, to the Knowledge of the Seller Parties, threatened suit for condemnation or other taking by any public authority, or (ii) any private restrictive covenant or governmental use restriction (including zoning) that prohibits or materially interferes with the current use of the Real Property, and none of the Seller Parties or their Affiliates has received any written notice of the intention of any Governmental Body or other Person to take or use all or any part thereof.

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(f)     There are no outstanding options or rights of first refusal or other contractual rights to purchase all or a portion of the Owned Real Property. All buildings, structures, fixtures, building systems and equipment, and all components which are part of the Owned Real Property and, to the Knowledge of the Seller Parties, the Leased Real Property are in all material respects in good operating condition, subject to normal wear, and are in all material respects sufficient for the operation of the Business as presently conducted. No portion of any facility, building, improvement or other structure located on any of the Owned Real Property or, to the Knowledge of the Seller Parties, the Leased Real Property has suffered any material damage by fire or other casualty within the past two (2) years which has not been substantially repaired or restored.

(g)     Schedule 3.9(g) contains a list, as of the date hereof, of all Real Property Leases pursuant to which any Seller Party or any of its Affiliates leases, subleases, licenses, sublicenses or otherwise grants a right of use or occupancy to a third party with respect to all or any portion of any Real Property. Except for the foregoing, none of the Seller Parties and their Affiliates has assigned, pledged, leased, subleased, licensed, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered in any way any interest in the Real Property or the leasehold, subleasehold, license or sublicense created by any Real Property Lease.

(h)     The Real Property constitutes all interests in real property which are necessary for continued operation of the Station as currently operated. The Seller Parties own, lease or have the legal right to use in the ordinary course of business all easements, rights of entry and rights-of-way which are material to the Business. All of the towers, guy anchors, guy wires, cables, driveways, parking lots, ground systems, transmitting equipment, buildings and other buildings, fixtures, and improvements, relating to the Station’s operations are located entirely on and wholly within the lot limits and metes and bounds of the Real Property, comply in all material respects with all set-back laws and requirements, and comply in all material respects with all license and permit requirements.

(i)     To the Knowledge of the Seller Parties, all material improvements on the Real Property conform in all material respects to applicable Laws and all use restrictions, and all Real Property is zoned for the various purposes for which the Real Property and any improvements thereon are presently being used. Within the past two (2) years, none of the Seller Parties and their Affiliates has received any written notice of any material violation of any material Law affecting the Real Property or the Seller Parties’ and their Affiliates’ use thereof. All material Governmental Permits required for the occupancy and operation of the Real Property as presently being used have been obtained and are in full force and effect and, none of the Seller Parties and their Affiliates has received any written notice of violation in connection with such Permits. To the Knowledge of the Seller Parties, there are no studies or reports which indicate any material defects in the design or construction of any of the improvements located on any of the Real Property.

Section 3.10.     Intellectual Property.

(a)     Schedule 3.10(a) contains a true and complete list as of the date of this Agreement of all patents and patent applications, registered and material unregistered Trademarks and registered copyrights, in each case, that are included in the Purchased Intellectual Property, including any pending applications to register any of the foregoing, identifying for each whether it is owned by or exclusively licensed to the Seller Parties. The Seller Parties exclusively own, free and clear of any and all Encumbrances other than Permitted Encumbrances, all Purchased Intellectual Property identified on Schedule 3.10(a) and all other Purchased Intellectual Property, except for Purchased Intellectual Property that is licensed to the Seller Parties by a third party licensor pursuant to a written license agreement that remains in effect.

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(b)     Except as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect, to the Knowledge of the Seller Parties, the Business is not infringing, misappropriating or otherwise violating any Intellectual Property owned by any third party. To the Knowledge of the Seller Parties, no third party is materially misappropriating or infringing any Purchased Intellectual Property. The Buyer acknowledges that the representations and warranties set forth in this Section 3.10 are the only representations and warranties the Seller Parties make in this Agreement with respect to any activity that constitutes, or otherwise with respect to, infringement, misappropriation or other violation of Intellectual Property.

(c)     There are no actions, suits or proceedings by or before any court or any Governmental Body which are pending or, to the Knowledge of Seller Parties, threatened regarding or disputing the ownership, registrability or enforceability, or use by the Seller Parties or any of their Affiliates, of any Purchased Intellectual Property, other than the review of pending patent and trademark applications by applicable Governmental Bodies, nor to the Knowledge of the Seller Parties is there a reasonable basis for any claim that it does not so own any of such Purchased Intellectual Property except for Purchased Intellectual Property that is licensed to the Seller Parties by a third party licensor pursuant to a written license agreement that remains in effect. Neither Seller Party nor any of its Affiliates is a party to any outstanding Order that restricts, in a manner material to the Business, the use or ownership of any Purchased Intellectual Property.

(d)     The Seller Parties have taken all reasonable steps in accordance with standard industry practices to protect their rights in the Purchased Intellectual Property and at all times have maintained the confidentiality of all information that constitutes or constituted a trade secret included therein.

Section 3.11.     Tangible Personal Property.

(a)     The Seller Parties and their Affiliates have good and valid title or a valid right to use all of the material Tangible Personal Property included in the Purchased Assets free and clear of all Encumbrances, except for Permitted Encumbrances.

(b)     All of the material Tangible Personal Property has been maintained in all material respects in accordance with past practice and generally accepted industry practice. Each material item of the Tangible Personal Property is in all material respects in good operating condition and repair, ordinary wear and tear excepted, and is adequate for the uses to which it is being put. All leased material Tangible Personal Property is in all material respects in the condition required of such property by the terms of the lease applicable thereto.

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Section 3.12.     Employees. Schedule 3.12 contains: (a) a complete and accurate list of all full-time, part-time and per diem employees of the Seller Parties and their Affiliates as of the date of this Agreement whose employment relates primarily to the Business, including each of their job titles, dates of hire, rates of pay and other compensation entitlements, and whether they are Active or Inactive Employees; and (b) the current rate of annual base salary provided by the Seller Parties and their Affiliates to such employees as of the date hereof.

Section 3.13.     Employee Relations.

(a)     None of the Seller Parties or their Affiliates is a party to any labor or union agreement or collective bargaining agreement in respect of the Station or covering any Employee as of the date hereof.

(b)     Except as disclosed on Schedule 3.13, as of the date of this Agreement, no unfair labor practice charge against any of the Seller Parties or any of its Affiliates in respect of the Station is pending or, to the Knowledge of the Seller Parties, threatened before the National Labor Relations Board, any state labor relations board or any court or tribunal. The Seller Parties are and during the past five years have been in compliance in all material respects with all applicable Laws respecting employment, including discrimination or harassment in employment, terms and conditions of employment, termination of employment, wages, overtime classification, hours, occupational safety and health, employee whistle-blowing, immigration, employee privacy, employment practices and classification of employees, consultants and independent contractors, in connection with the Business.

(c)     As of the date of this Agreement there are no, and since January 1, 2013, there have not been any, organizing activities, lockouts, strikes, slowdowns or other work stoppages or material labor disputes pending or, to the Knowledge of the Seller Parties, threatened in respect of the Station.

Section 3.14.     Contracts. Schedule 3.14 sets forth as the date hereof a list of the following Contracts primarily relating to the Business or the Purchased Assets:

(a)     any Contract for the purchase, sale, license or lease of assets used or to be used primarily in the Business, or for the provision of services primarily used in the Business, with a value in excess of $25,000;

(b)     any programming Contract or film or program license Contract for rights to broadcast television programs or shows as part of the Station’s programming;

(c)     any retransmission Contract with any MVPDs with more than 1,000 paid subscribers with respect to the Station;

(d)     any Contract that is a “local marketing agreement” or time brokerage agreement, joint sales agreement, shared services agreement, management services agreement, local news sharing agreement or similar Contract;

(e)     any partnership, shareholder, joint venture, or other similar Contract;

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(f)     any affiliation Contract with a national television network;

(g)     any Contract for capital expenditures in excess of $10,000 for any single item and $25,000 in the aggregate;

(h)     any Employment Agreement or other Contract with any individual Employee, independent contractor or consultant;

(i)     any Contract pursuant to which a Seller Party is the lessee or lessor of, or holds, uses, or makes available for use to any Person, (A) any real property or (B) any Tangible Personal Property and, in the case of clause (B), that involves an aggregate future or potential liability or receivable, as the case may be, in excess of $25,000;

(j)     any Contract relating to or evidencing Indebtedness of the Business or any of the Seller Parties or their Affiliates in connection with the Business, including mortgages, other grants of security interests, guarantees or notes in excess of $25,000;

(k)     any Contract with any Governmental Body;

(l)     any Contract with any Related Party of a Seller Party;

(m)     any Contract that limits, or purports to limit, the ability of a Seller Party or the Business to compete in any line of business or with any Person or in any geographic area or during any period of time, or that restricts the right of a Seller Party or the Business to sell to or purchase from any Person or to hire any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rights;

(n)     any Contract related in whole or in part to any Purchased Intellectual Property other than licenses of off-the-shelf software with a replacement value or aggregate annual license and maintenance fees of less than $20,000;

(o)     any Contract (other than any Contract of the type described in clauses (a) through (n) above) that primarily relates to the Business that is not terminable by a Seller Party without penalty on ninety (90) days’ notice or less and which is reasonably expected to involve the payment by the Seller Parties after the date hereof of more than $100,000 per annum; and

(p)     any other Contract that is material to the Business, taken as a whole.

Schedule 3.14 also indicates (i) whether each Contract listed therein is to be deemed an “Assumed Contract” and (ii) for any Assumed Contract, whether the consent of a third Person is required in order to assign the Contract as contemplated by this Agreement and the Ancillary Agreements.

Section 3.15.     Status of Contracts. Except as set forth in Schedule 3.15 or in any other Schedule hereto, each of the Contracts listed in Schedule 3.14 and indicated to be an “Assumed Contract” (collectively, the “Station Agreements”) is a legal, valid and binding obligation of a Seller Party and, to the Knowledge of the Seller Parties, the other parties thereto, and is in full force and effect (in each case, subject to applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). The Seller Parties and their Affiliates are not in breach of, or default under, any Station Agreement and, to the Knowledge of the Seller Parties, no other party to any Station Agreement is in breach of, or default under, any Station Agreement, and (ii) to the Knowledge of the Seller Parties, no event has occurred which would result in a breach of, or default under, any Station Agreement (in each case, with or without notice or lapse of time or both). True and complete copies of each of the Station Agreements, together with all amendments thereto, have heretofore been made available to the Buyer by the Seller Parties.

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Section 3.16.     No Violation, Litigation or Regulatory Action. Except as set forth in Schedule 3.16 and 3.8(c):

(a)     Each Seller Party is in compliance in all material respects with all Laws which are applicable to the Purchased Assets, the Station, the Business or the Assumed Liabilities;

(b)     Since December 31, 2012 and through the date of this Agreement, no Seller Party has received any written notice from a Governmental Body of a material violation of any applicable Laws.

(c)     As of the date of this Agreement, except for threatened actions, suits or proceedings in connection with the transactions contemplated by the Mergers and for Orders relating to conditions to be approved by Governmental Bodies of the Mergers, there are no Proceedings which are pending or, to the Knowledge of the Seller Parties, threatened against any Seller Party or any of their Affiliates in respect of the Purchased Assets, the Assumed Liabilities, the Station or the Business or the ownership or operation thereof.

Section 3.17.     Insurance. A Seller Party or one of its Affiliates currently maintains, in respect of the Purchased Assets, the Stations and the Business, policies of fire and extended coverage and casualty, liability and other forms of insurance in such amounts and against such risks and losses as are in the judgment of the Seller Parties prudent for the Business. The Seller Parties have not received notice of, nor to the Knowledge of the Seller Parties is there threatened, any cancellation, termination, reduction of coverage or material premium increases with respect to any such policy. Except as set forth in Schedule 3.17 with respect to the Business, there are no outstanding claims under any insurance policy or default with respect to provisions in any such policy which claim or default, individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect.    

Section 3.18.     Employee Plans; ERISA.

(a)     Schedule 3.18 sets forth a list of each Employee Plan in effect as of the date of this Agreement. A true and correct copy of each such Employee Plan, including all amendments thereto, has been delivered to the Buyer.

(b)     “ERISA Affiliate” means with respect to any entity (i) a member of any “controlled group” (as defined in section 414(b) of the Code) of which that entity is also a member, (ii) a trade or business, whether or not incorporated, under common control (within the meaning of section 414(c) of the Code) with that entity, or (iii) a member of an affiliated service group (within the meaning of section 414(m) of the Code) of which that entity is also a member. “Compensation Arrangement” means any Employment Agreement, bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance or termination pay, or profit sharing plan, program, agreement, or arrangement for the benefit of any current or former Employee, director, or independent contractor of the Station.

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(c)     Each Employee Plan has been operated and administered in material compliance and currently is in material compliance, both as to form and operation, with its terms and all applicable Laws, including the requirements of ERISA and the Code, except where noncompliance would not result in a liability to Buyer. Each Employee Plan intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter, or with respect to a prototype plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan sponsor, to the effect that such qualified plan is so qualified and that the plan and the trust related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Seller nothing has occurred subsequent to the date of such favorable determination letter that could adversely affect the qualified status of any such plan. There have been no statements or communications made or materials provided to any employee or former employee of the Seller Parties or their Affiliates that is, was or could be construed as a contract or promise by the Buyer to provide for any pension, welfare, or other compensation or benefit to any such employee or former employee, whether before or after retirement.

(d)     No Employee Plan: (i) is subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA, (ii) is a “multiemployer plan” (within the meaning of Section 3(37) or Section 4001(a)(3) of ERISA) or (iii) provides for post-termination welfare benefits (other than as required by Code Section 4980B or any state law counterpart). None of the Seller Parties or any of its Affiliates or any ERISA Affiliate of the Seller Parties or their Affiliates has any liability (contingent or otherwise) relating to the withdrawal or partial withdrawal from a multiemployer plan within the meaning of Sections 4201 and 4204 of ERISA.

(e)     Neither the execution and delivery of this Agreement nor the transactions contemplated by this Agreement (either solely as a result thereof or as a result of such transaction in conjunction with another event) could (i) result in any payment (including severance, unemployment, compensation, golden parachute, “excess parachute” (within the meaning of Section 280G of the Code), bonus or otherwise) becoming due to any Transferred Employee; (ii) increase any compensation or benefits otherwise payable to any Transferred Employee; (iii) result in the acceleration of the time of payment or vesting of any compensation or benefits; or (iv) result in any acceleration of funding of any compensation or benefit.

(f)     Each Compensation Arrangement and all grants, awards, or benefits thereunder or under any Employee Plan that is subject to Section 409A have, in form and operation, met the requirements of Section 409A(a)(2), Section 409A(a)(3) and Section 409A(a)(4) of the Code.

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Section 3.19.     Environmental Protection.

(a)     Except as set forth in Schedule 3.19:

(i)     The Business and each Seller Party and its Affiliates in respect of the Business are in material compliance with all Environmental Laws;

(ii)     Each Seller Party and its Affiliates has, in respect of the Business, obtained all material Governmental Permits required under Environmental Law necessary for its operation. Each Seller Party and its Affiliates is in compliance in all material respects with all terms and conditions of such Governmental Permits;

(iii)     As of the date of this Agreement, none of the Seller Parties or any of its Affiliates, with respect to the Business, or the Station or the Real Property is the subject of any pending or, to the Knowledge of the Seller Parties, threatened action, claim, complaint, investigation or notice of noncompliance or potential responsibility or other proceedings alleging any material failure of the Business or such Persons with respect to the Business to comply with, or material liability of the Business or such Persons with respect to the Business under, any Environmental Law;

(iv)     To the Knowledge of the Seller Parties, there has been no Release or threatened or pending Release of Hazardous Materials at, under, to, about, on, or from any Real Property or any other property currently or formerly owned, licensed, leased, occupied, used or operated by any of the Seller Parties or their Affiliates with respect to the Business, the Purchased Assets, the Assumed Liabilities or the Station that would reasonably be expected to require any Seller Party to conduct any material investigation, remediation or other response action, or incur material Losses;

(v)     To the Knowledge of the Seller Parties, no Hazardous Materials are generated, disposed, or present in, on, or under any of the Real Property except for such Hazardous Materials as are (i) reasonably necessary for the customary operation of the Station and the Business, and (ii) used, stored, handled and disposed in material compliance with Environmental Laws; and

(vi)     The Seller Parties have made available to the Buyer true, complete and correct copies of all environmental assessments, audits, inspections, investigations, surveys or other similar environmental reports relating to the Station, the Real Property, the Business or the Purchased Assets that are in the possession, custody or control of the Seller Parties.

(b)     Other than as provided in Section 3.8, the representations and warranties contained in this Section 3.19 are the sole and exclusive representations and warranties relating to Environmental Law or Hazardous Materials.

Section 3.20.     MVPD Matters. Schedule 3.20 contains, as of the date hereof, (i) a list of each Station retransmission consent Contract existing as of the date hereof to which any Seller Party or any of its Affiliates is a party with any MVPD that has more than one thousand (1,000) paid subscribers in the Station’s Market, and (ii) a list of the MVPDs that, to the Knowledge of the Seller Parties, carry the Station and have more than one thousand (1,000) paid subscribers with respect to the Station outside of the Station’s Market. The applicable Seller Party or one of its Affiliates has entered into retransmission consent contracts with respect to each MVPD that has more than one thousand (1,000) paid subscribers in the Station's Market. To the Knowledge of the Seller Parties, as of the date of this Agreement, no MVPD is retransmitting the signal of the Station without the authorization of a Seller Party. Since December 31, 2013 and except as set forth on Schedule 3.20, as of the date hereof (x) no MVPD with more than one thousand (1,000) paid subscribers in the Station’s Market has provided written notice to the Seller Parties or their Affiliates of any material signal quality issue or has failed to respond to a request for carriage or, to the Knowledge of the Seller Parties, sought any form of relief from carriage of the Station from the FCC and (y) none of the Seller Parties or their Affiliates has received any written notice from any MVPD with more than one thousand (1,000) paid subscribers in the Market of such MVPD’s intention to delete a Station from carriage or to change a Station’s channel position.

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Section 3.21.     Certain Business Practices. Neither the Business (including any of the Seller Parties or their Affiliates with respect to the Business), nor, to the Knowledge of the Seller Parties, any representative of the Business (including any of the Seller Parties or their Affiliates with respect to the Business), acting in such capacity, has, directly or indirectly, (a) offered, paid, promised to pay, or authorized a payment, of any money or other thing of value (including any fee, gift, sample, travel expense or entertainment) or any commission payment, or any payment related to political activity, to any government official or employee, to any employee of any organization owned or controlled in part or in full by any Governmental Body, or to any political party or candidate, to influence the official or employee to act or refrain from acting in relation to the performance of official duties, with the purpose of obtaining or retaining business or any other improper business advantage or (b) taken any action which would cause them to be in violation of the Foreign Corrupt Practices Act of 1977 or any other anti-corruption or anti-bribery Law applicable to them (whether by virtue of jurisdiction or organization or conduct of business).

Section 3.22.     Transactions with Related Parties. Except as set forth on Schedule 3.22, no Related Party of any Seller Party has: (a) borrowed money from or loaned money to the Business or any of the Seller Parties or their Affiliates with respect to the Business that remains outstanding or that will not be discharged in accordance with this Agreement; (b) or has had any business dealings or a financial interest in any transaction with the Business or with the Seller Parties involving the Business or any of the Purchased Assets, other than business dealings or transactions conducted in the ordinary course of business at prevailing market prices and on prevailing market terms; (c) any contractual or other claim, express or, to the Knowledge of the Seller Parties, implied, of any kind whatsoever against or in respect of the Business; or (d) any interest in any Purchased Assets.

Section 3.23.     No Finder. None of the Seller Parties, any of their Affiliates or any party acting on any Seller Party’s or any of their Affiliates’ behalf has paid or become obligated to pay any fee or commission to any broker, finder or intermediary for or on account of the transactions contemplated by this Agreement for which the Buyer may become liable.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE BUYER

As an inducement to the Seller Parties to enter into this Agreement and to consummate the transactions contemplated hereby, the Buyer represents and warrants to the Seller Parties as follows as of the date hereof and as of the Closing:

Section 4.1.     Organization. Each of the Buyer and the Buyer Guarantor is organized, validly existing and in good standing under the laws of the state of its organization. Each of the Buyer and the Buyer Guarantor has the requisite organizational power and authority to own, lease and operate the properties and assets used in connection with its business as currently being conducted or to be acquired pursuant hereto.

Section 4.2.     Authority of the Buyer.

(a)     Each of the Buyer and the Buyer Guarantor has the requisite organizational power and authority to execute and deliver this Agreement and all of the other agreements and instruments to be executed and delivered by the Buyer or the Buyer Guarantor, as applicable, pursuant hereto (collectively, the “Buyer Ancillary Agreements”), to consummate the transactions contemplated hereby and thereby and to comply with the terms, conditions and provisions hereof and thereof.

(b)     The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by each of the Buyer and the Buyer Guarantor have been duly authorized and approved by all necessary organizational action on the part of the Buyer and the Buyer Guarantor and do not require any further authorization or consent on the part of the Buyer, the Buyer Guarantor or any of their Affiliates. This Agreement is, and each other Buyer Ancillary Agreement when executed and delivered by the Buyer or the Buyer Guarantor, as applicable, and the other parties thereto will be, a legal, valid and binding agreement of the Buyer or the Buyer Guarantor, as applicable, enforceable in accordance with its respective terms, except in each case as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(c)     Except for the FCC Consent, the DOJ Consent, as my be required by the WARN Act or other similar Laws, and as set forth in Schedule 4.2, none of the execution, delivery and performance by the Buyer or the Buyer Guarantor of this Agreement, or by the Buyer or the Buyer Guarantor, as applicable, of the Buyer Ancillary Agreements to which it is a party, the consummation by the Buyer or the Buyer Guarantor, as applicable, of the transactions contemplated hereby or thereby or compliance by the Buyer or the Buyer Guarantor, as applicable, with or fulfillment by the Buyer or the Buyer Guarantor, as applicable, of the terms, conditions and provisions hereof or thereof will:

(i)     conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon any assets of the Buyer under, (A) the certificate of incorporation, bylaws or other organizational documents of the Buyer or the Buyer Guarantor, as applicable, or (B) any material indenture, note, mortgage, lease, guaranty or agreement, or any material judgment, Order, award or decree, to which the Buyer or the Buyer Guarantor, as applicable, is a party; or

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(ii)     require the approval, consent, authorization or act of, or the making by the Buyer or the Buyer Guarantor, as applicable, of any declaration, filing or registration with, any third Person or any foreign, federal, state or local court, governmental or regulatory authority or body, except for any approval by the DOJ, as required by the DOJ Final Judgment, except, in any case, as would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the ability of the Buyer to perform its obligations under this Agreement.

Section 4.3.     Litigation. None of the Buyer, the Buyer Guarantor or any of their Affiliates is a party to any action, suit or proceeding pending or, to the knowledge of the Buyer, threatened which, if adversely determined, would reasonably be expected to restrict the ability of the Buyer to consummate promptly the transactions contemplated by this Agreement. There is no Order to which the Buyer, the Buyer Guarantor or any of their Affiliates, is subject which would reasonably be expected to restrict the ability of the Buyer or the Buyer Guarantor to consummate promptly the transactions contemplated by this Agreement.

Section 4.4.     No Finder. None of the Buyer, the Buyer Guarantor or any of their Affiliates, or any party acting on any of their behalf has paid or become obligated to pay any fee or commission to any broker, finder or intermediary for or on account of the transactions contemplated by this Agreement for which the Seller Parties or their Affiliates may become liable.

Section 4.5.     Qualifications as FCC Licensee.

(a)     The Buyer is legally, financially and otherwise qualified to be the licensee of, and to acquire, own, operate and control, the Station under the Communications Act, including the provisions relating to media ownership and attribution, foreign ownership and control, and character qualifications. To the Buyer’s knowledge, there are no facts or circumstances with respect to the Buyer or Buyer Group Members that would (i) disqualify the Buyer as the assignee of the Seller FCC Authorizations or as the owner and operator of the Station, (ii) delay the FCC’s processing of the FCC Applications, or (iii) cause the FCC to impose a material condition or conditions on its granting of the FCC Consent. No waiver of or exemption from, whether temporary or permanent, any provision of the Communications Act, or any divestiture or other disposition by the Buyer or any of their respective Affiliates of any asset or property, is necessary for the FCC Consent to be obtained under the Communications Act.

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Section 4.6.     Financial Capacity. The Buyer has, as of the date of this Agreement, and will have, as of the Closing Date, on hand (or access through committed credit facilities to) adequate funds to perform all of its obligations under this Agreement.

ARTICLE V

ACTION PRIOR TO THE CLOSING DATE

The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:

Section 5.1.     Access to the Business. Upon the written request of the Buyer, the Seller Parties shall use reasonable efforts to afford to the officers, employees and authorized representatives of the Buyer (including independent public accountants, attorneys and consultants) reasonable access during normal business hours, and upon reasonable prior notice, to the offices, properties, employees and business and financial records of the Business to the extent reasonably necessary for Buyer’s transition planning and shall furnish to the Buyer or its authorized representatives such additional information concerning the Business as shall be reasonably requested to the extent reasonably necessary for Buyer’s transition planning; provided, however, that the Seller Parties or their Affiliates shall not be required to violate any obligation of confidentiality or other obligation under applicable Law to which the Seller Parties or any of their respective Affiliates are subject in discharging their obligations pursuant to this Section 5.1. The Buyer agrees that any such access shall be conducted in such a manner as not to interfere unreasonably with the operations of Business, the Seller Parties or their Affiliates. Notwithstanding the foregoing, none of the Seller Parties or their respective Affiliates shall be required to (i) take any action which would constitute a waiver of attorney-client or other privilege or would compromise the confidential information of the Seller Parties or their Affiliates not related to the Business, (ii) supply the Buyer with any information which, in the reasonable judgment of the Seller Parties, the Seller Parties or any of their Affiliates are under a contractual or legal obligation not to supply or (iii) permit the Buyer or any of its Affiliates to conduct any sampling of soil, sediment, groundwater, surface water or building material. Any information disclosed to the Buyer by the Seller Parties under this Section 5.1 shall be held in accordance with the Confidentiality Agreement, dated as of June 19, 2014 (the “Confidentiality Agreement”), by and between Media General, LIN and Buyer Guarantor.

Section 5.2.      Notification of Certain Matters.

(a)     The Buyer or the Buyer Guarantor, on the one hand, and the Seller Parties, on the other hand, shall promptly notify the other upon becoming aware of any material breach of any of their own respective representations or warranties contained in this Agreement.

(b)     Each party shall promptly notify the other of any action, suit or proceeding that shall be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement. The Seller Parties shall promptly notify the Buyer, and the Buyer shall promptly notify the Seller Parties, of any lawsuit, claim, proceeding or investigation that is threatened, brought, asserted or commenced against the other which would have been listed in Schedule 3.16 or would be an exception to Section 4.3 if such lawsuit, claim, proceeding or investigation had arisen prior to the date hereof.

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Section 5.3.     FCC Consent; Other Consents and Approvals.

(a)     As promptly as practicable after the date hereof, but in any event no later than five (5) Business Days hereafter, the Seller Parties, the Buyer and their respective Affiliates, as applicable, shall file with the FCC the necessary applications requesting its consent to the Assignment of the Seller FCC Authorizations to the Buyer, as contemplated by this Agreement (the “FCC Applications”). The Seller Parties and the Buyer shall, or shall cause their respective Affiliates to, cooperate in the preparation of such applications and will diligently take, or cooperate in the taking of, all necessary, desirable and proper steps, provide any additional information required by the FCC and shall use reasonable best efforts to obtain promptly the FCC Consent; provided, however, that the parties hereto acknowledge and agree that Seller Parties or their Affiliates may take various actions solely related to obtaining necessary approvals for the Mergers and to consummate the Mergers, including amending the Seller Parties’ portion of the FCC Applications (which may affect the timing of FCC action with respect to the FCC Applications), and such actions shall not be deemed a violation of this obligation except to the extent such actions would be reasonably likely to result in the return, dismissal, or withdrawal of the FCC Applications or denial of the FCC Consent. The Seller Parties, on the one hand, and the Buyer, on the other hand, shall bear the cost of FCC filing fees relating to the FCC Applications equally. The Buyer and the Seller Parties shall oppose any petitions to deny or other objections filed with respect to the FCC Applications to the extent such petition or objection relates to any such party. Neither Seller Parties nor Buyer shall, and each shall cause its Affiliates not to, take any intentional action that would, or intentionally fail to take such action the failure of which to take would, reasonably be expected to have the effect of preventing the successful prosecution of the FCC Applications or materially delaying the receipt of the FCC Consent; provided, however, that the parties hereto acknowledge and agree that the Seller Parties and their respective Affiliates may take various actions solely related to obtaining necessary approvals for the Mergers and to consummate the Mergers, including amending the FCC Applications (which may affect the timing of FCC action with respect to the FCC Applications), and such actions shall not be deemed a violation of this obligation except to the extent such actions would be reasonably likely to result in the return, dismissal, or withdrawal of the FCC Applications or denial of the FCC Consent. The parties agree that they will cooperate to amend the FCC Applications as may be necessary or required to reflect the consummation of the Mergers or to otherwise obtain the timely grant of the FCC Consent.

(b)     The Seller Parties and the Buyer shall, use their respective reasonable best efforts to consummate and make effective the transactions contemplated hereby and to cause the conditions set forth in Article VII and Article VIII to be satisfied as promptly as reasonably practicable after the date hereof, including (i) in the case of the Buyer, the obtaining of all necessary approvals under any applicable communications or broadcast Laws required in connection with this Agreement, (ii) the obtaining of all necessary actions or nonactions, consents and approvals from Governmental Bodies or other persons necessary in connection with the consummation of the transactions contemplated by this Agreement and, in the case of the Seller Parties, the Mergers (including, but not limited to, the DOJ Consent and consents and approvals required pursuant to the DOJ Final Judgment) and the making of all necessary registrations and filings (including filings with Governmental Bodies if necessary) and the taking of all reasonable steps as may be necessary to obtain an approval from, or to avoid an action or proceeding by, any Governmental Body or other persons necessary in connection with the consummation of the transactions contemplated by this Agreement, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Body vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to fully carry out the purposes of this Agreement; provided, however, that the Seller Parties and their respective Affiliates may take various actions solely related to obtaining necessary approvals for the Mergers and to consummate the Mergers, including amending the FCC Applications, and such actions shall not be deemed a violation of this obligation except to the extent such actions would be reasonably likely to result in the return, dismissal, or withdrawal of the FCC Applications or denial of the FCC Consent. Notwithstanding any provision to the contrary in this Agreement, none of the Buyer or its Affiliates shall be obligated to divest or agree to divest any station or assets in connection with or relating to obtaining any consent or approval of any Person, notifying or making any filings with any Person concerning the transactions contemplated by this Agreement, or attempting to consummate and make effective the transactions contemplated by this Agreement or cause the conditions in Articles VII and VIII to be satisfied.

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(c)     The Seller Parties and the Buyer shall, and shall cause their respective Affiliates to, use reasonable best efforts to obtain all consents, approvals and amendments from the parties to the Station Agreements which are required by the terms thereof or this Agreement for the consummation of the transactions contemplated by this Agreement; provided, however, that none of the Seller Parties, the Buyer or any of their Affiliates shall have any obligation to offer or pay any consideration in order to obtain any such consents or amendments, including, any obligation to accept or agree to any restrictions, limitations, Encumbrances, to incur any obligation, liability, or to amend, modify or otherwise alter the terms of any contract or agreement with any such party that is not included in the Purchased Assets or, insofar as any Multi-Station Contract relates to Other Seller Stations (as such terms are defined in Section 5.6), the terms thereof relating to Other Seller Stations; and provided, further, that the parties acknowledge and agree that such third party consents are not conditions to Closing, except for the certain third party consent set forth on Schedule 5.3(c) (the “Required Consents”). All such consents and amendments shall be in writing and executed copies thereof shall be delivered to the Buyer and Seller Parties promptly after receipt thereof by the applicable parties. None of the Seller Parties and Buyer shall, and the Seller Parties and Buyer shall cause their Affiliates not to, agree to any modification of any Station Agreements in the course of obtaining any consent or amendment where such modification would materially adversely affect the Business.

Section 5.4.     Operations of the Station Prior to the Closing Date.

(a)     Subject to Section 6.3, prior to the Closing Date, except as approved by the Buyer in writing (which approval shall not be unreasonably withheld, delayed or conditioned), the Seller Parties shall cause the Business to be conducted in the ordinary course of the Business consistent with past practice, and to the extent consistent therewith:

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(i)     continue to promote and conduct advertising on behalf of the Station at levels substantially consistent with past practice;

(ii)     keep and maintain the Purchased Assets in good operating condition and repair (wear and tear in ordinary usage excepted);

(iii)     maintain the business organization of the Station intact;

(iv)     preserve the Business and the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business;

(v)     maintain the Station’s MVPD carriage in the Market existing as of the date of this Agreement, and timely make retransmission consent elections (and not elect must carry) with all MVPDs in the Market having one thousand (1,000) or more subscribers;

(vi)     maintain in full force and effect the Seller FCC Authorizations and other material Governmental Permits required to carry on the Stations Business, including promptly filing renewal applications, timely filing required FCC reports, and timely paying annual regulatory fees;

(vii)     deliver to the Buyer, within ten (10) days after filing, copies of any applications or responses to the FCC related to the Station that are filed during such period;

(viii)     notify the Buyer of any action, proceeding, or matter that occurs after the date hereof that would have had to be disclosed in Schedule 3.8(c) had such action, proceeding, or matter occurred prior to the date hereof; and

(ix)     operate in all material respects in accordance with, and comply with, the Communications Act and with all other Laws applicable to the Business or the Purchased Assets.

(b)     Notwithstanding Section 5.4(a) and subject to Section 6.3 regarding control of the Station, except (w) as expressly contemplated by this Agreement, (x) as set forth in Schedule 5.4(b), (y) as required by applicable Laws or by any Governmental Body of competent jurisdiction, or (z) with the prior written consent of the Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), the Seller Parties shall not, and shall cause their Affiliates not to, in respect of the Station, the Business or the Purchased Assets:

(i)     enter into any Contract or commitment that (x) involves the payment or potential payment of more than $25,000 per annum or $75,000 in the aggregate, (y) has a term in excess of one year, or (z) would be required to be listed on Schedule 3.14 were the Seller Parties or their Affiliates a party thereto as of the date of this Agreement, other than in the ordinary course of the Business and consistent with past practice;

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(ii)     amend, waive, modify or consent to the termination of any Assumed Contract, or amend, waive, modify or consent to the termination of any material right of the Seller Parties’ or their Affiliates’ thereunder, in each case, other than in the ordinary course of the Business and consistent with past practice; or notwithstanding Section 5.4(b)(i), enter into, amend, or renew any Contract with the Rentrak Corporation or its Affiliates;

(iii)     other than those capital expenditures listed in Schedule 5.4(b)(iii), make or authorize any new capital expenditures in excess of $25,000 in the aggregate, other than in the ordinary course of the Business and consistent with past practice or emergency repairs necessary for the continued operation of the Business;

(iv)     sell, lease (as lessor), transfer or otherwise dispose of or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of the material assets or properties relating to the Purchased Assets, other than the sale, lease (as lessor), transfer or other disposal of property in the ordinary course of the Business or pursuant to existing contracts or commitments, and other than Permitted Encumbrances;

(v)     hire any Person that would be an Employee as a department head or anchor or chief on-air talent (provided that the Seller Parties may hire any Person to be an Employee as a department head or anchor or chief on-air talent as long as the applicable Seller Party reasonably consults the Buyer with respect to such Person’s employment prior thereto); and other than in the ordinary course of the Business, hire any Person that would be an Employee, or terminate any Employee other than for cause as determined in good faith by any of the Seller Parties, who earns base compensation at an annual rate exceeding $100,000;

(vi)     make, revoke or change any Tax election or settle or compromise any Tax liability, in each case relating to the Business, other than on a basis consistent with past practice;

(vii)     take or fail to take any action that could reasonably be expected to cause the FCC or any other Governmental Body to institute proceedings for the suspension, revocation or adverse modification of any of the Seller FCC Authorizations in any material respect;

(viii)     other than in the ordinary course of the Business, enter into any new, or materially modify the terms of any existing, Employment Agreement with any Employee other than as required by Law;

(ix)     materially increase the cash compensation of the Employees, other than changes made in accordance with normal compensation practices and consistent with past compensation practices or as required by Law or by the terms of existing Contracts or Employee Plans;

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(x)     enter into any Contract with any Related Party of a Seller Party;

(xi)     incur any liability that would constitute an Assumed Liability, except in the ordinary course of the Business consistent with past practice or as required by Law or by the terms of existing Contracts or Employee Plans;

(xii)     settle any litigation, claims or Proceedings to the extent arising out of or related to the Purchased Assets, the Assumed Liability or the Business, other than in the ordinary course of the Business and consistent with past practice;

(xiii)     establish, adopt, enter into or amend in any material respect any collective bargaining agreement or Employee Plan other than as required by Law or by the terms of existing Contracts or Employee Plans;

(xiv)     adversely modify any of the Seller FCC Authorizations;

(xv)     apply to the FCC for any FCC license, construction permit, authorization or any modification thereto that would restrict the Business after the Closing, it being expressly understood and acknowledged that one or more of the Seller Parties or their Affiliates with the FCC may enter into commitments or agreements with Governmental Bodies that contain restrictions applicable to the business of the Seller Parties after the Closing, including commitments by the Seller Parties or their Affiliates not to enter into sharing agreements with the Buyer or any of its Affiliates, and that this Agreement in no way restricts the ability of the Seller Parties or their Affiliates to do so; or

(xvi)     agree or commit to do any of the foregoing.

Section 5.5.     Public Announcement. None of the Seller Parties, the Buyer or any of their Affiliates shall, without the approval of the other, make any press release or other public announcement concerning the transactions contemplated by this Agreement, except as and to the extent that any such party shall be so obligated by Laws or by the rules, regulations or policies of any national securities exchange or association.

Section 5.6.     Multi-Station Contracts. Schedule 5.6 contains a list as of the date hereof of Contracts which are included in the Purchased Assets and to which one or more television stations of any of the Seller Parties or any of their Affiliates (an “Other Seller Station”) is party to, or has rights or obligations thereunder (any such contract or agreement, a “Multi-Station Contract”). The rights and obligations under the Multi-Station Contracts that are assigned to and assumed by Buyer (and included in the Purchased Assets and Assumed Liabilities, as the case may be) shall include only those rights and obligations under such Multi-Station Contracts that are applicable to the Station. The rights of each Other Seller Station with respect to such contract or agreement and the obligations of each Other Seller Station to such contract or agreement shall not be assigned to and assumed by Buyer (and shall be Excluded Assets and Excluded Liabilities, as applicable). For purposes of determining the scope of the rights and obligations of the Multi-Station Contracts, the rights and obligations under each Multi-Station Contract shall be equitably allocated among (1) the Station, on the one hand, and (2) the Other Seller Stations, on the other hand, in accordance with the following equitable allocation principles:

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(a)     any allocation set forth in the Multi-Station Contract shall control; and

(b)     if there is no allocation in the Multi-Station Contract as described in clause (a) hereof, then any reasonable allocation (to be determined by mutual good faith agreement of the Seller Parties and Buyer) shall control.

(c)     Subject to any applicable third-party consents, such allocation and assignment with respect to any Multi-Station Contract shall be effectuated, at the election of the Buyer, by termination of such Multi-Station Contract in its entirety with respect to the Station and the execution of new contracts with respect to the Station or by an assignment to and assumption by Buyer of the related rights and obligations under such Multi-Station Contract. The parties shall use commercially reasonable efforts to obtain any such new contracts or assignments to, and assumptions by, Buyer in accordance with this Section 5.6; provided, that, completion of documentation of any such allocation under this Section 5.6 is not a condition to Closing.

ARTICLE VI

ADDITIONAL AGREEMENTS

Section 6.1.     Taxes.

(a)     The Seller Parties shall prepare and timely file all Tax Returns with respect to the Business and the Purchased Assets for taxable periods ending prior to the Closing Date, and shall pay all Taxes reflected on such Tax Returns. The Buyer shall prepare and timely file all Tax Returns with respect to the Business and the Purchased Assets for taxable periods beginning on or after the Closing Date, and for all periods beginning before and ending after the Closing Date (each such period, a “Straddle Period”) and shall pay all Taxes reflected on such Tax Returns. Notwithstanding this Section 6.1(a), (i) in the case of all real property Taxes, personal property Taxes and similar ad valorem obligations with respect to the Business or any of the Purchased Assets for any Straddle Period, such property Taxes, personal property Taxes and similar ad valorem obligations shall be apportioned between the Seller Parties, on the one hand, and the Buyer, on the other hand, based on the number of days of such Tax period up to and including the day prior to the Closing Date and the number of days of such Tax period including and after the Closing Date, and the Seller Parties shall be liable for the proportionate amount of such Taxes that is attributable to the portion of the Tax period up to and including the day prior to the Closing Date, and the Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the portion of the Tax period including and after the Closing Date, and (ii) in the case of all other Taxes with respect to the Business or any of the Purchased Assets for any Straddle Period (other than federal, state and local income Taxes arising out of, or attributable to, or resulting from the sale of the Purchased Assets and the Business or the transactions contemplated by this Agreement), such Taxes shall be apportioned between the Seller Parties, on the one hand, and the Buyer, on the other hand, based on a “closing of the books” basis as if the relevant Tax period ended on the day prior to the Closing Date, and the Seller Parties shall be liable for the amount of such Taxes that is attributable to the portion of the Tax period up to and including the day prior to the Closing Date, and the Buyer shall be liable for the amount of such Taxes that is attributable to the portion of the Tax period including and after the Closing Date.

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(b)     The Seller Parties shall, and shall cause their Affiliates to, pay all federal, state and local income Taxes of the Seller Parties or their Affiliates, as applicable, arising out of, or attributable to, or resulting from the sale of the Purchased Assets and the Business contemplated by this Agreement.

(c)     Any Transfer Taxes shall be borne fifty percent (50%) by the Buyer and fifty percent (50%) by the Seller Parties. The Seller Parties and the Buyer shall reasonably cooperate in the preparation, execution and filing of all Tax Returns, questionnaires, applications or other documents regarding any such Transfer Taxes and in seeking or perfecting any available exemption from Transfer Taxes.

(d)     The Seller Parties or the Buyer, as the case may be, shall promptly provide reimbursement for any Tax paid by the other party which is the responsibility of the Seller Parties or the Buyer, as the case may be, in accordance with the terms of this Section 6.1. Within a reasonable time prior to the payment of any such Tax, the party paying such Tax shall give notice to the other party of the Tax payable and the portion which is the liability of each party, although failure to do so will not relieve the other party from its liability hereunder. The Buyer shall promptly notify the Seller Parties in writing upon receipt by the Buyer or any of its Affiliates of notice of any pending or threatened Tax audits, examinations or assessments which may affect the Tax liabilities for which the Seller Parties would be liable pursuant to this Section 6.1. The Seller Parties shall have the sole right to control any Tax audit or administrative or court proceeding relating to taxable periods ending before the Closing Date, and to employ counsel of their choice at their expense. In the case of any Straddle Period, the Seller Parties shall be entitled to participate at their expense in any Tax audit or administrative or court proceeding relating in whole or in part to Taxes attributable to the portion of such Straddle Period ending on the day prior to the Closing Date, and at the sole expense of the Seller Parties, may assume control of such audit or proceeding as to Taxes attributable to the portion of the Straddle Period ending on the day prior to the Closing Date. Regardless of which party assumes the defense of any such Tax audit or administrative or court proceeding, the parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Tax audit or administrative or court proceeding. Such cooperation shall include providing records and information that are relevant to such Tax audit or administrative or court proceeding, and making each parties’ employees and officers available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and to act as a witness or respond to legal process. The Buyer may not, and shall cause its Affiliates not to, settle any Tax claim for any taxable period ending prior to the Closing Date (or for the portion of any Straddle Period ending on the day prior to the Closing Date) without the prior written consent of the Seller Parties, which consent shall not be unreasonably withheld, delayed or conditioned.

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(e)     Each of the Seller Parties and the Buyer shall have the right to assign its respective rights under this Agreement (but without release of its respective obligations herein and without release of the other party’s obligations herein) to a third party who may act as a “qualified intermediary” or an “exchange accommodation titleholder” with respect to this Agreement in accordance with the provisions of Section 1031 of the Code, the Treasury Regulations promulgated thereunder, and any corresponding state or local income Tax Laws (such assignment and related transactions, a “Like-Kind Exchange”); provided that such assignment does not materially hinder or delay the consummation of the transactions contemplated by this Agreement or the prosecution of the FCC Applications. If either party elects to engage in a Like-Kind Exchange, the party so electing (the “Electing Party”) shall notify the other party of its election in writing no later than five (5) days prior to the Closing. The Electing Party shall bear its own expenses in connection with any such election to engage in a Like-Kind Exchange. Each of the Seller Parties and the Buyer, as the case may be, shall cooperate fully with the Electing Party, and take any action reasonably requested by the Electing Party, in connection with enabling the transactions to qualify in whole or in part as a Like-Kind Exchange; provided, however, that such actions do not impose any liabilities, including any unreimbursed monetary obligations or costs, on the Seller Parties or the Buyer, as the case may be, and that the Electing Party shall promptly reimburse the other party for any third-party costs reasonably incurred in connection with such election, including as the result of any subsequent review of such election by any Governmental Body or any attendant tax consequences.

Section 6.2.     Employees; Employee Benefit Plans

(a)     Employment. The Seller Parties shall provide an updated Schedule 3.12 to the Buyer no later than thirty (30) days prior to the Closing (provided that the Buyer provides the Seller Parties with reasonable advance written notice of the Closing Date). As of or before the Closing, the Buyer shall offer employment to each Employee who (i) is not then on authorized leave of absence, sick leave, short or long term disability leave, military leave or layoff with recall rights (“Active Employees”); or (ii) is then on authorized leave of absence, sick leave, short term disability leave, military leave or layoff with recall rights and who returns to active employment immediately following such absence and within six (6) months of the Closing Date, or such later date as required under applicable Laws (“Inactive Employees”) it being understood that Buyer shall not be obligated to offer employment to any Employee whose principal work location is not at the Station or whose employment responsibilities relate substantially to the corporate operations of the Seller Parties or their Affiliates or the business of one or more of the other stations owned by the Seller Parties or their Affiliates, and such Persons shall not be deemed Transferred Employees for any purpose. For the purposes hereof, all Active Employees, or Inactive Employees who accept an offer of employment from the Buyer and commence employment on the applicable Employment Commencement Date are hereinafter referred to collectively as the “Transferred Employees,” and the “Employment Commencement Date” as referred to herein shall mean (x) as to those Transferred Employees who are Active Employees, the Closing Date, and (y)  those Transferred Employees who are Inactive Employees, the date on which the Transferred Employee begins employment with the Buyer. The Buyer shall employ at-will those Transferred Employees who do not have employment agreements with any of the Seller Parties initially at a salary and position and on terms and conditions determined by the Buyer but with monetary compensation (consisting of base salary, and, as applicable, commission rate and normal bonus opportunity) substantially the same as those provided by the applicable Seller Party immediately prior to the Employment Commencement Date. The initial terms and conditions of employment for those Transferred Employees who have Employment Agreements with the Seller Parties shall be as set forth in such Employment Agreements, which shall, to the extent permitted under the applicable agreements, be assigned to Buyer and assumed by Buyer. The Buyer agrees that it or one of its Affiliates shall, for at least one (1) year after the Closing Date, provide each Transferred Employee who remains employed with the Buyer with employee benefits that are substantially similar to the employee benefits (but not pension benefits) provided to similarly situated employees of Hearst Properties Inc. The Buyer agrees that it and its Affiliates, for at least one (1) year after the Closing Date, shall provide severance benefits to the Transferred Employees on terms that are substantially similar to those provided to similarly situated employees of Hearst Properties Inc. With respect to all Employees, the Seller Parties shall be responsible for all liabilities, compensation, and any benefits (including severance) arising prior to or in connection with or as a result of the termination by the Seller Parties or their Affiliates of such Employees (in accordance with Seller Parties’ and their Affiliates’ employment terms) or with respect to any Employee who does not accept Buyer’s offer for employment.

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(b)     Service Credit. From and after the Closing Date, for purposes of determining eligibility to participate and vesting only under any plan maintained by the Buyer or its Affiliates in which Transferred Employees are eligible to participate, the Buyer shall, and shall cause its Affiliates to, recognize or cause to be recognized each Transferred Employee’s service with the Seller Parties or any of their Affiliates, and with any predecessor employer, to the same extent recognized by the Seller Parties, as service with the Buyer or any of its Affiliates to the same extent such service was recognized immediately prior to the Closing under a comparable benefit plan in which such Transferred Employee was eligible to participate immediately prior to the Closing, except that such service need not be recognized to the extent such recognition would result in the duplication of benefits for the same period of service.

(c)     401(k) Plan. The Buyer shall cause a tax-qualified defined contribution plan established or designated by the Buyer or any of its Affiliates (“Buyer’s 401(k) Plan”) to accept rollover contributions from the Transferred Employees of any account balances distributed to them as a result of the transactions contemplated by this Agreement by the existing tax-qualified defined contribution plan established or designated by the Seller Parties or any of their Affiliates. The Buyer shall, and shall cause its Affiliates to, allow any such Transferred Employees’ outstanding plan loan to be rolled into Buyer’s 401(k) Plan. The distribution and rollover described herein shall comply with applicable Laws, and the Buyer and the Seller Parties shall, and shall cause their respective Affiliates to, make all filings and take any actions required of each such Person by applicable Laws in connection therewith. The Buyer shall cause Buyer’s 401(k) Plan to credit Transferred Employees with service credit for eligibility and vesting purposes for service recognized for the equivalent service under Seller’s 401(k) Plan.

(d)     Welfare Plans. The Seller Parties shall retain responsibility for and continue to pay all medical, life insurance, disability and other welfare plan expenses and benefits for each Transferred Employee with respect to claims incurred under the terms of the Employee Plans by such employees or their covered dependents prior to the Employment Commencement Date and shall retain responsibility for any and all liability or other obligation under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws in connection with the transactions contemplated by this Agreement with respect to any group health plan of any of the Seller Parties or their Affiliates. Further, the Seller Parties shall not commit any act or omission which would directly or indirectly give rise to any liability or other obligation on the part of the Buyer or any of its Affiliates (or any group health plan relating to the Buyer or any of its Affiliates) as or in relation to a “successor employer” (i) under Code Section 4980B or Sections 601-608 of ERISA or other applicable Law in connection with the transactions contemplated by this Agreement or any group health plan relating to the Seller Parties or their Affiliates, or (ii) in connection with any Employee Plan. With respect to any welfare benefit plans maintained by the Buyer or any of its Affiliates for which the Transferred Employees are eligible to participate on and after the Employment Commencement Date, to the extent permitted by Laws and the terms of those welfare benefit plans, the Buyer shall, and shall cause its Affiliates to (a) cause there to be waived any eligibility requirements or pre-existing condition limitations to the same extent waived generally by the Buyer and its Affiliates with respect to their employees and (b) give effect, in determining any deductible and maximum out-of-pocket limitations, amounts paid by such Transferred Employees with respect to similar plans maintained by the Seller Parties or their Affiliates.

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(e)     Vacation. The Buyer shall assume as of Closing all liabilities for unpaid, accrued vacation of each Transferred Employee as of the Employment Commencement Date, giving service credit under the vacation policy of the Buyer for service with the Seller Parties, and shall permit Transferred Employees to use their vacation entitlement accrued as of Closing in accordance with the policy of the Seller Parties as of Closing for carrying over unused vacation. Notwithstanding any provision in this Agreement to the contrary, no Transferred Employee shall be entitled to receive duplicate credit for the same period of service.

(f)     Sick Leave. The Buyer shall grant credit under the policy of the Buyer to Transferred Employees for all unused sick leave accrued by Transferred Employees on the basis of their service during the current calendar year as employees of the Seller Parties and their Affiliates.

(g)     Flexible Spending Accounts. Effective as of Closing, the Buyer shall establish flexible spending accounts for medical and dependent care expenses for Transferred Employees covered by that type of account in an Employee Plan as of immediately prior to the Closing. The Buyer shall credit such accounts with the amount (positive or negative) credited as of the Closing Date to such Transferred Employees under the Employee Plan. The existing flexible spending account elections for such employees as of the Closing Date shall apply under the Buyer’s post-Closing flexible spending account plan year in which the Closing Date occurs. As soon as practicable after the Closing Date, (i) the Seller Parties shall pay to the Buyer in cash the amount, if any, by which the aggregate contributions made by covered employees to the Seller Parties’ flexible spending accounts exceeded the aggregate benefits provided to such employees as of the Closing Date or (ii) the Buyer shall pay to the Seller Parties in cash the amount, if any, by which aggregate benefits provided to such employees under the Seller Parties’ flexible spending accounts exceeded the aggregate contributions made by such employees as of the Closing Date.

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(h)     Payroll Matters.

(i)     The Seller Parties and the Buyer shall follow the “standard procedures” for preparing and filing Internal Revenue Service Forms W-2 (Wage and Tax Statements), as described in Revenue Procedure 2004-53 for Transferred Employees. Under this procedure, (i) the Seller Parties shall provide all required Forms W-2 to (x) all Transferred Employees reflecting wages paid and taxes withheld by the Seller Parties prior to the Employment Commencement Date, and (y) all other employees and former employees of the Seller Parties who are not Transferred Employees reflecting all wages paid and taxes withheld by the Seller Parties, and (ii) the Buyer (or one of its Affiliates) shall provide all required Forms W-2 to all Transferred Employees reflecting all wages paid and taxes withheld by the Buyer (or one of its Affiliates) on and after the Employment Commencement Date.

(ii)     The Seller Parties and the Buyer shall adopt the “alternative procedure” of Revenue Procedure 2004-53 for purposes of filing Internal Revenue Service Forms W-4 (Employee’s Withholding Allowance Certificate) and W-5 (Earned Income Credit Advance Payment Certificate). Under this procedure, the Seller Parties shall provide to the Buyer all Internal Revenue Service Forms W-4 and W-5 on file with respect to each Transferred Employee and any written notices received from the Internal Revenue Service under Reg. § 31.3402(f)(2)-1(g)(5) of the Code, and the Buyer will honor these forms until such time, if any, that such Transferred Employee submits a revised form.

(iii)     With respect to garnishments, tax levies, child support orders, and wage assignments in effect with the Seller Parties on the Employment Commencement Date for Transferred Employees and with respect to which the Seller Parties have notified the Buyer in writing, the Buyer shall, and shall cause its Affiliates to, honor such payroll deduction authorizations with respect to Transferred Employees and shall, or shall cause its Affiliates to, continue to make payroll deductions and payments to the authorized payee, as specified by a court or order which was filed with the Seller Parties on or before the Employment Commencement Date, to the extent such payroll deductions and payments are in compliance with applicable Laws, and the Seller Parties will continue to make such payroll deductions and payments to authorized payees as required by Laws with respect to all other employees of the Business who are not Transferred Employees. The Seller Parties shall, as soon as practicable after the Employment Commencement Date, provide the Buyer with such information in the possession of the Seller Parties as may be reasonably requested by the Buyer and necessary for the Buyer or its Affiliates to make the payroll deductions and payments to the authorized payee as required by this Section 6.2(i).

(i)     WARN Act. The Buyer and the Seller Parties agree to cooperate in good faith to determine whether any notification may be required under the Worker Adjustment and Retraining Act of 1988, as amended (the “WARN Act”) or other similar Laws, as a result of the transactions contemplated under this Agreement and, if such notices are required, to provide such notice in a manner that is reasonably satisfactory to each of the parties hereto.

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(j)     Without limiting the generality of Section 11.6, nothing in this Section 6.2, express or implied, is intended to confer on any Person (including any Transferred Employees and any current or former employees of the Seller Parties or any of their Affiliates) other than the parties hereto and their respective successors and assigns, any rights, benefits, remedies, obligations or liabilities under or by reason of this Section 6.2. Accordingly, notwithstanding anything to the contrary in this Section 6.2, the parties expressly acknowledge and agree that this Agreement is not intended to create a contract between the Buyer, the Seller Parties or any of their respective Affiliates, on the one hand, and any employee of the Seller Parties on the other hand, and no employee of the Seller Parties or any of their Affiliates may rely on this Agreement as the basis for any breach of contract claim against the Buyer, the Seller Parties or any of their respective Affiliates.

Section 6.3.     Control of Operations Prior to Closing Date. Notwithstanding anything contained herein to the contrary, the sale of the Purchased Assets contemplated hereby shall not be consummated prior to the grant by the FCC of the FCC Consent. The Seller Parties and the Buyer acknowledge and agree that at all times commencing on the date hereof and ending on the Closing Date, (x) nothing in this Agreement, including Section 5.4, shall be construed to give the Buyer any right to, control, direct or otherwise supervise, or attempt to control, direct or otherwise supervise, any of the management or operations of the Station and (y) the Seller Parties shall have complete control and supervision of the programming, operations, policies and all other matters relating to the Station.

Section 6.4.     Bulk Transfer Laws. The Buyer hereby waives compliance by the Seller Parties or their Affiliates with the provisions of any so-called bulk sales or bulk transfer Law of any jurisdiction in connection with the sale of the Purchased Assets to the Buyer hereunder; provided, however, that, the Seller Parties will be liable and indemnify the Buyer for any liability arising from the Seller Parties’ non-compliance with any such Law.

Section 6.5.     Use of Names. The Seller Parties are not conveying ownership rights or granting the Buyer a license to use any of the Retained Names and Marks and, after the Closing, the Buyer shall not and shall not permit any of its Affiliates to use in any manner the Retained Names and Marks or any word that is similar in sound or appearance to such names or marks. In the event the Buyer violates any of its obligations under this Section 6.5, the Seller Parties may proceed against the Buyer in law or in equity for such damages or other relief as a court may deem appropriate. The Buyer acknowledges that a violation of this Section 6.5 may cause the Seller Parties irreparable harm, which may not be adequately compensated for by money damages. The Buyer therefore agrees that in the event of any actual or threatened violation of this Section 6.5, any of such parties shall be entitled, in addition to other remedies that they may have, to a temporary restraining order and to preliminary and final injunctive relief against the Buyer or any such Affiliate of the Buyer to prevent any violations of this Section 6.5, without the necessity of posting a bond.

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Section 6.6.     Accounts.

(a)     Effective as of the Closing Date, the Seller Parties hereby irrevocably constitute and appoint the Buyer as their true and lawful attorney-in-fact with full power of substitution (i) to collect in a reasonable manner consistent with reasonable past practice for the account of the Buyer any Purchased Assets and (ii) to institute and prosecute all proceedings that the Buyer may in its sole discretion deem proper in order to enforce any right, title or interest in, to or under the Purchased Assets, and to defend or compromise any and all actions, suits or proceedings in respect of the Purchased Assets.

(b)     All payments and reimbursements received by the Seller Parties or their Affiliates in connection with or arising out of the Purchased Assets or the Assumed Liabilities after the Closing shall be held by the Seller Parties in trust for the benefit of the Buyer and, promptly upon receipt by the Seller Parties or their Affiliates of any such payment or reimbursement, the Seller Parties shall pay over to the Buyer the amount of such payment or reimbursement without right of setoff.

(c)     All payments and reimbursements received by the Buyer in connection with or arising out of the Excluded Assets or the Excluded Liabilities after the Closing Date shall be held by the Buyer in trust for the benefit of the Seller Parties and, promptly upon receipt by the Buyer of any such payment or reimbursement, the Buyer shall pay over to the Seller Parties the amount of such payment or reimbursement without right of setoff.

Section 6.7.     Exclusivity. The Seller Parties shall not, and shall cause any of their Affiliates not to, (i) solicit, initiate, or encourage the submission of any proposal or offer from any Person relating to the acquisition, directly or indirectly, of the Station, the Business or the Purchased Assets, or (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the foregoing. The Seller Parties will notify the Buyer immediately if any Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing, and will provide the Buyer with all details in the possession of the Seller Parties or their Affiliates concerning such proposal, offer, inquiry, or contact.

Section 6.8.     Non-Solicitation.

(a)     For a period of one year following the Closing, the Seller Parties shall not, and shall cause its Affiliates not to, directly or indirectly through any Person or contractual arrangement: solicit, recruit or hire any person who at any time on or after the date of this Agreement is a Business Group Employee; provided, that the foregoing shall not prohibit (A) a general solicitation to the public of general advertising or similar methods of solicitation by search firms not specifically directed at Business Group Employees or (B) the Seller Parties or their Affiliates from soliciting, recruiting or hiring any Business Group Employee who replies to such general solicitations described in (A) above, has ceased to be employed or retained by the Seller Parties, the Buyer or any of their respective Affiliates for at least six (6) months, or otherwise contacts the Seller Parties, or their Affiliates on his or her own initiative. For purposes of this Section 6.8, “Business Group Employee” means the Transferred Employees and any employee of the Buyer or its Affiliates who is employed primarily in connection with the Station.

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(b)     The Seller Parties acknowledge that the covenants of the Seller Parties set forth in this Section 6.8 are an essential element of this Agreement and that any breach by the Seller Parties of any provision of this Section 6.8 will result in irreparable injury to the Buyer. The Seller Parties acknowledge that in the event of such a breach, in addition to all other remedies available at law, the Buyer shall be entitled to seek equitable remedies available at law in accordance with Section 11.16. The Seller Parties have independently consulted with its counsel and after such consultation agrees that the covenants set forth in this Section 6.8 are reasonable and proper to protect the legitimate interest of the Buyer.

(c)     If a court of competent jurisdiction determines that the character, duration or geographical scope of the provisions of this Section 6.8 are unreasonable, it is the intention and the agreement of the parties that these provisions shall be construed by the court in such a manner as to impose only those restrictions on the Seller Parties’ conduct that are reasonable in light of the circumstances and as are necessary to assure to the Buyer the benefits of this Agreement. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants of this Section 6.8 because taken together they are more extensive than necessary to assure to the Buyer the intended benefits of this Agreement, it is expressly understood and agreed by the parties that the provisions hereof that, if eliminated, would permit the remaining separate provisions to be enforced in such proceeding, shall be deemed eliminated, for the purposes of such proceeding, from this Agreement.

Section 6.9.     Title Insurance. The Seller Parties shall, and shall cause their respective Affiliates to use their respective commercially reasonable efforts to, prior to Closing and thereafter to the extent applicable, facilitate Buyer in obtaining, in form and substance reasonably satisfactory to it, for each Owned Real Property: (A) a 2006 ALTA Extended Coverage Form Policy of Title Insurance (together with all endorsements and affirmative coverages required by the Buyer) issued by one or more title insurance companies selected by the Buyer and (B) a currently dated, in-place survey prepared by a surveyor approved by the Buyer and registered or licensed in the state in which such real property is located in accordance with the 1999 Minimum Standard Detail Requirements for ALTA/ASCM Land Title Surveys and such other standards as the title company may require as condition to the removal of the standard survey exception from the title policy for such property and certified to the Buyer and any of its designees. Buyer shall provide the Seller Parties with copies of the title policies and surveys promptly upon receipt. The Buyer shall pay the fees, costs and expenses with respect to the title policies and surveys.

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ARTICLE VII

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLER PARTIES

The obligations of the Seller Parties under this Agreement to consummate the sale of the Purchased Assets contemplated hereby shall be subject to the satisfaction, fulfillment or, where legally possible, waiver, on or prior to the Closing Date, of the following conditions:

Section 7.1.     No Breach of Covenants and Warranties. (a) The Buyer shall have performed and complied in all material respects with its covenants and agreements contained herein required to be performed or complied with by it as of or prior to the Closing; and (b) each of the representations and warranties of the Buyer contained in this Agreement shall be true and correct on the Closing Date as though made on the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Date, in which case they need only have been true and correct as of such specified date or time), except where the failure of such representations and warranties to be true and correct (without giving effect to any qualifiers or exceptions relating to “materiality” set forth in such representations and warranties), individually or in the aggregate, has not had and would not be reasonably likely to have a material adverse effect on the ability of the Buyer to perform its obligations under this Agreement. In addition, the Buyer shall have delivered to the Seller Parties a certificate, dated as of the Closing Date, signed by an executive officer of the Buyer and certifying as to the satisfaction of the conditions specified in this Section 7.1.

Section 7.2.     No Restraint. There shall not be in effect any preliminary or permanent injunction or other Order, decree or ruling by a court of competent jurisdiction that restrains, enjoins or otherwise prohibits the consummation of the sale and purchase of the Purchased Assets and/or the assumption of the Assumed Liabilities contemplated hereby.

Section 7.3.     Certain Governmental Approvals.

(a)     The FCC Consent shall have been granted and shall be effective; and

(b)     Prior written approval by the DOJ of the terms of the transactions contemplated by this Agreement as prescribed in the DOJ Final Judgment and DOJ Consent shall have been obtained.

Section 7.4.     Mergers. The Mergers shall have been consummated.

Section 7.5.     Deliveries. The Buyer shall have made, or stands ready at the Closing to make, the deliveries contemplated by Section 2.8(b) to the Seller Parties.

Section 7.6.     WVTM-TV Transaction. The transactions contemplated by the WVTM Asset Purchase Agreement shall have been consummated prior to or simultaneously with the Closing.

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ARTICLE VIII

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER

The obligations of the Buyer under this Agreement to consummate the purchase of the Purchased Assets and the assumption of the Assumed Liabilities contemplated hereby shall, be subject to the satisfaction, fulfillment or, where legally possible, waiver on or prior to the Closing Date, of the following conditions:

Section 8.1.     No Breach of Covenants and Warranties. (a) The Seller Parties shall have performed and complied in all material respects with their respective covenants and agreements contained herein required to be performed or complied with by them as of or prior to the Closing; and (b) each of the representations and warranties of the Seller Parties contained in this Agreement shall be true and correct on the Closing Date as though made on the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Date, in which case they need only have been true and correct as of such specified date or time), except where the failure of such representations and warranties to be true and correct (without giving effect to any qualifiers or exceptions relating to “materiality” or “Material Adverse Effect” set forth in such representations and warranties), would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. In addition, the Seller Parties shall have delivered to the Buyer a certificate, dated as of the Closing Date, signed by an executive officer of the Seller Parties and certifying as to the satisfaction of the conditions specified in this Section 8.1.

Section 8.2.     No Restraint. There shall not be in effect any preliminary or permanent injunction or other Order, decree or ruling by a court of competent jurisdiction that restrains, enjoins or otherwise prohibits the consummation of the sale and purchase of the Purchased Assets and/or the assumption of the Assumed Liabilities contemplated hereby.

Section 8.3.     Certain Governmental Approvals.

(a)     The FCC Consent shall have been granted and shall be effective, and in the event any petition to deny, application for review, or other objection has been filed with respect to the FCC Applications or the FCC Consent, at Buyer’s option, the FCC Consent shall have become a Final Order; provided, however, that if the Closing occurs before the FCC Consent shall become a Final Order, Buyer and Seller Parties shall have entered into a mutually acceptable unwind agreement providing for the unwinding of the Closing in the event the FCC Consent is reversed, rescinded, vacated, set aside or annulled; and

(b)     Prior written approval by the DOJ of the terms of the transactions contemplated by this Agreement as prescribed in the DOJ Final Judgment and DOJ Consent shall have been obtained.

Section 8.4.     Closing Deliveries. The Seller Parties and their Affiliates shall have made, or stand ready at the Closing to make, the deliveries contemplated by Section 2.8(a) to the Buyer.

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Section 8.5.     Required Consents. The Required Consents shall have been obtained and delivered to the Buyer without any modification, amendment, or conditions to the underlying Assumed Contract except as expressly approved by Buyer (such approval not to be unreasonably withheld, conditioned or delayed).

Section 8.6.     No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any change, event or development that, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect.

Section 8.7.     WVTM-TV Transaction. The transactions contemplated by the WVTM Asset Purchase Agreement shall have been consummated prior to or simultaneously with the Closing.

ARTICLE IX

INDEMNIFICATION

Section 9.1.     Indemnification by the Seller Parties. From and after the Closing and subject to Section 11.1, the Seller Parties agree jointly and severally to indemnify, defend and hold harmless the Buyer Group Members from and against any and all Losses and Expenses imposed upon, or incurred or suffered by, any Buyer Group Member as a result of or arising out of or relating to or caused by:

(i)     any breach by any of the Seller Parties of, or any other failure of any of the Seller Parties to perform, any of their covenants, agreements or obligations pursuant to this Agreement or any Ancillary Agreements;

(ii)     any breach of or inaccuracy of any representation or warranty of any of the Seller Parties contained in this Agreement or any certificate delivered by or on behalf of any of the Seller Parties pursuant hereto;

(iii)     the Excluded Liabilities; or

(iv)     a Seller Party’s failure to comply with the terms and conditions of any bulk sales or bulk transfer or similar Laws of any jurisdiction that may be applicable to the sale or transfer of any or all of the Purchased Assets to the Buyer.

provided, however, that in respect of the Non-Fundamental Representations, the Seller Parties shall not be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 with respect to Losses and Expenses imposed upon, or incurred or suffered by, the Buyer Group Members until, and then only to the extent that, the aggregate amount of all such Losses and Expenses exceed one percent (1%) of the Purchase Price (the “Deductible”); and, provided, further, that the aggregate amount of Losses and Expenses that the Seller Parties shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 in respect of Non-Fundamental Representations shall not exceed the Cap. For purposes of this Agreement, the “Cap” means (a) an amount equal to ten percent (10%) of the Purchase Price. For purposes of clarity, the Deductible and the Cap shall not apply to the Fundamental Representations. Any qualification of the representations and warranties of the Seller Parties or their Affiliates by reference to materiality or Material Adverse Effect, where applicable, relating to the matters stated therein, or words of similar effect, shall be disregarded in determining the amount of Losses and Expenses arising therefrom; provided that the foregoing shall not apply to Section 3.4(a).

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Section 9.2.     Indemnification by the Buyer. From and after the Closing and subject to Section 11.1, the Buyer agrees to indemnify and hold harmless each of the Seller Parties from and against any and all Losses and Expenses imposed upon, or incurred or suffered by, any Seller Group Member as a result of or arising out of or relating to or caused by:

(i)     any breach by the Buyer of, or any other failure of the Buyer to perform, any of its covenants, agreements or obligations in this Agreement;

(ii)     any breach of or inaccuracy of any representation or warranty of the Buyer contained or in this Agreement or any certificate delivered by or on behalf of the Buyer pursuant hereto; or

(iii)     the Assumed Liabilities.

provided, however, that in respect of the Non-Fundamental Representations only, the Buyer shall not be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.2 with respect to Losses and Expenses imposed upon, or incurred or suffered by, Seller Group Members until, and then only to the extent that, the aggregate amount of all such Losses and Expenses exceed the Deductible; and, provided, further, that the aggregate amount of Losses and Expenses that the Buyer shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.2, other than in respect of the Non-Fundamental Representations, shall not exceed the Cap. Any qualification of the representations and warranties of the Buyer or its Affiliates by reference to materiality or Material Adverse Effect, where applicable, relating to the matters stated therein, or words of similar effect, shall be disregarded in determining the amount of Losses and Expenses arising therefrom.

Section 9.3.     Notice of Claims; Determination of Amount.

(a)     Any party seeking indemnification hereunder (the “Indemnified Party”) shall give promptly to the party or parties, as applicable, obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a written notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any certificate delivered hereunder upon which such claim is based. Subject to Section 11.1, the failure of any Indemnified Party to give the Claim Notice as required by this Section 9.3 shall not affect such Indemnified Party’s rights under this Article IX except to the extent such failure is actually materially prejudicial to the rights and obligations of the Indemnitor.

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(b)     In calculating any Loss or Expense there shall be deducted (i) any net amount actually recovered by the indemnified party under insurance policies or from any other third Person (and no right of subrogation shall accrue hereunder to any such insurer or other third Person) and (ii) any net Tax benefit actually realized. The Indemnitor shall not be entitled to require that any action be made or brought against any other Person before action is brought or claim is made against it hereunder by the Indemnified Party.

Section 9.4.     Third Person Claims.

(a)     In order for a party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified Party, such Indemnified Party shall notify the Indemnitor in writing, and in reasonable detail, of the third Person claim promptly, but in any event within ten (10) days, after receipt by such Indemnified Party of written notice of the third Person claim, which such notification must include a copy of the written notice of the third Person claim that was received by the Indemnified Party (the “Third Person Claim Notice”). Thereafter, the Indemnified Party shall deliver to the Indemnitor, promptly, but in any event within five (5) Business Days, after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claim, the Indemnified Party must notify the Indemnitor with a copy of the complaint promptly, but in any event within five (5) Business Days, after receipt thereof and shall deliver to the Indemnitor promptly, but in any event within seven (7) Business Days, after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Subject to Section 11.1, the failure of any Indemnified Party to promptly provide a Third Person Claim Notice as required by this Section 9.4 shall not affect such Indemnified Party’s rights under this Article IX except to the extent such failure is actually materially prejudicial to the rights and obligations of the Indemnitor.

(b)     In the event of the initiation of any legal proceeding against the Indemnified Party by a third Person that is exclusively for civil monetary damages at law, if the Indemnitor acknowledges in writing its obligation to indemnify the Indemnified Party against any and all Losses and Expenses that may result from such claim, the Indemnitor shall have the sole and absolute right after the receipt of a Third Person Claim Notice, at its option and at its own expense, to be represented by counsel of its choice and to control, defend against, negotiate, settle or otherwise deal with any proceeding, claim, or demand which relates to any loss, liability or damage indemnified against hereunder; provided, however, that the Indemnified Party may participate in any such proceeding with counsel of its choice and at its expense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demand. Prior to the time the Indemnified Party is notified by the Indemnitor as to whether the Indemnitor will assume the defense of such proceeding, claim or demand, the Indemnified Party shall use commercially reasonable efforts to take actions reasonably necessary to timely preserve the collective rights of the parties with respect to such proceeding, claim or demand, including responding timely to legal process. To the extent the Indemnitor elects not to defend such proceeding, claim or demand (or fails to confirm its election) within thirty (30) days after the giving by the Indemnified Party to the Indemnitor of a Third Person Claim Notice, the Indemnified Party may retain counsel reasonably acceptable to the Indemnitor, at the expense of the Indemnitor, and control the defense of, or otherwise deal with, such proceeding, claim or demand. Regardless of which party assumes the defense of such proceeding, claim or demand, the parties agree to cooperate with one another in connection therewith. Such cooperation shall include providing records and information that are relevant to such proceeding, claim or demand, and making each parties’ employees and officers available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and to act as a witness or respond to legal process. Whether or not the Indemnitor assumes the defense of such proceeding, claim or demand, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge or consent to a settlement of, or the entry of any judgment arising from, any such proceeding, claim or demand without the Indemnitor’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or judgment includes as an unconditional term thereof the release of the Indemnitor from all liability with respect to such proceeding, claim or demand, in which event no such consent shall be required. The Indemnitor shall not consent to a settlement of, or the entry of any judgment arising from, any such proceeding, claim or demand without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or judgment (a) relates solely to monetary damages for which the Indemnitor shall be responsible and (b) includes as an unconditional term thereof the release of the Indemnified Party from all liability with respect to such proceeding, claim or demand, in which event no such consent shall be required. After any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the time in which to appeal therefrom has expired, or a settlement shall have been consummated, or the Indemnified Party and the Indemnitor shall arrive at a mutually binding agreement with respect to each separate matter alleged to be indemnified by the Indemnitor hereunder, the Indemnitor shall pay all of the sums so owing to the Indemnified Party by wire transfer, certified or bank cashier’s check within ten (10) days after the date of such notice.

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(c)     The party that has assumed the control or defense of any such proceeding, claim or demand made by a third Person against the other party shall (a) provide the other party with the right to participate in any meetings or negotiations with any Governmental Body or other third Person and reasonable advance notice of any such meetings or negotiations, (b) provide the other party with the right to review in advance and provide comments on any draft or final documents proposed to be submitted to any Governmental Body or other third Person, and (c) keep the other party reasonably informed with respect to such proceeding, demand or claim, including providing copies of all documents provided to, or received from, any Governmental Body or any other third Person in connection with such proceeding, demand or claim. The Buyer Group Members, on the one hand, and the Seller Group Members, on the other hand, covenant and agree to maintain the confidence of all such drafts and comments provided by the other.

To the extent of any inconsistency between this Section 9.4 and Section 6.1(d) with respect to Taxes, the provisions of Section 6.1(d) shall control.

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Section 9.5.     Limitations; No Subrogation; Exclusive Remedies.

(a)     In any case where the Indemnified Party recovers from third Persons any amount in respect of a matter with respect to which the Indemnitor has indemnified it pursuant to this Article IX, the Indemnified Party shall promptly pay over to the Indemnitor the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery), but not in excess of any amount previously so paid by the Indemnitor to or on behalf of the Indemnified Party in respect of such matter.

(b)     From and after the Closing, none of the Seller Parties or their Affiliates or any of their respective employees or agents (as applicable) shall have any right of contribution, right of indemnity or other right or remedy against the Purchased Assets or any Person who owns, controls or operates the Business after the Closing, in connection with any indemnification obligation or any other liability to which such Seller Parties or their Affiliates or any of their respective employees or agents, may become subject under this Agreement..

(c)     Except for remedies that cannot be waived as a matter of law and injunctive, equitable and provisional relief, if the Closing occurs, this Article IX shall be the exclusive remedy for breaches of this Agreement (including any covenant, obligation, representation or warranty contained in this Agreement or in any certificate delivered pursuant to this Agreement) or otherwise relating to the subject matter of this Agreement, including any claims arising under any Environmental Laws; provided, however, that nothing contained in this Agreement shall relieve or limit the liability of any party for Losses and Expenses arising out of or resulting from such party’s fraud, criminal activity, intentional misrepresentation, or willful misconduct in connection with the transactions contemplated by this Agreement or the Ancillary Agreements.

Section 9.6.     No Special Damages; Mitigation. Notwithstanding anything to the contrary contained in this Agreement, none of the parties hereto shall have any liability under any provision of this Agreement for any punitive, incidental, consequential, special, or indirect damages, except to the extent such damages are payable to a third Person. Each of the parties agrees to take all reasonable steps to mitigate their respective Losses and Expenses upon and after becoming aware of any event or condition which could reasonably be expected to give rise to any Losses and Expenses that are indemnifiable hereunder, including using its commercially reasonable efforts to obtain insurance proceeds or other recoveries from third Persons in respect thereof.

Section 9.7.     Effect of Knowledge. The right to rely on the representations, warranties, covenants and agreements in this Agreement or any Ancillary Agreement and the right to indemnification or any other remedy based on representations, warranties, covenants and agreements in this Agreement or any Ancillary Agreement shall not be affected by any investigation conducted at any time, or any knowledge or information acquired or capable of being acquired at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement.

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ARTICLE X

TERMINATION

Section 10.1.     Termination.

(a)     Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated at any time prior to the Closing:

(i)     by the mutual written consent of the Seller Parties and the Buyer;

(ii)     by the Seller Parties, if a breach or failure to perform any of the covenants or agreements of the Buyer contained in this Agreement shall have occurred, or there shall be any breach of or inaccuracy of any of the representations or warranties of the Buyer contained in this Agreement, and such breach, failure to perform or inaccuracy would, if occurring or continuing on the Closing Date, give rise to the failure of a condition set forth in Section 7.1, and such breach, failure to perform or inaccuracy (x) cannot be cured prior to the Termination Date or (y) if curable, is not cured on or before the earlier of the Termination Date or thirty (30) days following receipt by the Buyer of written notice of such breach, failure to perform or inaccuracy; provided, however, that the Seller Parties shall not have the right to terminate this Agreement pursuant to this Section 10.1(a)(ii) if any of the Seller Parties is then in breach of any of its respective covenants or agreements contained in this Agreement or any of the representations or warranties of the Seller Parties contained in this Agreement shall be inaccurate, and, in any such case would give rise to the failure of a condition set forth in Section 8.1;

(iii)     by the Buyer, if a breach or failure to perform any of the covenants or agreements of the Seller Parties contained in this Agreement shall have occurred, or there shall be any breach of or inaccuracy of any of the representations or warranties of the Seller Parties contained in this Agreement, and such breach, failure to perform or inaccuracy would, if occurring or continuing on the Closing Date, give rise to the failure of a condition set forth in Section 8.1, and such breach, failure to perform or inaccuracy (x) cannot be cured prior to the Termination Date or (y) if curable, is not cured on or before the earlier of the Termination Date or thirty (30) days following receipt by the Seller Parties of written notice of such breach, failure to perform or inaccuracy: provided, however, that the Buyer shall not have the right to terminate this Agreement pursuant to this Section 10.1(a)(iii) if the Buyer is then in breach of any of its covenants or agreements contained in this Agreement or any of the representations or warranties of the Buyer contained in this Agreement shall be inaccurate, and, in any such case would give rise to the failure of a condition set forth in Section 7.1;

(iv)     by the Seller Parties or the Buyer, if any court of competent jurisdiction shall have issued a final and non-appealable Order, decree or ruling permanently restraining, enjoining or otherwise prohibiting the consummation of the sale of the Purchased Assets contemplated hereby;

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(v)     by the Seller Parties or the Buyer, if (i) the Closing shall not have occurred on or before 5:00 p.m., local New York time, on the one-year anniversary of the date hereof (the “Initial Termination Date” and the Initial Termination Date as extended as set forth below, the “Termination Date”) and (ii) the party seeking to terminate this Agreement pursuant to this Section 10.1(a)(v) shall not have breached or failed to fulfill, as applicable, any of its covenants or other obligations under this Agreement which were the cause of, or resulted in, the failure of the Closing to occur prior to such time; or

(vi)     by the Seller Parties or the Buyer, upon the termination of the Merger Agreement for any reason.

(b)     The party desiring to terminate this Agreement pursuant to Section 10.1(a) (other than pursuant to Section 10.1(a)(i)) shall give written notice of such termination to the other party or parties, as applicable.

(c)     Subject to Section 10.1(d) below, in the event that this Agreement shall be terminated pursuant to Section 10.1 (a), all further obligations of the parties under this Agreement (other than Section 5.5, this Article X and Article XI, and, for the avoidance of doubt, the Confidentiality Agreement, which, in each case, shall remain in full force and effect) shall be terminated without further liability of any party; provided that, subject to Section 10.1(d) below, nothing herein shall relieve any party from liability for any breach of this Agreement.

Section 10.2.     Withdrawal of Certain Filings. In the event of termination under the provisions of this Article X, all filings, applications and other submissions relating to the transactions contemplated by this Agreement as to which termination has occurred shall, to the extent practicable, be withdrawn from the Governmental Body or other Person to which made.

ARTICLE XI

GENERAL PROVISIONS

Section 11.1.     Survival of Representations, Warranties and Obligations. All representations and warranties of the parties hereto contained in this Agreement or any certificate delivered pursuant hereto shall survive the Closing and remain in full force and effect for a period of fifteen (15) months following the Closing Date (at which time the right to indemnification with respect thereto shall terminate, subject to any notice of claim provided prior to such time as described below); provided, however, that the representations and warranties in Sections 3.1(a) (Organization), 3.2(a) and (b) (Authority of the Seller Parties), 3.6 (Taxes), 3.7(b) (Title to Purchased Assets), 3.23 (No Finder), 4.1 (Organization), 4.2(a) and (b) (Authority of the Buyer), and Section 4.4 (No Finder) (such representations and warranties, collectively, the “Fundamental Representations”) shall each survive the Closing and remain in full force and effect until the fifth (5th) anniversary of the Closing Date (at which time the right to indemnification with respect thereto shall terminate, subject to any notice of claim provided prior to such time as described below) and the representations and warranties in Section 3.19 (Environmental Protection) shall survive the Closing and remain in full force and affect until the fifth (5^th) anniversary of the Closing Date (at which time the right to indemnification with respect thereto shall terminate, subject provided prior to such time as described below. Other than the Fundamental Representations, all representations and warranties of the Seller Parties and their Affiliates contained herein or in any certificate or other instrument or document delivered by the Seller Parties or their Affiliates to the Buyer pursuant to this Agreement are collectively referred to as the “Non-Fundamental Representations”. All of the covenants, agreements or obligations in this Agreement (including those to be performed prior to the Closing) shall survive the consummation of the Closing indefinitely or for the period explicitly specified herein. No claim may be brought under this Agreement unless written notice describing in reasonable detail the facts giving rise to the claim is given on or prior to the last day of the applicable survival period. In the event such notice is given, the right to indemnification with respect thereto shall survive the applicable survival period until such claim is finally resolved and any obligations with respect thereto are fully satisfied.

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Section 11.2.     Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party or parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, each party will return to the other party or parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Without the consent of the Buyer, from and after the Closing until the second (2nd) anniversary of the Closing Date, the Seller Parties shall not, and shall cause their Affiliates not to, disclose to any Person any information concerning the Business that is not already generally available to the public (“Confidential Information”) for any reason or purpose whatsoever, except as compelled by applicable Law, as reasonably required to exercise or enforce any rights under this Agreement or any Ancillary Agreements (provided that, the Seller Parties shall, and shall cause their Affiliates to, use their commercially reasonable efforts, at the Buyer’s expense, to limit public disclosure of any Confidential Information in connection with exercising its rights, including disclosing such Confidential Information to the court in chambers or in court in a non-public session or in pleadings filed under seal where it is reasonably feasible and would not materially prejudice the Seller Parties or their Affiliate’s rights), or as contemplated by this Agreement or any Ancillary Agreements. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation of this Section 11.2 by the other party, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 11.2 and that the aggrieved party shall be entitled to injunctive relief to prevent a violation or continuing violation hereof.

Section 11.3.     Governing Law. This Agreement and the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of Delaware without reference to its choice of law rules.

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Section 11.4.     Exclusive Jurisdiction; Court Proceedings. Any claim, action, suit or proceeding against any party to this Agreement arising out of or in any way relating to this Agreement shall be brought exclusively in any federal or state court located in the State of Delaware in New Castle County and each of the parties hereby submits to the exclusive jurisdiction of such courts for any such purpose; provided, that a final judgment in any such claim, action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably and unconditionally agrees not to assert (a) any objection which it may ever have to the laying of venue of any such claim, action, suit or proceeding in any federal or state court located in the State of Delaware in New Castle County, (b) any claim that any such claim, action, suit or proceeding brought in any such court has been brought in an inconvenient forum and (c) any claim that such court does not have jurisdiction with respect to such claim, action, suit or proceeding.

Section 11.5.     Notices. All notices and other communications in connection with this Agreement shall be in writing and shall be deemed given (a) on the date of delivery if delivered personally or if sent via facsimile (with confirmation and same day dispatch by express courier utilizing next-day service), (b) on the earlier of confirmed receipt or the third (3rd) Business Day following the date of mailing if mailed by registered or certified mail (return receipt requested), (c) on the first (1st) Business Day following the date of dispatch if delivered utilizing next-day service by an express courier (with confirmation) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice) or (d) on the date such notice is transmitted by e-mail to the e-mail addresses previously provided to the other parties:

If to the Seller Parties:

Media General, Inc.
333 E. Franklin Street
Richmond, VA 23219
Attention: President

With a copy to: attention: General Counsel
Facsimile: (804) 887-7021

with a copy (which shall not constitute notice) to:

Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
Attention: Philip Richter
Facsimile: (212) 859-4000

If to the Buyer, to:

WJCL Hearst Television LLC 

c/o Hearst Television Inc.

300 West 57th Street

New York, New York 10019

Attention: President

Facsimile No.: 212-887-6855

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with a copy (which shall not constitute notice) to:

The Hearst Corporation

Office of the General Counsel
300 West 57^th Street
New York, New York 10019

Attention: General Counsel

Facsimile: (646) 280-2041

and

Brooks, Pierce, McLendon, Humphrey & Leonard, LLP
150 Fayetteville Street, Suite 1600
Raleigh, NC 27601
Attention: Wade H. Hargrove
Facsimile: 919-839-0304

Section 11.6.     Successors and Assigns; Third Party Beneficiaries.

(a)     This Agreement and all of its terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns, including any successor by a merger or conversion referenced below. Except as expressly provided in this Section 11.6(a), or in Section 6.1(e), this Agreement shall not be assigned by any party hereto. Any party (including, for this purpose, any Seller Party) may assign or transfer any of its rights and obligations under this Agreement to any of its Affiliates upon written notice to the other party, provided that such assignment is made before the filing of the FCC Applications and no such assignment or transfer would be reasonably expected to delay the approval by the DOJ pursuant to the DOJ Final Judgment, and, provided further, that no such assignment or transfer shall operate to relieve a party of any of its liabilities or obligations hereunder.

(b)      Nothing in this Agreement, expressed or implied, is intended or shall be construed to confer any right, remedy or claim under or by reason of this Agreement upon any Person other than the parties hereto and their successors and assigns permitted by this Section 11.6, and any Persons entitled to indemnification under Article IX.

Section 11.7.     Access to Records after Closing.

(a)     For a period of six (6) years after the Closing Date, the Seller Parties and their representatives shall have reasonable access to all of the books and records of the Business transferred to the Buyer hereunder to the extent that such access may reasonably be required by the Seller Parties in connection with matters relating to or affected by the operations of the Business prior to the Closing Date. Such access shall be afforded by the Buyer upon receipt of reasonable advance notice and during normal business hours. The Seller Parties shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 11.7(a). If the Buyer shall desire to dispose of any of such books and records prior to the expiration of such six (6) year period, it shall, prior to such disposition, give the Seller Parties a reasonable opportunity, at the Seller Parties' expense, to segregate and remove such books and records as the other party may select.

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(b)     For a period of six (6) years after the Closing Date, the Buyer and its representatives shall have reasonable access to all of the books and records relating to the Business which the Seller Parties or any of their Affiliates may retain after the Closing Date (including, but not limited to Tax Returns solely to the extent related to the Purchased Assets or the Business). Such access shall be afforded by the Seller Parties and their Affiliates upon receipt of reasonable advance notice and during normal business hours. The Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 11.7(b). If the Seller Parties or any of their Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-(6) year period, such party shall, prior to such disposition, give the Buyer a reasonable opportunity, at the Buyer’s expense, to segregate and remove such books and records as the other party may select.

Section 11.8.     Entire Agreement; Amendments. This Agreement, the Exhibits and Schedules referred to herein, the Ancillary Agreements, the Confidentiality Agreement, and the other documents delivered pursuant hereto contain the entire understanding of the parties hereto with regard to the subject matter contained herein or therein, and supersede all prior agreements, understandings or intents between or among any of the parties hereto. The parties hereto, by mutual agreement in writing, may amend, modify and supplement this Agreement. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the parties.

Section 11.9.     Interpretation. Article titles and headings to Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. The Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein. For purposes of this Agreement, (i) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation,” (ii) the word “or” is not exclusive, (iii) the words “herein”, “hereof”, “hereby”, “hereto” and “hereunder” refer to this Agreement as a whole, (iv) the defined terms in this Agreement shall apply equally to both the singular and plural forms of the terms defined, and (v) a reference to a Person includes its agents, successors and permitted assigns. Unless the context otherwise requires, references herein (a) to Articles, Sections, Exhibits and Schedules mean the Articles and Sections of, and the Exhibits and Schedules attached to, this Agreement and (b) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement. This Agreement, the Buyer Ancillary Agreements and the Ancillary Agreements shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. References to a “party hereto” or the “parties hereto” or similar phrases shall refer to the Seller Parties and the Buyer.

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Section 11.10.     Waivers. Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the party or parties entitled to the benefit thereof. The failure of any party hereto to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.

Section 11.11.     Expenses. Except as otherwise expressly provided herein, each of Seller Parties and the Buyer will pay all of its own respective costs and expenses incident to its negotiation and preparation of this Agreement and to its performance and compliance with all agreements and conditions contained herein on its part to be performed or complied with, including the fees, expenses and disbursements of its counsel and accountants.

Section 11.12.     Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision or provisions had never been contained herein.

Section 11.13.     Execution in Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed by each of the parties and delivered to each of the Seller Parties and the Buyer.

Section 11.14.     Disclaimer of Warranties. No Seller Party makes any representations or warranties with respect to any projections, forecasts or forward-looking information provided to the Buyer. There is no assurance that any projected or forecasted results will be achieved. EXCEPT AS TO THOSE MATTERS EXPRESSLY COVERED BY THE REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT AND THE ANCILLARY AGREEMENTS, THE SELLER PARTIES DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS AND GUARANTIES WHETHER EXPRESS OR IMPLIED. The Buyer acknowledges that none of the Seller Parties or any of their representatives or Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any memoranda, charts, summaries or schedules heretofore made available by the Buyer or its representatives or Affiliates or any other information which is not included in this Agreement or the Schedules hereto, and none of the Seller Parties or any of their representatives or Affiliates nor any other Person will have or be subject to any liability to the Buyer, any Affiliate of the Buyer or any other Person resulting from the distribution of any such information to, or use of any such information by, the Buyer, any Affiliate of the Buyer or any of their agents, consultants, accountants, counsel or other representatives. The Buyer disclaims that it is relying upon or has relied upon any representation or warranty not included in this Agreement or the Ancillary Agreements that may have been made by any Person, and acknowledges and agrees that the Seller Parties disclaim any such other representations and warranties.

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Section 11.15.     WAIVER OF JURY TRIAL. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 11.16.     Specific Performance. The parties agree that irreparable damage would occur in the event that any provision of this Agreement was not performed in accordance with its specific terms or was otherwise breached or the Closing was not consummated, and that money damages would not be an adequate remedy, even if available. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof (including the parties’ obligations to consummate the Closing) in any court of competent jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity. Each of the parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to post any bond or other security in connection with any such order or injunction.

Section 11.17.     Guarantee. As consideration for the benefits that Buyer and the Buyer Guarantor will receive as a result of Buyer entering into this Agreement, the Buyer Guarantor hereby agrees that it shall be responsible for all of the obligations of Buyer (and any Person to whom Buyer assigns any of its rights or delegates any of its obligations under this Agreement, in whole or in part) under any of the provisions of this Agreement, and the Buyer Guarantor hereby guarantees to each of the Seller Parties the due and punctual performance and payment in full of the Purchase Price, any purchase price adjustment and any other amounts payable by Buyer or its assignee hereunder. This guaranty by the Buyer Guarantor is an absolute, unconditional, present and continuing guaranty of payment and performance (as opposed to a guaranty only of collection) and each of the Seller Parties (or any of them acting without the other) may enforce their rights under this guaranty without notice of default or undertaking any proceeding or filing any cause of action against Buyer (or any Person to whom Buyer assigns any of its rights or delegates any of its obligations under this Agreement, in whole or in part). The Buyer Guarantor hereby waives any and all defenses applicable to a guarantor or a surety under applicable Law in connection with its obligations under this guaranty and, without limiting the foregoing, the terms and conditions of the obligations of Buyer (or any Person to whom Buyer assign any of its rights or delegates any of its obligations under this Agreement, in whole or in part) under this Agreement may be modified, amended or supplemented without the consent or approval of the Buyer Guarantor and the guaranty of the Buyer Guarantor shall continue in full force and effect as so modified, amended or supplemented.

[Signatures on following page]

69

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

SELLER PARTIES
MEDIA GENERAL, INC.
By:	/s/ James F. Woodward
	Name: James F. Woodward
	Title: Senior Vice President & Chief Financial Officer
MERCURY NEW HOLDCO, INC.
By:	/s/ James F. Woodward
	Name: James F. Woodward
	Title: Treasurer
LIN TELEVISION CORPORATION
By:	/s/ Richard J. Schmaeling
	Name: Richard J. Schmaeling
	Title: CFO
LIN LICENSE COMPANY, LLC
By:	/s/ Richard J. Schmaeling
	Name: Richard J. Schmaeling
	Title: CFO

BUYER
WJCL HEARST TELEVISION LLC
By:	/s/ Jordan M. Wertlieb
	Name: Jordan M. Wertlieb
	Title: President
BUYER GUARANTOR
HEARST TELEVISION INC.
By:	/s/ Jordan M. Wertlieb
	Name: Jordan M. Wertlieb
	Title: President

EX-10

Exhibit 10.6

EXECUTION COPY

ASSET PURCHASE AGREEMENT

for

the SALE of TELEVISION STATION

WALA, MOBILE, ALABAMA

by and among

MERCURY NEW HOLDCO, INC.

MEDIA GENERAL, INC.

and

MEREDITH CORPORATION

Dated as of August 20, 2014

Table of Contents

Page
ARTICLE I
	DEFINITIONS	1
Section 1.1.	Definitions
ARTICLE II
	PURCHASE AND SALE OF PURCHASED ASSETS	11
Section 2.1.	Purchase and Sale of Purchased Assets	11
Section 2.2.	Excluded Assets	12
Section 2.3.	Assumption of Liabilities	14
Section 2.4.	Closing Date	15
Section 2.5.	Purchase Price	15
Section 2.6.	Determination of Estimated Purchase Price; Payment on Closing Date	15
Section 2.7.	Determination of Closing Date Working Capital, EBITDA Value and Purchase Price	16
Section 2.8.	Closing Date Deliveries	18
Section 2.9.	Further Assurances	18
Section 2.10.	Purchase Price Adjustment	19
Section 2.11.	Allocation of Purchase Price	19
Section 2.12.	Withholding	20
ARTICLE III
	REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES	20
Section 3.1.	Organization	20
Section 3.2.	Authority of the Seller Parties	20
Section 3.3.	Financial Statements	22
Section 3.4.	Operations Since Balance Sheet Date	22
Section 3.5.	No Undisclosed Liabilities	22
Section 3.6.	Taxes	22
Section 3.7.	All Assets	23
Section 3.8.	Governmental Permits; FCC Matters	23
Section 3.9.	Real Property; Real Property Lease.	24
Section 3.10.	Intellectual Property	25
Section 3.11.	Title to Assets	25
Section 3.12.	Employees	25
Section 3.13.	Employee Relations	26
Section 3.14.	Contracts	26
Section 3.15.	Status of Contracts	27
Section 3.16	No Violation, Litigation or Regulatory Action	28
Section 3.17.	Insurance	28

ii

Section 3.18.	Employee Plans; ERISA	28
Section 3.19.	Environmental Protection	29
Section 3.20.	MVPD Matters	29
Section 3.21.	No Finder	30
ARTICLE IV
	REPRESENTATIONS AND WARRANTIES OF THE BUYER	30
Section 4.1.	Organization	30
Section 4.2.	Authority of the Buyer	30
Section 4.3.	Litigation	31
Section 4.4.	No Finder	31
Section 4.5.	Qualifications as FCC Licensee	32
Section 4.6.	Financial Capacity	32
ARTICLE V
	ACTION PRIOR TO THE CLOSING DATE
Section 5.1.	Access to the Business	32
Section 5.2.	Notification of Certain Matters	33
Section 5.3.	FCC Consent; HSR Act Approval; Other Consents and Approvals	33
Section 5.4.	Operations of the Station Prior to the Closing Date	37
Section 5.5.	Public Announcement	39
Section 5.6.	Multi-Station Contracts	40
Section 5.7.	Interim Reports	41
Section 5.8.	Additional Seller Party	41
Section 5.9.	Tower Lease	41
ARTICLE VI
	ADDITIONAL AGREEMENTS	42
Section 6.1.	Taxes	42
Section 6.2.	Employees; Employee Benefit Plans	43
Section 6.3.	Control of Operations Prior to Closing Date	47
Section 6.4.	Bulk Transfer Laws	47
Section 6.5.	Use of Names	47
ARTICLE VII
	CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLER PARTIES	47
Section 7.1.	No Breach of Covenants and Warranties	47
Section 7.2.	No Restraint	48
Section 7.3.	Certain Governmental Approvals	48
Section 7.4.	Mergers	48
Section 7.5.	Deliveries	48

iii

ARTICLE VIII
	CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER	48
Section 8.1.	No Breach of Covenants and Warranties	49
Section 8.2.	No Restraint	49
Section 8.3.	Certain Governmental Approvals	49
Section 8.4.	Mergers	49
Section 8.5.	Closing Deliveries	49
Section 8.6.	Consents	49
Section 8.7.	Conduct of LIN and its Affiliates	49
ARTICLE IX
	INDEMNIFICATION	50
Section 9.1.	Indemnification by the Seller Parties	50
Section 9.2.	Indemnification by the Buyer	51
Section 9.3.	Notice of Claims; Determination of Amount	52
Section 9.4.	Third Person Claims	52
Section 9.5.	Limitations; Exclusive Remedies	54
Section 9.6.	No Special Damages; Mitigation	55
Section 9.7.	Treatment of Indemnity Benefits	55
ARTICLE X
	TERMINATION	55
Section 10.1.	Termination	55
Section 10.2.	Withdrawal of Certain Filings	57
ARTICLE XI
	GENERAL PROVISIONS	57
Section 11.1.	Survival of Representations, Warranties and Obligations	57
Section 11.2.	Confidential Nature of Information	57
Section 11.3.	Governing Law	58
Section 11.4.	Exclusive Jurisdiction; Court Proceedings	58
Section 11.5.	Notices	58
Section 11.6.	Successors and Assigns; Third Party Beneficiaries	59
Section 11.7.	Access to Records after Closing	59
Section 11.8.	Entire Agreement; Amendments	60
Section 11.9.	Interpretation	60
Section 11.10.	Waivers	61
Section 11.11.	Expenses	61
Section 11.12.	Partial Invalidity	61
Section 11.13.	Execution in Counterparts	61
Section 11.14.	Disclaimer of Warranties	61
Section 11.15.	WAIVER OF JURY TRIAL	62
Section 11.16.	Specific Performance	62

iv

EXHIBITS

Exhibit A   -   EBITDA

Exhibit B   -   Form of Bill of Sale and Assignment and Assumption Agreement

Exhibit C   -   Form of Assignment of Seller FCC Authorizations

Exhibit D       Form of Transition Services Agreement

v

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT, dated as of August 20, 2014 (this “Agreement”), by and among (i) Mercury New Holdco, Inc., a Virginia corporation (“New Media General”), (ii) Media General, Inc., a Virginia corporation (“Media General” and together with New Media General, each a “Seller Party” and collectively, the “Seller Parties”), on the one hand, and (iii) Meredith Corporation, an Iowa corporation (the “Buyer”), on the other hand.

W I T N E S S E T H :

WHEREAS, LIN, New Media General and Media General are among the parties to the Merger Agreement (as hereinafter defined), pursuant to which Media General and LIN Media LLC, a Delaware limited liability company (“LIN”), and their respective direct and indirect subsidiaries will become direct and/or indirect subsidiaries of New Media General;

WHEREAS, on the date of this Agreement, LIN, together with certain of its direct and indirect wholly-owned subsidiaries, own and operate the television broadcast station WALA, Mobile, Alabama (the “Station”), pursuant to certain authorizations issued by the Federal Communications Commission (the “FCC”);

WHEREAS, following the closing of the Mergers (as hereinafter defined), the Buyer desires to purchase substantially all of the assets and assume certain of the liabilities, and the Seller Parties desire to sell to the Buyer substantially all of the assets and transfer certain of the liabilities, related to, or used in the conduct and operation of the Station, on the terms and subject to the conditions hereinafter set forth; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, it is hereby agreed among the parties as follows:

ARTICLE I

DEFINITIONS

Section 1.1.     Definitions. As used in this Agreement, the following terms have the meanings specified or referred to in this Section 1.1:

“Active Employees” has the meaning specified in Section 6.2(a).

“Agreement” has the meaning specified in the introductory paragraph hereof.

“Affiliate” means, with respect to any Person, any other Person which directly or indirectly controls, is controlled by or is under common control with such Person.

“Agreed Accounting Principles” means the U.S. generally accepted accounting principles used in the preparation of the Balance Sheet.

“Agreed Adjustments” has the meaning specified in Section 2.7(b).

“Allocation” has the meaning specified in Section 2.11.

“Ancillary Agreements” means any certificate, agreement, document or other instrument to be executed and delivered in connection with the transactions contemplated by this Agreement.

“Antitrust Law” means the HSR Act, the Federal Trade Commission Act, as amended, the Sherman Act, as amended, the Clayton Act, as amended, and any applicable foreign antitrust Laws and all other applicable Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

“Arbitrator” has the meaning specified in Section 2.7(c).

“Assignment of the Seller FCC Authorizations” has the meaning specified in Section 2.8(a)(ii).

“Assumed Contracts” has the meaning specified in Section 2.1(g).

“Assumed Liabilities” has the meaning specified in Section 2.3(a).

“Balance Sheet” has the meaning specified in Section 3.3.

“Balance Sheet Date” has the meaning specified in Section 3.3.

“Base Purchase Price” has the meaning specified in Section 2.5(a).

“Bill of Sale and Assignment and Assumption Agreement” has the meaning specified in Section 2.8(a)(i).

“Business” means the business of the Station.

“Business Day” means any day other than a Saturday or Sunday on which the principal offices of the Securities and Exchange Commission are open to accept filings and on which banks in the City of New York are not required or authorized to close.

“Buyer” has the meaning specified in the introductory paragraph hereof.

“Buyer’s 401(k) Plan” has the meaning specified in Section 6.2(c).

“Buyer Ancillary Agreements” has the meaning specified in Section 4.2(a).

“Buyer Group Member” means the Buyer, its Affiliates, and each of their successors and assigns, and their respective directors, officers, employees and agents.

“Cafeteria Plan” has the meaning specified in Section 6.2(g).

“Cap” has the meaning specified in Section 9.1.

2

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§ 9601 et seq., and any regulations promulgated thereunder.

“Claim Notice” has the meaning specified in Section 9.3(a).

“Closing” has the meaning specified in Section 2.4.

“Closing Date” has the meaning specified in Section 2.4.

“Closing Date Payment” has the meaning specified in Section 2.6(b).

“Closing Date Working Capital Amount” means the amount, if any, by which (i) the Current Assets as of the Cutoff Time exceed (ii) the Current Liabilities as of the Cutoff Time; provided that if such Current Assets are equal to or less than such Current Liabilities, then the Closing Date Working Capital Amount shall be zero.

“Closing Date Working Capital Deficit” means the amount, if any, by which (i) the Current Liabilities as of the Cut-off Time exceed (ii) the Current Assets as of the Cut-Off Time; provided that if such Current Liabilities are equal to or less than such Current Assets, then the Closing Date Working Capital Deficit shall be zero.

“Code” means the Internal Revenue Code of 1986, as amended.

“Communications Act” means the Communications Act of 1934, as amended, the Telecommunications Act of 1996, the Children’s Television Act of 1992, and the rules and regulations of the FCC promulgated under the foregoing, in each case, as in effect from time to time.

“Confidentiality Agreement” has the meaning specified in Section 5.1.

“Consent” means a consent, waiver, authorization or approval of, or a filing, declaration or registration with, a Person.

“Current Assets” means the current assets of the Business determined in accordance with the Agreed Accounting Principles, but excluding any Excluded Assets.

“Current Liabilities” means current liabilities of the Business determined in accordance with the Agreed Accounting Principles, but excluding any Excluded Liabilities.

“Cutoff Time” means 11:59 P.M. (central time) on the date immediately prior to the Closing Date, except with regards to billing and accounts receivable, for which the “Cutoff Time” shall be 4:00 A.M. (central time) on the Closing Date.

“Deductible” has the meaning specified in Section 9.1.

“Disputed Items” has the meaning specified in Section 2.7(c).

“DOJ” means the U.S. Department of Justice.

3

“DOJ Consent” means the Consent of the DOJ with respect to the Buyer, this Agreement and the transactions contemplated hereby.

“DOJ Final Judgment” has the meaning specified in Section 3.2(c)(ii).

“EBITDA” means the earnings before interest, taxes, depreciation and amortization of the Business, determined in accordance with the Agreed Accounting Principles (to the extent applicable) and in a manner consistent with the illustrative example attached hereto as Exhibit A.

“EBITDA Value” means the product of (i) 10.0, multiplied by (ii) the average annual EBITDA of the Business for the immediately preceding twenty-four (24) months (i.e., the average EBTIDA of the Business for the two immediately preceding twelve-month periods), measured as of the end of the calendar month immediately preceding the Closing Date.

“Electing Party” has the meaning specified in Section 6.1(d).

“Employment Agreement” means any contract or agreement of any of the Seller Parties, LIN or any of their respective Affiliates with any individual Employee pursuant to which such Seller Party, LIN or any of their respective Affiliates has an actual or contingent liability to provide compensation and/or benefits in consideration for past, present or future services.

“Employees” means the individuals employed by any of the Seller Parties, LIN or any of their respective Affiliates who are listed on Schedule 3.12 and any full-time, part-time and per diem employees who become employed by any of the Seller Parties, LIN or any of their Affiliates after the date hereof in accordance with Section 5.4 exclusively in connection with the Business; provided, however, that no such Person shall be considered an “Employee” if he or she is not employed by the Seller Parties, LIN or any of their respective Affiliates immediately prior to the Closing. For purposes of the foregoing, an individual shall not be considered “not employed” by virtue of the fact that he or she is on authorized leave of absence, sick leave, short or long term disability leave or military leave.

“Employee Plan” means each material (i) pension, retirement, profit sharing, deferred compensation, stock bonus or other similar plan, (ii) medical, vision, dental or other health plan, (iii) life insurance plan and (iv) other material employee benefit plan, in each case, to which a Seller Party or any of their Affiliates is required to contribute or has any material liability, or which a Seller Party or any of their Affiliates sponsors for the benefit of any of the Employees (or any independent contractors or consultants), or under which Employees (or their beneficiaries, or any independent contractors or consultants) are eligible to receive benefits, including any Employee Benefit Plan (as defined in Section 3(3) of ERISA).

“Employment Commencement Date” has the meaning specified in Section 6.2(a).

“Encumbrance” means any lien, claim, charge, security interest, mortgage, pledge, easement, conditional sale or other title retention agreement, defect in title, covenant or other restrictions of any kind, other than any license of, option to license, or covenant not to assert claims of infringement or misappropriation with respect to, Intellectual Property.

4

“Environmental Law” means all Laws relating to or addressing the prevention of pollution, the environment, occupational health or safety, including but not limited to CERCLA, OSHA and RCRA and any state equivalent thereof.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Estimated Closing Date Balance Sheet” has the meaning specified in Section 2.6(a).

“Estimated Purchase Price” means the Purchase Price, as defined herein, but determined on an estimated basis by the Seller Parties in good faith in accordance with, and as reflected in the certificate referred to in, Section 2.6(a).

“Excluded Assets” has the meaning specified in Section 2.2.

“Excluded Liabilities” has the meaning specified in Section 2.3(b).

“Expense” means any and all expenses incurred in connection with investigating, defending or asserting any claim, action, suit or proceeding incident to any matter indemnified against hereunder (including court filing fees, court costs, arbitration fees or costs, witness fees, and reasonable fees and disbursements of legal counsel, investigators, expert witnesses, consultants, accountants and other professionals).

“FCC” means the Federal Communications Commission.

“FCC Applications” has the meaning specified in Section 5.3(a).

“FCC Consent” means action by the FCC (including action by staff acting on delegated authority) granting its consent to the FCC Applications.

“FIRPTA Certificate” means a certificate of non-foreign status that complies with Treasury Regulations Section 1.1445-2(b)(2).

“FSA” has the meaning specified in Section 6.2(g).

“FTC” means the U.S. Federal Trade Commission.

“Fundamental Representations” has the meaning specified in Section 11.1.

“Governmental Body” means any foreign, federal, state, local or other governmental authority, or judicial, regulatory or administrative body.

“Governmental Consents” means (i) the FCC Consent, and (ii) all authorizations, consents, Orders and approvals of all Governmental Bodies, including any State Attorney General, that are or may become necessary for the execution, delivery and consummation of the transactions contemplated hereby.

“Governmental Permits” has the meaning specified in Section 3.8(a).

5

“Hazardous Materials” means any waste, pollutant, hazardous substance, toxic substance, hazardous waste, special waste, regulated or defined as “hazardous,” “toxic” or words of similar import pursuant to any Environmental Law, including asbestos, asbestos containing material, petroleum or petroleum-derived substance or waste, or any constituent of any such substance or waste.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Inactive Employees” has the meaning specified in Section 6.2(a).

“Indemnified Party” has the meaning specified in Section 9.3(a).

“Indemnitor” has the meaning specified in Section 9.3(a).

“Initial Cap” has the meaning specified in Section 9.1.

“Initial Termination Date” has the meaning specified in Section 10.1(a)(v).

“Intellectual Property” means (a) patents and patent applications, (b) Trademarks, (c) copyrights, (d) registrations and applications for registration of any of the foregoing in (a)-(c), and (e) trade secrets, call letters, websites, web content (including accounts with Twitter, Facebook and other social media companies), jingles, slogans, logos, commercials, promotional materials, programming materials, content and other intellectual property rights, in each case, including advertising customer lists, mailing lists, processes, know-how and other proprietary or confidential information.

“Knowledge of the Seller Parties” means, as to a particular matter, the actual knowledge, after reasonable inquiry of the following persons: Vincent L. Sadusky, Richard J. Schmaeling, Denise M. Parent, Gary Yoder and Roland Fields.

“Laws” means any and all domestic (federal, state or local) or foreign or provincial laws, statutes, ordinances, rules, published regulations, judgments, orders, injunctions, awards, or agency policies, procedures, requirements or decrees promulgated by any Governmental Body.

“Like-Kind Exchange” has the meaning specified in Section 6.1(d).

“LIN” has the meaning specified in the Recitals.

“LIN TV” means LIN Television Corporation.

“Loss” means any and all losses, costs, obligations, liabilities, settlement payments, awards, judgments, fines, penalties, damages, expenses, deficiencies or other charges.

“Market” means, with respect to the Station, the “Designated Market Area,” as determined by The Nielsen Company, of the Station.

6

“Material Adverse Effect” means a material adverse effect on (i) the ability of the Seller Parties to perform their obligations under this Agreement, or (ii) the assets, results of operations or financial condition of the Business, taken as a whole; provided, however, that for purposes of determining whether there has been or is reasonably likely to be a “Material Adverse Effect” for purposes of clause (ii), the results and consequences of the following events, occurrences, facts, conditions, changes, developments or effects shall not be taken into account: (a) any changes to general economic conditions, or to the television broadcasting industry, generally, (b) any changes resulting from the announcement by the Seller Parties or any of their Affiliates of their intention to sell the Business, or the facts, circumstances or events relating to any of the Buyer or its Affiliates, including their respective identities, or actions taken by any of them, including in each case the impact thereof on relationships, contractual or otherwise, with agents, customers, suppliers, vendors, licensees, licensors, lenders, partners, employees or regulators, including the FCC, (c) the taking of any action expressly required by, or the failure to take any action expressly prohibited by, this Agreement, or the taking of any action at the written request or the prior written consent of the Buyer, (d) any failure of the Business to meet internal or external projections or forecasts or any estimates of earnings, revenues or other metrics for any period (provided, however, that any event, occurrence, fact, condition, change, development or effect giving rise to such failure or change may be taken into account in determining whether there has been, or is reasonably likely to be, a Material Adverse Effect, except to the extent otherwise excluded hereunder), (e) the renegotiation of the Station’s network affiliation agreements or retransmission consent agreements in connection with the transfer or sale of the Station contemplated hereby and in compliance with this Agreement, (f) any changes in the capital, financial or securities markets generally, (g) changes in Laws or generally accepted accounting principles (or the interpretation thereof) or in legal, regulatory or political conditions, (h) the commencement, escalation or worsening of any war or armed hostilities or the occurrence of acts of terrorism or sabotage occurring after the date hereof and (i) earthquakes, hurricanes, floods or other natural disasters, except in the case of each of clauses (a), (f), (g), (h) and (i) to the extent the Business, taken as a whole, is disproportionately affected thereby as compared with other television broadcast stations.

“Mergers” means (i) the merger of Mercury Merger Sub 1, Inc. with and into Media General with Media General being the surviving company and (ii) the merger of Mercury Merger Sub 2, LLC with and into LIN, with LIN being the surviving limited liability company, in each case pursuant to the Merger Agreement.

“Media General” has the meaning specified in the introductory paragraph hereof.

“Merger Agreement” means that certain Agreement and Plan of Merger, dated as of March 21, 2014, as it may be amended from time to time, by and among Media General, New Media General, Mercury Merger Sub 1, Inc., a Virginia corporation and a wholly-owned subsidiary of New Media General, Mercury Merger Sub 2, LLC, a Delaware limited liability company and a wholly-owned subsidiary of New Media General and LIN.

“Merger Closing Date” means the date upon which the Mergers are consummated.

“Multi-Station Contract” has the meaning specified in Section 5.6.

7

“MVPD” means any multi-channel video programming distributor, including cable systems, telephone companies and direct broadcast satellite systems.

“New Media General” has the meaning specified in the introductory paragraph hereof.

“Objection Notice” has the meaning specified in Section 2.7(b).

“Order” means any decree, order, judgment, injunction, awards, stipulations, decrees or writs, temporary restraining order or other order in any suit or proceeding by or with any Governmental Body.

“OSHA” means the Occupational Safety and Health Act, 29 U.S.C. §§ 651 et seq., and any regulations promulgated thereunder.

“Other Seller Station” has the meaning specified in Section 5.6.

“Owned Real Property” has the meaning specified in Section 3.9(a).

“Permitted Encumbrance” means (a) liens for Taxes, assessments or other governmental charges which are not yet due and payable or Taxes being contested in good faith by appropriate proceedings and for which adequate reserves have been established, (b) zoning laws and ordinances and similar Laws that are not violated by any existing improvement or that do not prohibit the use of the Real Property as currently used in the operation of the Business; (c) any right reserved to any Governmental Authority to regulate the affected property; (d) in the case of any leased asset, (i) the rights of any lessor under the applicable lease agreement or any Encumbrance granted by any lessor, (ii) any statutory lien for amounts that are not yet due and payable or are being contested in good faith, (iii) any subleases listed in any Schedule hereto and (iv) the rights of the grantor of any easement or any Encumbrance granted by such grantor on such easement property; (e) easements, rights of way, restrictive covenants and other encumbrances, encroachments or other similar matters affecting title that do not adversely affect title to the property subject thereto (other than minor defects in title) or materially impair the continued use of the property in the ordinary course of the Business; (f) inchoate materialmens’, mechanics’, workmen’s, repairmen’s or other like liens arising in the ordinary course of business for amounts that are not yet due and payable or that are being contested in good faith by appropriate proceedings; (g) Encumbrances that will be discharged prior to or simultaneously with Closing; and (h) any other Encumbrance disclosed on Schedule 1.1.

“Person” means any person, employee, individual, corporation, limited liability company, partnership, trust, or any other non-governmental entity or any Governmental Body.

“Preliminary EBITDA Value” has the meaning specified in Section 2.7(a)(ii).

“Preliminary Closing Date Balance Sheet” has the meaning specified in Section 2.7(a)(i).

“Preliminary Closing Date Working Capital Calculation” has the meaning specified in Section 2.7(a)(iv).

8

“Preliminary Purchase Price” has the meaning specified in Section 2.7(a)(iii).

“Purchased Assets” has the meaning specified in Section 2.1.

“Purchased Intellectual Property” the meaning specified in Section 2.1(f).

“Purchase Price” has the meaning specified in Section 2.5.

“RCRA” means the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., and any regulations promulgated thereunder.

“Real Property” has the meaning specified in Section 3.9(b).

“Real Property Leases” has the meaning specified in Section 3.9(b).

“Release” means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration into the indoor or outdoor environment or into or out of any property, including the movement of Hazardous Materials through or in the air, soil, surface water, groundwater or property.

“Renewal Applications” has the meaning specified in Section 5.3(e).

“Required Consents” has the meaning specified in Section 5.3(f).

“Resolution Period” has the meaning specified in Section 2.7(b).

“Retained Names and Marks” means all (a) Trademarks containing or incorporating the terms “Media General” or “LIN,” (b) other Trademarks owned by any Seller Party, LIN or any of their respective Affiliates and not used exclusively in connection with the Business, (c) variations or acronyms of any of the foregoing, and (d) Trademarks confusingly similar to or dilutive of any of the foregoing.

“Review Period” has the meaning specified in Section 2.7(b).

“Seller’s 401(k) Plan” has the meaning specified in Section 6.2(c).

“Seller Parties” has the meaning specified in the introductory paragraph hereof.

“Seller FCC Authorizations” means those Governmental Permits issued by the FCC with respect to the Station that are material to the operations of the Station.

“Seller Group Member” means the Seller Parties, their Affiliates, each of their successors and assigns, and their respective directors, officers, employees, agents and representatives.

“Seller Property” means any real or personal property, plant, building, facility, structure, equipment or unit, or other asset owned, leased or operated by any of the Seller Parties, LIN or any of their respective Affiliates and used exclusively in the Business.

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“Station” has the meaning specified in the first recital hereof.

“Station Agreements” means all has the meaning specified in Section 3.15.

“Straddle Period” has the meaning specified in Section 6.1(a).

“Tangible Personal Property” has the meaning specified in Section 2.1(e).

“Tax” means (a) any federal, state, local or foreign taxes, including but not limited to net income, alternative or add-on minimum, gross income, gross receipts, property, sales, use, transfer, gains, license, employment, payroll, capital stock, escheat, environmental, franchise, social security, stamp, registration and value-added taxes, withholding or minimum tax, or any other tax of any kind, together with any interest and any penalty, addition to tax and additional amount imposed by any Governmental Body, (b) any liability for the payment of any amounts described in clause (a) as a result of being or having been a member of an affiliated, consolidated, combined or unitary group, and (c) any liability for the payment of any amounts described in clause (a) as a result of being party to any tax sharing agreement or arrangement or as a result of any express obligation to indemnify any other Person with respect to the payment of any amounts of the type described in clause (a).

“Tax Return” means any return, declaration, report, claim for refund or other document relating to Taxes, including any schedule or attachment thereto, and amendment thereof.

“Termination Date” has the meaning specified in Section 10.1(a)(v).

“Third Person Claim Notice” has the meaning specified in Section 9.4(a).

“Tower Lease” has the meaning specified in Section 5.9.

“Trademarks” means trademarks, service marks, Internet domain names, trade dress, trade names, and corporate names, all applications and registrations for the foregoing, and all goodwill connected with the use thereof and symbolized thereby.

“Transfer Taxes” means all transfer, documentary, excise, sales, value added, goods and services, use, stamp, registration and other similar taxes, and all conveyance fees, recording charges and other fees and charges, incurred in connection with the consummation of the transactions contemplated by this Agreement.

“Transferred Employees” has the meaning specified in Section 6.2(a).

“Transition Services Agreement” has the meaning specified in Section 2.8(a)(iii).

“WARN Act” has the meaning specified in Section 6.2(j).

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ARTICLE II

PURCHASE AND SALE OF PURCHASED ASSETS

Section 2.1.     Purchase and Sale of Purchased Assets(a). Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller Parties shall, or shall cause LIN and their respective Affiliates to, sell, transfer, assign, convey and deliver to the Buyer, and the Buyer shall purchase from the Seller Parties, LIN and their respective Affiliates, pursuant to this Agreement, free and clear of all Encumbrances (except for Permitted Encumbrances), all of the right, title and interest of the Seller Parties, LIN and their respective Affiliates to the assets, properties and business (excepting only the Excluded Assets) of every kind and description, wherever located, real, personal or mixed, tangible or intangible, then owned or held by the Seller Parties, LIN and/or their respective Affiliates and used exclusively in the Business (herein collectively referred to as the “Purchased Assets”), including, all right, title and interest of the Seller Parties, LIN and their respective Affiliates as of Closing to the following (excepting only the Excluded Assets):

(a)     All accounts receivable outstanding at the time of Closing generated by the Business prior to the Closing;

(b)     All prepaid rentals and other prepaid expenses outstanding at the time of Closing arising from payments made by or on behalf of any Seller Party, LIN or any of their respective Affiliates for the benefit of the Business;

(c)     (x) The Seller FCC Authorizations and (y) all other assignable Governmental Permits exclusively related to the Station;

(d)     All Owned Real Property;

(e)     All machinery, equipment (including cameras, computers and office equipment), auxiliary and translator facilities, transmitting towers, transmitters, broadcast equipment, antennae, supplies, inventory (including all films, programs, records, tapes, recordings, compact discs, cassettes, spare parts and equipment), vehicles, furniture and other tangible personal property owned by the Seller Parties, LIN or any of their respective Affiliates and used exclusively in the Business (“Tangible Personal Property”), including as set forth on Schedule 3.11;

(f)     All Intellectual Property owned by the Seller Parties, LIN or any of their respective Affiliates and used exclusively in the Business (the “Purchased Intellectual Property”), including the call sign WALA;

(g)     Subject to Section 5.6 (i) all contracts and agreements of the Seller Parties, LIN or any of their respective Affiliates to the extent such contracts and agreements are for the sale or barter of broadcast time on the Station for advertising or other purposes; (ii) all contracts and agreements of the Seller Parties, LIN or any of their respective Affiliates to the extent such contracts or agreements are for the purchase or lease, as applicable, of merchandise, supplies, equipment or other personal property, or for the receipt of services, in each case used exclusively in the Business; (iii) all contracts and agreements listed or described in Schedule 3.14 designated therein as an “Assumed Contract;” and (iv) any other contract or agreement entered into by any Seller Party, LIN or any of their respective Affiliates exclusively for the Business which (A) is of the general nature described in clauses (b), (c), (d), (g), (h), (i), (j), (k) or (l) of Section 3.14, but which, by virtue of the threshold amounts or other specific terms set forth in such subsections, is not required to be listed in Schedule 3.14 or (B) is entered into after the date hereof consistent with the provisions of Section 5.4 of this Agreement (the contracts and agreements referred to in this Section 2.1(g), collectively, the “Assumed Contracts”);

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(h)     All claims or causes of action of the Seller Parties, LIN or any of their respective Affiliates, as applicable, against third parties to the extent that any such claims or causes of action arise out of the Purchased Assets or Assumed Liabilities;

(i)     All deposits made or held for the benefit of any of the Seller Parties, LIN or any of their respective Affiliates under or pursuant to contracts or agreements included in the Purchased Assets;

(j)     All management and other systems (including computers and peripheral equipment), databases, computer software, disks and similar assets owned by the Seller Parties, LIN or any of their respective Affiliates which are used exclusively in the Business, and all licenses of the Seller Parties, LIN and their respective Affiliates to the extent relating thereto;

(k)     All books and records of the Seller Parties, LIN or any of their respective Affiliates that relate exclusively to the Business, including all files, logs, programming information and studies, technical information and engineering data, news and advertising studies or consulting reports and sales correspondence exclusively relating to the Business;

(l)     All petty cash held at the Station; and

(m)     All claims, rights and interests of the Seller Parties, LIN or any of their respective Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to the Closing Date, to the extent relating to Purchased Assets and which are included in Current Assets.

Section 2.2.     Excluded Assets. Notwithstanding the foregoing, the Purchased Assets shall not include the following (herein referred to as the “Excluded Assets”):

(a)     Any cash or cash equivalents (including any marketable securities or certificates of deposit) of the Seller Parties, LIN or any of their respective Affiliates, other than petty cash held at the Station;

(b)     All bank and other depository accounts of the Seller Parties, LIN or any of their respective Affiliates;

(c)     Except as set forth in Section 2.1(m), all claims, rights and interests of the Seller Parties, LIN or any of their respective Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to the Closing Date;

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(d)     Any rights, claims or causes of action of the Seller Parties, LIN or any of their respective Affiliates against third parties relating to the assets, properties or operations of the Business arising out of transactions occurring prior to the Closing Date, except to the extent that any such claims are accounts receivable or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties, LIN and their respective Affiliates shall retain all amounts payable to the Seller Parties, LIN and their respective Affiliates, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing);

(e)     All bonds held, contracts or policies of insurance and prepaid insurance with respect to such contracts or policies;

(f)     The Seller Parties’, LIN’s or their respective Affiliates’ minute books, stock transfer books, records relating to formation or incorporation, Tax returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the Business;

(g)     All records prepared in connection with or relating to the sale or transfer of the Station, including bids received from others and analyses relating to the Station and the Purchased Assets;

(h)     The contracts or agreements of the Seller Parties, LIN or their respective Affiliates listed in Schedule 3.14 and not designated on such Schedule as an “Assumed Contract” and any contracts or agreements between or among any one or more Seller Parties or LIN and any one or more of their respective Affiliates relating to the Station or the Purchased Assets unless listed in Schedule 3.14 as an “Assumed Contract”;

(i)     The items designated in Schedule 2.2(i) as “Excluded Assets”;

(j)     The Retained Names and Marks;

(k)     All Intellectual Property of the Seller Parties, LIN or any of their respective Affiliates (other than the Purchased Intellectual Property);

(l)     All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities;

(m)     Other than as set forth in Section 6.2, all of the employee benefit agreements, plans or arrangements of the Seller Parties, LIN or their respective Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement;

(n)     Any intercompany receivables of the Business from the Seller Parties, LIN or any of their respective Affiliates; and

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(o)     Any rights of or payment due to the Seller Parties, LIN or their respective Affiliates, under or pursuant to this Agreement or the other agreements with the Buyer or any of its Affiliates contemplated hereby.

Section 2.3.     Assumption of Liabilities.

(a)     Upon the terms and subject to the conditions of this Agreement, as of the Closing, the Buyer shall assume and shall thereafter be obligated for, and shall agree to pay, perform and discharge in accordance with their terms, the following obligations and liabilities of the Seller Parties, LIN or their respective Affiliates, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities):

(i)     the liabilities and obligations arising with, or relating to, the operation of the Station, including the owning or holding of the Purchased Assets, that are attributable to the period from and after the Closing Date;

(ii)     all accounts payable and accrued expenses reflecting expenses and costs incurred by the Business in the ordinary course prior to the Closing, to the extent constituting Current Liabilities;

(iii)     subject to Section 5.6, all liabilities and obligations under the Station Agreements and other Assumed Contracts (except to the extent that such liabilities or obligations were required by the terms thereof to be discharged prior to the Closing), in each case, excluding any liability or obligation relating to a breach or alleged breach thereof by the Seller Parties, LIN or their respective Affiliates;

(iv)     all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and

(v)     all liabilities and obligations expressly assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof.

All of the foregoing to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.”

(b)     The Buyer shall not assume or be obligated for any of, and the Seller Parties, LIN and their respective Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge all of, their liabilities or obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent, not expressly assumed by the Buyer Parties under Section 2.3(a) (herein referred to as “Excluded Liabilities”) and, notwithstanding anything to the contrary in Section 2.3(a), each of the following shall be Excluded Liabilities for purposes of this Agreement:

(i)     except as otherwise set forth in Section 6.1 hereof, all liabilities in respect of Taxes of the Seller Parties, LIN or their respective Affiliates;

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(ii)     other than as set forth in Section 6.2, any of the liabilities of obligations under the employee benefit agreements, plans or arrangements of the Seller Parties, LIN or their respective Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement;

(iii)     all liabilities, including with respect to severance, relating to any former employee of a Seller Party, LIN or any of their Affiliates, except for liabilities relating to Transferred Employees expressly assumed pursuant to Section 6.2;

(iv)     any intercompany payables of the Business owing to any of the Affiliates of the Seller Parties or LIN; and

(v)     any of Seller Parties', LIN’s and their respective Affiliates’ liabilities or obligations under this Agreement or the Ancillary Agreements.

Section 2.4.     Closing Date. The purchase and sale of the Purchased Assets provided for in Section 2.1 (the “Closing”) shall be consummated at 9:00 A.M., New York time, five (5) Business Days after the conditions set forth in Articles VII and VIII are satisfied or, if legally permissible, waived (other than those conditions that by their nature are to be satisfied (or validly waived) at the Closing, but subject to such satisfaction or waiver), at the offices of Fried, Frank, Harris, Shriver & Jacobson LLP, One New York Plaza, New York, New York 10004, unless such time or date is changed by mutual agreement of the Seller Parties and the Buyer (the “Closing Date”).

Section 2.5.     Purchase Price.  The purchase price for the Purchased Assets (the “Purchase Price”) shall be equal to:

(a)     Eighty-Six Million Dollars ($86,000,000) (the “Base Purchase Price”);

(b)     plus the Closing Date Working Capital Amount, or minus the Closing Date Working Capital Deficit; and

(c)     plus the amount by which the EBITDA Value exceeds the Base Purchase Price, or minus the amount by which the EBITDA Value is less than the Base Purchase Price; provided that there shall be no adjustment to the Purchase Price pursuant to this Section 2.5(c) if the EBITDA Value is greater than or equal to $81,000,000 but less than or equal to $91,000,000.

Section 2.6.     Determination of Estimated Purchase Price; Payment on Closing Date.

(a)     At least two (2) Business Days prior to the Closing Date, the Seller Parties shall deliver to the Buyer a certificate executed on behalf of the Seller Parties by an authorized officer thereof, dated the date of its delivery, setting forth the Seller Parties’ good faith estimate of (i) a balance sheet, prepared in accordance with the Agreed Accounting Principles, setting forth the Current Assets and Current Liabilities as of the Cutoff Time (the “Estimated Closing Date Balance Sheet”), (ii) the Closing Date Working Capital Amount or the Closing Date Working Capital Deficit, as the case may be, (iii) the EBITDA Value, and (iv) the Estimated Purchase Price. To the extent reasonably practicable prior to the Closing, the Seller Parties shall, in good faith, discuss any questions or comments the Buyer may have with respect to such estimates but the Seller Parties shall not be required to make any modifications thereto.

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(b)     On the Closing Date, the Buyer shall pay or cause to be paid to the Seller Parties an amount equal to the Estimated Purchase Price (the “Closing Date Payment”) by bank wire transfer of immediately available funds to such bank account or accounts designated by the Seller Parties for such purpose not less than one (1) Business Day before the Closing Date.

Section 2.7.     Determination of Closing Date Working Capital, EBITDA Value and Purchase Price.

(a)     As promptly as reasonably practicable following the Closing Date (but not later than ninety (90) days after the Closing Date), the Buyer shall:

(i)     prepare, in accordance with the Agreed Accounting Principles, a balance sheet setting forth the Current Assets and Current Liabilities as of the Cutoff Time (the “Preliminary Closing Date Balance Sheet”);

(ii)     prepare, in accordance with the Agreed Accounting Principles (to the extent applicable), a determination of the EBITDA Value (such EBITDA Value, as determined by the Buyer, the “Preliminary EBITDA Value”);

(iii)     determine the Purchase Price in accordance with the provisions of this Agreement (such Purchase Price as determined by the Buyer being called the “Preliminary Purchase Price”); and

(iv)     deliver to the Seller Parties a certificate executed by the Buyer setting forth or attaching the Preliminary Closing Date Balance Sheet, the Preliminary EBITDA Value and the Buyer’s calculation of the Closing Date Working Capital Amount or the Closing Date Working Capital Deficit, as the case may be (the “Preliminary Closing Date Working Capital Calculation”) derived therefrom and the Preliminary Purchase Price.

(b)     The Seller Parties shall have sixty (60) days following receipt of the certificate referenced in Section 2.7(a) (the “Review Period”) in which to review the Preliminary Closing Date Balance Sheet, the Preliminary EBITDA Value, the Preliminary Purchase Price and the Preliminary Closing Date Working Capital Calculation. In the event the Seller Parties do not object to the Preliminary Closing Date Balance Sheet, the Preliminary EBITDA Value, the Preliminary Purchase Price or the Preliminary Closing Date Working Capital Calculation prior to expiration of the Review Period, the Preliminary Purchase Price, the Preliminary EBITDA Value and the Preliminary Closing Date Working Capital Calculation shall become (i) the “Purchase Price”, (ii) the “Preliminary EBITDA Value” and (iii) the “Closing Date Working Capital Amount” or the “Closing Date Working Capital Deficit,” as the case may be, respectively, for all purposes of this Agreement, including for purposes of determining the adjustment payment (if any) specified in Section 2.10. In the event the Seller Parties object to the Preliminary Closing Date Balance Sheet, the Preliminary EBITDA Value, the Preliminary Purchase Price or the Preliminary Closing Date Working Capital Calculation, the Seller Parties shall give a written notice to the Buyer specifying their objections in reasonable detail and the basis therefor, prior to expiration of the Review Period (“Objection Notice”). During the thirty (30) Business Day period following the Buyer's receipt of the Objection Notice (the “Resolution Period”), the Buyer and the Seller Parties shall attempt to resolve the differences specified in the Objection Notice and any resolution by them (evidenced in writing) of such differences (the “Agreed Adjustments”) shall be final, binding and conclusive. In the event the Buyer and the Seller Parties resolve all disputed items set forth in the Objection Notice by the Agreed Adjustments, the Preliminary Purchase Price, the Preliminary EBITDA Value and the Preliminary Closing Date Working Capital Calculation, in each case as adjusted by the Agreed Adjustments, shall become (x) the “Purchase Price” (y) the “EBITDA Value” and (z) the “Closing Date Working Capital Amount” or the “Closing Date Working Capital Deficit,” as the case may be, respectively, for all purposes of this Agreement, including for purposes of determining the adjustment payment (if any) specified in Section 2.10.

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(c)     If at the conclusion of the Resolution Period any objections raised by the Seller Parties remain unresolved, then the amounts so in dispute (the “Disputed Items”) shall be submitted to a firm of independent public accountants in the United States of national recognition (the “Arbitrator”) mutually selected by the Seller Parties and the Buyer within five (5) Business Days after the expiration of the Resolution Period. The Arbitrator shall determine and resolve, based solely on presentations by the Buyer and the Seller Parties, and not by independent review, the Disputed Items, in accordance with the Agreed Accounting Principles. In resolving the Disputed Items, the Arbitrator’s determination shall be no higher or lower than the respective amounts proposed by the Buyer and the Seller Parties. The Arbitrator’s determination shall be made within thirty (30) Business Days of its selection, shall be set forth in a written statement delivered to the Buyer and the Seller Parties and shall be final, binding and conclusive on the parties hereto. The Preliminary Purchase Price, the Preliminary EBITDA Value and the Preliminary Closing Date Working Capital Calculation shall be adjusted to reflect all Agreed Adjustments and the resolution of all Disputed Items by the Arbitrator and, as so adjusted, shall be (i) the “Purchase Price” (ii) the “EBITDA Value” and (iii) the “Closing Date Working Capital Amount” or the “Closing Date Working Capital Deficit,” as the case may be, respectively, for all purposes of this Agreement, including for purposes of determining the adjustment payment (if any) specified in Section 2.10.

(d)     The parties hereto shall make available to the Buyer, the Seller Parties and, if applicable, the Arbitrator, such books, records and other information (including work papers) as any of the foregoing may reasonably request to prepare or review the Preliminary Closing Date Balance Sheet, the Preliminary Purchase Price, the Preliminary EBITDA Value and the Preliminary Closing Date Working Capital Calculation or any matters submitted to the Arbitrator. The fees and expenses of the Arbitrator shall be paid by the Buyer, on the one hand, and the Seller Parties, on the other hand, in inverse proportion as they may prevail on the matters submitted to the Arbitrator pursuant to Section 2.7(c), which proportional allocations shall also be determined by the Arbitrator at the time the determination of the Arbitrator is rendered on the matters submitted.

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Section 2.8.     Closing Date Deliveries.

(a)     At the Closing, the Seller Parties shall deliver or cause to be delivered to the Buyer (i) a bill of sale and assignment and assumption agreement from the Seller Parties in substantially the form of Exhibit B (the “Bill of Sale and Assignment and Assumption Agreement”), providing for the conveyance all of the Purchased Assets (other than the Owned Real Property, the Seller FCC Authorizations, and all other assignable Governmental Permits exclusively related to the Station) and the assumption of all of the Assumed Liabilities, (ii) an assignment of the Seller FCC Authorizations from the appropriate Seller Party, in substantially the form of Exhibit C (the “Assignment of the Seller FCC Authorizations”), assigning to the Buyer the Seller FCC Authorizations and all other assignable Governmental Permits exclusively related to the Station, (iii) a transition services agreement from the appropriate Seller Party in substantially the form of Exhibit D (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to the Buyer the Owned Real Property, in form and substance reasonably satisfactory to Buyer, (v) all of the documents and instruments required to be delivered by the Seller Parties pursuant to Article VIII, (vi) specific assignment and assumption agreements duly executed by the appropriate Seller Parties relating to any agreements included as Purchased Assets that the Buyer or the Seller Parties have determined to be reasonably necessary to assign such agreements to the Buyer and for the Buyer to assume the Assumed Liabilities thereunder, (vii) a FIRPTA Certificate from each Seller Party and (viii) such other documents and instruments as the Buyer has determined to be reasonably necessary to consummate the transactions contemplated hereby.

(b)     At the Closing, the Buyer shall deliver to the Seller Parties (i) the Closing Date Payment by wire transfer of immediately available federal funds pursuant to wire instructions that Seller Parties shall provide, (ii) the Bill of Sale and Assignment and Assumption Agreement, (iii) the Transition Services Agreement, (iv) all of the documents and instruments required to be delivered by the Buyer pursuant to Article VII, (v) specific assignment and assumption agreements duly executed by the Buyer relating to any agreements included as Purchased Assets that the Buyer or the Seller Parties have determined to be reasonably necessary to assign such agreements to the Buyer and for the Buyer to assume the Assumed Liabilities thereunder, and (vi) such other documents and instruments as the Seller Parties have determined to be reasonably necessary to consummate the transactions contemplated hereby.

Section 2.9.     Further Assurances.

(a)     From time to time following the Closing, the appropriate Seller Party shall execute and deliver, or cause to be executed and delivered, to the Buyer such other instruments of conveyance and transfer as the Buyer may reasonably request or as may be otherwise necessary to effectively convey and transfer to, and vest in, the Buyer and put the Buyer in possession of, any part of the Purchased Assets, and, in the case of licenses, certificates, approvals, authorizations, agreements, contracts, leases, easements and other commitments included in the Purchased Assets which cannot be transferred or assigned effectively without the consent of third parties, which consent has not been obtained prior to the Closing, to reasonably cooperate with the Buyer at its reasonable request in endeavoring to obtain such consent. If, after the Closing, a Seller Party or any of its Affiliates receives proceeds of any accounts receivable (or any invoices for accounts payable), such Seller Party or such Affiliate shall reasonably promptly notify the Buyer and remit such proceeds (or provide such invoice) to the Buyer.

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(b)     Without limiting Section 5.3(f), to the extent that any Station Agreement or other agreement or contract included as a Purchased Asset cannot be assigned without consent and such consent is not obtained prior to the Closing, the Seller Parties shall use all commercially reasonable efforts to provide the Buyer the benefits of any such agreement and the Buyer shall use its commercially reasonable efforts to perform or discharge on behalf of the applicable Seller Party the obligations and liabilities under such agreement that constitute Assumed Liabilities. In addition to the Buyer’s obligation pursuant to the foregoing sentence, as to any Station Agreement or other agreement or contract included as a Purchased Asset that is not effectively assigned to the Buyer as of the Closing Date but is thereafter effectively assigned to the Buyer, the Buyer shall, from and after the effective date of such assignment, assume, and shall thereafter pay, perform and discharge as and when due, all Assumed Liabilities of any Seller Party or its Affiliates, as applicable, arising under such agreement.

(c)     From time to time following the Closing, the Buyer shall execute and deliver, or cause to be executed and delivered, to the Seller Parties such other undertakings, assignments and assumptions as the Seller Parties may reasonably request or as may be otherwise necessary to effectively evidence Buyer’s assumption of and obligation to pay, perform and discharge the Assumed Liabilities or otherwise evidence the matters contemplated by this Agreement.

Section 2.10.     Purchase Price Adjustment. Promptly (but not later than five (5) Business Days) after the determination of the Purchase Price pursuant to Section 2.7 that is final and binding as set forth herein:

(i)     if the Purchase Price as finally determined pursuant to Section 2.7 exceeds the Estimated Purchase Price, the Buyer shall pay to the Seller Parties, by wire transfer of immediately available funds to such bank accounts of the Seller Parties as the Seller Parties shall designate in writing to the Buyer, the amount by which the Purchase Price exceeds the Estimated Purchase Price; or

(ii)     if the Purchase Price as finally determined pursuant to Section 2.7 is less than the Estimated Purchase Price, the Seller Parties shall pay to the Buyer, by wire transfer of immediately available funds to such bank accounts of the Buyer as the Buyer shall designate in writing to the Seller Parties, the amount by which the between the Estimated Purchase Price exceeds the Purchase Price.

Section 2.11.     Allocation of Purchase Price. Within 180 days following the Closing Date, the Buyer shall provide to the Selling Parties an allocation of the applicable portions of the Purchase Price (and any Assumed Liabilities treated as additional purchase price for income Tax purposes) in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate) (the “Allocation”). The Seller Parties shall provide the Buyer with any comments to the Allocation in writing within fifteen (15) days after the date of receipt by the Seller Parties. Buyer and the Seller Parties shall negotiate in good faith to finalize the Allocation (unless the Seller Parties do not provide any comments within such fifteen-day period, in which case the Buyer’s determination of the Allocation shall be deemed final). To the extent the parties agree to such Allocation, the Seller Parties and the Buyer agree to file all Tax Returns (including IRS Form 8594 and, if required, supplemental Forms 8594, in accordance with the instructions to Form 8594) and any other forms, reports or information statements required to be filed pursuant to Section 1060 of the Code and the applicable regulations thereunder, and any similar or corresponding provision of state, local or foreign Tax Law, in a manner that is consistent with the finalized Allocation and to refrain from taking any position inconsistent therewith. If the parties are unable to mutually agree to such Allocation then the parties shall have no further obligation under this Section 2.11, and each party shall make its own determination of such allocation for financial and tax reporting purposes, which determination, for the avoidance of doubt, shall not be binding on the other party.

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Section 2.12.     Withholding. Buyer shall be entitled to deduct and withhold from the consideration otherwise payable hereunder any amounts that are required to be deducted and withheld with respect to the making of payments pursuant to this Agreement as required by the Code or under any provision of U.S. state, local of non-U.S. Law, provided that if Buyer determines that an amount is required to be deducted and withheld with respect to any payment, Buyer shall provide the recipient of such payment with written notice of Buyer’s intention to deduct and withhold as soon as practicable prior to the date such payment is required to be made, which notice shall include a copy of the calculation of the amount to be deducted and withheld as well as the Code or other provision of Law pursuant to which such withholding is required, so as to provide the recipient of such payment an opportunity to provide forms or other evidence that would exempt such amounts from withholding. Amounts withheld in compliance with this Section 2.12 and paid over to the appropriate Governmental Body shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such withholding was made.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES

As an inducement to the Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, the Seller Parties jointly and severally represent and warrant to the Buyer as follows (and for purposes of each such representation and warranty in this Article III, LIN TV shall be deemed to be a “Seller Party”):

Section 3.1.     Organization. Each of the Seller Parties is organized, validly existing and in good standing under the laws of its state of incorporation. Each of the Seller Parties has the requisite organizational power and authority to operate the Station as now operated by it, to use the Purchased Assets as now used by it and to carry on the Business as now conducted by it.

Section 3.2.     Authority of the Seller Parties.

(a)     Each of the Seller Parties has the requisite organizational power and authority to execute and deliver this Agreement and the Ancillary Agreements to be executed and delivered by it pursuant hereto, to consummate the transactions contemplated hereby and thereby and to comply with the terms, conditions and provisions hereof and thereof.

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(b)     The execution, delivery and performance of this Agreement and the Ancillary Agreements by each of the Seller Parties (to the extent a party thereto) have been duly authorized and approved by all necessary organizational action on the part of the Seller Parties or their Affiliates and do not require any further authorization or consent on the part of the Seller Parties or their Affiliates (except for LIN TV, for which this representation shall apply as of the time it becomes a Seller Party pursuant to Section 5.8). This Agreement is, and each other Ancillary Agreement when executed and delivered by each of the Seller Parties party thereto or their Affiliates, as applicable, will be, a legal, valid and binding agreement of such Seller Party or its Affiliates party thereto, as applicable, enforceable in accordance with its respective terms, except in each case as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(c)     Except for the FCC Consent, the DOJ Consent and as set forth in Schedule 3.2, none of the execution, delivery and performance by the Seller Parties of this Agreement or by any of the Seller Parties or any of their Affiliates, as applicable, of the Ancillary Agreements to which it is a party, the consummation by the Seller Parties or their Affiliates, as applicable, of the transactions contemplated hereby or thereby or compliance by the Seller Parties or their Affiliates, as applicable, with or fulfillment by the Seller Parties of the terms, conditions and provisions hereof or thereof will:

(i)     conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets under, (A) the certificate of incorporation, bylaws or other organizational documents of the Seller Parties, (B) any Station Agreement, (C) any Governmental Permit in any material respect, (D) any applicable Law in any material respect, (E) any judgment, order, award or decree to which such Person is a party or any of the Purchased Assets is subject or by which such Person is bound in any material respect, or (F) any material indenture, note, mortgage, lease, guaranty or material agreement to which any of the Seller Parties and any of their Affiliates is a party, except, in the case of each of the foregoing clauses (B) or (F), as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect; or

(ii)     require the approval, consent, authorization or act of, or the making by any Seller Party, or any of their Affiliates of any declaration, notice, filing or registration with, any third Person (including under any Station Agreement) or any foreign, federal, state or local court, governmental or regulatory authority or body, except for such of the foregoing as are necessary pursuant to the HSR Act or any approval by the DOJ as required by the Proposed Final Judgment entered in connection with or as a result of the transactions contemplated by the Merger (the “DOJ Final Judgment”), if applicable, and except, in any case, as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.

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Section 3.3.     Financial Statements. Schedule 3.3 contains (a) the unaudited balance sheets of the Business as of December 31, 2013 and December 31, 2012, respectively, and the related statements of income for the years then ended and (b) the unaudited balance sheet (the “Balance Sheet”) of the Business as of June 30, 2014 (the “Balance Sheet Date”) and the related statement of income for the period from January 1, 2014 to June 30, 2014. Except as set forth in Schedule 3.3 or in the accompanying notes, each of such balance sheets and statements of income have been prepared in accordance with U.S. generally accepted accounting principles consistently applied and present fairly, in all material respects, the financial position and results of operations of the Business as of their respective dates and for the respective periods covered thereby.

Section 3.4.     Operations Since Balance Sheet Date.

(a)     Except as set forth in Schedule 3.4(a), from the Balance Sheet Date, there has been no change in the Business which, individually or in the aggregate, has had or would reasonably be likely to have a Material Adverse Effect.

(b)     Except as set forth in Schedule 3.4(b), since the Balance Sheet Date, the Business has been conducted in all material respects in the ordinary course and in conformity with past practice, other than in connection with the process relating to the sale of the Business and the Mergers.

Section 3.5.     No Undisclosed Liabilities. Except as set forth in Schedule 3.5, no Seller Party or any of its Affiliates is subject, with respect to the Business, to any material liability (including unasserted claims, whether known or unknown), whether absolute, contingent, accrued or otherwise, except for liabilities which are (a) reflected or reserved for on the Balance Sheet, (b) liabilities incurred in the ordinary course of business since the Balance Sheet Date, or (c) liabilities to be performed in the ordinary course of business pursuant to the Station Agreements and other agreements included in the Purchased Assets (other than in connection with a breach or alleged breach thereof).

Section 3.6.     Taxes. Each of the Seller Parties and/or its Affiliates, as applicable, has filed all material Tax Returns with respect to the Business and the Purchased Assets required to be filed prior to the date hereof and all such Tax Returns were true, correct and complete in all material respects, and has paid all Taxes with respect to the Business and the Purchased Assets reflected on such Tax Returns. Each of the Seller Parties and/or its Affiliates, as applicable, is in compliance in all respects with the provisions of the Code relating to the withholding and payment of Taxes with respect to the Business and the Purchased Assets and has, within the time and in the manner prescribed by Law, withheld from employee wages and paid over to the proper Governmental Body all required amounts. There are no Liens for Taxes on any of the Purchased Assets other than Permitted Encumbrances. Except as set forth in Schedule 3.6, (a) no Tax Return relating to the Business or the Purchased Assets is currently under audit or examination by any Governmental Body, (b) there are no suits, actions, proceedings or investigations pending with respect to any material Taxes relating to the Business or the Purchased Assets, (c) no extension of time for filing any material Tax Return relating to the Business or the Purchased Assets has been requested, (d) no statute of limitations has been waived in respect of Taxes relating to the Business or the Purchased Assets, (e) no Tax allocation, Tax sharing or Tax indemnity or similar agreement or arrangement, or power of attorney with respect to any material Tax matter, is currently in force with respect to the Purchased Assets or the Business that would, in any manner, bind, obligate, or restrict Buyer, and (f) no written notice or inquiry from any jurisdiction where Tax Returns are not currently filed with respect to the Purchased Assets or the Business has been received by the Seller Parties or any of its Affiliates to the effect that such filings are required or that the Purchased Assets or the Business are otherwise subject to taxation by such jurisdiction.

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Section 3.7.     All Assets. Except for the Excluded Assets, the Purchased Assets (a) constitute all the assets and properties whether tangible or intangible, whether personal, real or mixed, wherever located, that are used by the Seller Parties and their Affiliates exclusively in the operation of the Station, (b) with respect to the Tangible Personal Property, Real Property, Purchased Intellectual Property, Seller FCC Authorizations and Assumed Contracts, are sufficient to conduct the operation of the Station in the manner in all material respects which the Station is conducted on the date hereof (except in respect of matters of the nature covered by the Transition Services Agreement) and (c) that are material to the day to day operations of the Station are in such good and serviceable condition in all material respects (subject to normal wear and tear).

Section 3.8.     Governmental Permits; FCC Matters.

(a)     The Seller Parties or their Affiliates own, hold or possess all material registrations, licenses, permits, approvals and regulatory authorizations from a Governmental Body that are reasonably necessary to entitle them to own or lease, operate and use the assets of the Station that they own and to carry on and conduct the Business substantially as conducted immediately prior to the date of this Agreement (herein collectively called “Governmental Permits”). Schedule 3.8(a) sets forth a list of each of the Seller FCC Authorizations, held by the Seller Parties as of the date of this Agreement. The Seller FCC Authorizations constitute all material registrations, licenses, franchises, permits issued by the FCC to the Seller Parties and their Affiliates in respect of the Station and held by the Seller Parties and their Affiliates as of the date of this Agreement.

(b)     Each Seller Party and its Affiliates has fulfilled and performed its obligations under each of the Governmental Permits in all material respects. Each of the Governmental Permits is valid, subsisting and in full force and effect in all material respects and there has been no material revocation, suspension, cancellation, rescission or termination thereof.

(c)     The Station is being operated in accordance with the Seller FCC Authorizations and in compliance in all material respects with the Communications Act and all other Laws applicable to the Station. Except as disclosed in Schedule 3.8(c), there is not (i) pending, or, to the Knowledge of the Seller Parties, threatened, any material inquiry, action or legal proceeding, other than actions or proceedings affecting broadcast television stations generally, by or before the FCC to revoke, suspend, cancel, rescind, terminate, materially adversely modify or refuse to renew in the ordinary course any Seller FCC Authorization (other than, in the case of modifications, proceedings to amend the FCC rules of general applicability), or (ii) issued or outstanding, by or before the FCC, any (A) order to show cause, (B) notice of violation, (C) notice of apparent liability or (D) order of forfeiture, in each case, against the Station, or any Seller Party or any of its Affiliates with respect to the Station that has resulted or would reasonably be expected to result in any action described in the foregoing clause (i) with respect to such Seller FCC Authorizations. The Seller FCC Authorizations have been issued by the FCC for full terms customarily issued by the FCC for each class of Station, and the Seller FCC Authorizations are not subject to any condition except for those conditions appearing on the face of the Seller FCC Authorizations and conditions applicable to broadcast licenses generally or otherwise disclosed in Schedule 3.8(a). Each Seller Party and its Affiliates has (i) paid or caused to be paid all FCC regulatory fees due and payable by it in respect of the Station, and (ii) timely filed all material registrations and reports required to have been filed by it with the FCC relating to the Seller FCC Authorizations, in each case in all material respects. This Section 3.8 does not relate to Governmental Permits for environmental, health and safety matters which are the subject solely of Section 3.21.

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(d)     Except for the Mergers and any matters disclosed in Schedule 3.8(c), there are no facts or circumstances relating to the Seller Parties that would, under the Communications Act or any other applicable Laws, (i) disqualify the Seller Parties as the assignor of the Seller FCC Authorizations, (ii) delay the FCC’s processing of the FCC Applications, or (iii) cause the FCC to impose a material condition or conditions on its granting of the FCC Consent, or give the Seller Parties reason to believe that the FCC Applications would be challenged or not granted due to any facts or circumstances relating to the Seller Parties or the Station.

Section 3.9.     Real Property; Real Property Leases.

(a)     Schedule 3.9(a) contains a brief description of all real property owned by the Seller Parties or their Affiliates as of the date of this Agreement exclusively for use in the Business (the “Owned Real Property”). Except as described in Schedule 3.9(a), the Seller Parties or their subsidiaries have good and marketable fee simple title (free and clear of any Encumbrances other than Permitted Encumbrances) to the Owned Real Property (it being understood that until the consummation of the Mergers only LIN TV holds such title).

(b)     Schedule 3.9(b) sets forth a list of each material lease or similar contract or agreement under which any Seller Party or any of its Affiliates is a lessee of, or occupies, exclusively for use in the Business, any real property owned by any third Person (each such lease, contract or agreement, whether or not material, a “Real Property Lease,” and the property leased under the Real Property Leases is referred to herein, together with the Owned Real Property, as the “Real Property”) that is in effect as of the date of this Agreement. The applicable Seller Party or one of its subsidiaries has a valid leasehold interest in, sub leasehold interest in, or other occupancy right with respect to, the leased or occupied premises under the Real Property Leases in effect as of the date hereof.

(c)     Neither the whole nor any part of the Owned Real Property nor, to the Knowledge of the Seller Parties, any property leased by any Seller Party or any of its Affiliates under any Real Property Lease is subject to any pending or threatened suit for condemnation or other taking by any public authority that would reasonably be expected to impair the Buyer’s occupancy or use of the applicable Real Property in any material respect. Each Seller Party’s and its Affiliates’, as applicable, use and occupancy of the Real Property complies, in all material respects, with all regulations, codes, ordinances and statutes of all applicable Governmental Bodies.

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Section 3.10.     Intellectual Property.

(a)     Schedule 3.10(a) contains a list of all patents and patent applications, trademark, service mark and copyright registrations and applications for registration, and Internet domain name registrations, in each case, that are included in the Purchased Intellectual Property. To the Knowledge of the Seller Parties, (i) each material registration included in the Purchased Intellectual Property is valid and enforceable and (ii) each material registration and pending application included in the Purchased Intellectual Property is subsisting.

(b)     (i) To the Knowledge of the Seller Parties, the Business is not infringing, misappropriating or otherwise violating any Intellectual Property owned by any third party, (ii) there is no unresolved written claim that alleges any Purchased Intellectual Property infringes the Intellectual Property of another Person; (iii) no litigation, arbitration or other proceeding is currently pending as of the date hereof with respect to any material Purchased Intellectual Property; and (iv) there is no unresolved written claim that challenges the validity or ownership of any Purchased Intellectual Property. The Buyer acknowledges that the representations and warranties set forth in this Section 3.10(b) are the only representations and warranties the Seller Parties make in this Agreement with respect to any activity that constitutes, or otherwise with respect to, infringement, misappropriation or other violation of Intellectual Property.

(c)     There are no material actions, suits or proceedings by or before any court or any Governmental Body which are pending or, to the Knowledge of Seller Parties, threatened regarding or disputing the ownership, registrability or enforceability, or use by the Seller Parties or any of their Affiliates, of any Purchased Intellectual Property, other than the review of pending patent and trademark applications by applicable Governmental Bodies. None of the Seller Parties or any of their Affiliates is a party to any outstanding Order that restricts, in a manner material to the Business, the use or ownership of any Purchased Intellectual Property.

Section 3.11.     Title to Assets. The Seller Parties and their subsidiaries have good and valid title or a valid right to use all of material Tangible Personal Property included in the Purchased Assets free and clear of all Encumbrances, except for Permitted Encumbrances (it being understood that until the consummation of the Mergers only LIN TV holds such title). Schedule 3.11 sets forth a list and description of each material item of Tangible Personal Property.

Section 3.12.     Employees. Schedule 3.12 contains: (a) a list of all full-time, part-time and per diem employees (and any consultants or independent contractors, other than third party vendors, delivery services and other similar parties) of the Seller Parties and their Affiliates as of the date of this Agreement whose employment (or services) relates exclusively to the Business; and (b) the current rate of annual base salary or regular wage rate provided by the Seller Parties and their Affiliates to such Persons as of the date hereof, along with each such Person’s prior year and projected current year bonus and/or commissions. Since the Balance Sheet Date, except as disclosed in Schedule 3.12 or as has occurred in the ordinary course of the Business and materially consistent as to timing and amount with past practices, no Seller Party has, with respect to the Business: (i) increased the compensation payable or to become payable to or for the benefit of any such Person (other than normal annual salary increases consistent with past practice), (ii) increased the amount payable to any such Person upon the termination of such person’s employment (or services), or (iii) increased, augmented or improved benefits granted to or for the benefit of any such Person under any bonus, profit sharing, pension, retirement, deferred compensation, insurance or other direct or indirect benefit plan or arrangement, other than as required by the terms of the existing contracts or Employee Plans which have been made available to the Buyer.

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Section 3.13.     Employee Relations.

(a)     None of the Seller Parties is a party to any labor agreement or collective bargaining agreement in respect of the Station or covering any Employee as of the date hereof and, to the Knowledge of the Seller Parties, there has not been any organizational effort made or threatened by or on behalf of any labor union with respect to the Employees.

(b)     Except as disclosed on Schedule 3.13, as of the date of this Agreement, no unfair labor practice charge against any of the Seller Parties or any of its Affiliates in respect of the Station is pending or, to the Knowledge of the Seller Parties, threatened before the National Labor Relations Board, any state labor relations board or any court or tribunal. As of the date of this Agreement, there is no strike or other material labor dispute pending or, to the Knowledge of the Seller Parties, threatened in respect of the Station.

(c)     The Seller Parties and their Affiliates are in material compliance with all applicable Laws relating to worker classification of the Employees.

(d)     The Seller Parties and their Affiliates are in material compliance with all currently applicable Laws respecting terms and conditions of employment for the Employees. There are no material actions, suits or proceedings pending or, to the Knowledge of the Seller Parties, threatened against any of the Seller Parties or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating to labor and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except to the extent such amounts are included in the Current Liabilities.

Section 3.14.     Contracts. Except as set forth in Schedule 3.14 or any other Schedule hereto, as of the date of this Agreement, no Seller Party is party to or bound by:

(a)     any contract for the purchase, sale, license or lease of assets used or to be used exclusively in the Business with a value in excess of $150,000;

(b)     any lease of a third party’s Tangible Personal Property;

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(c)     any programming agreement;

(d)     any retransmission consent agreement with any MVPDs with more than 10,000 paid subscribers with respect to the Station;

(e)     any contract or agreement that is a “local marketing agreement” or time brokerage agreement, joint sales agreement, shared services agreement, management services agreement, local news sharing agreement or similar contract exclusively related to the Business;

(f)     any partnership, joint venture or other similar contract or agreement exclusively related to the Business;

(g)     any affiliation agreement with a national television network for the Station;

(h)     any contract or agreement for capital expenditures with respect to the Business in excess of $10,000 for any single item and $25,000 in the aggregate;

(i)     any Employment Agreement with any individual Employee;

(j)     any Real Property Lease;

(k)     any representation agreement; or

(l)     any contract (other than any contract of the type described in clauses (a) through (k) above) that exclusively relates to the Business that is not terminable by a Seller Party without penalty on ninety (90) days’ notice or less and which is reasonably expected to involve the payment by the Seller Parties after the date hereof of more than $250,000 per annum.

(m)     Schedule 3.14 also indicates whether each contract or agreement listed therein is to be deemed an “Assumed Contract”.

Section 3.15.     Status of Contracts. Except as set forth in Schedule 3.15, each of the leases, contracts and other agreements listed in Schedule 3.14 and indicated to be an “Assumed Contract” (collectively, the “Station Agreements”) constitutes a valid and binding obligation of a Seller Party and, to the Knowledge of the Seller Parties, the other parties thereto and is in full force and effect (in each case, subject to bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). The Seller Parties and their Affiliates are not in material breach of, or material default under, any Station Agreement and, to the Knowledge of the Seller Parties, no other party to any Station Agreement is in material breach of, or material default under, any Station Agreement. To the Knowledge of the Seller Parties, no event has occurred which would result in a material breach of, or material default under, any Station Agreement (in each case, with or without notice or lapse of time or both). Copies of each of the Station Agreements, together with all amendments thereto, have heretofore been made available to the Buyer by the Seller Parties.

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Section 3.16.     No Violation, Litigation or Regulatory Action. Except as set forth in Schedule 3.16 or Schedule 3.8(c):

(a)     Each Seller Party is in compliance with all Laws and Orders which are applicable to the Purchased Assets, the Station or the Business, in all material respects; and

(b)     Since December 31, 2013, no Seller Party has received any written notice from a Governmental Body of a material violation of any applicable Laws relating to the Station; and

(c)     Except for threatened actions, suits or proceedings in connection with the transactions contemplated by the Mergers and for Orders relating to the approval by Governmental Bodies of the Mergers, there are no material actions, suits or proceedings by or before any court or any Governmental Body which are pending or, to the Knowledge of the Seller Parties, threatened against any Seller Party or any of their Affiliates in respect of the Purchased Assets, any Station or the Business.

Section 3.17.     Insurance.   A Seller Party or one of its Affiliates currently maintains, in respect of the Purchased Assets, the Station and the Business, policies of fire and extended coverage and casualty, liability and other forms of insurance in such amounts and against such risks and losses as are in the reasonable judgment of the Seller Parties prudent for the Business. Except as set forth in Schedule 3.17 with respect to the Business, there are no outstanding material claims under any insurance policy or default with respect to provisions in any such policy.

Section 3.18.     Employee Plans; ERISA.

(a)     Schedule 3.18 sets forth a list of each Employee Plan in effect as of the date of this Agreement. A true and correct copy of each such Employee Plan has been made available to the Buyer.

(b)     All Employee Plans are in compliance in form and operation in all material respects with their terms and with the provisions of ERISA, the Code and other applicable law and the rules and regulations promulgated thereunder to the extent that ERISA, the Code and other applicable law and such rules and regulations are intended to apply, except where noncompliance would not result in a liability to Buyer.

(c)     As of the Closing, full payment to each Employee Plan of all contributions or other remittances or payments (including all employer contributions, employee salary reduction contributions, premiums and other amounts) that are required to be made by the Seller Parties and their Affiliates under the terms thereof and under ERISA or the Code have been made on a timely basis, except where such failure would not result in a liability to Buyer.

(d)     Each Employee Plan that is subject to the minimum funding standards of the Code or ERISA satisfies in all material respects such standards under Sections 412 and 302 of the Code and ERISA, respectively, and no waiver of such funding has been sought or obtained.

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(e)     None of the assets of any Employee Plan are subject to any lien under ERISA Section 302(f) or Code Section 412(n) or 430(n).

(f)     With respect to each Employee Plan maintained or contributed to by the Seller Parties or their Affiliates that is intended to be a plan that is qualified under Section 401(a) of the Code, each such Employee Plan has received a favorable determination letter, or with respect to a prototype plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan sponsor, regarding its qualified status, and its related trust is tax-exempt under the Code and there are no existing facts or circumstances that could reasonably be expected to adversely affect such Employee Benefit Plan’s qualification under Section 401(a) and related sections of the Code or such related trust’s tax-exempt status.

Section 3.19.     Environmental Protection.

(a)     Except as set forth in Schedule 3.19:

(i)     The Business is in material compliance with all Environmental Laws;

(ii)     Each Seller Party and its Affiliates has, in respect of the Business, obtained all material Governmental Permits required under Environmental Law necessary for its operation. Each Seller Party and its Affiliates is in material compliance with all terms and conditions of such Governmental Permits;

(iii)     None of the Seller Parties or any of its Affiliates, with respect to the Business, is the subject of any pending or, to the Knowledge of the Seller Parties, threatened action, claim, complaint, investigation or notice of noncompliance or potential responsibility or other proceedings alleging any material failure of the Business to comply with, or material liability of the Business under, any Environmental Law;

(iv)     To the Knowledge of the Seller Parties, there has been no Release of Hazardous Materials at, under, about or from any Real Properly reasonably expected to require any Seller Party or any of its Affiliates to conduct any material investigation, remediation or other response action, or incur material Losses, under Environmental Law; and

(v)     The Seller Parties have made available to the Buyer copies of all environmental assessments, audits, investigations and similar environmental reports relating to the Station or the Real Property that are in the possession of the Seller Parties or their Affiliates.

(b)     The representations and warranties contained in this Section 3.19 are the sole and exclusive representations and warranties relating to Environmental Law or Hazardous Materials.

Section 3.20.     MVPD Matters. Schedule 3.20 contains, as of the date hereof, (i) a list of each Station retransmission consent contract existing as of the date hereof to which any Seller Party or any of its Affiliates is a party with any distributor of video programming or MVPD that has more than ten thousand (10,000) subscribers in the Station’s Market, and (ii) a list of the MVPDs that, to the Knowledge of the Seller Parties, carry the Station and have more than ten thousand (10,000) subscribers with respect to the Station outside of the Station’s Market. The applicable Seller Party or one of its Affiliates has entered into retransmission consent contracts with respect to each MVPD that has more than ten thousand (10,000) subscribers in the Station's Market, and, to the Knowledge of the Seller Parties, as of the date of this Agreement, no MVPD is retransmitting the signal of the Station without the authorization of a Seller Party or one of its Affiliates. Since December 31, 2013, no MVPD that has more than ten thousand (10,000) subscribers in the Station’s Market has (i) failed to respond to a request for carriage, (ii) to the Knowledge of Seller Parties, sought any form of relief from carriage of the Station from the FCC or before any Governmental Body, (iii) notified the Seller Parties or any of their Affiliates of any signal quality issue that has not been resolved, or (iv) notified the Seller Parties or any of their Affiliates of such MVPD’s intention to delete the Station from carriage or change the channel position of the Station. The Seller Parties or their Affiliates have validly and timely made retransmission consent elections with respect to the Station for the 2012-2014 election cycle with all MVPDs in the market with more than ten thousand (10,000) subscribers.

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Section 3.21.     No Finder. None of the Seller Parties, any of their Affiliates or any party acting on any Seller Party’s or any of their Affiliates’ behalf has paid or become obligated to pay any fee or commission to any broker, finder or intermediary for or on account of the transactions contemplated by this Agreement for which the Buyer may become liable.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE BUYER

As an inducement to the Seller Parties to enter into this Agreement and to consummate the transactions contemplated hereby, the Buyer represents and warrants to the Seller Parties as follows:

Section 4.1.     Organization. The Buyer is organized, validly existing and in good standing under the laws of the state of its organization. The Buyer has the requisite organizational power and authority to own, lease and operate the properties and assets used in connection with its business as currently being conducted or to be acquired pursuant hereto.

Section 4.2.     Authority of the Buyer.

(a)     The Buyer has the requisite organizational power and authority to execute and deliver this Agreement and all of the other agreements and instruments to be executed and delivered by the Buyer pursuant hereto (collectively, the “Buyer Ancillary Agreements”), to consummate the transactions contemplated hereby and thereby and to comply with the terms, conditions and provisions hereof and thereof.

(b)     The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by the Buyer have been duly authorized and approved by all necessary organizational action on the part of the Buyer and its Affiliates and do not require any further authorization or consent on the part of the Buyer or any of its Affiliates. This Agreement is, and each other Buyer Ancillary Agreement when executed and delivered by the Buyer or any of its Affiliates and the other parties thereto will be, a legal, valid and binding agreement of the Buyer or such Affiliates party thereto enforceable in accordance with its respective terms, except in each case as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

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(c)     Except for the FCC Consent, the DOJ Consent and as set forth in Schedule 4.2, none of the execution, delivery and performance by the Buyer of this Agreement, or by the Buyer or any of its Affiliates, as applicable, of the Buyer Ancillary Agreements to which it is a party, the consummation by the Buyer or its Affiliates, as applicable, of the transactions contemplated hereby or thereby or compliance by the Buyer or any of its Affiliates, as applicable, with or fulfillment by the Buyer or its Affiliates, as applicable, of the terms, conditions and provisions hereof or thereof will:

(i)     conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon any assets of the Buyer under, (A) the certificate of incorporation, bylaws or other organizational documents of the Buyer, or (B) any material indenture, note, mortgage, lease, guaranty or material agreement, or any judgment, order, award or decree, to which the Buyer or any of its Affiliates is a party; or

(ii)     require the approval, consent, authorization or act of, or the making by the Buyer or any of its Affiliates of any declaration, notice, filing or registration with, any third Person or any foreign, federal, state or local court, governmental or regulatory authority or body, except for such of the foregoing as are necessary pursuant to the HSR Act or any approval by the DOJ, as required by the DOJ Final Judgment, if applicable.

Section 4.3.     Litigation. None of the Buyer or any of its Affiliates is a party to any action, suit or proceeding pending or, to the knowledge of the Buyer, threatened which, if adversely determined, would reasonably be expected to restrict the ability of the Buyer to consummate promptly the transactions contemplated by this Agreement. There is no order to which the Buyer or any of its Affiliates is subject which would reasonably be expected to restrict the ability of the Buyer to consummate promptly the transactions contemplated by this Agreement.

Section 4.4.     No Finder. None of the Buyer or any of its Affiliates, or any party acting on any of their behalf has paid or become obligated to pay any fee or commission to any broker, finder or intermediary for or on account of the transactions contemplated by this Agreement.

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Section 4.5.     Qualifications as FCC Licensee.

(a)     The Buyer is legally, financially and otherwise qualified to be the licensee of, and to acquire, own, operate and control, the Station under the Communications Act, including the provisions relating to media ownership and attribution, foreign ownership and control, and character qualifications. There are no facts or circumstances relating to Buyer that would, under the Communications Act or any other applicable Laws, (i) disqualify the Buyer as the assignee of the Seller FCC Authorizations with respect to the Station or as the owner and operator of the Station, (ii) delay the FCC’s processing of the FCC Applications, or (iii) cause the FCC to impose a material condition or conditions on its granting of the FCC Consent. Except as disclosed on Schedule 4.5(a), no waiver of or exemption from, whether temporary or permanent, any provision of the Communications Act, or any divestiture or other disposition by the Buyer or any of their respective Affiliates of any asset or property, is necessary for the FCC Consent to be obtained under the Communications Act. The Buyer has no reason to believe that the FCC Applications would be challenged or not granted due to any facts or circumstances relating to the Buyer.

Section 4.6.     Financial Capacity. The Buyer has, as of the date of this Agreement, and will have, as of the Closing Date, on hand (or access through committed credit facilities to) adequate funds to perform all of its obligations under this Agreement.

ARTICLE V

ACTION PRIOR TO THE CLOSING DATE

The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:

Section 5.1.     Access to the Business. Upon the written request of the Buyer, the Seller Parties shall use commercially reasonable efforts to cause (including by enforcing the rights of the Seller Parties under the Merger Agreement) LIN and its Affiliates to afford to the officers, employees and authorized representatives of the Buyer (including independent public accountants, attorneys and consultants) reasonable access during normal business hours, and upon reasonable prior notice, to the offices, properties, employees and business and financial records of the Business to the extent reasonably necessary for Buyer’s transition planning and shall furnish to the Buyer or its authorized representatives such additional information concerning the Business as shall be reasonably requested to the extent reasonably necessary for Buyer’s transition planning; provided, however, that the Seller Parties, LIN or their respective Affiliates shall not be required to violate any obligation of confidentiality or other obligation under applicable Law to which the Seller Parties, LIN or any of their respective Affiliates are subject in discharging their obligations pursuant to this Section 5.1. The Buyer agrees that any such access shall be conducted in such a manner as not to interfere unreasonably with the operations of Business, the Seller Parties, LIN or their respective Affiliates. Notwithstanding the foregoing, none of the Seller Parties, LIN or their respective Affiliates shall be required to (i) take any action which would constitute a waiver of attorney-client or other privilege or would compromise the confidential information of the Seller Parties, LIN or their respective Affiliates not related to the Business, (ii) supply the Buyer with any information which, in the reasonable judgment of the Seller Parties or LIN, the Seller Parties, LIN or any of their respective Affiliates are under a contractual or legal obligation not to supply or (iii) permit the Buyer or any of its Affiliates to conduct any sampling of soil, sediment, groundwater, surface water or building material. Any information disclosed to the Buyer by the Seller Parties or LIN or its Affiliates under this Section 5.1 shall be held in accordance with the Confidentiality Agreement, dated as of June 12, 2014 (the “Confidentiality Agreement”), by and among Media General, LIN and the Buyer.

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Section 5.2.     Notification of Certain Matters.

(a)     The Buyer on the one hand, and the Seller Parties, on the other hand, shall promptly notify the other upon becoming aware of any breach of any representation or warranty contained in this Agreement including, in the case of the Buyer, upon any of their officers, employees or authorized representatives becoming aware of such a breach as a result of the access to the Business permitted by Section 5.1; provided, however, that a party’s receipt of information or notification shall not operate as a waiver (including with respect to any right to indemnification) or otherwise affect any representation, warranty, covenant or agreement given or made by the other parties in this Agreement.

(b)     Each party shall promptly notify the other of any action, suit or proceeding that shall be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement. The Seller Parties shall promptly notify the Buyer, and the Buyer shall promptly notify the Seller Parties, of any lawsuit, claim, proceeding or investigation that may be threatened, brought, asserted or commenced against the other, LIN or their respective Affiliates which would have been listed in Schedule 3.16 or would be an exception to Section 4.3 if such lawsuit, claim, proceeding or investigation had arisen prior to the date hereof.

(c)     In the event that the Seller Parties, LIN or any of their respective Affiliates file any application with the FCC with respect to the Station after the date of this Agreement, the Seller Parties shall notify the Buyer within five (5) Business Days of such filing.

(d)     The Seller Parties shall keep Buyer reasonably informed regarding the status of the Mergers, including obtaining necessary consents and approvals of Governmental Bodies with respect thereto, in each case, to the extent permissible under applicable Law.

(e)     The Seller Parties shall use their reasonable best efforts to remain informed regarding the Business and to cause LIN and its Affiliates to make the Seller Parties aware of any matter for which disclosure is required pursuant to this Section 5.2.

Section 5.3.     FCC Consent; HSR Act Approval; Other Consents and Approvals.

(a)     As promptly as practicable after the date hereof, but in any event no later than five (5) Business Days hereafter, the Seller Parties and the Buyer shall file, or any of their respective Affiliates shall file (and, in the case of the Seller Parties, shall use their reasonable best efforts to cause LIN or its Affiliates to file), with the FCC the necessary applications requesting its consent to the assignment of the Seller FCC Authorizations to the Buyer, as contemplated by this Agreement (the “FCC Applications”). The Seller Parties and the Buyer shall, or shall cause their respective Affiliates to (and, in the case of the Seller Parties, shall use their reasonable best efforts to cause LIN or its Affiliates to), cooperate in the preparation of such applications and will diligently take, or cooperate in the taking of, all necessary, desirable and proper steps, provide any additional information required by the FCC and shall use reasonable best efforts (and, in the case of the Seller Parties, shall use their reasonable best efforts to cause LIN or its Affiliates) to obtain promptly the FCC Consent; provided, however, that the parties hereto acknowledge and agree that Seller Parties, LIN or their Affiliates may take various actions related to obtaining necessary approvals for the Mergers and to consummate the Mergers, including amending the FCC Applications (which may affect the timing of FCC action with respect to the FCC Applications), and such actions shall not be deemed a violation of this obligation; provided, further, that such actions are not materially adverse to the Buyer’s other rights under this Agreement. The Seller Parties, on the one hand, and the Buyer, on the other hand, shall bear the cost of FCC filing fees relating to the FCC Applications equally. The Buyer and the Seller Parties shall (and, in the case of the Seller Parties, shall use their reasonable best efforts to cause LIN or its Affiliates to) oppose any petitions to deny or other objections filed with respect to the FCC Applications to the extent such petition or objection relates to any such party. Neither Seller Parties nor Buyer shall, and each shall cause its Affiliates not to (and, in the case of the Seller Parties, shall use their reasonable best efforts to cause LIN or its Affiliates not to), take any intentional action that would, or intentionally fail to take such action the failure of which to take would, reasonably be expected to have the effect of preventing or materially delaying the receipt of the FCC Consent; provided, however, that the parties hereto acknowledge and agree that the Seller Parties, LIN and their respective Affiliates may take various actions related to obtaining necessary approvals for the Mergers and to consummate the Mergers, including amending the FCC Applications (which may affect the timing of FCC action with respect to the FCC Applications), and such actions shall not be deemed a violation of this obligation; provided, further, that such actions are not materially adverse to the Buyer’s other rights under this Agreement. The Seller Parties and Buyer will (and, in the case of the Seller Parties, shall use their reasonable best efforts to cause LIN or its Affiliates to) cooperate to amend the FCC Applications as may be necessary or required to reflect the consummation of the Mergers or to otherwise obtain the timely grant of the FCC Consent. To the extent reasonably necessary for the purpose of obtaining the FCC Consent in an expeditious manner, the Buyer shall enter, or cause its Affiliates to enter, into a customary assignment, assumption, tolling, or other similar arrangement with the FCC to resolve any complaints with the FCC relating to the Station.

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(b)     As promptly as practicable after a mutual, good faith determination of the parties that a filing under the HSR Act is necessary, but in any event no later than ten (10) Business Days thereafter, to the extent required by applicable Laws, the Seller Parties and the Buyer shall (and, in the case of the Seller Parties, shall use their reasonable best efforts to cause LIN or its Affiliates to) file, and shall cause their respective Affiliates to file (if necessary), with the FTC and the Antitrust Division of the DOJ any notifications and other information required to be filed with such commission or department under the HSR Act, or any rules and regulations promulgated thereunder, with respect to the transactions contemplated by this Agreement, and shall request early termination of the waiting period thereunder. Each of the Seller Parties and the Buyer shall file, and shall cause their respective Affiliates to file, as promptly as practicable such additional information as may be requested to be filed by such commission or department. The Seller Parties and the Buyer shall bear the cost of any filing fees payable under the HSR Act in connection with the notifications and information described in this Section 5.3(b) equally; provided, however, that the Seller Parties or the Buyer shall bear the full cost of any additional filing as a result of having multiple ultimate parent entities.

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(c)     The Seller Parties and the Buyer shall (and, in the case of the Seller Parties, shall use their reasonable best efforts to cause LIN or its Affiliates to), use their respective reasonable best efforts to consummate and make effective the transactions contemplated hereby and to cause the conditions set forth in Article VII and Article VIII to be satisfied as promptly as reasonably practicable after the date hereof, including (i) the obtaining of all necessary approvals under any applicable communications or broadcast Laws required in connection with this Agreement, (ii) the obtaining of all necessary actions or nonactions, consents and approvals from Governmental Bodies or other persons necessary in connection with the consummation of the transactions contemplated by this Agreement and the making of all necessary registrations and filings (including filings with Governmental Bodies if necessary) and the taking of all reasonable steps as may be necessary to obtain an approval from, or to avoid an action or proceeding by, any Governmental Body or other persons necessary in connection with the consummation of the transactions contemplated by this Agreement; provided that the foregoing shall not require the Buyer to make any divestiture, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Body vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to fully carry out the purposes of this Agreement; provided, however, that the parties hereto acknowledge and agree that Seller Parties, LIN and their respective Affiliates may take various actions related to obtaining necessary approvals for the Mergers and to consummate the Mergers, including amending the FCC Applications (which may affect the matters referred to in clauses (ii), (iii) and (iv) above), and such actions shall not be deemed a violation of this obligation; provided, further, that such actions are not materially adverse to the Buyer’s other rights under this Agreement. Except as provided in the previous sentence, the Seller Parties and the Buyer agree not to, and shall cause their Affiliates not to (and, in the case of the Seller Parties, shall use their reasonable best efforts to cause LIN or its Affiliates not to), take any action that would reasonably be expected to materially delay, materially impede or prevent receipt of the Governmental Consents.

(d)     In furtherance of and without limiting the generality of the foregoing, the Buyer shall, and shall cause its Affiliates to, use their respective reasonable best efforts to (x) obtain DOJ Consent and approval of the transactions by the DOJ or the FTC as required under the HSR Act (if necessary) or the DOJ Final Judgment, if applicable, and (y) avoid or eliminate each and every impediment and obtain all consents under any Antitrust, competition or communications or broadcast Laws, including DOJ Consent, that may be required by any U.S. federal, state or local antitrust or competition Governmental Body, or by the FCC or similar Governmental Body, in each case with competent jurisdiction or by the DOJ Final Judgment, if applicable, so as to enable the parties to close the transactions contemplated by this Agreement as promptly as practicable, including avoiding the entry of, or effecting the dissolution of or vacating or lifting, any decree, Order or judgment, that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by this Agreement; provided that none of the foregoing shall obligate the Buyer to make any sale, divestiture, disposition or license of any assets, properties, rights, services or businesses or to commit to take actions that would limit Buyer’s or its Affiliates’ freedom of action with respect to, or its ability to retain, one or more of the assets, properties, businesses or services of Buyer or its Affiliates. Further, and for the avoidance of doubt, but subject to the foregoing proviso, the Buyer shall, and shall cause its Affiliates to, use reasonable best efforts to ensure that (x) no requirement for any non-action, consent or approval of the FTC, the DOJ, any authority enforcing applicable Antitrust, competition, communications or broadcast Laws, any state attorney general or other Governmental Body, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) no other matter relating to any Antitrust or competition Laws or any communications or broadcast Laws, would preclude consummation of the transactions contemplated by this Agreement by the Termination Date.

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(e)     In connection with any applications filed with the FCC for renewal of the Seller FCC Authorizations (the “Renewal Applications”), if applicable, in order to avoid disruption or delay in the processing of the FCC Applications, the Buyer shall, and shall cause its Affiliates to, agree (i) as part of the FCC Applications, to request that the FCC apply its policy of permitting the assignment of FCC licenses in transactions involving multiple stations to proceed, notwithstanding the pendency of any application for the renewal of any such FCC license, and (ii) to make such representations and undertakings as are necessary or appropriate to invoke such policy, including undertakings to assume, as between the parties and the FCC, the position of the applicant before the FCC with respect to any pending Renewal Application and to assume the corresponding regulatory risks relating to any such Renewal Application. To the extent reasonably necessary to obtain the grant of the FCC Consent with respect to the Station, the Seller Parties or their respective Affiliates shall, and shall use their reasonable best efforts to cause LIN and its Affiliates to, enter into a tolling, assignment, escrow, or similar agreements with the FCC, upon customary terms and conditions for such agreements, to extend the statute of limitations for the FCC to determine or impose a forfeiture penalty against any such Station in connection with (i) any pending complaints that the Station aired programming that contained obscene, indecent or profane material or (ii) any other enforcement matters against any such Station with respect to which the FCC may permit the Seller Parties or their respective Affiliates to enter into a tolling, assignment, escrow, or similar agreement. It is expressly understood and acknowledged that, in connection with the Mergers, the Seller Parties or their Affiliates may enter into agreements with the FCC or DOJ which may contain restrictions applicable to the business of the Seller Parties after the Closing, including commitments by the Seller Parties or their Affiliates not to enter into sharing agreements (except the Transition Services Agreement) with the Buyer or any of its Affiliates, and nothing in this Agreement shall restrict the ability of the Seller Parties to take any such actions.

(f)     The Seller Parties shall, and shall cause their respective Affiliates to use their reasonable best efforts (and, in the case of the Seller Parties, shall use their reasonable best efforts to cause LIN or its Affiliates) to obtain all consents and amendments from the parties to the Assumed Contracts which are required by the terms thereof or this Agreement for the consummation of the transactions contemplated by this Agreement; provided, however, that neither the Seller Parties, the Buyer nor any of their Affiliates shall have any obligation to offer or pay any consideration in order to obtain any such consents or amendments, including, with respect to the Seller Parties and their Affiliates, any obligation to amend, modify or otherwise alter the terms of any contract or agreement with any such party that is not included in the Purchased Assets or, insofar as any Multi-Station Contract relates to Other Seller Stations (as such terms are defined in Section 5.6), the terms thereof relating to Other Seller Stations; and provided, further, that the parties acknowledge and agree that such third party consents are not conditions to Closing, except for the certain third party consents set forth on Schedule 5.3(f) (the “Required Consents”). Notwithstanding the foregoing, without the prior written consent of the Buyer, with respect to any Station Agreement, the Seller Parties shall not accept and shall not permit their Affiliates to accept (and shall use their reasonable best efforts to cause LIN and its Affiliates not to accept) (i) any consent that, as a condition thereto, requires the amendment, modification or other alteration of the applicable Station Agreement or (ii) subject to Section 5.6, any amendment, modification or other alteration of any such Station Agreement, other than, in the case of clauses (i) and (ii) above, (A) with respect to any Station Agreement set for on Schedule 3.14(c) (with respect to cash programming agreements), Schedule 3.14(d) or Schedule 3.14(g), any immaterial amendment, modification or other alteration that will not adversely impact Buyer’s rights or obligations under such Station Agreement after the Closing or, with the Buyer’s consent (not to be unreasonably withheld, delayed or conditioned), any other amendment, modification or other alteration that will not have a materially adverse impact on Buyer’s rights or obligations under such Station Agreement after the Closing, and (B) with respect to any other Station Agreement, any amendment, modification or other alteration that will not have a materially adverse impact on Buyer’s rights or obligations under such Station Agreement after the Closing.

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Section 5.4.     Operations of the Station Prior to the Closing Date.

(a)     Prior to the Closing Date, except as approved by the Buyer (which approval shall not be unreasonably withheld, delayed or conditioned), the Seller Parties shall (x) prior to the Merger Closing Date, use their reasonable best efforts to cause LIN and its Affiliates to (including by enforcing the Seller Parties’ rights under the Merger Agreement to), and (y) following the Merger Closing Date shall, and shall cause their Affiliates to, operate and carry on the Business in all material respects in the ordinary course of the Business consistent with past practice, including to (i) continue to promote and conduct advertising on behalf of the Station at levels in the ordinary course of business consistent with past practice, (ii) keep and maintain the Purchased Assets in good operating condition and repair (wear and tear in ordinary usage excepted), (iii) maintain the business organization of the Station intact, (iv) preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business, and (v) timely make valid retransmission consent elections and not make any must carry election (by default or otherwise) for the Station with all material MVPDs. The parties agree to cooperate in their efforts to ensure that the list of MVPDs receiving retransmission consent elections from the Station is complete.

(b)     Notwithstanding Section 5.4(a) and subject to Section 6.3 regarding control of the Station, except (w) as expressly contemplated by this Agreement, (x) as set forth in Schedule 5.4(b), (y) as required by applicable Laws or by any Governmental Body of competent jurisdiction, or (z) with the prior written consent of the Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), the Seller Parties (I) prior to the Merger Closing Date, shall use their reasonable best efforts to cause LIN and its Affiliates not to (including by enforcing the Seller Parties’ rights under the Merger Agreement), and (II) following the Merger Closing Date, shall not, and shall cause each of their respective Affiliates not to, in respect of the Station:

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(i)     make any material change in the Business or the operations of the Station, other than as set forth in the Merger Agreement;

(ii)      enter into any contract, agreement, lease or commitment that would be a Station Agreement if in effect on the date hereof and that would be binding on the Buyer after the Closing Date, or renew, terminate, waive any material right under or amend, modify or otherwise alter in any material respect any Station Agreement, in each case (other than with respect to any contract, agreement, lease or commitment that is or would be a Station Agreement of the nature described in Section 3.14(c) (with respect to cash programming agreements), Section 3.14(d) or Section 3.14(g)), other than in the ordinary course of the Business and consistent with past practice;

(iii)     other than those capital expenditures listed in Schedule 5.4(b)(ii), make or authorize any new capital expenditures in excess of $500,000 in the aggregate, other than in the ordinary course of Business and consistent with past practice or emergency repairs necessary for the continued operation of the Business following consultation with the Buyer;

(iv)     sell, lease (as lessor), transfer or otherwise dispose of or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of the material assets or properties relating to the Purchased Assets, other than the sale, lease (as lessor), transfer or other disposal of property in the ordinary course of the Business consistent with past practice or pursuant to contracts or commitments existing as of the date hereof, and other than Permitted Encumbrances;

(v)     adopt, or institute any increase in, any profit sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other Employee Plan with respect to any Employees, except pursuant to the terms of existing agreements or arrangements or as required by Law;

(vi)     hire, terminate or materially alter the terms and conditions of employment of any Person that would be an Employee who earns base compensation at an annual rate exceeding $150,000, except in the ordinary course of business or pursuant to the terms of existing agreements or arrangements or to replace any Employees who has retired or resigned or who has been terminated by Seller Parties following a good faith determination of cause, on terms substantially comparable to those of such replaced or resigned or terminated Employee;

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(vii)     (A) make or change any material Tax election with respect to the Purchased Assets, except in the ordinary course of the Business and on a basis consistent with past practice, (B) change the tax classifications of the Purchased Assets, for any taxable period to the extent such change would reasonably be expected to materially and adversely affect Buyer after the Closing, (C) settle or compromise any material Tax liability with respect to the Business or the Purchased Assets, (D) consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes relating to the Business or the Purchased Assets or (E) file any material Tax Return with respect to the Business or the Purchased Assets, to the extent any such Tax Return would reasonably be expected to adversely impact the liability of Buyer for Taxes for any taxable period (or portion thereof) beginning after the Closing Date, except in the ordinary course of the Business and on a basis consistent with past practice;

(viii)     fail to maintain in full force and effect in accordance with their respective terms and conditions, any of the material Seller FCC Authorizations, or to not take or fail to take any action that could reasonably be expected to cause the FCC or any other Governmental Authority to institute proceedings for the suspension, revocation or adverse modification of any of the material Seller FCC Authorizations in any material respect;

(ix)     fail to maintain, in all material respects, their qualifications to hold the Seller FCC Authorizations or fail to conduct the Business in material compliance with the Communications Act;

(x)     other than in the ordinary course of the Business consistent with past practice, enter into any new, or materially modify the terms of any existing, Employment Agreement with any Employee;

(i)     terminate or cancel any insurance coverage maintained for the Station without replacing such coverage with a comparable amount of insurance coverage, other than in the ordinary course of the Business consistent with past practice;

(xi)     change the cash compensation of the Employees, other than changes made in accordance with normal compensation practices and consistent with past compensation practices, which in any event will not exceed five percent (5%) in the aggregate; or

(xii)     agree or commit to do any of the foregoing.

Section 5.5.     Public Announcement. None of the Seller Parties, the Buyer or any of their Affiliates shall (and the Seller Parties shall use their reasonable best efforts to cause LIN and its Affiliates not to), without the approval of the other, make any press release or other public announcement concerning the transactions contemplated by this Agreement, except as and to the extent that any such party shall be so obligated by Laws or by the rules, regulations or policies of any national securities exchange or association, in which case, to the extent reasonably practicable, the other party shall be advised and the parties shall use commercially reasonable efforts to cause a mutually agreeable release or announcement to be issued.

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Section 5.6.     Multi-Station Contracts. Schedule 5.6 contains a list as of the date hereof of contracts and agreements which are included in the Purchased Assets and to which one or more television stations of any of the Seller Parties, LIN or any of their respective Affiliates (an “Other Seller Station”) is party to, or has rights or obligations thereunder (any such contract or agreement, a “Multi-Station Contract”). The rights and obligations under the Multi-Station Contracts that are assigned to and assumed by Buyer (and included in the Purchased Assets and Assumed Liabilities, as the case may be) shall include only those rights and obligations under such Multi-Station Contracts that are applicable to the Station. The rights of each Other Seller Station with respect to such contract or agreement and the obligations of each Other Seller Station to such contract or agreement shall not be assigned to and assumed by Buyer (and shall be Excluded Assets and Excluded Liabilities, as applicable). For purposes of determining the scope of the rights and obligations of the Multi-Station Contracts, the rights and obligations under each Multi-Station Contract shall be equitably allocated among (1) the Station, on the one hand, and (2) the Other Seller Stations, on the other hand, in accordance with the following equitable allocation principles:

(a)     any allocation set forth in the Multi-Station Contract shall control;

(b)     if there is no allocation in the Multi-Station Contract as described in clause (a) hereof, then any reasonable allocation previously made by the Seller Parties or their Affiliates in the ordinary course of business shall control;

(c)     if there is no reasonable allocation as described in clause (b) hereof, then the quantifiable proportionate benefits and obligations to be received and performed, as the case may be, by the Seller Parties and Buyer and their respective Affiliates after the Effective Time (to be determined by mutual good faith agreement of the Seller Parties and Buyer) shall control; and

(d)     if there are no quantifiable proportionate benefits and obligations as described in clause (c) hereof, then reasonable accommodation (to be determined by mutual good faith agreement of the Seller Parties and Buyer) shall control.

Subject to any applicable third-party consents, such allocation and assignment with respect to any Multi-Station Contract shall be effectuated, at the election of the Seller Parties (in consultation with the Buyer), by termination of such Multi-Station Contract in its entirety with respect to the Station and the execution of new contracts with respect to the Station or by an assignment to and assumption by Buyer of the related rights and obligations under such Multi-Station Contract. The parties shall use commercially reasonable efforts to obtain any such new contracts or assignments to, and assumptions by, Buyer in accordance with this Section 5.6; provided, that, completion of documentation of any such allocation under this Section 5.6 is not a condition to Closing.

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Section 5.7.     Interim Reports.

(a)     Within forty-five (45) days after the end of each calendar month, beginning with July 2014, through the Closing, the Seller Parties shall (or shall use their reasonable best efforts to cause LIN to) provide to Buyer the unaudited balance sheet of the Business as of the end of such month and the related unaudited statement of income for such month ended.

(b)     The Seller Parties shall (or shall use their reasonable best efforts to cause LIN to) (i) prepare monthly and quarterly sales pacing reports in the form and at the time consistent with past practice and provide to Buyer copies of such reports within three (3) Business Days thereafter, and (ii) provide the Buyer quarterly and annual third party market revenue reports within ten (10) Business Days of receipt by the Seller Parties, LIN or their respective Affiliates.

Section 5.8.     Additional Seller Party. Prior to the Closing, and in any event within three (3) Business Days following the consummation of the Mergers, the Seller Parties shall assign all of their rights, title and interest in and to, and delegate all of their obligations under, this Agreement to LIN TV, and New Media General shall cause LIN TV to accept such assignment and delegation, assume all of the Seller Parties’ obligations hereunder and agree to pay, perform and discharge, as and when due, all of the Seller Parties’ obligations hereunder as if it is one of the original Seller Parties hereto (upon which LIN TV shall be deemed a “Seller Party” for all purposes of this Agreement), provided however that this assignment and delegation shall not relieve the other Seller Parties of any of their obligations or liabilities hereunder.

Section 5.9.     Tower Lease. Within thirty (30) days after the date of this Agreement, the Seller Parties shall use their reasonable best efforts to cause LIN to enter into an amendment to the Tower Lease Agreement dated as of August 7, 2014 between LIN TV (d/b/a WALA-TV) and LIN TV (d/b/a WFNA-TV) (the “Tower Lease”), in form and substance reasonably satisfactory to the Buyer, including that: (a) the amendment would become effective as of the Closing; (b) the initial term of the Tower Lease will expire on the second (2nd) anniversary of the Closing Date; (c) during such initial term, (i) no rent will be payable, (ii) LIN TV, as lessee, may terminate the Tower Lease upon thirty (30) days prior written notice, (iii) the Buyer, as lessor, will be responsible for tower maintenance costs and (iv) LIN TV, as lessee, will be responsible for electrical costs and its allocable portion of tower, transmitter and antenna tax and other costs; and (d) prior to the end of such initial term, at LIN TV’s request, the Buyer and LIN TV will use their commercially reasonable and good faith efforts to extend the Tower Lease on customary, arm’s-length terms and conditions for a lease of the nature of the Tower Lease, including (i) with respect to rent and (ii) that LIN TV will be responsible for its allocable portion of tower (including maintenance), transmitter and antenna tax and other costs; provided that, at the end of such initial term, the Tower Lease shall be automatically extended for a period of at least three (3) years and the rent during such additional three (3) year term shall be $10,000 per month.

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ARTICLE VI

ADDITIONAL AGREEMENTS

Section 6.1.     Taxes.

(a)     The Seller Parties shall prepare and timely file all Tax Returns with respect to the Business and the Purchased Assets for taxable periods ending on or prior to the Closing Date, and shall pay all Taxes reflected on such Tax Returns. The Buyer shall prepare and timely file all Tax Returns with respect to the Business and the Purchased Assets for taxable periods beginning after the Closing Date, and for all periods beginning on or before and ending after the Closing Date (each such period, a “Straddle Period”) and shall pay all Taxes reflected on such Tax Returns. Notwithstanding this Section 6.1(a), liability for all real property taxes, personal property taxes and similar ad valorem obligations levied with respect to the Business or any of the Purchased Assets for any Straddle Period shall be apportioned between the Seller Parties, on the one hand, and the Buyer, on the other hand, based on the number of days of such Tax period up to and including the Closing Date and the number of days of such Tax period after the Closing Date, and the Seller Parties shall be liable for the proportionate amount of such Taxes that is attributable to the portion of the Tax period up to and including the Closing Date, and the Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the portion of the Tax period beginning after the Closing Date.

(b)     Any Transfer Taxes shall be borne fifty percent (50%) by the Buyer and fifty percent (50%) by the Seller Parties. The Seller Parties and the Buyer shall reasonably cooperate in the preparation, execution and filing of all Tax Returns, questionnaires, applications or other documents regarding any such Transfer Taxes.

(c)     The Seller Parties or the Buyer, as the case may be, shall provide reimbursement for any Tax paid by the other party all or a portion of which is the responsibility of the Seller Parties or the Buyer, as the case may be, in accordance with the terms of this Section 6.1. Within a reasonable time prior to the payment of any such Tax, the party paying such Tax shall give notice to the other party of the Tax payable and the portion which is the liability of each party, although failure to do so will not relieve the other party from its liability hereunder. The Buyer shall promptly notify the Seller Parties in writing upon receipt by the Buyer or any of its Affiliates of notice of any pending or threatened Tax audits, examinations or assessments which may affect the Tax liabilities for which the Seller Parties would be liable pursuant to this Section 6.1. The Seller Parties shall have the sole right to control any Tax audit or administrative or court proceeding relating solely to taxable periods ending on or before the Closing Date, and to employ counsel of their choice at their expense, provided however, that Buyer shall have the sole right to control any Tax audit or administrative or court proceeding relating to any Straddle Period, and further provided, that the Seller Parties shall be entitled to, at the sole expense of the Seller Parties, participate in any Tax audit or administrative or court proceeding relating in whole or in part to Taxes attributable to the portion of such Straddle Period ending on the Closing Date. The Buyer may not, and shall cause its Affiliates not to, settle any Tax claim for any taxable period ending on or prior to the Closing Date (or for the portion of any Straddle Period ending on the Closing Date) without the prior written consent of the Seller Parties, which consent may not be unreasonably withheld, conditioned or delayed.

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(d)     Each of the Seller Parties and the Buyer shall have the right to assign its respective rights under this Agreement (but without release of its respective obligations herein and without release of the other party’s obligations herein) to a third party who may act as a “qualified intermediary” or an “exchange accommodation titleholder” with respect to this Agreement in accordance with the provisions of Section 1031 of the Code, the Treasury Regulations promulgated thereunder, and any corresponding state or local income Tax Laws (such assignment and related transactions, a “Like-Kind Exchange”). If either party elects to engage in a Like-Kind Exchange, the party so electing (the “Electing Party”) shall notify the other party of its election in writing no later than five (5) Business Days prior to the Closing. The Electing Party shall bear its own expenses in connection with any such election to engage in a Like-Kind Exchange. Each of the Seller Parties and the Buyer, as the case may be, shall cooperate fully with the Electing Party, and take any action reasonably requested by the Electing Party, in connection with enabling the transactions to qualify in whole or in part as a Like-Kind Exchange; provided, however, that such actions do not impose any liabilities, including any unreimbursed monetary obligations or costs, on the Seller Parties or the Buyer, as the case may be, and that the Electing Party shall promptly reimburse the other party for any costs reasonably incurred in connection with such election, including as the result of any subsequent review of such election by any Governmental Body or any attendant tax consequences.

Section 6.2.     Employees; Employee Benefit Plans.

(a)     Employment. As of or before the Closing, the Buyer shall offer employment to each Employee who (i) is not then on authorized leave of absence, sick leave, short or long term disability leave, military leave or layoff with recall rights (“Active Employees”); or (ii) is then on authorized leave of absence, sick leave, short or long term disability leave, military leave or layoff with recall rights and who is expected to return to active employment immediately following such absence and within six (6) months of the Closing Date, or such later date as required under applicable Laws (“Inactive Employees”). For the purposes hereof, all Active Employees, or Inactive Employees who accept an offer of employment from the Buyer and commence employment on the applicable Employment Commencement Date are hereinafter referred to collectively as the “Transferred Employees,” and the “Employment Commencement Date” as referred to herein shall mean (x) as to those Transferred Employees who are Active Employees, the Closing Date, and (y) those Transferred Employees who are Inactive Employees, the date on which the Transferred Employee begins employment with the Buyer. The Buyer shall employ at-will those Transferred Employees who do not have employment agreements with any of the Seller Parties initially at a monetary compensation (consisting of base salary, and, as applicable, commission rate and normal bonus opportunity) substantially the same as those provided by the applicable Seller Party immediately prior to the Employment Commencement Date. The initial terms and conditions of employment for those Transferred Employees who have Employment Agreements with the Seller Parties shall be as set forth in such Employment Agreements, which shall, to the extent permitted under the applicable agreements, be assigned to Buyer and assumed by Buyer. The Seller Parties and their Affiliates shall, and shall use their reasonable best efforts to cause LIN and its Affiliates to, provide Buyer with such information relating to each Transferred Employee as Buyer may reasonably request in connection with its employment of such persons. The preceding sentences shall not limit the Buyer’s right to modify the monetary compensation of any Transferred Employee at any time after the Employment Commencement Date. The Buyer agrees that it or one of its Affiliates shall, for at least one (1) year after the Closing Date, provide each Transferred Employee who remains employed with the Buyer or any of its Affiliates with employee benefits that are no less favorable, in the aggregate, in material respects to the employee benefits provided to similarly situated employees of the Buyer and its Affiliates. The Buyer agrees that it and its Affiliates shall provide severance benefits to the Transferred Employees on terms that are at least as favorable as those provided to similarly situated employees of the Buyer and its Affiliates.

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(b)     Service Credit. From and after the Closing Date, for purposes of determining eligibility to participate, vesting and benefit accrual (other than benefit accrual under a defined benefit pension plan) under any plan maintained by the Buyer or its Affiliates in which Transferred Employees are eligible to participate, the Buyer shall, and shall cause its Affiliates to, recognize or cause to be recognized each Transferred Employee’s service with the Seller Parties or any of their Affiliates, and with any predecessor employer, to the same extent recognized by the Seller Parties, as service with the Buyer or any of its Affiliates to the same extent such service was recognized immediately prior to the Effective Time under a comparable benefit plan in which such Transferred Employee was eligible to participate immediately prior to the Closing, except that such service need not be recognized to the extent such recognition would result in the duplication of benefits for the same period of service.

(c)     401(k) Plan. The Buyer shall cause a tax-qualified defined contribution plan established or designated by the Buyer or any of its Affiliates (“Buyer’s 401(k) Plan”) to accept rollover contributions from the Transferred Employees of any account balances distributed to them by the existing tax-qualified defined contribution plan established or designated by the Seller Parties or any of their Affiliates (“Seller’s 401(k) Plan”); provided, however, that the Buyer shall not be required to amend or otherwise cause or permit the Buyer’s 401(k) Plan to accept rollovers of Roth 401(k) accounts or outstanding loans in respect of 401(k) accounts. The distribution and rollover described herein shall comply with applicable Laws, and the Buyer and the Seller Parties shall, and shall cause their respective Affiliates to, make all filings and take any actions required of each such Person by applicable Laws in connection therewith. The Buyer shall cause Buyer’s 401(k) Plan to credit Transferred Employees with service credit for eligibility and vesting purposes for service recognized for the equivalent purposes under Seller’s 401(k) Plan.

(d)     Welfare Plans. The Seller Parties shall retain responsibility for and continue to pay all medical, life insurance, disability and other welfare plan expenses and benefits for each Transferred Employee with respect to claims incurred under the terms of the Employee Plans by such Employees or their covered dependents prior to the Employment Commencement Date. Expenses and benefits with respect to claims incurred by Transferred Employees or their covered dependents on or after the Employment Commencement Date under the Buyer’s health and welfare benefit plans shall be the responsibility of the Buyer and its Affiliates. With respect to any welfare benefit plans maintained by the Buyer or any of its Affiliates for the benefit of Transferred Employees on and after the Employment Commencement Date, to the extent permitted by Laws, the Buyer shall use commercially reasonable efforts to or shall cause its Affiliates to use commercially reasonable efforts to (a) cause there to be waived any eligibility requirements or pre-existing condition limitations to the same extent waived generally by the Buyer and its Affiliates with respect to their employees and (b) give effect, in determining any deductible and maximum out-of-pocket limitations, amounts paid by such Transferred Employees with respect to similar plans maintained by the Seller Parties or their Affiliates.

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(e)     Vacation. The Buyer shall assume as of Closing all liabilities for unpaid, accrued vacation of each Transferred Employee as of the Employment Commencement Date, giving service credit under the vacation policy of the Buyer for service with the Seller Parties, and shall permit Transferred Employees to use their vacation entitlement accrued as of Closing in accordance with the policy of the Seller Parties as of Closing for carrying over unused vacation, in each case, to the extent a corresponding amount (including related employer-level payroll taxes) is included in Current Liabilities. Notwithstanding any provision in this Agreement to the contrary, no Transferred Employee shall be entitled to receive duplicate credit for the same period of service.

(f)     Sick Leave. The Buyer shall grant credit to Transferred Employees for all unused sick leave accrued by Transferred Employees on the basis of their service during the current calendar year as employees of the Seller Parties and their Affiliates, in each case, to the extent a corresponding amount (including related employer-level payroll taxes) is included in Current Liabilities.

(g)     Flexible Spending Accounts. Effective as of Closing, the Buyer shall establish flexible spending accounts for medical and dependent care expenses for Transferred Employees covered by that type of account as of immediately prior to the Closing. The Buyer shall credit such accounts with the amount (positive or negative) credited as of the Closing Date under comparable accounts maintained under Employee Plans for such employees. The existing flexible spending account elections for such employees as of the Closing Date shall apply under the Buyer’s post-Closing flexible spending account plan year in which the Closing Date occurs. As soon as practicable after the Closing Date, (i) for each covered employee, the Seller Parties shall pay to the Buyer in cash the amount, if any, by which the contributions made by the covered employee to the Seller Parties’ flexible spending accounts exceed the benefits provided to such employee as of the Closing Date, or (ii) for each covered employee, the Buyer shall pay to the Seller Parties in cash the amount, if any, by which the benefits provided to such employee under the Seller Parties’ flexible spending accounts exceed the contributions made by such covered employee as of the Closing Date.

(h)     Payroll Matters.

(i)     The Seller Parties and the Buyer shall follow the “standard procedures” for preparing and filing Internal Revenue Service Forms W-2 (Wage and Tax Statements), as described in Revenue Procedure 2004-53 for Transferred Employees. Under this procedure, (i) the Seller Parties shall provide all required Forms W-2 to (x) all Transferred Employees reflecting wages paid and taxes withheld by the Seller Parties prior to the Employment Commencement Date, and (y) all other employees and former employees of the Seller Parties who are not Transferred Employees reflecting all wages paid and taxes withheld by the Seller Parties, and (ii) the Buyer (or one of its Affiliates) shall provide all required Forms W-2 to all Transferred Employees reflecting all wages paid and taxes withheld by the Buyer (or one of its Affiliates) on and after the Employment Commencement Date.

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(ii)     The Seller Parties and the Buyer shall adopt the “alternative procedure” of Revenue Procedure 2004-53 for purposes of filing Internal Revenue Service Forms W-4 (Employee’s Withholding Allowance Certificate) and W-5 (Earned Income Credit Advance Payment Certificate). Under this procedure, the Seller Parties shall provide to the Buyer all Internal Revenue Service Forms W-4 and W-5 on file with respect to each Transferred Employee and any written notices received from the Internal Revenue Service under Reg. § 31.3402(f)(2)-1(g)(5) of the Code, and the Buyer will honor these forms until such time, if any, that such Transferred Employee submits a revised form.

(iii)     With respect to garnishments, tax levies, child support orders, and wage assignments in effect with the Seller Parties on the Employment Commencement Date for Transferred Employees and with respect to which the Seller Parties have notified the Buyer in writing, the Buyer shall, and shall cause its Affiliates to, honor such payroll deduction authorizations with respect to Transferred Employees and shall, or shall cause its Affiliates to, continue to make payroll deductions and payments to the authorized payee, as specified by a court or order which was filed with the Seller Parties on or before the Employment Commencement Date, to the extent such payroll deductions and payments are in compliance with applicable Laws, and the Seller Parties will continue to make such payroll deductions and payments to authorized payees as required by Laws with respect to all other employees of the Business who are not Transferred Employees. The Seller Parties shall, as soon as practicable after the Employment Commencement Date, provide the Buyer with such information in the possession of the Seller Parties as may be reasonably requested by the Buyer and necessary for the Buyer or its Affiliates to make the payroll deductions and payments to the authorized payee as required by this Section 6.2(i).

(i)     WARN Act. The Seller Parties and their Affiliates shall, or shall use their reasonable best efforts to cause LIN and its Affiliates to, provide all notices necessary to comply with the Worker Adjustment and Retraining Act of 1988, as amended, or any similar state or local Laws (collectively, the “WARN Act”) in connection with the transactions contemplated by this Agreement or otherwise with respect to the period prior to the Closing Date. Buyer otherwise shall be responsible for liabilities and obligations under the WARN Act with respect to a layoff or plant closing that occurs after the Closing Date and which results from the acts or omissions of Buyer or its Affiliates in connection with their employment of the Transferred Employees.

(j)     Without limiting the generality of Section 11.6, nothing in this Section 6.2, express or implied, is intended to confer on any Person (including any Transferred Employees and any current or former employees of the Seller Parties or any of their Affiliates) other than the parties hereto and their respective successors and assigns, any rights, benefits, remedies, obligations or liabilities under or by reason of this Section 6.2. Accordingly, notwithstanding anything to the contrary in this Section 6.2, the parties expressly acknowledge and agree that this Agreement is not intended to create a contract between the Buyer, the Seller Parties or any of their respective Affiliates, on the one hand, and any employee of the Seller Parties on the other hand, and no employee of the Seller Parties or any of their Affiliates may rely on this Agreement as the basis for any breach of contract claim against the Buyer, the Seller Parties or any of their respective Affiliates.

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Section 6.3.     Control of Operations Prior to Closing Date. Notwithstanding anything contained herein to the contrary, the sale of the Purchased Assets contemplated hereby shall not be consummated prior to the grant by the FCC of the FCC Consent. The Seller Parties and the Buyer acknowledge and agree that at all times commencing on the date hereof and ending on the Closing Date, (x) nothing in this Agreement, including Section 5.4, shall be construed to give the Buyer any right to, control, direct or otherwise supervise, or attempt to control, direct or otherwise supervise, any of the management or operations of any Station and (y) the Seller Parties and/or LIN shall have complete control and supervision of the programming, operations, policies and all other matters relating to the Station.

Section 6.4.     Bulk Transfer Laws. The Buyer hereby waives compliance by the Seller Parties, LIN or their respective Affiliates with the provisions of any so-called bulk sales or bulk transfer law of any jurisdiction in connection with the sale of the Purchased Assets to the Buyer hereunder.

Section 6.5.     Use of Names. The Seller Parties and LIN are not conveying ownership rights or granting the Buyer a license to use any of the Retained Names and Marks and, after the Closing, the Buyer shall not and shall not permit any of its Affiliates to use in any manner the Retained Names and Marks (except for a reasonable transition period not to exceed 45 days after the Closing, during which the Buyer will cause the Business to cease using any such Retained Names and Marks as promptly as reasonably practicable). In the event the Buyer violates any of its obligations under this Section 6.5, the Seller Parties may proceed against the Buyer in law or in equity for such damages or other relief as a court may deem appropriate. The Buyer acknowledges that a violation of this Section 6.5 may cause the Seller Parties irreparable harm, which may not be adequately compensated for by money damages. The Buyer therefore agrees that in the event of any actual or threatened violation of this Section 6.5, any of such parties shall be entitled, in addition to other remedies that they may have, to a temporary restraining order and to preliminary and final injunctive relief against the Buyer or any such Affiliate of the Buyer to prevent any violations of this Section 6.5, without the necessity of posting a bond.

ARTICLE VII

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLER PARTIES

The obligations of the Seller Parties under this Agreement to consummate the sale of the Purchased Assets contemplated hereby shall be subject to the satisfaction, fulfillment or, where legally possible, waiver, on or prior to the Closing Date, of the following conditions:

Section 7.1.     No Breach of Covenants and Warranties. (a) The Buyer shall have performed and complied in all material respects with its covenants and agreements contained herein required to be performed or complied with by it as of or prior to the Closing; (b) each of the Buyer’s Fundamental Representations shall be true and correct in all material respects on the date hereof and on the Closing Date as though made on the Closing Date (except to the extent that they expressly speak as of a specific date or time, in which case they need only have been true and correct as of such specified date or time); and (c) each of the other representations and warranties of the Buyer contained in this Agreement shall be true and correct on the date hereof and on the Closing Date as though made on the Closing Date (except to the extent that they expressly speak as of a specific date or time, in which case they need only have been true and correct as of such specified date or time), except, in the case of this clause (c), where the failure of such representations and warranties to be true and correct (without giving effect to any qualifiers or exceptions relating to “materiality” set forth in such representations and warranties), individually or in the aggregate, has not had and would not be reasonably likely to have a material adverse effect on the ability of the Buyer to perform its obligations under this Agreement. In addition, the Buyer shall have delivered to the Seller Parties a certificate, dated as of the Closing Date, signed by an executive officer of the Buyer and certifying as to the satisfaction of the conditions specified in this Section 7.1.

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Section 7.2.     No Restraint. There shall not be in effect any preliminary or permanent injunction or other order, decree or ruling by a court of competent jurisdiction or other Governmental Body that restrains, enjoins or otherwise prohibits the consummation of the sale of the Purchased Assets contemplated hereby.

Section 7.3.     Certain Governmental Approvals.

(a)     The FCC Consent shall have been granted and shall be effective;

(b)     Any waiting period (and any extension thereof) applicable to consummation of the transactions contemplated by this Agreement under the HSR Act shall have expired or shall have been terminated, if necessary; and

(c)     Prior written approval by the DOJ of the terms of the transactions contemplated by this Agreement as prescribed in the DOJ Final Judgment and DOJ Consent shall have been obtained, if applicable.

Section 7.4.     Mergers. The Mergers shall have been consummated.

Section 7.5.     Deliveries. The Buyer shall have made, or stands ready at the Closing to make, the deliveries contemplated by Section 2.8(b) to the Seller Parties.

ARTICLE VIII

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER

The obligations of the Buyer under this Agreement to consummate the sale of the Purchased Assets contemplated hereby shall be subject to the satisfaction, fulfillment or, where legally possible, waiver on or prior to the Closing Date, of the following conditions:

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Section 8.1.     No Breach of Covenants and Warranties. (a) The Seller Parties shall have performed and complied with in all material respects their respective covenants and agreements contained herein required to be performed or complied with by them as of or prior to the Closing; (b) each of the Seller Parties’ Fundamental Representations (other than Section 3.11 and the second sentence of Section 3.9(a)) shall be true and correct in all material respects on the date hereof and on the Closing Date as though made on the Closing Date (except to the extent that they expressly speak as of a specific date or time, in which case they need only have been true and correct as of such specified date or time); and (c) each of the other representations and warranties of the Seller Parties contained in this Agreement, including Section 3.11 and the second sentence of Section 3.9(a), shall be true and correct on the date hereof and on the Closing Date as though made on the Closing Date (except to the extent that they expressly speak as of a specific date or time, in which case they need only have been true and correct as of such specified date or time), except, in the case of this clause (c), where the failure of such representations and warranties to be true and correct (without giving effect to any qualifiers or exceptions relating to “materiality” or “Material Adverse Effect” set forth in such representations and warranties), would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. In addition, the Seller Parties shall have delivered to the Buyer a certificate, dated as of the Closing Date, signed by an executive officer of the Seller Parties and certifying as to the satisfaction of the conditions specified in this Section 8.1.

Section 8.2.     No Restraint. There shall not be in effect any preliminary or permanent injunction or other order, decree or ruling by a court of competent jurisdiction or other Governmental Body that restrains, enjoins or otherwise prohibits the consummation of the sale of the Purchased Assets contemplated hereby.

Section 8.3.     Certain Governmental Approvals.

(a)     The FCC Consent shall have been granted and shall be effective;

(b)     Any waiting period (and any extension thereof) applicable to consummation of the transactions contemplated by this Agreement under the HSR Act shall have expired or shall have been terminated, if necessary; and

(c)     Prior written approval by the DOJ of the terms of the transactions contemplated by this Agreement as prescribed in the DOJ Final Judgment and DOJ Consent shall have been obtained, if applicable.

Section 8.4.     Mergers. The Mergers shall have been consummated.

Section 8.5.     Closing Deliveries. The Seller Parties shall have made, or stand ready at the Closing to make, the deliveries contemplated by Section 2.8(a) to the Buyer.

Section 8.6.     Consents. The Required Consents shall have been obtained and delivered to the Buyer.

Section 8.7.     Conduct of LIN and its Affiliates. From and after the date of this Agreement, LIN and its Affiliates shall have (i) operated and carried on the Business in all material respects in the ordinary course of the Business in accordance with Section 5.4(a), and (ii) complied in all material respects with the restrictions set forth in Section 5.4(b), subject to the exceptions set forth in clauses (w) – (z) of the introductory sentence of Section 5.4(b).

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ARTICLE IX

INDEMNIFICATION

Section 9.1.     Indemnification by the Seller Parties. From and after the Closing and subject to Section 11.1, the Seller Parties agree jointly and severally to indemnify and hold harmless each Buyer Group Member from and against, and to reimburse each Buyer Group Member with respect to, any and all Losses and Expenses imposed upon, or incurred or suffered by, such Buyer Group Member as a result of or arising out of:

(i)     any breach by any of the Seller Parties of, or any other failure of any of the Seller Parties to perform, any of their covenants, agreements or obligations pursuant to this Agreement;

(ii)     any inaccuracy of any representation or warranty of any of the Seller Parties contained in this Agreement or any certificate delivered by or on behalf of the Seller Parties pursuant hereto (in each case, for all purposes of this Article IX, disregarding any “material,” “Material Adverse Effect” or similar qualifiers therein, it being agreed that, except for Schedules 3.5, 3.6, 3.8(c), 3.15, 3.16, 3.17 and 3.19, the completeness of schedules referred to in any representation or warranty shall not be determined by disregarding such terms);

(iii)     the Excluded Liabilities, the Excluded Assets and, except for claims in respect of which the Buyer is obligated to indemnify the Seller Group Members pursuant to Section 9.2, the Seller Parties’, LIN’s and their respective Affiliates’ operation of the Business and/or the ownership and/or use of the Purchased Assets prior to the Closing Date; or

(iv)     the failure of LIN or any of its Affiliates to have (i) operated and carried on the Business in all material respects in the ordinary course of the Business in accordance with Section 5.4(a), and (ii) complied with the restrictions set forth in Section 5.4(b), subject to the exceptions set forth in clauses (w) – (z) of the introductory sentence of Section 5.4(b);

provided, however, that, except with respect to their Fundamental Representations (other than Section 3.11 and the second sentence of Section 3.9(a)) and the representations and warranties set forth in Section 3.6, the Seller Parties shall not be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 with respect to Losses and Expenses imposed upon, or incurred or suffered by, the Buyer Group Members until, and then only to the extent that, the aggregate amount of all such Losses and Expenses exceed one percent (1%) of the Purchase Price (the “Deductible”); and, provided, further, that the aggregate amount of Losses and Expenses that the Seller Parties shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 (except with respect to their Fundamental Representations and the representations and warranties set forth in Section 3.6) shall not exceed the Cap; and provided further, that the aggregate amount of Losses and Expenses that the Seller Parties shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 with respect to the representations and warranties set forth in Section 3.11 and the second sentence of Section 3.9(a) shall not exceed the Purchase Price. For purposes of this Agreement, the “Cap” means (a) from the Closing until the 6-month anniversary of the Closing Date, an amount equal to ten percent (10%) of the Purchase Price (the “Initial Cap”), and (b) on and from the 6-month anniversary of the Closing Date, the lesser of (x) the Initial Cap and (y) an amount equal to (I) 50% of the Initial Cap, plus (II) the amount of any claims by the Buyer Group Members for indemnification under this Agreement for which a Claim Notice has been given to the Seller Parties prior to the six-month anniversary of the Closing Date (it being understood that any claims for indemnification paid prior to the determination of the Cap from and after the six-month anniversary of the Closing shall be counted against the Cap in calculating amounts available to satisfy other claims for indemnification). Without limiting the generality of the foregoing, any indemnification claim made by any of the Buyer Group Members pursuant to clause (ii) of this Section 9.1 with respect to a representation or warranty other than a Fundamental Representation (other than Section 3.11 and the second sentence of Section 3.9(a)) or a representation or warranty set forth in Section 3.6 and involving any claim for less than $50,000 shall not be entitled to indemnification under this Section 9.1 and shall not be counted toward satisfaction of the Deductible.

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Section 9.2.     Indemnification by the Buyer. From and after the Closing and subject to Section 11.1, the Buyer agrees to indemnify and hold harmless each Seller Group Member from and against, and to reimburse each Seller Group Member with respect to, any and all Losses and Expense imposed upon, or incurred or suffered by, such Seller Group Member as a result of or arising out of:

(i)     any breach by the Buyer of, or any other failure of the Buyer to perform, any of its covenants, agreements or obligations in this Agreement;

(ii)     any inaccuracy of any representation or warranty of the Buyer contained or in this Agreement or any certificate delivered by or on behalf of the Buyer pursuant hereto (in each case, for all purposes of this Article IX, disregarding any “material” or similar qualifiers therein); or

(iii)     the Assumed Liabilities and, except for claims in respect of which the Seller Parties are obligated to indemnify the Buyer Group Members pursuant to Section 9.1, the Buyer’s (or any successor’s or assignee’s) operation of the Business and/or the ownership and/or use of the Purchased Assets after the Closing Date;

provided, however, that, except with respect to its Fundamental Representations, the Buyer shall not be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.2 with respect to Losses and Expenses imposed upon, or incurred or suffered by, Seller Group Members until, and then only to the extent that, the aggregate amount of all such Losses and Expenses exceed the Deductible; and, provided, further, that the aggregate amount of Losses and Expenses that the Buyer shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.2 (except with respect to its Fundamental Representations) shall not exceed the Cap. Without limiting the generality of the foregoing, any indemnification claim made by any of the Seller Group Members pursuant to clause (ii) of this Section 9.2 with respect to a representation or warranty other than a Fundamental Representation and involving any claim for less than $50,000 shall not be entitled to indemnification under this Section 9.2 and shall not be counted toward satisfaction of the Deductible.

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Section 9.3.     Notice of Claims; Determination of Amount.

(a)     Any party seeking indemnification hereunder (the “Indemnified Party”) shall give promptly to the party or parties, as applicable, obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a written notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any certificate delivered hereunder upon which such claim is based. Subject to Section 11.1, the failure of any Indemnified Party to give the Claim Notice promptly as required by this Section 9.3 shall not affect such Indemnified Party’s rights under this Article IX except to the extent such failure is actually prejudicial to the rights and obligations of the Indemnitor.

(b)     In calculating any Loss or Expense there shall be deducted (i) any insurance recovery received in respect thereof, and (ii) any recovery received in respect thereof which is obtained from any other third Person (and no right of subrogation shall accrue hereunder to any such insurer or other third Person).

(c)     After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall be entitled under this Article IX shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined.

Section 9.4.     Third Person Claims.

(a)     Notwithstanding anything to the contrary contained in Section 9.3, in order for a party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified Party, such Indemnified Party must notify the Indemnitor in writing, and in reasonable detail, of the third Person claim promptly, but in any event within ten (10) days, after receipt by such Indemnified Party of written notice of the third Person claim, which such notification must include a copy of the written notice of the third Person claim that was received by the Indemnified Party (the “Third Person Claim Notice”). Thereafter, the Indemnified Party shall deliver to the Indemnitor, promptly, but in any event within five (5) Business Days, after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claim, the Indemnified Party must notify the Indemnitor with a copy of the complaint promptly, but in any event within five (5) Business Days, after receipt thereof and shall deliver to the Indemnitor promptly, but in any event within seven (7) Business Days, after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Notwithstanding the foregoing, subject to Section 11.1, the failure of any Indemnified Party to promptly provide a Third Person Claim Notice as required by this Section 9.4 shall not affect such Indemnified Party’s rights under this Article IX except to the extent such failure is actually prejudicial to the rights and obligations of the Indemnitor.

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(b)     In the event of the initiation of any legal proceeding against the Indemnified Party by a third Person, the Indemnitor shall have the sole and absolute right after the receipt of a Third Person Claim Notice, at its option and at its own expense, to be represented by counsel of its choice and to control, defend against, negotiate, settle or otherwise deal with any proceeding, claim, or demand which relates to any loss, liability or damage indemnified against hereunder; provided, however, that the Indemnified Party may participate in any such proceeding with counsel of its choice and at its expense; provided, further, that the Indemnitor shall not have the right to control, defend against, negotiate, settle or otherwise deal with such proceeding, claim, or demand if it (i) is a third Person claim in which the Indemnitor is also a party and joint representation would present a material conflict or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnitor, or (ii) involves a claim which, upon petition by the Indemnified Party, the appropriate court rules that the Indemnitor failed or is failing to vigorously prosecute or defend. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demand. Prior to the time the Indemnified Party is notified by the Indemnitor as to whether the Indemnitor will assume the defense of such proceeding, claim or demand, the Indemnified Party shall take all actions reasonably necessary to timely preserve the collective rights of the parties with respect to such proceeding, claim or demand, including responding timely to legal process. To the extent the Indemnitor does not elect to defend such proceeding, claim or demand (or fails to confirm its election) within thirty (30) days after the giving by the Indemnified Party to the Indemnitor of a Third Person Claim Notice, the Indemnified Party may retain counsel, reasonably acceptable to the Indemnitor, at the expense of the Indemnitor, and control the defense of, or otherwise deal with, such proceeding, claim or demand. Regardless of which party assumes the defense of such proceeding, claim or demand, the parties agree to cooperate with one another in connection therewith. Such cooperation shall include providing records and information that are relevant to such proceeding, claim or demand, and making each parties’ employees and officers available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and to act as a witness or respond to legal process. Whether or not the Indemnitor assumes the defense of such proceeding, claim or demand, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such proceeding, claim or demand without the Indemnitor’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnitor shall not consent to a settlement of, or the entry of any judgment arising from, any such proceeding, claim or demand without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or judgment (a) relates solely to monetary damages for which the Indemnitor shall be responsible and (b) includes as an unconditional term thereof the release of the Indemnified Party from all liability with respect to such proceeding, claim or demand, in which event no such consent shall be required. After any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the time in which to appeal therefrom has expired, or a settlement shall have been consummated, or the Indemnified Party and the Indemnitor shall arrive at a mutually binding agreement with respect to each separate matter alleged to be indemnified by the Indemnitor hereunder, the Indemnitor shall pay all of the sums so owing to the Indemnified Party by wire transfer, certified or bank cashier’s check within ten (10) days thereafter.

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(c)     The party that has assumed the control or defense of any such proceeding, claim or demand made by a third Person against the other party shall (a) provide the other party with the right to participate in any meetings or negotiations with any Governmental Body or other third Person and reasonable advance notice of any such meetings or negotiations, (b) provide the other party with the right to review in advance and provide comments on any draft or final documents proposed to be submitted to any Governmental Body or other third Person, and (c) keep the other party reasonably informed with respect to such proceeding, demand or claim, including providing copies of all documents provided to, or received from, any Governmental Body or any other third Person in connection with such proceeding, demand or claim. The Buyer Group Members, on the one hand, and the Seller Group Members, on the other hand, covenant and agree to maintain the confidence of all such drafts and comments provided by the other, except as required by applicable Law.

To the extent of any inconsistency between this Section 9.4 and Section 6.1(c) with respect to Taxes, the provisions of Section 6.1(c) shall control.

Section 9.5.     Limitations; Exclusive Remedies.

(a)     In any case where the Indemnified Party recovers from third Persons any amount in respect of a matter with respect to which the Indemnitor has indemnified it pursuant to this Article IX, the Indemnified Party shall promptly pay over to the Indemnitor the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery), but not in excess of any amount previously so paid by the Indemnitor to or on behalf of the Indemnified Party in respect of such matter.

(b)     In the case where the Indemnitor makes any payment to the Indemnified Party in respect of any Loss, the Indemnitor shall, to the extent of such payment, be subrogated to all rights of the Indemnified Party against any third Person in respect of the Loss to which such payment relates. The Indemnified Party and the Indemnitor shall execute upon request all instruments reasonably necessary to evidence or further perfect such subrogation rights.

(c)     Except in the case of (x) fraud, (y) remedies that cannot be waived as a matter of law and (z) injunctive, provisional and equitable relief, if the Closing occurs, this Article IX shall be the exclusive remedy for breaches of this Agreement (including any covenant, obligation, representation or warranty contained in this Agreement or in any certificate delivered pursuant to this Agreement) or otherwise relating to the subject matter of this Agreement, including any claims arising under any Environmental Laws.

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Section 9.6.     No Special Damages; Mitigation. Notwithstanding anything to the contrary contained in this Agreement, none of the parties hereto shall have any liability under this Article IX for any punitive, incidental, consequential, special or indirect damages, except to the extent such damages are payable to a third Person. Each of the parties agrees to take all commercially reasonable steps to mitigate their respective Losses and Expenses upon and after becoming aware of any event or condition which could reasonably be expected to give rise to any Losses and Expenses that are indemnifiable hereunder, including using its commercially reasonable efforts to obtain insurance proceeds or other recoveries from third Persons in respect thereof.

Section 9.7.     Treatment of Indemnity Benefits. All payments made pursuant to this Article IX shall, to the extent permitted by applicable Law, be treated as adjustments to the Purchase Price for Tax purposes.

ARTICLE X

TERMINATION

Section 10.1.     Termination.

(a)     Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated at any time prior to the Closing:

(i)     by the mutual written consent of the Seller Parties and the Buyer;

(ii)     by the Seller Parties, if a breach or failure to perform any of the covenants or agreements of the Buyer contained in this Agreement shall have occurred, or there shall be any inaccuracy of any of the representations or warranties of the Buyer contained in this Agreement, and such breach, failure to perform or inaccuracy would, if occurring or continuing on the Closing Date, give rise to the failure of a condition set forth in Section 7.1, and such breach, failure to perform or inaccuracy (x) cannot be cured prior to the Termination Date or (y) if curable, is not cured on or before the earlier of the Termination Date or thirty (30) days following receipt by the Buyer of written notice of such breach, failure to perform or inaccuracy; provided, however, that the Seller Parties shall not have the right to terminate this Agreement pursuant to this Section 10.1(a)(ii) if the Seller Parties are then in breach of any of their respective covenants or agreements contained in this Agreement or any of the representations or warranties of the Seller Parties contained in this Agreement shall be inaccurate, and, in any such case would give rise to the failure of a condition set forth in Section 8.1;

(iii)     by the Buyer, if a breach or failure to perform any of the covenants or agreements of the Seller Parties contained in this Agreement shall have occurred, or there shall be any inaccuracy of any of the representations or warranties of the Seller Parties contained in this Agreement, and such breach, failure to perform or inaccuracy would, if occurring or continuing on the Closing Date, give rise to the failure of a condition set forth in Section 8.1, and such breach, failure to perform or inaccuracy (x) cannot be cured prior to the Termination Date or (y) if curable, is not cured on or before the earlier of the Termination Date or thirty (30) days following receipt by the Seller Parties of written notice of such breach, failure to perform or inaccuracy; provided, however, that the Buyer shall not have the right to terminate this Agreement pursuant to this Section 10.1(a)(iii) if the Buyer is then in breach of any of its covenants or agreements contained in this Agreement or any of the representations or warranties of the Buyer contained in this Agreement shall be inaccurate, and, in any such case would give rise to the failure of a condition set forth in Section 7.1;

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(iv)     by the Seller Parties or the Buyer, if any court of competent jurisdiction or other Governmental Body shall have issued a final and non-appealable order, decree or ruling permanently restraining, enjoining or otherwise prohibiting the consummation of the sale of the Purchased Assets contemplated hereby;

(v)     by the Seller Parties or the Buyer, if (i) the Closing shall not have occurred on or before 5:00 p.m., local New York time, on the one-year anniversary of the date hereof (the “Initial Termination Date” and the Initial Termination Date as extended as set forth below, the “Termination Date”) and (ii) the party seeking to terminate this Agreement pursuant to this Section 10.1(a)(v) shall not have breached or failed to fulfill, as applicable, any of its covenants or other obligations under this Agreement which were the principal cause of, or resulted in, the failure of the Closing to occur prior to such time; provided, however, that (1) if all of the conditions set forth in Article VII and Article VIII (other than those conditions that by their nature are to be fulfilled by actions taken at the Closing and those conditions set forth in Sections 7.2, 7.3, 7.4, 8.2, 8.3 and 8.4) shall have been fulfilled on or prior to the Initial Termination Date, then the Termination Date shall be extended by 90 days; or

(vi)     by the Seller Parties or the Buyer, upon the termination of the Merger Agreement for any reason.

(b)     The party desiring to terminate this Agreement pursuant to Section 10.1(a) (other than pursuant to Section 10.1(a)(i)) shall give written notice of such termination to the other party or parties, as applicable.

(c)     In the event that this Agreement shall be terminated pursuant to Section 10.1(a), all further obligations of the parties under this Agreement (other than Section 5.5, this Article X and Article XI, and, for the avoidance of doubt, the Confidentiality Agreement, which, in each case, shall remain in full force and effect) shall be terminated without further liability of any party; provided that nothing herein shall relieve any party from liability for any breach of this Agreement prior to the termination hereof.

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Section 10.2.     Withdrawal of Certain Filings. In the event of termination under the provisions of this Article X, all filings, applications and other submissions relating to the transactions contemplated by this Agreement as to which termination has occurred shall, to the extent practicable, be withdrawn from the Governmental Body or other Person to which made.

ARTICLE XI

GENERAL PROVISIONS

Section 11.1.     Survival of Representations, Warranties and Obligations. All representations, warranties, covenants, agreements and obligations of the parties hereto contained in this Agreement or any certificate delivered pursuant hereto shall survive the Closing and remain in full force and effect until the first (1^st) anniversary of the Closing Date (at which time, except as provided below, the right to indemnification with respect thereto shall terminate); provided, however, that (a) the representations and warranties in Sections 3.1 (Organization), 3.2(a) and (b) (Authority of the Seller Parties), the second sentence of 3.9(a) (Real Property), Section 3.11 (Title to Assets), 3.21 (No Finder), 4.1 (Organization), 4.2(a) and (b) (Authority of the Buyer) and 4.4 (No Finder) (collectively, the “Fundamental Representations”) shall each survive the Closing and remain in full force and effect until the fifth (5^th) anniversary of the Closing Date (provided that the representations and warranties in Section 3.11 (Title to Assets) shall survive the Closing and remain in full force and effect until the third (3^rd) anniversary of the Closing Date) (at which time, except as provided below, the right to indemnification with respect thereto shall terminate), (b) the representations and warranties in Section 3.6 (Taxes) shall each survive the Closing and remain in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (at which time, except as provided below, the right to indemnification with respect thereto shall terminate), and (c) to the extent such covenants, agreements and obligations contemplate performance after the Closing, each such covenant, agreement and obligation shall survive until performed (at which time, except as provided below, the right to indemnification with respect thereto shall terminate). No claim may be brought under this Agreement unless written notice describing in reasonable detail the facts giving rise to the claim is given on or prior to the last day of the applicable survival period. In the event such notice is given, the right to indemnification with respect thereto shall survive the applicable survival period until such claim is finally resolved and any obligations with respect thereto are fully satisfied.

Section 11.2.     Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party or parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents (and, after the Closing, the Seller Parties shall, and shall cause their Affiliates to afford such treatment to all documents, materials and other information in their possession relating to the Purchased Assets or the Assumed Liabilities), and, in the event the transactions contemplated hereby shall not be consummated, each party will return to the other party or parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation of this Section 11.2 by the other party, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 11.2 and that the aggrieved party shall be entitled to injunctive relief to prevent a violation or continuing violation hereof.

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Section 11.3.     Governing Law. This Agreement and the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of Delaware without reference to its choice of law rules.

Section 11.4.     Exclusive Jurisdiction; Court Proceedings. Any claim, action, suit or proceeding against any party to this Agreement arising out of or in any way relating to this Agreement shall be brought exclusively in any federal or state court located in the State of Delaware in New Castle County and each of the parties hereby submits to the exclusive jurisdiction of such courts for any such purpose; provided, that a final judgment in any such claim, action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably and unconditionally agrees not to assert (a) any objection which it may ever have to the laying of venue of any such claim, action, suit or proceeding in any federal or state court located in the State of Delaware in New Castle County, (b) any claim that any such claim, action, suit or proceeding brought in any such court has been brought in an inconvenient forum and (c) any claim that such court does not have jurisdiction with respect to such claim, action, suit or proceeding. To the extent that service of process by mail is permitted by applicable Law, each party irrevocably consents to the service of process in any such claim, action, suit or proceeding in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein.

Section 11.5.     Notices. All notices and other communications in connection with this Agreement shall be in writing and shall be deemed given (a) on the date of delivery if delivered personally or if sent via facsimile (with confirmation and same day dispatch by express courier utilizing next-day service), (b) on the earlier of confirmed receipt or the third (3rd) Business Day following the date of mailing if mailed by registered or certified mail (return receipt requested), (c) on the first (1st) Business Day following the date of dispatch if delivered utilizing next-day service by an express courier (with confirmation) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice) or (d) on the date such notice is transmitted by e-mail to the e-mail addresses previously provided to the other parties:

If to the Seller Parties:

Media General, Inc.
333 E. Franklin Street
Richmond, VA 23219
Attention: President

With a copy to: attention: General Counsel
Facsimile: (804) 887-7021

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with a copy (which shall not constitute notice) to:

Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
Attention: Philip Richter
Facsimile: (212) 859-4000

If to the Buyer, to:

Meredith Corporation

1716 Locust Street

Des Moines, Iowa 50309-3023

Attention: John Zieser

Facsimile: (515) 284-3840

with a copy (which shall not constitute notice) to:

Cooley LLP

1299 Pennsylvania Avenue, NW Suite 700

Washington, DC 20004

Attention: Michael D. Basile, Esq.

Facsimile: (202) 842-7899

Section 11.6.     Successors and Assigns; Third Party Beneficiaries.

(a)     This Agreement and all of its terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns, including any successor by a merger or conversion referenced below. Except as provided in this Section 11.6(a) and Section 6.1(d), this Agreement shall not be assigned by any party hereto. Any party (including, for this purpose, any Seller Party or the Buyer) may assign this Agreement to any of its Affiliates, provided that no such assignment materially delays the grant of the FCC Consent, clearance under the HSR Act, if necessary, or approval by the DOJ pursuant to the DOJ Final Judgment, if applicable, and, provided further, that no such assignment shall operate to relieve a party of any of its liabilities or obligations hereunder.

(b)     Except for the Buyer Group Members and Seller Group Members to the extent set forth in Article IX, Nothing in this Agreement, expressed or implied, is intended or shall be construed to confer upon any Person other than the parties and successors and assigns permitted by this Section 11.6 any right, remedy or claim under or by reason of this Agreement.

Section 11.7.     Access to Records after Closing.

(a)     For a period of six (6) years after the Closing Date, the Seller Parties and their representatives shall have reasonable access to all of the books and records of the Business transferred to the Buyer hereunder to the extent that such access may reasonably be required by the Seller Parties in connection with matters relating to or affected by the operations of the Business prior to the Closing Date. Such access shall be afforded by the Buyer upon receipt of reasonable advance notice and during normal business hours. The Seller Parties shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 11.7(a). If the Buyer shall desire to dispose of any of such books and records prior to the expiration of such six (6) year period, it shall, prior to such disposition, give the Seller Parties a reasonable opportunity, at the Seller Parties' expense, to segregate and remove such books and records as the other party may select.

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(b)     For a period of six (6) years after the Closing Date, the Buyer and its representatives shall have reasonable access to all of the books and records relating to the Business which the Seller Parties or any of their Affiliates may retain after the Closing Date. Such access shall be afforded by the Seller Parties and their Affiliates upon receipt of reasonable advance notice and during normal business hours. The Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 11.7(b). If the Seller Parties or any of their Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-(6) year period, such party shall, prior to such disposition, give the Buyer a reasonable opportunity, at the Buyer’s expense, to segregate and remove such books and records as the other party may select.

Section 11.8.     Entire Agreement; Amendments. This Agreement, the Exhibits and Schedules referred to herein and the other documents delivered pursuant hereto contain the entire understanding of the parties hereto with regard to the subject matter contained herein or therein, and supersede all prior agreements, understandings or intents between or among any of the parties hereto. The parties hereto, by mutual agreement in writing, may amend, modify and supplement this Agreement.

Section 11.9.     Interpretation. Article titles and headings to Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. The Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein. For purposes of this Agreement, (i) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation,” (ii) the word “or” is not exclusive and (iii) the words “herein”, “hereof”, “hereby”, “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein (a) to Articles, Sections, Exhibits and Schedules mean the Articles and Sections of, and the Exhibits and Schedules attached to, this Agreement and (b) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement. This Agreement, the Buyer Ancillary Agreements and the Ancillary Agreements shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. References to a “party hereto” or the “parties hereto” or similar phrases shall refer to the Seller Parties and the Buyer. An asset or right shall be deemed to be “exclusively related” to or “exclusively used in” the Business if in the ordinary course of the Business such asset or right is used solely in the Business and is not used by the other businesses and operations of the Seller Parties and their Affiliates.

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Section 11.10.     Waivers. Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the party or parties entitled to the benefit thereof. The failure of any party hereto to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.

Section 11.11.     Expenses. Except as otherwise expressly provided herein, each of Seller Parties and the Buyer will pay all of its own respective costs and expenses incident to its negotiation and preparation of this Agreement and to its performance and compliance with all agreements and conditions contained herein on its part to be performed or complied with, including the fees, expenses and disbursements of its counsel and accountants.

Section 11.12.     Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision or provisions had never been contained herein.

Section 11.13.     Execution in Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed by each of the parties and delivered to each of the Seller Parties and the Buyer.

Section 11.14.     Disclaimer of Warranties. No Seller Party makes any representations or warranties with respect to any projections, forecasts or forward-looking information provided to the Buyer. There is no assurance that any projected or forecasted results will be achieved. EXCEPT AS TO THOSE MATTERS EXPRESSLY COVERED BY THE REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT AND THE CERTIFICATES DELIVERED BY THE SELLER PARTIES PURSUANT TO SECTION 8.1, (A) THE SELLER PARTIES ARE SELLING THE BUSINESS AND THE PURCHASED ASSETS ON AN “AS IS, WHERE IS” BASIS AND SELLER PARTIES DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS AND GUARANTIES WHETHER EXPRESS OR IMPLIED, AND (B) THE SELLER PARTIES MAKE NO REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND NO IMPLIED WARRANTIES WHATSOEVER. The Buyer acknowledges that none of the Seller Parties or any of their representatives or Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any memoranda, charts, summaries or schedules heretofore made available by the Buyer or its representatives or Affiliates or any other information, in each case, which is not included in this Agreement or the Schedules hereto, and none of the Seller Parties or any of their representatives or Affiliates nor any other Person will have or be subject to any liability to the Buyer, any Affiliate of the Buyer or any other Person resulting from the distribution of any such information to, or use of any such information by, the Buyer, any Affiliate of the Buyer or any of their agents, consultants, accountants, counsel or other representatives. The Buyer disclaims that it is relying upon or has relied upon any representation or warranty not included in this Agreement that may have been made by any Person in connection with the subject matter hereof, and acknowledges and agrees that the Seller Parties disclaim any such other representations and warranties.

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Section 11.15.     WAIVER OF JURY TRIAL. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 11.16.     Specific Performance. The parties agree that irreparable damage would occur in the event that any provision of this Agreement was not performed in accordance with its specific terms or was otherwise breached or the Closing was not consummated, and that money damages would not be an adequate remedy, even if available. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof (including the parties’ obligations to consummate the Closing) in any court of competent jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity. Each of the parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (other than in connection with the merits of the underlying dispute as to whether a party is in breach or would be in breach of its obligations under this Agreement). Any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to post any bond or other security in connection with any such order or injunction.

[Signatures on following page]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

SELLER PARTIES
MEDIA GENERAL, INC
By:	/s/ James F. Woodward
	Name: James F. Woodward
	Title: Senior Vice President & Chief Financial Officer
MERCURY NEW HOLDCO, INC.
By:	/s/ James F. Woodward
	Name: James F. Woodward
	Title: Treasurer
BUYER
MEREDITH CORPORATION
By:	/s/ John S. Zieser
	John S. Zieser
	Chief Development Officer/General Counsel

[Signature Page to Asset Purchase Agreement]

EX-10

Exhibit 10.7

ASSET PURCHASE AGREEMENT

for the SALE of TELEVISION STATION

KXRM COLORADO SPRINGS, COLORADO

and

KXTU COLORADO SPRINGS, COLORADO

by and among

CHESAPEAKE MEDIA I, LLC

on the one hand,

and

MEDIA GENERAL OPERATIONS, INC.

on the other hand

August 20, 2014

TABLE OF CONTENTS

ARTICLE I
DEFINITIONS
Section 1.01	Definitions	1
Section 1.02	Terms Generally	8
ARTICLE II
PURCHASE AND SALE
Section 2.01	Purchase and Sale	8
Section 2.02	Excluded Assets	10
Section 2.03	Assumed Liabilities	11
Section 2.04	Excluded Liabilities	12
Section 2.05	Assignment of Contracts and Rights	13
Section 2.06	Purchase Price	13
Section 2.07	Reserved	13
Section 2.08	Closing	13
Section 2.09	General Proration	15
Section 2.10	Multi-Station Contracts	17
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER
Section 3.01	Seller Existence and Power	18
Section 3.02	Seller Authorization	19
Section 3.03	Governmental Authorization	19
Section 3.04	FCC and Programming Distribution Matters	19
Section 3.05	Taxes	21
Section 3.06	Tangible Personal Property	22
Section 3.07	Real Property	22
Section 3.08	Contracts	23
Section 3.09	Environmental	25
Section 3.10	Intangible Property	25
Section 3.11	Employees; Labor Matters; Employee Benefit Plans	25
Section 3.12	Insurance	28
Section 3.13	Compliance with Law; Permits	28
Section 3.14	Litigation	28
Section 3.15	Financial Statements	29
Section 3.16	No Undisclosed Liabilities	29
Section 3.17	Absence of Changes	29
Section 3.18	No Brokers	29
Section 3.19	Related Party Transactions	30
Section 3.20	All Assets	30

i 

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER
Section 4.01	Existence and Power	30
Section 4.02	Corporate Authorization	30
Section 4.03	Governmental Authorization	30
Section 4.04	Noncontravention	30
Section 4.05	Absence of Litigation	31
Section 4.06	Qualifications	31
Section 4.07	Brokers	31
Section 4.08	Financing	31
Section 4.09	Projections and Other Information	31
Section 4.10	Solvency	32
ARTICLE V
COVENANTS OF SELLER
Section 5.01	Operations Pending Closing	32
Section 5.02	No Negotiation	36
Section 5.03	No-Hire	36
Section 5.04	Interim Reports	36
ARTICLE VI
COVENANTS OF BUYER
Section 6.01	Access to Information	36
Section 6.02	Accounts Receivable	37
Section 6.03	Termination of Rights to the Names and Marks	39
Section 6.04	Insurance Policies	39
Section 6.05	Title Commitments; Surveys	39
Section 6.07	No-Hire	39
ARTICLE VII
JOINT COVENANTS
Section 7.01	Commercially Reasonable Efforts; Further Assurances	40
Section 7.02	Confidentiality	41
Section 7.03	Certain Filings; Further Actions	41
Section 7.04	Control Prior to Closing	41
Section 7.05	Public Announcements	42
Section 7.06	Notices of Certain Events	42
Section 7.07	Retention of Records; Post-Closing Access to Records	42
Section 7.08	Cooperation in Litigation	43
Section 7.09	Financial Statement Assistance	43

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ARTICLE VIII
EMPLOYEE MATTERS
Section 8.01	Employment	44
Section 8.02	Savings Plan	45
Section 8.03	Employee Welfare Plans	45
Section 8.04	Vacation	45
Section 8.05	Sick Leave	46
Section 8.06	No Further Rights	46
Section 8.07	Flexible Spending Plan	46
Section 8.08	Payroll Matters	47
Section 8.09	WARN Act	47
ARTICLE IX
TAX MATTERS
Section 9.01	Bulk Sales	48
Section 9.02	Transfer Taxes	48
Section 9.03	FIRPTA Certificate	48
Section 9.04	Taxpayer Identification Numbers	48
Section 9.05	Taxes and Tax Returns	48
Section 9.06	Purchase Price Allocation	49
ARTICLE X
CONDITIONS TO CLOSING
Section 10.01	Conditions to Obligations of Buyer and Seller	49
Section 10.02	Conditions to Obligations of Seller	49
Section 10.03	Conditions to Obligations of Buyer	50
ARTICLE XI
TERMINATION
Section 11.01	Termination	51
Section 11.02	Notice of Breach	53
Section 11.03	Effect of Termination	53
ARTICLE XII
SURVIVAL; INDEMNIFICATION
Section 12.01	Survival	54
Section 12.02	Indemnification by Buyer	54
Section 12.03	Indemnification by Seller	55
Section 12.04	Notification of Claims	56
Section 12.05	Net Losses; Subrogation; Mitigation	57
Section 12.06	Computation of Indemnifiable Losses	57
Section 12.07	Exclusive Remedies	58

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ARTICLE XIII
GENERAL PROVISIONS
Section 13.01	Expenses	58
Section 13.02	Notices	58
Section 13.03	Headings	59
Section 13.04	Severability	59
Section 13.05	Entire Agreement	59
Section 13.06	Successors and Assigns	59
Section 13.07	No Recourse	60
Section 13.08	No Third-Party Beneficiaries	60
Section 13.09	Amendments and Waivers	60
Section 13.10	Governing Law; Jurisdiction	60
Section 13.11	Specific Performance	61
Section 13.12	WAIVER OF JURY TRIAL	61
Section 13.13	Counterparts	61
Section 13.14	No Presumption	62
Section 13.15	Disclosure Schedules	62

Exhibit A-1	Form of Bill of Sale
Exhibit A-2	Form of Assignment and Assumption of FCC Licenses
Exhibit A-3	Form of Assignment of Intangible Property
Exhibit A-4	Form of Assignment and Assumption Agreement
Exhibit A-5	Form of Assignment and Assumption of Real Property Leases
Exhibit A-6	Form of Transition Services Agreement

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ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this “Agreement”) dated as of August 20, 2014 is by and among Chesapeake Media I, LLC, a Nevada limited liability company (the “Seller”), and Media General Operations, Inc., a Delaware corporation (“Buyer”).

RECITALS

WHEREAS, on the date of this Agreement, the Seller directly or indirectly owns and operates the television broadcast stations KXRM Colorado Springs, Colorado and KXTU Colorado Springs, Colorado (each a “Station” and together, the “Stations”), pursuant to certain authorizations issued by the Federal Communications Commission (the “FCC”);

WHEREAS, Media General, Inc., a Virginia corporation (“MEG”) is party to that certain Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of March 21, 2014, by and among MEG, Mercury New Holdco, Inc. (“MEG Holdco”), Mercury Merger Sub 1, Inc., a Virginia corporation and a wholly-owned subsidiary of MEG Holdco, Mercury Merger Sub 2, LLC, a Delaware limited liability company and a wholly-owned subsidiary of MEG Holdco, and LIN Media LLC (“LIN”), pursuant to which MEG and LIN and their respective direct and indirect Subsidiaries will become direct and/or indirect Subsidiaries of MEG Holdco;

WHEREAS, Buyer or its Affiliate and Seller or its Affiliate have entered into purchase agreements (each an “Other Purchase Agreement”) relating to the television stations WLUK-TV, WCWF-TV, WJAR-TV, WTTA-TV, and WTGS-TV;

WHEREAS, following the closing (the “Merger Closing”) of the transaction contemplated by the Merger Agreement (the “Merger Transaction”), pursuant to the terms and subject to the conditions set forth in this Agreement, the Seller desires to, or cause its Affiliates to, sell and transfer to Buyer, and Buyer desires to purchase and assume from the Seller, certain of the assets used in the operation of the Station and certain of the liabilities related thereto; and

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth in this Agreement, Buyer and the Seller hereby agree as follows:

ARTICLE I
DEFINITIONS

Section 1.01     Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Accounting Firm” means (a) an independent certified public accounting firm in the United States of national recognition mutually acceptable to the Seller and Buyer or (b) if the Seller and Buyer are unable to agree upon such a firm, then the regular independent auditors for the Seller and Buyer shall mutually agree upon a third independent certified public accounting firm, in which event, “Accounting Firm” shall mean such third firm.

“Accounts Receivable” means all accounts receivable (other than accounts receivable relating to Tradeout Agreements or film and program barter agreements), and all rights to receive payments under any notes, bonds and other evidences of indebtedness and all other rights to receive payments, arising out of sales occurring in the operation of the Station prior to the Effective Time for services performed (e.g., the actual broadcast of commercials sold) or delivered by the Station prior to the Effective Time.

“Action” means, any legal or administrative claim, suit, action, complaint, charge, arbitration or other proceeding by or before any Governmental Authority.

“Affiliate” means, with respect to a specified Person, any Person or member of a group of Persons acting together that, directly or indirectly, through one or more intermediaries, controls, or is controlled by or is under common control with, the specified Person. As used in this definition, the term “control” (including the terms “controlling,” “controlled by” and “under common control with”) shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Ancillary Agreements” means any certificate, agreement, document or other instrument to be executed and delivered in connection with the transactions contemplated by this Agreement.

“Antitrust Laws” means the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other federal, state and foreign, if any, Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

“ASCAP” means the American Society of Composers, Authors and Publishers.

“Balance Sheet Date” means June 30, 2014.

“Bargaining Agreement” means the collective bargaining agreements set forth on Schedule 3.11(a).

“BMI”means Broadcast Music, Inc.

“Business”shall mean the business and operation of the Station.

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed (or actually closed) in the City of New York.

“Cash and Cash Equivalents” means those items which would be required by GAAP to be included as “cash” or “cash equivalents” on a consolidated balance sheet of the Seller as of the Effective Time.

“Code” means the Internal Revenue Code of 1986, as amended.

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“Communications Act” means, collectively, the Communications Act of 1934, as amended, the Telecommunications Act of 1996, and the Children’s Television Act of 1990 (including FCC Rules and any other rules and regulations promulgated under each of the foregoing), in each case, as in effect from time to time.

“Confidentiality Agreement” means the non-disclosure agreement between Media General, Inc. and Sinclair Television Group, Inc., dated as of April 24, 2014.

“Contracts” means contracts, agreements, leases, non-governmental licenses, sales and purchase orders and other agreements (including Real Property Leases, Revenue Leases and employment agreements), written or oral (including any amendments or modifications thereto).

“Copyrights” means all copyrights and copyright applications and registrations therefor owned by the Seller or its Affiliates and used primarily in connection with the Business.

“Effective Time” means 12:01 a.m., New York City time, on the Closing Date.

“Employee(s)” means, individually or collectively, the full-time, part-time and per diem persons employed by the Seller or any of its Affiliates immediately prior to the Closing who are then engaged in the operation of the Station, including those listed on Schedule 3.11(b) , other than Excluded Employees.

“Environmental Laws” means any Law in effect on the date of this Agreement whether local, state, or federal relating to: (a) Releases or threatened Releases of Hazardous Materials into the environment; (b) the use, treatment, storage, disposal, handling, discharging or shipment of Hazardous Material; (c) the regulation of storage tanks; or (d) otherwise relating to pollution or protection of human health, occupational safety and the environment.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Estimated Adjustment” means, with respect to the Estimated Settlement Statement, an amount equal to the Buyer Prorated Amount minus the Seller Prorated Amount, which amount shall be expressed as a positive or negative number.

“Excluded Employee(s)” means, any employee of the Seller or its Affiliates whose principal work location is not the Station or whose employment responsibilities relate substantially to the corporate operations of the Seller or Other Seller Stations, in each case as of immediately prior to the Closing, and the employees denoted on Schedule 3.11(b) as “Excluded Employees”.

“FCC” means the Federal Communications Commission.

“FCC Consent” means the FCC’s initial consent to the assignment of each of the FCC Licenses identified on Schedule 3.04(a) from the Seller or its Affiliate to Buyer or its Affiliate.

“FCC Licenses” means the licenses, permits and other authorizations, including any temporary waiver or special temporary authorization and any renewals thereof or any transferable pending application therefor, relating to the Station, issued by the FCC, each of which existing as of the date hereof is identified on Schedule 3.04(a).

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“FCC Rules” means the published rules and policies of the FCC.

“Final Adjustment” means, with respect to the Final Settlement Statement, an amount equal to the Buyer Prorated Amount minus the Seller Prorated Amount, which amount shall be expressed as a positive or negative number.

“GAAP” means United States generally accepted accounting principles as in effect on the Balance Sheet Date, consistently applied.

“Governmental Authority” shall mean and include any court or tribunal or administrative, governmental or regulatory body, agency, commission, board, legislature, instrumentality, division, department, public body or other authority of any nation or government or any political subdivision thereof, whether foreign or domestic and whether national, supranational, state or local.

“Governmental Consents” shall collectively mean the FCC Consent and HSR Clearance, if necessary.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Hazardous Material” means hazardous or toxic wastes, chemicals, substances, constituents, pollutants or related material, whether solids, liquids, or gases, defined or regulated under § 101(14) of CERCLA; the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq.; the Safe Drinking Water Act, 42 U.S.C. §§ 300(f) et seq.; the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. §§ 1251 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq.; the Occupational Safety and Health Act of 1970, 29 U.S.C. §§ 651 et seq.; or any similar applicable federal, state or local Environmental Laws.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder.

“Income Taxes” means income, franchise, doing business and similar taxes.

“Indebtedness” means, with regard to any Person, any liability or obligation, whether or not contingent, (a) in respect of borrowed money or evidenced by bonds, monies, debentures, or similar instruments or upon which interest payments are normally made, (b) for the payment of any deferred purchase price of any property, assets or services (including pursuant to capital leases) but excluding trade payables and Program Rights Obligations, (c) guaranties, direct or indirect, in any manner, of all or any part of any Indebtedness of any Person, (d) all obligations under acceptance, standby letters of credit or similar facilities, (e) all matured obligations to purchase, redeem, retire, defease or otherwise make any payment in respect of any membership interests, shares of capital stock or other ownership or profit interest or any warrants, rights or options to acquire such membership interests, shares or such other ownership or profit interest, (f) all accrued interest of all obligations referred to in (a) – (e) and (g) all obligations referred to in (a) – (f) of a third party secured by any Lien on property or assets.

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“Intellectual Property” means all intellectual property rights in or arising from any of the following: call letters, Trademarks, trade names, service marks, patents, inventions, Trade Secrets, know-how, Internet domain names, websites, web content, databases, software programs or applications (including user-applications), Copyrights, programs and programming material, jingles, slogans and logos and all goodwill, if any, associated therewith.

“IRS” means the United States Internal Revenue Service.

“Knowledge of Seller” means the actual personal knowledge of the CEO, CFO and General Counsel (or Person holding a similar position) of Seller and the parent entity of Seller and the general manager or chief engineer (or Person holding a similar position, but not any consultant) of the Station.

“Law” means any United States (federal, state, local) or foreign law, constitution, treaty, statute, ordinance, regulation, rule, code, order, judgment, injunction, writ or decree.

“Lien” means, with respect to any property or asset, any mortgage, lien, pledge, charge, easement, right of way, restrictive covenant, encroachment, security interest or encumbrance of any kind whatsoever, whether voluntarily incurred or arising by operation of Law or otherwise, in respect of such property or asset.

“Market” means the “Designated Market Area,” as determined by The Nielsen Company, of the Station.

“Material Adverse Effect” means any event, state of facts, circumstance, development, change, effect or occurrence (an “Effect”) that, individually or in the aggregate with any other Effect, has had or would reasonably be expected to have a materially adverse effect on (a) the business, properties, assets, financial condition or results of operations of the Station, or (b) the ability of the Seller to perform its obligations under this Agreement, excluding in all respects any Effects resulting from (i) conditions in the economy of the United States generally, including changes in the United States or foreign credit, debt, capital or financial markets (including changes in interest or exchange rates) or the economy of any town, city or region or country in which the Station conducts business, (ii) general changes or developments in the broadcast television industry, (iii)  the execution and delivery of this Agreement, the announcement of this Agreement and the transactions contemplated hereby, the consummation of the transactions contemplated hereby, the compliance with the terms of this Agreement or the taking of any action required by this Agreement or consented to by Buyer, (iv) earthquakes, hurricanes, tornadoes, natural disasters or global, national or regional political conditions, including hostilities, military actions, political instability, acts of terrorism or war or any escalation or material worsening of any such hostilities, military actions, political instability, acts of terrorism or war existing or underway as of the date hereof, (v) any failure, in and of itself, by the Seller, MEG or the Station to meet any internal or published projections, forecasts or revenue or earnings predictions for any period ending on or after the date of this Agreement (provided, however, that the underlying causes of such failure (subject to other provisions of this definition) shall not be excluded, (vi)  any breach by Buyer of its obligations under this Agreement or (vii) changes in Law or GAAP or the interpretation thereof.

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“Multiemployer Plan” means a multiemployer pension plan, within the meaning of Section 4001(a)(3) of ERISA, to which each of the Seller or any of its Affiliates contribute or is required to contribute to, as it relates to the Station, or under which the Seller or any of its Affiliates has or may have any liability or obligation under, on behalf of current or former employees of the Seller or any of its Affiliates, as it relates to the Station.

“Other Seller Stations” means any broadcast station or business unit of the Seller or any of its Affiliates, other than the Station.

“Permitted Liens” means, as to any Station Asset, (a) Liens for Taxes not yet due and payable or which are being contested in good faith by appropriate proceeding and for which appropriate reserves have been established on the books and records of the Seller or any of its Affiliates in accordance with GAAP, (b) the terms and conditions of any Real Property Leases, (c) zoning and similar Laws that are not materially violated by any existing improvement or that do not prohibit the use of the real property covered by any Real Property Lease as currently used in the operation of the Station; (d) any right reserved to any Governmental Authority to regulate the affected property (including restrictions stated in any permits); (e) in the case of any leased Station Asset, (i) the rights of any lessor under the applicable lease agreement or any Lien granted by any lessor, (ii) any statutory Lien for amounts that are not yet due and payable or are being contested in good faith and for which appropriate reserves have been created on the books and records of the Seller or any of its Affiliates in accordance with GAAP, (iii) any subleases, and (iv) the rights of the grantor of any easement or any Lien granted by such grantor on such easement property; (f) easements, rights of way, restrictive covenants and other encumbrances, encroachments or other similar matters affecting title that do not materially adversely affect title to the property subject thereto or materially impair the continued use of the property in the ordinary course of operating the Station as currently operated; (g) inchoate materialmens’, mechanics’, workmen’s, repairmen’s or other like Liens arising in the ordinary course of business for amounts that are not yet due and payable or that are being contested in good faith by appropriate proceedings and for which appropriate reserves have been created on the books and records of the Seller or any of its Affiliates in accordance with GAAP and that are not resulting from any breach, violation or default by the Seller or any of its Affiliates of any Assumed Contract or applicable Law; (h) Liens that will be discharged prior to or simultaneously with the Closing; (i) any state of facts an accurate survey would show, provided same does not render title unmarketable or prevent the Real Property being utilized in substantially the same manner as currently used; and (j) pledges or deposits to secure obligations under workers’ compensation Laws or similar Laws or to secure public or statutory obligations and which pledges or deposits are reflected on the books and records of the Seller or any of its Affiliates to the extent required by GAAP.

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“Person” means any natural person, general or limited partnership, corporation, limited liability company, firm, association, trust or other legal entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Post-Closing Tax Period” means any Tax period (or portion thereof) beginning and ending after the Effective Time.

“Pre-Closing Tax Period” means any Tax period (or portion thereof) ending on or prior to the Effective Time.

“Program Rights” means all rights of the Station to broadcast television programs or shows as part of the Station’s programming, including all film and program barter agreements, sports rights agreements, news rights or service agreements, affiliation agreements and syndication agreements.

“Program Rights Obligations” means all obligations in respect of the purchase, use, licenses or acquisition of programs, programming materials, films and similar assets used in the ordinary course of the operation of the Station consistent with past practice which relate to the utilization of the Program Rights.

“Release” means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into the environment (including ambient air, surface water, groundwater, land surface or subsurface strata) or within any building, structure, facility or fixture.

“Revenue Leases” means those leases, subleases, licenses or other occupancy agreements used in the operation of the Station (including any and all assignments, amendments and other modifications of such leases, subleases, licenses and other occupancy agreements), pertaining to the use or occupancy of the Owned Real Property or Leased Real Property (including but not limited to towers or space on towers) where the Seller or any of its Affiliates holds an interest as landlord, licensor, sublandlord or sublicensor.

“SESAC” means SESAC, Inc.

“Subsidiary” means, with respect to any Person who is not a natural person, any corporation, limited liability company, partnership, association, trust or other entity of which securities or other ownership interests representing fifty percent (50%) or more of the equity or fifty percent (50%) or more of the ordinary voting power (or, in the case of a limited partnership, fifty percent (50%) or more of the general partnership interests) are, as of such date, owned by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.

“Tax” or “Taxes” means all federal, state, local or foreign income, excise, gross receipts, ad valorem, sales, use, employment, franchise, profits, gains, property, transfer, payroll, intangible or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding) imposed by a Governmental Authority, together with any interest and any penalties, additions to tax or additional amounts imposed with respect thereto.

7

“Tax Returns” means all returns and reports (including elections, declarations, disclosures, schedules, estimates and information returns) required to be supplied to a Tax authority relating to Taxes.

“Trade Secrets” mean all proprietary information of the Seller or any of its Affiliates that is not generally known and is used primarily in the Business, as to which reasonable efforts have been made to prevent unauthorized disclosure, and which provides a competitive advantage to those who know or use it.

“Trademarks” shall mean all trade names, trademarks, service marks, trade dress, jingles, slogans, logos, other source or business identifiers, trademark and service mark registrations and trademark and service mark applications owned by the Seller or any of its Affiliates and used primarily in the Business, including those set forth on Schedule 3.10, and the goodwill appurtenant thereto.

“Tradeout Agreement” means any Contract, other than film and program barter agreements, pursuant to which the Seller any of its Affiliates has agreed to sell or trade commercial air time or commercial production services of the Station in consideration for any property or service in lieu of or in addition to cash.

“Transfer Taxes” means all excise, sales, use, value added, registration stamp, recording, documentary, conveying, franchise, property, transfer, gains and similar Taxes, levies, charges and fees.

Section 1.02     Terms Generally. (a) Words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires, (b) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including the Schedules and exhibits hereto) and not to any particular provision of this Agreement unless the context expressly conveys otherwise, (c) the word “including” and words of similar import when used in this Agreement means “including, without limitation,” unless otherwise specified, and (d) the conjunctive shall include the disjunctive and vice versa.

ARTICLE II
PURCHASE AND SALE

Section 2.01     Purchase and Sale. Pursuant to the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from the Seller and the Seller agrees to sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer at the Closing, free of all Liens other than Permitted Liens, all of the right, title and interest of the Seller and its Affiliates in, to and under all of the assets, Contracts and properties, whether tangible or intangible, other than the Excluded Assets, in each case as and to the extent located at the Station or used primarily in the operation of the Station, including the following assets, Contracts and properties, as the same shall exist on the date of this Agreement and not disposed of in accordance with Section 5.01 and all similar assets, Contracts and properties acquired by the Seller or its Affiliates between the date hereof and the Closing to the extent located at or used primarily in the operation of the Station (collectively, the “Station Assets”):

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(a)     All Owned Real Property and Real Property Leases;

(b)     all Tangible Personal Property;

(c)     all rights under all Contracts used in the operation of the Station to which the Seller or any of its Affiliates is a party that (i) are listed on Schedule 3.08(a), (ii) are not required by the terms thereof to be listed on Schedule 3.08(a) to the extent used in connection with the operation of the Station, (iii) may result from the television broadcasting industry-wide negotiations with SESAC, ASCAP and BMI, (iv) are referenced in other subsections to this Section 2.01 or the corresponding Section in the Schedules, or (v) are entered into after the date hereof by the Seller or any of its Affiliates pursuant to the terms and subject to the conditions of Section 5.01 to the extent used in connection with the operation of the Station (collectively, the “Assumed Contracts”) with the understanding that Assumed Contracts shall in no event include Excluded Contracts;

(d)     all prepaid expenses and deposits (other than prepaid Income Taxes) to the extent that the Seller receives an appropriate credit in the Buyer Prorated Amount;

(e)     all of the rights, claims, credits, causes of action or rights of set-off of the Seller or any of its Affiliates against third parties relating to the Station Assets, including unliquidated rights under manufacturers’ and vendors’ warranties, in each case only to the extent Buyer or any of its Affiliates incurs Losses relating thereto and occurring after the Effective Time;

(f)     all Intangible Property;

(g)     all Internet web sites and related agreements, content and databases and domain name registrations used primarily in the operation of the Station, as set forth on Schedule 3.10;

(h)     the FCC Licenses, along with all material transferable municipal, state and federal franchises, licenses, permits, franchises, certificates, approvals and other authorizations issued by any Governmental Authority other than the FCC used primarily in the operation of the Station (collectively, the “Permits”);

(i)     all prepayments under advertising sales contracts for committed air time for advertising on the Station that has not been aired prior to the Closing Date;

(j)     to the extent relating exclusively to the operation of the Station, all information and data, sales and business records, books of account, files, invoices, inventory records, general financial, accounting and real and personal property and sales and use Tax records (but excluding all other Tax records), personnel and employment records for Transferred Employees (to the extent permitted by Law) and all engineering information, sales and promotional literature, manuals and data, sales and purchase correspondence, lists of present and former suppliers and lists of present and former customers, quality control records and manuals, blueprints, litigation and regulatory files, and all other books, documents and records (including, without limitation, all electronic data relating to the Station, including current and historical electronic data relating to the Station’s traffic and historical financial information wherever that information is located);

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(k)     to the extent relating primarily to the operation of the Station, all management and other systems (including computers and peripheral equipment), databases, computer software, computer disks and similar assets, and all licenses and rights in relation thereto; and

(l)     all other items listed on Schedule 2.01(l).

Section 2.02     Excluded Assets. The following assets and properties of the Seller and its Affiliates (the “Excluded Assets”) shall not be acquired by Buyer and are excluded from the Station Assets:

(a)     all of the Cash and Cash Equivalents of the Seller or any of its Affiliates;

(b)     all bank and other depository accounts of the Seller or any of its Affiliates;

(c)     insurance policies relating to the Station, and all claims, credits, causes of Action or rights, including rights to insurance proceeds, thereunder;

(d)     all interest in and to refunds of Taxes relating to Pre-Closing Tax Periods or the other Excluded Assets;

(e)     any cause of action or claim relating to any event or occurrence prior to the Effective Time (other than as specified in Schedule 2.02(e));

(f)     all Accounts Receivable;

(g)     intercompany accounts receivable and intercompany accounts payable of the Seller and its Affiliates;

(h)     all (i) books, records, files and papers, whether in hard copy or computer format, relating to the preparation of this Agreement or the transactions contemplated hereby, (ii) all minute books and company records of the Seller or any of its Affiliates and (iii) duplicate copies of records of the Station;

(i)     all rights of Seller arising under this Agreement, the Ancillary Agreements or the transactions contemplated hereby and thereby;

(j)     any Station Asset sold or otherwise disposed of prior to Closing as permitted hereunder;

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(k)     Contracts that are not Assumed Contracts including, but not limited to, Contracts identified on Schedule 2.02(k) (collectively, the “Excluded Contracts”);

(l)     other than as specifically set forth in Article VIII, any Employee Plan and any assets of any Employee Plan sponsored by the Seller or any of its Affiliates;

(m)     all Tax records, other than real and personal property and sales and use Tax records;

(n)     those assets which are listed on Schedule 2.02(n);

(o)     all of the Seller’s rights, title and interest in and to (i) the Seller’s name, service names and trade names (including, without limitation, the name[s] [“Media General” or “LIN Media”/ “Sinclair Broadcast Group”]), (ii) all URLs and internet domain names consisting of or containing any of the foregoing; and (iii) any variations or derivations of, or marks confusingly similar to, any of the foregoing;

(p)     all real and personal, tangible and intangible assets of the Seller and its Affiliates that are used in connection with the operation of the Station but are neither located at nor used primarily with respect to the Station;

(q)     any rights under any non-transferable shrink-wrapped or click-wrapped licenses of computer software and any other non-transferable licenses of computer software used in the operation of the Station;

(r)     all capital stock or other equity securities of the Seller or Subsidiaries of the Seller or any of its Affiliates and all other equity interests in any entity that are owned beneficially or of record by the Seller or its Affiliates; and

(s)     all other assets of the Seller or any of its Affiliates to the extent not used primarily in the operation of the Station, including any assets of the Seller used in the operations of Other Seller Stations.

Section 2.03     Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Buyer will assume, pay and perform only the following liabilities of the Seller or its Affiliates (the “Assumed Liabilities”):

(a)     the liabilities and obligations arising with, or relating to, the operation of the Station, including the owning or holding of the Station Assets, on and after the Effective Time; and

(b)     any liability or obligation to the extent of the amount of credit received by Buyer under Section 2.09(a) with respect thereto; and

(c)     all liabilities and obligations relating to the Business or the Station Assets arising out of Environmental Laws, whether or not presently existing, except for liabilities and obligations that are required to be disclosed on Schedule 3.09, but which are not so disclosed;

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(d)     all liabilities with respect to Transferred Employees and Employee Plans, in each case which are expressly assumed under Article VIII.

Section 2.04     Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller or any of its Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller or its Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement:

(a)     any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a);

(b)     any liability or obligation for which the Seller or any of its Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received;

(c)     the liability related to the Indebtedness of the Seller or any of its Affiliates, including, without limitation, as set forth on Schedule 2.04(c);

(d)     any liability or obligation relating to or arising out of any of the Excluded Assets;

(e)     any liability with respect to Excluded Employees and Employees who are not Transferred Employees;

(f)     any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05;

(g)     any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date;

(h)     the liabilities and obligations arising or with respect to the operation of the Station, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder);

(i)     any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time;

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(j)     any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and

(k)     any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreements.

Section 2.05     Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Station Asset or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Station Asset or in any way adversely affect the rights of Buyer or the Seller or any of their respective Affiliates thereunder. The Seller and Buyer shall use their commercially reasonable efforts to obtain such consents after the execution of this Agreement until each such consent is obtained. If any such consent is not obtained prior to the Closing Date, the Seller and Buyer shall use their commercially reasonable efforts to obtain such consent as soon as possible after the Closing Date. The Seller and Buyer will cooperate in a mutually-agreeable arrangement under which Buyer will obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, occupancy and use agreements or sub-leasing to Buyer or its Affiliates and enforcement by the Seller for the benefit of Buyer or its Affiliates, as applicable, of any and all rights of the Seller and its Affiliates against a third party thereto. Notwithstanding the foregoing, none of the Seller, Buyer or any of their respective Affiliates shall be required to pay consideration to any third party to obtain any consent.

Section 2.06     Purchase Price. In consideration for the sale of the Station Assets, Buyer shall, at the Closing, in addition to assuming the Assumed Liabilities, pay to the Seller the sum of $53.1 million (the “Purchase Price”), by wire transfer of immediately available federal funds pursuant to wire instructions that the Seller shall provide to Buyer.

Section 2.07     Reserved.

Section 2.08     Closing.

(a)     The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at a location agreed upon by Buyer and the Seller on a date which shall not be later than the fifth (5th) Business Day following the satisfaction or waiver of all of the closing conditions set forth in Article X hereof (other than those required to be satisfied at Closing, but subject to the satisfaction or waiver of such conditions at Closing) (such date, the “Closing Date”).

(b)     Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following closing transactions at the closing:

(i)     Buyer shall deliver to the Seller:

(1)     the certificate described in Section 10.02(a);

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(2)     the documents described in Section 10.02(d);

(3)     the cash Purchase Price in accordance with Section 2.06 by wire transfer of immediately available federal funds; and

(4)     such other documents and instruments as the Seller reasonably determines to be necessary to sell the Station Assets and for Buyer to assume the Assumed Liabilities.

(ii)     The Seller shall deliver, or cause to be delivered, to Buyer:

(1)     the certificate described in Section 10.03(a);

(2)     the documents described in Section 10.03(d);

(3)     a duly executed Bill of Sale, substantially in the form of Exhibit A-1 annexed hereto;

(4)     a duly executed special warranty deed for each Owned Real Property from the Seller or its Affiliate;

(5)     such other documents and instruments as Buyer reasonably determines to be necessary for it acquire the Station Assets and assume the Assumed Liabilities.

(iii)     The Seller and Buyer shall execute and deliver to each other:

(1)     a duly executed Assignment and Assumption of FCC Licenses, substantially in the form of Exhibit A-2 annexed hereto;

(2)     a duly executed Assignment and Assumption of Intangible Property, substantially in the form of Exhibit A-3 annexed hereto, if any owned and registered Intangible Property is included in the Station Assets;

(3)     a duly executed Assignment and Assumption Agreement, substantially in the form of Exhibit A-4 annexed hereto;

(4)     a duly executed Assignment and Assumption Agreement for the Real Property Leases, substantially in the form of Exhibit A-5 annexed hereto, or, in the event that necessary consents to assignment have not been obtained prior to the Closing, appropriate subleases, occupancy or use agreements pursuant to Section 2.05 hereof;

(5)     a duly executed Transition Services Agreement, substantially in the form of Exhibit A-6 annexed hereto; and

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(6)     such other documents as set forth in Section 10.02 and Section 10.03.

Section 2.09     General Proration.

(a)     All Station Assets that would be classified as current assets in accordance with GAAP, and all Assumed Liabilities that would be classified as current liabilities in accordance with GAAP, shall be prorated between Buyer and the Seller as of the Effective Time, including by taking into account the elapsed time or consumption of an asset during the month in which the Effective Time occurs (respectively, the “Prorated Station Assets” and the “Prorated Assumed Liabilities”). Such Prorated Station Assets and Prorated Assumed Liabilities relating to the period prior to the Effective Time shall be for the account of the Seller and those relating to the period on and after the Effective Time for the account of Buyer and shall be prorated accordingly. In accordance with this Section 2.09, (i) Buyer shall be required to pay to the Seller the amount of any Prorated Station Asset previously paid for by the Seller, to the extent Buyer will receive a current benefit on and after the Effective Time with the understanding that such amount should not have been recognized as an expense in accordance with GAAP prior to the Effective Time (the “Buyer Prorated Amount”); and (ii) the Seller shall be required to pay to Buyer the amount of any Prorated Assumed Liabilities to the extent they arise with respect to the operation of the Station prior to the Effective Time and are not assumed or paid for by the Seller (the “Seller Prorated Amount”). Such payment by Buyer or the Seller, as the case may be, shall be made within ten (10) Business Days after the Final Settlement Statement becomes final and binding upon the parties.

(b)     The prorations contemplated by this section shall include all FCC regulatory fees, utility expenses, liabilities and obligations under Contracts (including all Contracts relating to Program Rights), rents and similar prepaid and deferred items, reimbursable expenses and all other expenses and obligations, such as deferred revenue and prepayments and sales commissions, attributable to the ownership and holding of the Station Assets or the operation of the Station that straddles the period before and after the Effective Time. Notwithstanding anything in this Section 2.09, (i) there shall be no proration with respect to Tradeout Agreements for the sale of time for goods or services assumed by Buyer, and (ii) proration with respect to Taxes shall be governed exclusively by Section 9.05.

(c)     Thirty percent of accrued vacation and personal time for Transferred Employees that is assumed by Buyer and actually granted to Transferred Employees shall be included as a credit to Buyer in the prorations. There shall be no proration for sick leave.

(d)     At least three (3) Business Days prior to the Closing Date, the Seller shall provide Buyer with a good faith estimate of the prorations contemplated by this Section 2.09 (the “Estimated Settlement Statement”). Any payment required to be made by either party pursuant to such preliminary estimate shall be made by the appropriate party at the Closing in accordance therewith. The Seller will afford Buyer reasonable access to all records and work papers used in preparing the Estimated Settlement Statement, and Buyer shall notify the Seller of any good faith disagreement with such calculation within two (2) Business Days of receiving the Estimated Settlement Statement. At the Closing, (i) Buyer shall be required to pay to the Seller the amount equal to the Estimated Adjustment if the Estimated Adjustment is a positive number or (ii) the Seller shall be required to pay to Buyer the amount equal to the absolute value of the Estimated Adjustment if the Estimated Adjustment is a negative number.

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(e)     Within ninety (90) days after the Closing Date, Buyer shall prepare and deliver to the Seller a proposed proration of assets and liabilities in the manner described in this Section 2.09 (the “Settlement Statement”) setting forth the Seller Prorated Amount and the Buyer Prorated Amount, together with a schedule setting forth, in reasonable detail, the components thereof.

(f)     The Seller shall provide reasonable access to such employees, books, records, financial statements, and its independent auditors as Buyer reasonably believes is necessary or desirable in connection with its preparation of the Settlement Statement.

(g)     During the sixty (60)-day period following the receipt of the Settlement Statement, the Seller and its independent auditors shall be permitted to review and make copies reasonably required of (i) the financial statements relating to the Settlement Statement, (ii) the working papers relating to the Settlement Statement, (iii) the books and records relating to the Settlement Statement, and (iv) any supporting schedules, analyses and other documentation relating to the Settlement Statement.

(h)     The Settlement Statement shall become final and binding upon the parties (and thereby deemed to be the “Final Settlement Statement”) on the 120^th day following delivery thereof, unless the Seller gives written notice of its disagreement with the Settlement Statement (the “Notice of Disagreement”) to Buyer prior to such date. The Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If a Notice of Disagreement is given to Buyer within such 120-day period, then the Settlement Statement (as revised in accordance with clause (i) or (ii) below) shall become the Final Settlement Statement on the earlier of (i) the date Buyer and Seller resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm as provided herein.

(i)     Within ten (10) Business Days after the Settlement Statement becomes the Final Settlement Statement, (i) Buyer shall be required to pay to the Seller the amount, if any, by which the Final Adjustment is higher than the Estimated Adjustment or (ii) the Seller shall be required to pay to Buyer the amount, if any, by which the Estimated Adjustment is higher than the Final Adjustment, as the case may be. All payments made pursuant to this Section 2.09(i) must be made via wire transfer in immediately available funds to an account designated by the recipient party, together with interest thereon at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the Effective Time to the date of actual payment.

(j)     Notwithstanding the foregoing, in the event that the Seller delivers a Notice of Disagreement, the Seller or Buyer, as applicable, shall within ten (10) Business Days of the receipt of the Notice of Disagreement make payment to the other by wire transfer in immediately available funds of such undisputed amount owed by the Seller or Buyer to the other, as the case may be, together with interest thereon, calculated as described above.

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(k)     During the thirty (30)-day period following the delivery of a Notice of Disagreement to Buyer that complies with the preceding paragraphs, Buyer and the Seller shall seek in good faith to resolve in writing any differences they may have with respect to the matters specified in the Notice of Disagreement. During such period (i) Buyer and its independent auditors, at Buyer’s sole cost and expense, shall be, and the Seller and its independent auditors, at Seller’s sole cost and expense, shall be, in each case permitted to review and make copies reasonably required of (w) the financial statements reflecting the operation of the Station, in the case of Buyer, and Buyer, in the case of the Seller, relating to the Notice of Disagreement, (x) the working papers of the Seller, in the case of Buyer, and Buyer, in the case of the Seller, and such other party’s auditors, if any, relating to the Notice of Disagreement, (y) the books and records of the Seller, in the case of Buyer, and Buyer, in the case of the Seller, relating to the Notice of Disagreement, and (z) any supporting schedules, analyses and documentation relating to the Notice of Disagreement; and (ii) the Seller, in the case of Buyer, and Buyer, in the case of the Seller, shall provide reasonable access, upon reasonable advance notice and during normal business hours, to such employees of such other party and such other party’s independent auditors, as such first party reasonably believes is necessary or desirable in connection with its review of the Notice of Disagreement.

(l)     If, at the end of such thirty (30)-day period, Buyer and the Seller have not resolved such differences, Buyer and the Seller shall submit to the Accounting Firm for review and resolution any and all matters that remain in dispute and that were properly included in the Notice of Disagreement. Within sixty (60) days after selection of the Accounting Firm, Buyer and the Seller shall submit their respective positions to the Accounting Firm, in writing, together with any other materials relied upon in support of their respective positions. Buyer and the Seller shall use commercially reasonable efforts to cause the Accounting Firm to render a decision resolving the matters in dispute within thirty (30) days following the submission of such materials to the Accounting Firm. The determination of the Accounting Firm shall be final and binding on the parties and enforceable in any court of competent jurisdiction. Except as specified in the following sentence, the cost of any arbitration (including the fees and expenses of the Accounting Firm) pursuant to this Section 2.09 shall be borne by Buyer and the Seller in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportional allocations shall also be determined by the Accounting Firm at the time it renders its determination. The fees and expenses (if any) of Buyer’s independent auditors and attorneys incurred in connection with the review of the Notice of Disagreement shall be borne by Buyer, and the fees and expenses (if any) of the Seller’s independent auditors and attorneys incurred in connection with their review of the Settlement Statement shall be borne by the Seller.

 2.10     Multi-Station Contracts. In the event that one or more Other Seller Stations is party to, or has rights or obligations with respect to, an Assumed Contract (a “Multi-Station Contract”), the rights and obligations under such Multi-Station Contract that are assigned to and assumed by Buyer (and included in the Station Assets and Assumed Liabilities, as the case may be) shall include only those rights and obligations under such Multi-Station Contract that are applicable to the Station. The rights of each Other Seller Station with respect to such Contract and the obligations of each Other Seller Station to such Contract shall not be assigned to and assumed by Buyer (and shall be Excluded Assets and Excluded Liabilities, as applicable). For purposes of determining the scope of the rights and obligations of the Multi-Station Contracts, the rights and obligations under each Multi-Station Contract shall be equitably allocated among (1) the Station, on the one hand, and (2) the Other Seller Stations, on the other hand, in accordance with the following equitable allocation principles:

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(a)     any allocation set forth in the Multi-Station Contract shall control;

(b)     if there is no allocation in the Multi-Station Contract as described in clause (a) hereof, then any reasonable allocation previously made by the Seller or its Affiliates in the ordinary course of business and disclosed on Schedule 2.10(b) shall control;

(c)     if there is no reasonable allocation as described in clause (b) hereof, then the quantifiable proportionate benefits and obligations to be received and performed, as the case may be, by the Seller and Buyer and their respective Affiliates after the Effective Time (to be determined by mutual good faith agreement of the Seller and Buyer) shall control; and

(d)     if there are no quantifiable proportionate benefits and obligations as described in clause (c) hereof, then reasonable accommodation (to be determined by mutual good faith agreement of the Seller and Buyer) shall control.

(e)     Subject to any applicable third-party Consents, such allocation and assignment with respect to any Multi-Station Contract shall be effectuated, at the election of the Seller, by termination of such Multi-Station Contract in its entirety with respect to the Station and the execution of new contracts with respect to the Station or by an assignment to and assumption by Buyer of the related rights and obligations under such Multi-Station Contract. The parties shall use commercially reasonable efforts to obtain any such new contracts or assignments to, and assumptions by, Buyer in accordance with this Section 2.10 and Section 2.05; provided, that, completion of documentation of any such allocation under this Section 2.10 is not a condition to Closing unless such Multi-Station Contract is listed on and disclosed on Schedule 10.03(e).

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER

The Seller represents and warrants to Buyer as follows:

Section 3.01     Seller Existence and Power. The Seller is duly organized, validly existing and in good standing under the laws of the state of its organization. The Seller is qualified to do business and is in good standing in each jurisdiction where such qualification is necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. The Seller has the requisite power and authority to own and hold the Station Assets and to operate the Station as currently operated.

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Section 3.02     Seller Authorization.

(a)     The execution and delivery by the Seller of this Agreement and the Ancillary Agreements (to which the Seller is or will be a party), the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby are within the Seller’s organizational powers and have been duly authorized and approved by all requisite organizational action by the Seller, and no other organizational action on the part of the Seller is necessary to authorize and approve the execution, delivery and performance by the Seller of this Agreement and the Ancillary Agreements (to which the Seller is or will be a party) and the consummation by the Seller of the transactions contemplated hereby and thereby.

(b)     This Agreement has been, and the Ancillary Agreements (to which the Seller is or will be a party) will be, duly executed and delivered by the Seller. This Agreement (assuming due authorization, execution and delivery by Buyer) constitutes, and each Ancillary Agreement (to which Seller is or will be a party) will constitute when executed and delivered by a the Seller, the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity).

Section 3.03     Governmental Authorization. The execution, delivery and performance by the Seller of this Agreement and each Ancillary Agreement (to which the Seller is or will be a party) and the consummation of the transactions contemplated hereby and thereby require no material action by or in respect of, or filing with or notification to, any Governmental Authority other than (a) the FCC Consent and DOJ approval to the Merger Transaction and (b) the Governmental Consents.

Section 3.04     FCC and Programming Distribution Matters

(a)     Schedule 3.04(a) sets forth a true and complete list of the FCC Licenses and the holders thereof, which FCC Licenses constitute all of the FCC Licenses of the Station. The FCC Licenses are in full force and effect and have not been revoked, suspended, canceled, rescinded or terminated, and have not expired. Except as set forth on Schedule 3.04(a), the FCC Licenses (i) have been issued for the full terms customarily issued by the FCC for each class of station and (ii) are not subject to any condition, except for those conditions appearing on the face of the FCC Licenses and conditions generally applicable to each class of station.

(b)     The Station has been operated in compliance with the Communications Laws and the FCC Licenses in all material respects and has paid or caused to be paid all FCC regulatory fees due in respect of the Station. All material registrations and reports required to have been filed with the FCC relating to the FCC Licenses have been filed and the construction of all facilities or changes contemplated by any of the FCC Licenses or construction Permits issued to modify the FCC Licenses have been completed. There is not pending, nor, to the Knowledge of Seller, threatened, any action by or before the FCC to revoke, suspend, cancel, rescind or materially adversely modify any of the FCC Licenses (other than proceedings to amend FCC rules of general applicability), nor is there issued or outstanding, by or before the FCC, any order to show cause, notice of violation, notice of apparent liability, or order of forfeiture against the Station, or the Seller or any of its Affiliates with respect to the Station that would reasonably be expected to result in any such action. Except as set forth on Schedule 3.04(b) and other than proceedings affecting broadcast stations generally, there are no material applications, petitions, proceedings or other material actions or complaints pending or, to the Knowledge of Seller, threatened before the FCC relating to the Station. Except as set forth on Schedule 3.04(b) and except for tolling agreements that may be entered into pursuant to the Merger Transaction or Section 7.01(b), the Seller has not (i) entered into a tolling agreement or otherwise waived any statute of limitations relating to the Station during which the FCC may assess any fine or forfeiture or take any other action or (ii) agreed to any extension of time with respect to any FCC investigation or proceeding.

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(c)     Except as set forth on Schedule 3.04(c), the Seller is qualified under the Communications Laws to transfer, or cause to be transferred, the FCC Licenses to Buyer. Except as set forth on Schedule 3.04(c), to the Knowledge of Seller, there are no facts or circumstances relating to the Station or the Seller that would reasonably be expected to (i) result in the FCC’s refusal to grant the FCC Consent, (ii) materially delay the receipt of the FCC Consent. The Seller has no reason to believe that the FCC Applications might be challenged or might not be granted by the FCC in the ordinary course due to any fact or circumstance relating to the Seller, the Business or the FCC Licenses.

(d)     The Seller is not, with respect to the Station, a party to any local marketing agreement, time brokerage agreement, joint sales agreement or other similar agreement (collectively, a “Sharing Agreement”).

(e)     Schedule 3.04(e) contains, as of the date hereof, (i) a list of all retransmission consent agreements or any other carriage agreement, with multi-channel video programming distributors, including cable systems, telephone companies and direct broadcast satellite systems (together, “MVPDs”) with more than 10,000 subscribers with respect to the Station, and (ii) a list of the MVPDs that, to the Knowledge of Seller, carry the Station and have more than 10,000 subscribers with respect to the Station outside the Station’s Market. Seller is a party to retransmission consent agreements with respect to each MVPD with more than 10,000 subscribers in the Station’s Market. To the Knowledge of Seller, since October 1, 2011 and until the date hereof, except as set forth on Schedule 3.04(e), (x) no headend with more than 10,000 subscribers covered by an MVPD in the Station’s Market has provided written notice to the Seller of any material signal quality issue or has failed to respond to a request for carriage or, to the Knowledge of Seller, sought any form of relief from carriage of the Station from the FCC and (y) the Seller has not received any written notice from any MVPD with more than 5,000 subscribers in the Station’s Market of such MVPD’s intention to delete the Station from carriage or to change the Station’s channel position.

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Section 3.05     Taxes.

(a)     Except as set forth on Schedule 3.05(a), all material Tax Returns have been filed (including, but not limited to, sales and use returns) required to be filed with respect to the Station Assets, all such Tax Returns are correct and complete in all material respects and prepared in substantial compliance with all applicable Laws, and the Seller has or will have timely paid all such Taxes due and owing by it with respect to the Station Assets (whether or not shown on any Tax Return) except which either (i) constitute Excluded Liabilities or (ii) are disclosed on Schedule 3.05(a). None of the Station Assets are subject to any Lien in favor of the United States pursuant to Section 6321 of the Code for nonpayment of federal Taxes, or any Tax Lien in favor of any state or municipality pursuant to any comparable provision of state or local Law, or any other U.S. federal, state or local Tax Law under which transferee liability might be imposed upon Buyer as a buyer of the Station Assets.

(b)     There are no material Liens against the Station Assets in respect of any Taxes, other than with respect to Taxes not yet due and payable.

(c)     There is no material Action pending or, to the Knowledge of Seller, threatened by any Governmental Authority for assessment or collection of any Taxes of any nature affecting the Station Assets.

(d)     Except as set forth on Schedule 3.05(d), the Seller currently is not the beneficiary of any extension of time within which to file any material Tax Return relating to the Station Assets or the Business.

(e)     To the Knowledge of Seller, there is no material dispute or claim concerning any Tax liability relating to the Station Assets or the Seller’s operation of the Station which has been claimed or raised by any Governmental Authority in writing.

(f)     The Seller has not (i) waived any statute of limitations in respect of material Taxes relating to the Station Assets or the operation of the Station or (ii) agreed to any extension of time with respect to a material Tax assessment or deficiency which extension is currently in effect relating to the Station Assets or the operation of the Station.

(g)     All Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party that relate to the Business have been withheld and paid in full.

(h)     No Tax allocation, Tax sharing or Tax indemnity or similar agreement or arrangement, or power of attorney with respect to any Tax matter, is currently in force with respect to the Station Assets or the Business that would, in any manner, bind, obligate, or restrict Buyer.

(i)     No notice or inquiry from any jurisdiction where Tax Returns are not currently filed with respect to the Station Assets or the Business has been received to the effect that such filings may be required or that the Station Assets or the Business may otherwise be subject to taxation by such jurisdiction.

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Section 3.06     Tangible Personal Property.

(a)     Schedule 3.06(a) contains a list of all material items of equipment, transmitters, antennas, cables, towers, vehicles, furniture, fixtures, spare parts and other tangible personal property of every kind and description owned or held for use by the Seller or its Affiliates in connection with the Business, except for any retirements or dispositions thereof made between the date hereof and the Closing in accordance with Article V (the “Tangible Personal Property”). Except as set forth on Schedule 3.06(a), immediately prior to the Closing, the Seller or its Affiliates will have good and valid title to the Tangible Personal Property free and clear of all Liens (other than Permitted Liens).

(b)     Except as set forth on Schedule 3.06(b), all material items of Tangible Personal Property are in good operating condition, ordinary wear and tear excepted and have been maintained in accordance with normal industry practice.

(c)     No Person other than the Seller or its Affiliates has any rights to use any of the Tangible Personal Property, whether by lease, sublease, license or other instrument, other than set forth on Schedule 3.06(c).

Section 3.07     Real Property.

(a)     Schedule 3.07(a) contains a list of all real property (including any appurtenant easements, buildings, structures, fixtures and other improvements thereon) that is owned in fee simple by the Seller or its Affiliates, in each case, in connection with the Business (collectively, the “Owned Real Property”) and the principal use for such real property.

(b)     Schedule 3.07(b) contains a list of all material contracts, agreements and leases (collectively, “Real Property Leases”) pursuant to which the Seller or its Affiliates, leases, licenses or sublicenses real property (including any appurtenant easements, buildings, structures, fixtures and other improvements thereon) in connection with the Business (collectively, the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”) as lessee, licensee or sublicensee, as applicable.

(c)     Except as set forth on Schedule 3.07(c), the Seller and its Affiliates have good and marketable fee simple title to the Owned Real Property, in each case free and clear of Liens, other than Permitted Liens. Except as set forth on Schedule 3.07(c), immediately prior to the Closing, the Seller will not be obligated under, nor will be a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any of the Owned Real Property or any portion thereof or interest therein.

(d)     With respect to the Real Property, there is no (i) pending or, to the Knowledge of Seller, threatened condemnation, eminent domain or taking proceeding or (ii) to the Knowledge of Seller, private restrictive covenant or governmental use restriction (including zoning) on all or any portion of the Real Property that prohibits or materially interferes with the current use of the Real Property.

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(e)     Except as set forth on Schedule 3.07(e), within the past two (2) years, the Seller has not received any written notice of any material violation of any material Law affecting the Owned Real Property or the Real Property Leases or the Station’s use thereof.

(f)     Within the past two (2) years, the Seller has not received any written notice of any existing plan or study by any Governmental Authority or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any Owned Real Property or Real Property Leases and the Seller has no knowledge of any such plan or study with respect to which it has not received written notice. Except as set forth in the Revenue Leases, to the Knowledge of Seller, there is no Person in possession of any Owned Real Property other than the Seller. Except as identified in Schedule 3.07(f), no Person has any right to acquire any interests in any of the Owned Real Property.

Section 3.08     Contracts.

(a)     Schedule 3.08(a) sets forth, as of the date hereof, a true and complete list of the following Contracts related to the Business to which any of the Seller or its Affiliates is a party:

(i)     any Contract under which the aggregate payments or receipts for the past twelve (12) months exceeded, or for the following twelve (12) months is expected to exceed, $150,000;

(ii)     any Contract under which payments by or obligations of the Seller or its Affiliates, relating to the Business, will be increased, accelerated or vested by the occurrence (whether alone or in conjunction with any other event) of any of the transactions contemplated by this Agreement, or under which the value of the payments by or obligations of the Seller or its Affiliates, relating to the Business, will be calculated on the basis of any of the transactions contemplated by this Agreement, whether pursuant to a change in control or otherwise;

(iii)     any contract for Program Rights that involves cash payments or cash receipts in excess of $100,000 over the remaining term of such contract;

(iv)     any network affiliation agreement;

(v)     any retransmission consent agreement with any MVPD with more than 10,000 subscribers in the Station’s Market;

(vi)     any Contract that relates to an ownership interest in any corporation, partnership, joint venture or other business enterprise or other entity;

(vii)     any Real Property Lease;

(viii)     any Contract relating to the Business, that relates to the guarantee (whether absolute or contingent) by the Seller of (x) the performance of any other Person (other than their respective Affiliates) or (y) the whole or any part of the Indebtedness or liabilities of any other Person (other than their respective Affiliates);

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(ix)     any Bargaining Agreement;

(x)     any Contract that contains any power of attorney authorizing the incurrence of an obligation on the part of the Seller relating to the Business;

(xi)     any Contract that creates any partnership or joint venture or relates to the acquisition, issuance or transfer of any securities;

(xii)     any Contract that relates to the borrowing or lending of money;

(xiii)     any Contract that grants any Person an option or a right of first refusal, right of first offer or similar preferential right to purchase or acquire any Station Asset;

(xiv)     any Contract involving the purchase or sale of Real Property that has not closed as of the date hereof;

(xv)     any Contract entered into after January 1, 2013 relating to the acquisition or disposition of any material portion of the Business (whether by merger, sale of stock, sale of assets or otherwise);

(xvi)     any Contract involving construction, architecture, engineering or other agreements relating to uncompleted construction projects, in each case that involve payments in excess of $100,000;

(xvii)     any Contract involving compensation to any Transferred Employee (as defined in Section 8 hereof), or any Contract with an independent contractor or consultant engaged to perform services to the Business in excess of $100,000 per year (provided, however, that for purposes of this Section 3.8(a)(xiii), the term Contract shall not include at-will Contracts that can be terminated upon 30 days’ notice without penalty or additional payment);

(xviii)     any Contract with a Governmental Authority (other than ordinary course Contracts with Governmental Authorities as a customer) which imposes any material obligation or restriction on the Seller or its Affiliates as it relates to the Business; and

(xix)     any Contract relating to the use of a Station’s digital bit stream other than in connection with broadcast television services.

The contracts, agreements and leases required to be disclosed pursuant to this Section 3.08(a) are collectively referred to herein as the “Material Contracts”.

(b)     Each of the Material Contracts is in full force and effect and binding and enforceable upon the Seller or its Affiliates, as applicable, and, to the Knowledge of Seller, the other parties thereto, subject in each case to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity). Each of the Seller and its Affiliates have performed their respective obligations under each of the Material Contracts in all material respects and are not in material default thereunder, and to the Knowledge of Seller, no other party to any of the Material Contracts is in default thereunder in any material respect.

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Section 3.09     Environmental. Except as set forth on Schedule 3.09, and except as would not reasonably be expected to result in the owner or operator of the Station or the Real Property incurring liability under any applicable Environmental Law (a) to the Knowledge of Seller, the Station is and has been in compliance with all Environmental Laws applicable to the Station and the Real Property, which compliance includes obtaining, maintaining and complying in all material respects with all Permits, licenses or other authorizations required by Environmental Law and (b) no Actions are pending or, to the Knowledge of Seller, threatened against the Seller, the Station or the Real Property alleging a violation of or liability under Environmental Laws. To the Knowledge of Seller, no conditions exist at the Station or any Real Property that would reasonably be expected to result in the owner or operator of the Station or the Real Property incurring liability under Environmental Laws. The Seller has made available to Buyer copies or summaries of all current material non-privileged environmental assessments, audits, investigations or other similar environmental reports relating to the Station or the Real Property that are in the possession, custody or control of the Seller. To the Knowledge of Seller, there have been no Releases of Hazardous Materials at, from, to, on or under any Owned Real Property that give rise to an affirmative reporting or cleanup obligation under Environmental Law. There are no underground storage tanks at the Owned Real Property and Station does not utilize any underground storage tanks at the Real Property subject to the Real Property Leases.

Section 3.10     Intangible Property. Schedule 3.10 contains a description of all material Intellectual Property that is owned or licensed by the Seller or its Affiliates in connection with the Business or is registered or the subject of an application for registration with the U.S. Patent and Trademark Office (or any equivalent foreign office) (collectively, the “Intangible Property”). Except as set forth on Schedule 3.10, (i)  to the Knowledge of Seller, the Seller’s use of the Intangible Property does not infringe upon any third party’s Intellectual Property in any material respect, (ii) to the Knowledge of Seller, none of the Intangible Property is being infringed or misappropriated by any third party, (iii) no Intangible Property is the subject of any pending or, to the Knowledge of Seller, threatened Action claiming infringement of any third party’s Intellectual Property and (iv) in the past three (3) years, the Seller has not received any written claim asserting that its use of any Intangible Property is unauthorized or violates or infringes upon the Intellectual Property of any third party or challenging the ownership, use, validity or enforceability of any Intangible Property. To the Knowledge of Seller, the Seller is the owner of or has the valid right to use the Intangible Property free and clear of Liens, other than Permitted Liens, in the applicable jurisdictions in which such Intangible Property is currently being used.

Section 3.11     Employees; Labor Matters; Employee Benefit Plans.

(a)     Except as set forth on Schedule 3.11(a), the Seller, as it relates to the Station, has complied in all material respects with all labor and employment Laws, including those which relate to wages, hours, and conditions of employment, discrimination in employment, collective bargaining, equal opportunity, harassment, immigration status, disability, workers’ compensation, unemployment compensation, occupational health and safety and the collection and payment of withholding. Except as set forth on Schedule 3.11(a), as of the date hereof and since January 1, 2012, there has been no unfair labor practice charge against the Station pending or, to the Knowledge of Seller, threatened before the National Labor Relations Board, any state labor relations board or any court or tribunal, nor has any written complaint pertaining to any such charge or potential charge been delivered to the Seller. Except as set forth on Schedule 3.11(a), there is no strike, dispute, request for representation, slowdown, or stoppage pending or, to the Knowledge of Seller, threatened in respect to the Station. Other than the collective bargaining agreements set forth on Schedule 3.11(a) (the “Bargaining Agreements”), neither the Seller nor the Station is a party to any collective bargaining, union or similar agreement with respect to its respective Transferred Employees, and to the Knowledge of Seller, other than the labor union parties to the Bargaining Agreements, no union represents or claims to represent or is attempting to organize such Transferred Employees. The Seller’s the classification of each of its employees as exempt or nonexempt has been made in accordance with Law in all material respects.

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(b)     The Seller has made available to Buyer a list, dated as of no earlier than June 15, 2012, of all Transferred Employees, including the names, current rate of compensation, employment status (i.e., active, disabled, on authorized leave), department, title, whether covered by a collective bargaining agreement and whether full-time or part-time. Such list, redacted to delete current rate of compensation, is attached as Schedule 3.11(b).

(c)     Schedule 3.11(c) contains a list setting forth each employee benefit plan, program or arrangement currently sponsored, maintained or contributed to by the Seller or with respect to which the Station or may have any actual or contingent liability or obligation (including any such obligations under any terminated plan or arrangement), including employee benefit plans, as defined in Section 3(3) of ERISA, Multiemployer Plans, deferred compensation plans, stock option or other equity compensation plans, stock purchase plans, phantom stock plans, bonus plans, fringe benefit plans, life, health, dental, vision, hospitalization, disability and other insurance plans, employee assistance program, severance or termination pay plans and policies, and sick pay and vacation plans or arrangements, whether or not described in Section 3(3) of ERISA. Each and every such plan, program, agreement or arrangement is hereinafter referred to as an “Employee Plan”. With respect to each Employee Plan, Seller has provided or made available to Buyer the following (i) copies of all written Employee Plans (including all trust agreements, insurance or annuity contracts, investment management agreements, record keeping agreements and other material documents or instruments relating thereto), and in the case of any Employee Plan that is not in written form, an accurate description of all material terms, (ii) the three (3) most recent Annual Reports (Form 5500 Series) and accompanying schedules, if any, and the most recent actuarial report (to the extent applicable), (iii) the current summary plan description, if any exists, (iv) the most recent determination letter from the IRS, if any, with respect to each such Employee Plan which is intended to qualify under Section 401(a) of the Code, (v) all material correspondence from the IRS or the Department of Labor, and (vi) copies of non-discrimination testing results for the three most recent plan years. As of the Closing, the Transferred Employees shall cease to be eligible to participate in all Employee Plans.

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(d)     Except as set forth on Schedule 3.11(d), with respect to each Employee Plan, as applicable: (i) each has been established and is being operated in all material respects in compliance with its terms and all applicable Laws, including ERISA and the Code; (ii) no Actions or disputes are pending, or to the Knowledge of Seller, threatened that, if successful, would reasonably be expected to result in liability of $150,000 or more; (iii) no audits, inquiries, reviews, proceedings, claims, or demands are pending with any governmental or regulatory agency; (iv) there are no facts which could give rise to any material liability in the event of any such investigation, claim, Action, audit, review, or other proceeding; (v) all premiums, contributions, or other payments required to have been made by Law or under the terms of any Employee Plan or any Contract or agreement relating to any Employee Plan as of the Closing have been or will be made; (vi) all material reports, returns and similar documents required to be filed with any Governmental Authority or distributed to any plan participant have been duly and timely filed or distributed; (vii) no “prohibited transaction” has occurred within the meaning of the applicable provisions of ERISA or the Code; and (viii) there have been no acts or omissions by the Seller that have given or could give rise to any material fines, penalties, taxes or related charges under Sections 502(c), 502(i), 502(l), 502(m) or 4071 of ERISA or Section 511 or Chapter 43 of the Code, or under any other applicable Law, for which the Seller may be liable.

(e)     No Employee Plan provides for any payment by the Seller that would result in the payment of any compensation or other payments that would not be deductible under the terms of Section 280G of the Code after giving effect to the transactions contemplated hereby.

(f)     Except as set forth on Schedule 3.11(f), neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby shall: (i) result in the acceleration of the time of payment or vesting or creation of any rights of any current or former employee, manager, director or consultant to compensation or benefits under any Employee Plan or otherwise that would be payable by the Seller; (ii) result in any payment becoming due, or increase the amount of any compensation due, in each case, to any current or former employee, manager, or consultant of the Seller; or (iii) increase any benefits otherwise payable under any Employee Plan.

(g)     Except as set forth on Schedule 3.11(g), (i) the Seller does not and is not required to contribute, and has no liability or obligation, to any Multiemployer Plan, (ii) the Seller has not incurred and does not reasonably expect to incur any liability under Title IV of ERISA, and (iii) no Employee Plan is (w) subject to Section 412 of the Code or Title IV of ERISA, (x) is a “multiple employer plan” within the meaning of Section 210 of ERISA or Section 413(c) of the Code, (y) is a “multiple employer welfare arrangement” as such term is defined in Section 3(40) of ERISA, or (z) provides group health or death benefits following termination of employment, other than to the extent required by Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code or by a comparable state Law. With respect to any Multiemployer Plans set forth on Schedule 3.11(g): (A) all contributions required to be made with respect to Transferred Employees have been timely paid; (B) the Seller has not incurred and is not expected to incur, directly or indirectly, any withdrawal liability under ERISA with respect to any such plan (whether by reason of the transactions contemplated by the Agreement or otherwise); (C) the Seller has not withdrawn, partially withdrawn, or received any notice of any claim or demand for withdrawal liability or partial withdrawal liability against it; (D) no such plan is (or is expected to be) insolvent or in reorganization and no accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, exists or is expected to exist with respect to any such plan nor any such plan is or reasonably expected to be “at-risk” under Section 430 of the Code; and (E) the Seller has no actual or contingent liability under Section 4204 of ERISA.

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(h)     With respect to each Employee Plan intended to qualify under Section 401(a) of the Code: (i) the IRS has issued a favorable determination letter or opinion letter or advisory letter (copies of which have been provided to Buyer) upon which the Seller is entitled to rely under IRS pronouncements, that such plan is, and such plan and its related trust are in fact, qualified under Section 401(a) of the Code and the related trusts are exempt from federal Income Tax under Section 501(a) of the Code; and (ii) no such determination letter, opinion letter or advisory letter has been revoked nor has revocation been threatened, nor has any amendment or other action or omission occurred with respect to any such plan since the date of its most recent determination letter, opinion letter or advisory letter, or application therefor, in any respect which would adversely affect its qualification, or materially increase its costs.

(i)     Each Employee Plan that constitutes a nonqualified deferred compensation plan subject to Section 409A of the Code has been operated and administered in compliance, in both form and operation, with the provisions of Section 409A of the Code and the treasury regulations and other generally applicable guidance published by the IRS thereunder, and, to the extent not inconsistent therewith, the Employee Plan’s terms. The Seller is not a party to, and is not otherwise obligated under, any Employee Plan or otherwise, which provides for a gross up of Taxes imposed by Section 409A of the Code.

Section 3.12     Insurance. Schedule 3.12 lists all insurance policies maintained by the Seller covering the Station or the Business. All such policies are in full force and effect. There is no material claim pending under any such insurance policy as to which coverage has been questioned, denied or disputed by the underwriters of such insurance policy, and the Seller has not received any written threatened termination of any of such insurance policies.

Section 3.13     Compliance with Law; Permits. Subject to Section 3.04 and Schedules 3.04(a), (b) and (c), with respect to the FCC Licenses, and except as set forth on Schedule 3.13, (a) the Seller has complied in all material respects with all Laws and all decrees, judgments and orders of any Governmental Authority in respect of the operation of the Business and (b) there are no Actions (exclusive of investigations by or before the FCC) pending or, to the Knowledge of Seller, threatened against the Seller with respect to the Station, except for those affecting the television broadcast industry generally. Except as set forth on Schedule 3.13, (i) the Seller holds all the Permits, (ii) all such Permits are valid and in full force and effect and (iii)  the Seller is in material compliance with the terms of all Permits. To the Knowledge of Seller, there is no Action pending or, to the Knowledge of Seller, threatened regarding the suspension, revocation, or cancellation of any Permits.

Section 3.14     Litigation. Except as set forth on Schedule 3.14, as of the date hereof, there is no Action pending or, to the Knowledge of Seller, threatened against the Seller relating to the Business (a) that would reasonably be expected to result in damages in excess of $250,000 or (b) which would reasonably be expected to affect the Seller’s ability to perform its obligations under this Agreement or otherwise impede, prevent or materially delay the consummation of the transactions contemplated by this Agreement.

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Section 3.15     Financial Statements. Schedule 3.15 sets forth copies of the following financial statements from the Seller’s internal reporting system relating solely to the Business (such financial statements, collectively, the “Financial Statements”): (a) the unaudited balance sheet and statement of operations as of and for the fiscal year ended 2013 and (b) the unaudited balance sheet and statement of operations as of and for the six (6) months ended June 30, 2014. The Financial Statements have been derived from the books and records of the Seller and fairly present, in all material respects, the financial position and results of operations of the Business as of the dates thereof and for the periods indicated therein in conformity with GAAP (except insofar as such unaudited Financial Statements may omit footnotes and may be subject to potential year-end adjustments that are not expected, either individually or in the aggregate, to be material).

Section 3.16     No Undisclosed Liabilities. Except as set forth on Schedule 3.16, the Seller, as it relates to the Business, has no liabilities or obligations of any kind or nature, whether known or unknown, absolute or contingent, accrued or unaccrued which would be required to be disclosed on a balance sheet of the Business prepared in accordance with GAAP or the notes thereto, except for liabilities which are (a) reflected or reserved for in the Financial Statements, (b) included in the calculation of the Estimated Settlement Statement or Final Settlement Statement, (c) current liabilities incurred in the ordinary course of business since the Balance Sheet Date, (d) contractual and similar liabilities incurred in the ordinary course of business and not required to be disclosed on a balance sheet of the Business prepared in accordance with GAAP or the notes thereto, (d) liabilities arising under applicable Law and not required to be disclosed on a balance sheet of the Business prepared in accordance with GAAP or the notes thereto or (e) contemplated by this Agreement.

Section 3.17     Absence of Changes. Since the Balance Sheet Date, there have not been any events, changes or occurrences or state of facts that, individually or in the aggregate, have had or would reasonably be expected to have, a Material Adverse Effect. Since the Balance Sheet Date, the Station has been operated in all material respects in the ordinary course of business consistent with past practice and there has not been in respect of the Business any damage, destruction or loss, whether or not covered by insurance, with respect to any of its property and assets having a replacement cost of more than $100,000, in each case, which damage, destruction or loss has not been (or, as of the Closing, will not be) remedied.

Section 3.18     No Brokers. No broker, investment banker, financial advisor or other third party has been employed or retained by the Seller in connection with the transactions contemplated by this Agreement or is or may be entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission, or the reimbursement of expenses, in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Seller.

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Section 3.19     Related Party Transactions. As it relates to the Business, except as set forth on Schedule 3.19 and other than employment arrangements, the Seller is not currently party to any material Contract with any of its Affiliates as it relates to the Station.

Section 3.20     All Assets. Except as set forth on Schedule 3.20, Buyer, upon the Closing, will acquire all right, title and interest in all assets (including all Real Property) used primarily or held for use in the Business as conducted as of the date hereof free and clear of all Liens, other than Permitted Liens.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

Section 4.01     Existence and Power. Buyer is an organization duly formed, validly existing and in good standing under the Laws of the jurisdiction of its organization and has all organizational powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted.

 Section 4.02     Corporate Authorization.

(a)     The execution and delivery by Buyer of this Agreement and the Ancillary Agreements (to which Buyer will be a party), the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby are within Buyer’s company powers and have been duly authorized by all requisite organizational action on the part of Buyer.

(b)     This Agreement has been, and each Ancillary Agreement (to which Buyer is or will be a party) will be, duly executed and delivered by Buyer. This Agreement (assuming due authorization, execution and delivery by Seller) constitutes, and each Ancillary Agreement (to which Buyer is or will be a party) will constitute when executed and delivered by Buyer, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity).

Section 4.03     Governmental Authorization. The execution, delivery and performance by Buyer of this Agreement and each Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby require no action by or in respect of, or filing with or notification to, any Governmental Authority other than (a) the FCC Consent and DOJ approval of and to the Merger Transaction and (b) the Governmental Consents.

Section 4.04     Noncontravention. The execution, delivery and performance of this Agreement by Buyer and each Ancillary Agreement to which Buyer will be a party and the consummation of the transactions contemplated hereby and thereby do not and will not (a) violate or conflict with the organizational documents of Buyer, (b) assuming compliance with the matters referred to in Section 4.03, conflict with or violate any Law or Governmental Order applicable to Buyer, (c) require any consent or other action by or notification to any Person under, constitute a default under, or give to any Person any rights of termination, amendment, acceleration or cancellation of any right or obligation of Buyer or to a loss of any benefit relating to Seller to which Buyer is entitled under, any provision of any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other agreement or instrument to which Buyer is a party or by which any of Buyer’s assets is or may be bound or (d) result in the creation or imposition of any Lien (except for Permitted Liens) on any asset of Buyer, except, in the cases of clauses (b), (c) and (d), for any such violations, consents, actions, defaults, rights or losses as have not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Buyer or on Buyer’s ability to perform its obligations under this Agreement or the Ancillary Agreements.

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Section 4.05     Absence of Litigation. There are no Actions pending against or to the knowledge of Buyer, threatened, against Buyer before any Governmental Authority that in any manner challenges or seeks to prevent, enjoin, alter or delay materially the transactions contemplated by this Agreement.

Section 4.06     Qualifications. Except as set forth in Schedule 4.06, Buyer is legally, financially and otherwise qualified under the Communications Act and FCC Rules to acquire the FCC Licenses and own and operate the Station. Except as set forth on Schedule 4.06, (a) there are no facts known to Buyer that would disqualify Buyer as the assignee of the FCC Licenses or as owner and operator of the Station, (b) no waiver or exemption, whether temporary or permanent, of the Communications Act or FCC Rules is necessary for the FCC Consent to be obtained, (c) Buyer has no reason to believe that the FCC Application will be challenged or will not be granted by the FCC in the ordinary course due to any fact or circumstance relating to Buyer or any of its Affiliates or any of their respective officers, directors, shareholders, members or partners, and (d) no waiver of or exemption, whether temporary or permanent, from any provision of the Communications Act or FCC Rules is necessary for the FCC Consent to be obtained. Except as set forth in Schedule 4.06, Buyer is legally, financially and otherwise qualified under the Antitrust Laws to acquire the Station Assets and own and operate the Station.

Section 4.07     Brokers. There is no broker, finder, investment banker or other intermediary that has been retained by or is authorized to act on behalf of Buyer who is entitled to any fee or commission from either Buyer or any of its Affiliates upon consummation of the transactions contemplated by this Agreement and the Ancillary Agreements for which Seller could become liable.

Section 4.08     Financing. At Closing, Buyer will have, sufficient cash, available lines of credit or other sources of immediately available funds to enable it to make payment of the Purchase Price, all related fees and expenses in connection with the transactions contemplated by this Agreement and any other amounts to be paid by it in accordance with the terms of this Agreement.

Section 4.09     Projections and Other Information. Buyer acknowledges that, with respect to any projections, forecasts, business plans, budget information and similar documentation or information relating to Seller and the operation of the Station that Buyer has received from Seller or any of its Affiliates, (a) there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, (b) Buyer is familiar with such uncertainties, (c) Buyer hereby accepts full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (d) Buyer does not have, and will not assert, any claim against Seller or any of its members, officers, Employees, Affiliates or representatives, or hold Seller or any such Persons liable, with respect thereto. Buyer represents that neither Seller nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Seller, or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and neither Seller nor any of its Affiliates or any other Person will have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer or its representatives or Buyer’s use of, any such information, including any confidential memoranda distributed on behalf of Seller relating to Seller or other publications or data room information provided to Buyer or its representatives, or any other document or information in any form provided to Buyer or its representatives in connection with the sale of the Station Assets and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Section 4.09 will in any way limit Buyer’s rights (including under Section 10.03(a) and Article XII) with respect to the express representations and warranties of Seller in this Agreement.

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Section 4.10     Solvency. Buyer is not entering into the transactions contemplated hereby with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the transactions contemplated hereby, including the payment of the Purchase Price and payment of all related fees and expenses, Buyer and its Affiliates will be Solvent. For purposes of this Section 4.10, the term “Solvent” with respect to any Person means that, as of any date of determination, (a) the amount of the fair saleable value of the assets of such Person exceeds, as of such date, the value of all liabilities of such Person, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal Laws governing determinations of the solvency of debtors, (b) such Person will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which they are engaged or proposed to be engaged following such date, and (c) such Person will be able to pay its liabilities, including contingent and other liabilities, as they mature. For purposes of this definition, “not have an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged” means that the Person will be able to generate enough cash from operations, asset dispositions or refinancing, or a combination thereof, to meet their financial obligations as they become due.

ARTICLE V
COVENANTS OF SELLER

Section 5.01     Operations Pending Closing. Between the date hereof and the Closing, except as (a) set forth in this Agreement, (b) contemplated by the applicable subsection of Schedule 5.01, or (c) required by applicable Law or the regulations or requirements of any regulatory organization applicable to the Seller, unless Buyer otherwise consents in writing which request for consent shall be directed to and promptly considered in accordance with the terms and conditions of this Section 5.01 by Buyer and which consent shall (i) not be unreasonably withheld, conditioned or delayed in the case of clauses (c), (e), (f), (g), (h), (i), (l), (n), (r), (s), (t), (u) or (w), and (ii) which may otherwise be withheld in Buyer’s sole discretion, Seller shall:

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(a)     operate the Station in the ordinary course and in all material respects in accordance with the Communications Laws, the FCC Licenses and with all other applicable Laws;

(b)     not cause or permit, or agree or commit to cause or permit, by act or failure to act, any of the FCC Licenses to expire or to be revoked, suspended or adversely modified, or take or fail to take any action that would cause the FCC or any other Governmental Authority to institute proceedings (other than proceedings of general applicability) for the suspension, revocation or adverse modification of any of the FCC Licenses listed on Schedule 3.04(a);

(c)     other than in the ordinary course of business or for the purpose of disposing of obsolete or worthless assets, not (i) sell, lease, license or dispose of or agree to sell, lease, license or dispose of any material assets unless replaced with similar items of substantially equal or greater value and utility or (ii) create, assume or permit to exist any Liens upon their assets, except for Permitted Liens;

(d)     not dissolve, liquidate, merge or consolidate with any other entity;

(e)     maintain, repair and replace the Tangible Personal Property, including any Tangible Personal Property which has been damaged prior to Closing, and maintain, repair and replace the Real Property, including any improvements thereon, which has been damaged prior to Closing, in each case in the ordinary course of business;

(f)      (i) upon reasonable written advance notice, give Buyer and its representatives reasonable access at reasonable, mutually agreed-upon times during normal business hours to the Station, and furnish Buyer with information relating to the Business that Buyer may reasonably request, provided, however, that such access rights shall not be exercised in a manner that interferes with the Business and (ii) otherwise provide such reasonable assistance and cooperation as may be requested by Buyer from time to time prior to the Closing Date to reasonably facilitate the transition of the Business, including facilities, operations and applicable data, to Buyer upon and effective as of the Effective Time;

(g)     except as otherwise required by Law, not enter into, renew or renegotiate any employment agreement with a Transferred Employee providing for annual compensation in excess of $100,000, any severance agreement or any labor, or union agreement or plan, including any Collective Bargaining Agreement, that will be binding upon Buyer after the Closing;

(h)     not hire or terminate the employment of any Station general manager or any other Transferred Employee with annual aggregate non-equity compensation, including target bonuses, in excess of $100,000, excluding any terminations for “cause” as reasonably determined by Sellers;

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(i)     except in the ordinary course of business, not (i) materially increase the compensation or benefits payable to any Transferred Employee, or (ii) modify any severance policy applicable to any Transferred Employee that would result in any material increase in the amount of severance payable to any such Transferred Employee (or would materially expand the circumstances in which such severance is payable);

(j)     not sell, lease, license or otherwise dispose of or encumber any Station Asset except (i) pursuant to or in accordance with existing Assumed Contracts or (ii) immaterial Station Assets in the ordinary course of business consistent with past practices;

(k)     use commercially reasonable efforts to maintain the Station’s MVPD carriage existing as of the date of this Agreement;

(l)     except for agreements and contracts which can be terminated by the Seller without penalty upon notice of ninety (90) days or less, not (i) enter into any agreement or contract that would have been a Material Contract were the Seller a party or subject thereto on the date of this Agreement unless such agreement or contract (x) is entered into in the ordinary course of business and (y) does not involve payments by the Seller of greater than $250,000 during any twelve (12) month period, (ii) amend in any material respect any Material Contract unless such amendment (x) is effected in the ordinary course of business, (y) does not increase the amount of payments to be made by the Seller during any twelve (12) month period by $250,000 or more or (iii) terminate or waive any material right under any Material Contract other than in the ordinary course of business (excluding the expiration of any Material Contract in accordance with its terms) (it being understood that if any such entry into, or amendment or termination of any such agreement or contract is permitted pursuant to this Section 5.1(k) as a result of the references to acts taken in the ordinary course of business, but such action would otherwise be prohibited by any other provision of this Section 5.1, then this Section 5.1(k) shall not be interpreted to permit such action without the prior written consent of Buyer as contemplated hereby);

(m)     not enter into any Contract constituting a Sharing Agreement with respect to the Station;

(n)     not change any accounting practices, procedures or methods (except for any change required under GAAP or applicable law) or maintain its books and records, in each case in a manner other than in the ordinary course of business;

(o)     not make or agree or commit to make any capital expenditure, except (i) for capital expenditures equal to or less than $200,000 in connection with any particular project or equal to or less than $500,000 in the aggregate, and (ii) for emergency commitments or expenditures;

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(p)     maintain its qualifications to hold the FCC Licenses with respect to the Station and not take any action that will materially impair such FCC Licenses or such qualifications;

(q)     promote the programming of the Station (both on-air and using third party media) in the ordinary course of business, taking into account inventory availability;

(r)     not adopt, enter into or become bound by any new Employee Plan or amend, modify or terminate any Employee Plan, except (i) to comply with applicable Law, (ii) in the ordinary course of business consistent with past practices without any additional post-Closing material liability to the Seller or (iii) as otherwise contemplated by this Agreement;

(s)     keep in full force and effect the material insurance policies set forth on Schedule 3.12 (or other insurance policies comparable in amount and scope);

(t)     not make or rescind any election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or change any of its methods of reporting income or deductions on its Income Tax Returns, or the classifications of its existing property and assets, in each case, to the extent such action would reasonably be expected to materially and adversely affect Buyer or its Affiliates after the Closing;

(u)     not (i) enter into or agree or commit to enter into any new Tradeout Agreement relating to the Station with a value in excess of $40,000, and $200,000 in the aggregate, prior to Closing that will not be fully performed prior to the Closing or (ii) make any guarantee of commercial ratings other than in the ordinary course of business consistent with past practice;

(v)     (i) utilize the Program Rights only in the ordinary course of business consistent with past practice and (ii) not sell or otherwise dispose of any such Program Rights;

(w)     not extend credit to advertisers other than in the ordinary course of business consistent with past practice;

(x)     timely make retransmission consent elections with all MVPDs located in or serving the Station’s Markets;

(y)     not enter into any retransmission consent agreement relating to the Station other than as set forth on Schedule 5.01(y);

(z)     not enter into any Contract with any Affiliate or Subsidiary of Seller that survives the Closing; and

(aa)     not agree, commit or resolve to take any actions inconsistent with the foregoing.

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Section 5.02     No Negotiation. Until such time as this Agreement shall be terminated pursuant to Section 11.01, Seller, its Affiliates, and their respective members, officers, investment bankers and agents shall cease any discussions or negotiations with, and shall not, directly or indirectly, solicit, initiate, encourage or entertain any inquiries or proposals from, discuss or negotiate with, provide any nonpublic information to or consider the merits of any inquiries or proposals from any Person (other than Buyer) relating to the sale of all or a significant portion of the Station Assets (whether by sale of assets, equity, or otherwise); provided, that if Buyer and Seller, acting reasonably and in good faith, jointly determine that the FCC Consent or HSR Clearance (if necessary) is not likely to be obtained by the Outside Date identified in Section 11.01(b)(i) because of circumstances that do not involve a breach by either party of any representation, warranty, covenant, or other obligation under this Agreement, the parties shall execute a document suspending the applicability of this section. Seller shall notify Buyer of any such inquiry or proposal referenced herein within three (3) Business Day of receipt or the Knowledge of Seller of the same.

Section 5.03     No-Hire. During the period beginning on the date hereof and ending on the first (1st) anniversary of the Closing Date, the Seller, and its Affiliates will not, directly or indirectly, solicit to employ or hire any Employee who is contemplated to be or is a Transferred Employee, unless Buyer first terminates the employment of such employee, such employee voluntarily terminates without inducement by the Seller or its Affiliates, or Buyer gives its written consent to such employment or offer of employment; provided, however, that the Seller or its Affiliates shall be permitted to make a general solicitation for employment not targeted to any Employee of the Seller who is contemplated to be or is a Transferred Employee and shall not be prohibited from employing any such employee pursuant to such a general solicitation.

Section 5.04     Interim Reports. Within forty-five (45) days after the end of each calendar month during the period from the date hereof through the Closing, if applicable, the Seller shall provide to Buyer the unaudited balance sheet for the Station as of the end of such month and the related combined unaudited statement of operations for such month ended for the Station. Such reports shall be prepared on the same basis as the Financial Statements. The Seller shall also provide to Buyer weekly pacing reports for each of the Station promptly following the end of each week during the period from the date hereof through the Closing.

ARTICLE VI
COVENANTS OF BUYER

Section 6.01     Access to Information. After the Closing Date, upon reasonable notice, Buyer will promptly provide the Seller and its agents reasonable access to its properties, books, records, employees and auditors, at the sole cost and expense of the Seller, solely to the extent necessary to permit the Seller to determine any matter relating to its rights and obligations (or those of its Affiliates) hereunder, or to any period ending on or before the Closing Date; provided, that the Seller will hold, and will cause its agents to hold, in confidence, all confidential or proprietary information to which it has had access to pursuant to this Section 6.01; provided, further, that such access shall not unreasonably interfere with Buyer’s business or operations.

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Section 6.02     Accounts Receivable.

(a)     The Seller shall deliver to Buyer, on or promptly after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180^th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time.

(b)     Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer.

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(c)     The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section.

(d)     Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours.

(e)     Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable.

(f)     Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current.

(g)     The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables.

(h)     If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment.

(i)     All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

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Section 6.03     Termination of Rights to the Names and Marks. As soon as practicable after the Closing Date (and in any event within ninety (90) days thereafter), Buyer shall, and shall cause each of its Affiliates, to cease and discontinue all uses of, and delete or remove from all products, signage, vehicles, properties, technical information and promotional materials, the names and marks set forth on Schedule 6.03.

Section 6.04     Insurance Policies. All of the insurance policies with respect to the Station may be cancelled by the Seller as of the Closing Date, and any refunded premiums shall be retained by the Seller. Buyer will be solely responsible for acquiring and placing its casualty insurance, business interruption insurance, liability insurance and other insurance policies for the Station, including the Station Assets and Assumed Liabilities, for periods on and after the Effective Time.

Section 6.05     Title Commitments; Surveys. Buyer shall have the responsibility to obtain, at its sole option and expense, (a) commitments for owner’s and lender’s title insurance policies on the Owned Real Property and commitments for lessee’s and lender’s title insurance policies for all Real Property that is leased pursuant to a Real Property Lease (collectively, the “Title Commitments”), and (b) an ALTA survey on each parcel of Real Property (the “Surveys”); provided, however, that Seller shall provide Buyer with any existing Title Commitments and Surveys in the possession of Seller, to the extent Buyer is able to do so.  The Title Commitments will evidence a commitment to issue an ALTA title insurance policy insuring good, marketable and indefeasible fee simple (or leasehold, if applicable) title to each parcel of the Real Property contemplated above for such amount as Buyer directs.  Seller shall reasonably cooperate with Buyer in obtaining such Title Commitments and Surveys, provided that the Seller shall not be required to incur any cost, expense or other liability in connection therewith.  If the Title Commitments or Surveys reveal any Lien on the title other than Permitted Liens, Buyer shall notify Seller in writing of such objectionable matter as soon as Buyer becomes aware that such matter is not a Permitted Lien, and Seller agrees to use commercially reasonable efforts to remove such objectionable matter as required pursuant to the terms of this Agreement.

 Section 6.07     No-Hire. Except as pursuant to the terms of this Agreement, during the period beginning on the date hereof and ending on the first (1st) anniversary of the Closing Date, Buyer, and its Affiliates will not, directly or indirectly, solicit to employ or hire any employee of the Seller or its Affiliate whose primary work location is in the Market, unless the Seller first terminates the employment of such employee, such employee voluntarily terminates without inducement by Buyer or its Affiliates, or the Seller gives its written consent to such employment or offer of employment; provided, however, that Buyer or its Affiliates shall be permitted to make a general solicitation for employment (including in the Market) not targeted to any employee of the Seller and shall not be prohibited from employing any such employee pursuant to such a general solicitation.

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ARTICLE VII
JOINT COVENANTS

Section 7.01     Commercially Reasonable Efforts; Further Assurances.

(a)     Subject to the terms and conditions of this Agreement, Buyer and the Seller will each use commercially reasonable efforts to take, or cause to be taken, all actions, and do, or cause to be done, all efforts reasonably necessary or desirable under applicable Law to consummate the transactions contemplated by this Agreement.

(b)     In furtherance and not in limitation of Section 7.01(a), Buyer and the Seller shall prepare and file with the FCC as soon as practicable but in no event later than five (5) Business Days after the date hereof the requisite applications (collectively, the “FCC Application”) and other necessary instruments or documents requesting the FCC Consent and thereupon prosecute the FCC Application with all reasonable diligence to obtain the requisite FCC Consent; provided, that, except as set forth in the following sentence, neither Buyer nor the Seller shall be required to pay consideration to any third party to obtain the FCC Consent. Buyer and the Seller shall each pay one-half (1/2) of the FCC filing fees relating to the transactions contemplated hereby, irrespective of whether the transactions contemplated by this Agreement are consummated. Buyer and the Seller shall each oppose any petitions to deny or other objections filed with respect to the FCC Application to the extent such petition or objection relates to such party. Except as set forth on Schedule 7.01, neither the Seller nor Buyer shall take any intentional action, or intentionally fail to take any action, which would reasonably be expected to materially delay the receipt of the FCC Consent. To the extent necessary, the Seller shall promptly enter into a tolling agreement or other arrangement if requested by the FCC with respect to any complaints regarding the FCC Licenses, and, subject to the indemnification obligation set forth in Section 12.03(a)(iii), Buyer shall accept liability in connection with any enforcement Action by the FCC with respect to such complaints as part of such tolling or other arrangement provided that it is understood and agreed that Buyer shall be entitled to indemnification from any such liability under Section 12.03(a)(iii) as if it were an Excluded Liability. If the Closing shall not have occurred for any reason within the original effective period of the FCC Consent, and neither party shall have terminated this Agreement under Article XI, Buyer and the Seller shall jointly request an extension of the effective period of the FCC Consent. No extension of the FCC Consent shall limit the right of either party to exercise its rights under Article XI.

(c)     Within five (5) Business Days after the date of this Agreement, Buyer and the Seller shall make all required filings (if necessary) with the Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) pursuant to the HSR Act, with respect to the transactions contemplated hereby (including a request for early termination of the waiting period thereunder), and shall thereafter promptly respond to all requests received from such agencies for additional information or documentation. Expiration or termination of any applicable waiting period under the HSR Act is referred to herein as the “HSR Clearance”. Any filing fees payable under the HSR Act relating to the transactions contemplated hereby shall be borne one-half (1/2) by each the Buyer and the Seller.

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(d)     In connection with the efforts referenced in Section 7.01(a), and Section 7.01(b), to obtain the FCC Consent and HSR Clearance (if necessary), Buyer and the Seller shall (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, and (ii) keep the other party informed in a timely manner and in all material respects of any material communication received by such party from, or given by such party, to the FCC, FTC, DOJ or any other Governmental Authority (including the provision of copies of any pleadings, documents, or other communications exchanged with the FCC, FTC, DOJ or any other Governmental Authority) and the material non-confidential portions of any communications received or given by a private party with respect to this Agreement and the transactions contemplated hereby), (iii) permit the other party to review any material non-confidential portions of any communication given or to be given by it to the FCC, FTC, DOJ and any other Governmental Authority with respect to this Agreement and the transactions contemplated hereby, and (iv) consult with each other in advance of and be permitted to attend any meeting or conference with, the FCC, FTC, DOJ or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, in each case regarding any of the transactions contemplated by this Agreement.

Section 7.02     Confidentiality. Buyer and the Seller (or Affiliates thereof) are parties to the Confidentiality Agreement with respect to the Seller, Buyer and the Station. To the extent not already a direct party thereto, Buyer and the Seller hereby assume (and agrees to cause each assignee to assume) the Confidentiality Agreement and agrees to be bound by the provisions thereof. Without limiting the terms of the Confidentiality Agreement, subject to the requirements of applicable Law, all non-public information regarding the Seller, Buyer and their Affiliates and their business and properties that is disclosed in connection with the negotiation, preparation or performance of this Agreement (including, without limitation, all financial information provided by the Seller to Buyer) shall be confidential and shall not be disclosed to any other Person, except Buyer’s and the Seller’s representatives and Buyer’s and its Affiliates’ lenders for the purpose of consummating the transaction contemplated by this Agreement.

Section 7.03     Certain Filings; Further Actions. The Seller and Buyer shall cooperate with one another (a) in determining whether any Action by or in respect of, or filing with, any Governmental Authority is required, or any Actions, consents, approvals or waivers are required to be obtained from parties to any Assumed Contracts, in connection with the consummation of the transactions contemplated by this Agreement and (b) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers; provided, that the Seller and Buyer shall not be required to pay consideration to obtain any such consent, approval or waiver.

Section 7.04     Control Prior to Closing. This Agreement and, without limitation, the covenants in Article V, are not intended to and shall not be construed to transfer control of the Station or to give Buyer any right, directly or indirectly, to control, supervise or direct, or attempt to control, supervise or direct, the personnel, programming or finances, or any other matter relating to the operation of the Station prior to the Closing, and the Seller shall have ultimate control and supervision of all aspects of Station operations up to the time of the Closing.

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Section 7.05     Public Announcements. The parties shall agree on the terms of any press release, if any, that announces the transactions contemplated hereby and each party will obtain the other party’s prior written consent before issuing any press release or making any public announcement regarding this Agreement or the transactions contemplated hereby; provided, that either party shall be permitted without the consent of the other to issue any press releases or public statements which may be required by applicable Law or any listing agreement with any national securities exchange; provided further, that prior to the issuance of such press release or public statement, the other party shall be provided notice and an opportunity to comment on such press release or public statement. Notwithstanding anything to the contrary in this Section 7.05, the parties acknowledge that this Agreement and the FCC Application will be filed with the FCC and a local public notice will be broadcast on the Station and published in a local newspaper pursuant to applicable FCC Rules.

Section 7.06     Notices of Certain Events. From the date hereof until the earlier to occur of the Closing Date or the termination of this Agreement in accordance with Article XI, the Seller, on the one hand, and Buyer, on the other hand, shall each promptly notify the other of:

(a)     any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement;

(b)     in the case of the Seller, (i) the occurrence or non-occurrence of any event which, to the Knowledge of Seller, has caused any representation or warranty made by it herein to be untrue or inaccurate in any material respect at any time on or after the date hereof and prior to the Closing and (ii) any material failure on the part of the Seller to comply with or satisfy any covenant, condition or agreement set forth herein to be complied with or satisfied by the Seller hereunder on or after the date hereof and prior to the Closing; and

(c)     in the case of Buyer, (i) the occurrence or non-occurrence of any event which, to its knowledge and the knowledge of its chief executive officer and chief operating officer (or persons holding similar positions), has caused any representation or warranty made by it herein to be untrue or inaccurate, in any material respect at any time on or after the date hereof and prior to the Closing and (ii) any material failure on the part of Buyer to comply with or satisfy any covenant, condition or agreement set forth herein to be complied with or satisfied by Buyer hereunder on or after the date hereof and prior to the Closing.

Section 7.07     Retention of Records; Post-Closing Access to Records.

(a)     Notwithstanding anything to the contrary contained in this Agreement, the Seller and its Affiliates may retain and use, at their own expense, copies of all documents or materials transferred hereunder, in each case, which (i) are used in connection with the businesses of the Seller or its Affiliates, other than the operation of the Station, (ii) the Seller or any of its Affiliates in good faith determines that it is reasonably likely to need access to in connection with the defense (or any counterclaim, cross-claim or similar claim in connection therewith) of any Action against or by the Seller or any of its Affiliates pending or threatened as of the Closing Date, or (iii) the Seller or any of its Affiliates in good faith determines it is reasonably likely to need access to in connection with any filing, report, or investigation to or by any Governmental Authority subject, in the case of clauses (ii) and (iii), to the reasonable agreement of the parties as to maintaining the confidentiality of any such materials and information.

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(b)     Notwithstanding anything to the contrary contained in this Agreement, for a period of three (3) years after the Closing Date, the Seller and its Affiliates shall maintain, and provide Buyer and its representatives reasonable access to, those records of the Seller and its Affiliates insofar as they relate to the Station Assets that relate to periods prior to the consummation of the Closing, during normal business hours and on at least ten (10) Business Days’ prior written notice (or such shorter time period as necessitated by the urgency of the underlying facts and circumstances). If the Seller or any of its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such three (3)-year period in accordance with the record retention policies of the Seller then in effect, the Seller shall, prior to such disposal, give Buyer ten (10) Business Days’ prior notice to enable Buyer, at Buyer’s expense, to segregate and remove such books and records as Buyer may select, subject to destruction of correspondence and other similar documents in the ordinary course, in accordance with customary retention policies and applicable Law.

Section 7.08     Cooperation in Litigation. Buyer and the Seller shall (and shall cause their respective Affiliates to) reasonably cooperate with each other at the requesting party’s expense in the prosecution or defense of any Action arising from or related to the operation of the Station and involving one or more third parties. The party requesting such cooperation shall pay the reasonable out-of-pocket expenses (excluding internal costs) incurred in providing such cooperation (including reasonable legal fees and disbursements) by the party providing such cooperation and by its Affiliates and its and their officers, members, directors, employees and agents.

Section 7.09     Financial Statement Assistance.

(a)     Buyer acknowledges that the parent company of Seller is a public company listed on the New York Stock Exchange and, as such, has certain financial reporting obligations under applicable Law and/or stock exchange requirements, which may require such parent company to file with the Securities and Exchange Commission (“SEC”) on a Current Report on Form 8-K certain audited and unaudited  financial statements and related footnotes for the Station and other television stations being sold to Buyer and its Affiliates by Seller and its Affiliates for certain periods and pro forma financial statements of such parent company giving effect to the transaction contemplated hereby and such other acquisitions, all of which must be prepared in accordance with GAAP and the requirements of the Securities Exchange Act and the pronouncements of the SEC thereunder (the “Post-Closing Financial Statements”).

(b)     In order that parent company of Seller may comply with its obligation as described under Section 7.09(a) above, prior to and after the Closing, Buyer shall reasonably assist Seller in the preparation of the Post-Closing Financial Statements, including by, among other things,  providing reasonable access to Seller and its auditors and other representatives of Seller as reasonably necessary, to all work papers of Buyer, accounting books and records relating to the Station and the other applicable television stations during the relevant periods and to the appropriate personnel of Buyer to verify the accuracy, presentation and other matters relating to the preparation of the Post-Closing Financial Statements.

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ARTICLE VIII
EMPLOYEE MATTERS

Section 8.01     Employment.

(a)     On or before the Closing Date, Buyer shall offer employment as of the Closing Date to each Employee employed immediately prior to the Closing Date, including those listed on Schedule 3.11(b), who is not on authorized or unauthorized leave of absence, sick leave, short or long-term disability leave, military leave or layoff with recall rights (“Active Employees”). Employees who are on authorized leave of absence, sick leave, short or long-term disability leave, military leave or layoff with recall rights (collectively, “Inactive Employees”) shall be offered employment by Buyer only if they return to active employment immediately following such absence within six (6) months of the Closing Date, or such later date as required under applicable Law, who accept Buyer’s offer of employment and commence employment on the applicable Employment Commencement Date are hereinafter referred to collectively as the “Transferred Employees.” The “Employment Commencement Date” as referred to herein shall mean (i) as to those Transferred Employees who are Active Employees hired upon the Closing Date, the Closing Date, and (ii) as to those Transferred Employees who are Inactive Employees, the date on which the Transferred Employee begins employment with Buyer. Buyer shall employ at-will those Transferred Employees who are not Union Employees (the “Non-Union Transferred Employees”) and who do not have employment agreements with Seller (or its Affiliates) initially at a monetary compensation (consisting of base salary, and, as applicable, commission rate and normal bonus opportunity) materially comparable to those provided to similarly situated employees of Buyer immediately prior to the Employment Commencement Date. The initial terms and conditions of employment for those Non-Union Transferred Employees who have employment agreements with the Seller (or its Affiliates) shall be as set forth in such employment agreements; provided, that Buyer may require such Non-Union Transferred Employees to execute comparable new employment agreements with Buyer as a condition of employment. From the Employment Commencement Date until at least one (1) year after the Closing Date, Buyer shall provide each Non-Union Transferred Employee employed by Buyer with compensation that, in the aggregate, is no less favorable than the compensation provided to the Non-Union Transferred Employees immediately prior to the Effective Time and employee benefits that, in the aggregate, are no less favorable than the employee benefits provided by Buyer to similarly situated employees of Buyer, provided that sales commissions and bonuses based on performance may be less to the extent of changes in performance by such Non-Union Transferred Employee, to the extent such sales commissions and bonuses are based thereon; provided, however, that, except as set forth in Section 8.05, Buyer shall not be obligated to provide Transferred Employees credit for past time with respect to sick leave. Buyer agrees that Buyer shall provide severance benefits to the Transferred Employees on terms that are at least favorable to those provided to similarly situated employees of Buyer. To the extent permitted by Law, Buyer shall give Transferred Employees full credit for purposes of eligibility waiting periods and vesting, and for benefit accrual (other than benefit accrual under a defined benefit pension plan) under the employee benefit plans or arrangements or severance practices maintained by the Buyer or its Affiliates in which such Transferred Employees participate for such Transferred Employees’ service with the Seller or its Affiliates or predecessors.

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(b)     Buyer shall employ those Transferred Employees that are Union Employees in accordance with the terms and conditions established in the applicable Bargaining Agreement and under applicable Law. If and to the extent any Seller has entered into or is bound by any Bargaining Agreements, Buyer and Seller shall cooperate fully in the assignment and assumption of such Bargaining Agreements and in any negotiations with respect thereto such that, as of the Closing Date, Buyer shall have (whether through such an assumption, negotiations or otherwise) the same rights and obligations with respect to the Union Employees who are Transferred Employees as Seller had immediately before such date.

Section 8.02     Savings Plan. Buyer shall cause a tax-qualified defined contribution plan established or designated by Buyer (a “Buyer’s 401(k) Plan”) to accept rollover contributions from the Transferred Employees of any account balances distributed to them by the Seller’s 401(k) Plan. Buyer shall allow any such Transferred Employees’ outstanding plan loan to be rolled into Buyer’s 401(k) Plan. The distribution and rollover described herein shall comply with applicable Law, and each party shall make all filings and take any actions required of such party by applicable Law in connection therewith. Buyer’s 401(k) Plan shall credit Transferred Employees with service credit for eligibility and vesting purposes for service recognized for the equivalent purposes under the Seller’s 401(k) Plan.

Section 8.03     Employee Welfare Plans. The Seller shall retain responsibility for and continue to pay all medical, life insurance, disability and other welfare plan expenses and benefits for each Transferred Employee with respect to claims incurred under the terms of the Employee Plans by such Employees or their covered dependents prior to the Employment Commencement Date. Expenses and benefits with respect to claims incurred by Transferred Employees or their covered dependents on or after the Employment Commencement Date shall be the responsibility of Buyer, subject to the terms and conditions of Buyer’s welfare plans. With respect to any welfare benefit plans maintained by Buyer for the benefit of Transferred Employees on and after the Employment Commencement Date, to the extent permitted by applicable Law, Buyer shall (a) cause there to be waived any eligibility requirements or pre-existing condition limitations to the same extent waived generally by Buyer with respect to its employees and (b) give effect, in determining any deductible and maximum out-of-pocket limitations, amounts paid by such Transferred Employees with respect to similar plans maintained by the Seller.

Section 8.04     Vacation. Buyer will assume all liabilities for unpaid, accrued vacation and personal time of each Transferred Employee as of the Employment Commencement Date, giving service credit under Buyer’s vacation and personal time policy for service with the Seller and shall permit Transferred Employees to use their vacation and personal time entitlement accrued as of the Closing Date in accordance with Buyer’s policy for carrying over unused vacation and personal time. To the extent that, following the Closing Date Buyer’s policies do not permit a Transferred Employee to use any accrued and unused vacation and personal time for which Buyer has assumed the liabilities hereunder (other than as a result of such Transferred Employee’s failure to use such vacation and personal time despite his or her eligibility to do so, without adverse consequences, under Buyer’s policies), Buyer will pay such Transferred Employee for any such vacation and personal time. Service with the Seller shall be taken into account in determining Transferred Employees’ vacation and personal time entitlement under Seller’s vacation and personal time policy after the Closing Date. Notwithstanding any provision in this Agreement to the contrary, no Transferred Employee shall be entitled to receive duplicate credit for the same period of service.

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Section 8.05     Sick Leave. Buyer will assume all liabilities for unpaid, accrued sick leave of each Transferred Employee as of the Employment Commencement Date, giving service credit under Buyer’s sick leave for service with the Seller, and Buyer shall grant credit to Transferred Employees for all unused sick leave accrued by such Transferred Employee on the basis of their service during the current calendar year as employees of the Seller in accordance with the Seller’s policy on sick leave.

Section 8.06     No Further Rights. Without limiting the generality of Section 13.08, nothing in this Article VIII, express or implied, is intended to confer on any Person (including any Transferred Employees and any current or former Employees of the Seller) other than the parties hereto and their respective successors and permitted assigns any rights, benefits, remedies, obligations or liabilities under or by reason of this Article VIII. Accordingly, notwithstanding anything to the contrary in this Article VIII, this Agreement is not intended to create a Contract between Buyer, the Seller and any of their respective Affiliates on the one hand and any Employee of the Seller on the other hand, and no Employee of the Seller may rely on this Agreement as the basis for any breach of contract claim against Buyer or the Seller.

 8.07     Flexible Spending Plan. As of the Employment Commencement Date, the Seller shall transfer, or use commercially reasonable efforts to cause to be transferred, from the Employee Plans that are medical and dependent care account plans (each, a “Seller FSA Plan”) to one or more medical and dependent care account plans established or designated by Buyer (collectively, the “Buyer FSA Plan”) the account balances (positive or negative) of Transferred Employees, and Buyer shall be responsible for the obligations of the Seller FSA Plans to provide benefits to the Transferred Employees with respect to such transferred account balances at or after the Employment Commencement Date (whether or not such claims are incurred prior to, on or after such date). Each Transferred Employee shall be permitted to continue to have payroll deductions made as most recently elected by him or her under the applicable Seller FSA Plan. As soon as reasonably practicable following the end of the plan year for the Buyer FSA Plan, including any grace period, Buyer shall promptly reimburse Seller for benefits paid by the Seller FSA Plans to any Transferred Employee prior to the Employment Commencement Date to the extent in excess of the payroll deductions made in respect of such Transferred Employee at or prior to the Employment Commencement Date but only to the extent that such Transferred Employee continues to contribute to the Buyer FSA Plan the amount of such deficiency. This Section 8.07 shall be interpreted and administered in a manner consistent with Rev. Rul. 2002-32.

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 8.08     Payroll Matters. The Seller and Buyer shall utilize the following procedures for preparing and filing Internal Revenue Service Forms W-2 (Wage and Tax Statements), as described in Revenue Procedure 2004-53 for Transferred Employees:

(a)     (i) The Seller shall provide all required Forms W-2 to (x) all Transferred Employees reflecting wages paid and taxes withheld by the Seller prior to the Employment Commencement Date, and (y) all other Employees and former Employees of the Seller who are not Transferred Employees reflecting all wages paid and taxes withheld by the Seller, and (ii) Buyer (or one of its Affiliates) shall provide all required Forms W-2 to all Transferred Employees reflecting all wages paid and taxes withheld by Buyer (or one of its Affiliates) on and after the Employment Commencement Date.

(b)     The Seller and Buyer shall adopt the “alternative procedure” of Revenue Procedure 2004-53 for purposes of filing Internal Revenue Service Forms W-4 (Employee’s Withholding Allowance Certificate) and W-5 (Earned Income Credit Advance Payment Certificate). Under this procedure, the Seller shall provide to Buyer all Internal Revenue Service Forms W-4 and W-5 on file with respect to each Transferred Employee and any written notices received from the Internal Revenue Service under Reg. § 31.3402(f)(2)-1(g)(5) of the Code, and Buyer will honor these forms until such time, if any, that such Transferred Employee submits a revised form.

(c)     With respect to garnishments, tax levies, child support orders, and wage assignments in effect with the Seller on the Employment Commencement Date for Transferred Employees and with respect to which the Seller has notified Buyer in writing, Buyer shall honor such payroll deduction authorizations with respect to Transferred Employees and will continue to make payroll deductions and payments to the authorized payee, as specified by a court or order which was filed with the Seller on or before the Employment Commencement Date, to the extent such payroll deductions and payments are in compliance with applicable Law, and the Seller will continue to make such payroll deductions and payments to authorized payees as required by Law with respect to all other Employees of the Seller who are not Transferred Employees. The Seller shall, as soon as practicable after the Employment Commencement Date, provide Buyer with such information in the possession of the Seller as may be reasonably requested by Buyer and necessary for Buyer to make the payroll deductions and payments to the authorized payee as required by this Section 8.08(c).

Section 8.09     WARN Act. Buyer shall not take any action on or after the Effective Date that would cause any termination of employment of any Employees by Seller that occurs before the Closing to constitute a “plant closing” or “mass layoff” under the Worker Adjustment and Retraining Act of 1988, as amended (the “WARN Act”) or any similar state or local Law, or to create any liability to Seller for any employment terminations under applicable Law. The Assumed Liabilities shall include all liabilities with respect to any amounts (including any severance, fines or penalties) payable under or pursuant to the WARN Act or any similar state or local Law with respect to any Employees who do not become Transferred Employees as a result of Buyer’s failure to extend offers of employment or continued employment as required by Section 8.01 or in connection with events that occur from and after the Closing, and Buyer shall reimburse the Seller for any such amounts.

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ARTICLE IX
TAX MATTERS

Section 9.01     Bulk Sales. The Seller and Buyer hereby waive compliance with the provisions of any applicable bulk sales law and no representations, warranty or covenant contained in this Agreement shall be deemed to have been breached as a result of such noncompliance; provided, that subject to Section 9.02, Seller shall be liable for any liability arising from such non-compliance solely in accordance with Buyer’s right to indemnification in accordance with Article XII.

Section 9.02     Transfer Taxes. All Transfer Taxes arising out of or in connection with the transactions effected pursuant to this Agreement shall be shared equally by the Seller and Buyer. The party which has the primary responsibility under applicable Law for the payment of any particular Transfer Tax, shall prepare the relevant Tax Return and notify the other party in writing of the Transfer Taxes shown on such Tax Return. Such other party shall pay the party that paid the Transfer Tax an amount equal to fifty percent (50%) of such Transfer Taxes by check or wire transfer of immediately available funds no later than the date that is the later of (i) five (5) Business Days after the date of such notice or (ii) two (2) Business Days prior to the due date for such Transfer Taxes. The Seller and Buyer shall cooperate in the preparation, execution and filing of all Transfer Tax Returns and shall cooperate in seeking to secure any available exemptions from such Transfer Taxes.

Section 9.03     FIRPTA Certificate. The Seller shall deliver to Buyer on the Closing Date, duly completed and executed certificates of non-foreign status pursuant to section 1.1445-2(b)(2) of the Treasury regulations sufficient to exempt Buyer from the requirements of Code Section 1445(a). The sole remedy, including for purposes of Section 10.03 and Article XI or Article XII for failure to provide any such certificate shall be to permit Buyer to make any withholdings as are required pursuant to Section 1445 of the Code.

Section 9.04     Taxpayer Identification Numbers. The taxpayer identification numbers of Buyer and Seller are set forth on Schedule 9.04.

Section 9.05     Taxes and Tax Returns. The Seller shall be liable for payment of and shall prepare and properly file on a timely basis true, complete and accurate Tax Returns and other documentation for any and all Taxes incurred with respect to the Station Assets and the operation of the Station for any Pre-Closing Tax Period, and Buyer shall be liable for payment of and shall prepare and properly file on a timely basis true, complete and accurate Tax Returns and other documentation for any and all Taxes incurred with respect to the Station Assets and the operation of the Station for any Post-Closing Tax Period. Buyer shall prepare and properly file, consistent with past practice, all Tax Returns for any taxable period beginning before and ending after the Effective Time (a “Straddle Period”). Notwithstanding anything to the contrary in this Section 9.05, all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Station Assets for any Straddle Period shall be apportioned between Seller, on the one hand, and Buyer, on the other hand, based on the number of days of such period up to the Effective Time and the number of days of such period after the Effective Time, and Seller shall be liable for the proportionate amount of such Taxes that is attributable to the portion of the Straddle Period up to the Effective Time, and Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the portion of the Straddle Period beginning after the Effective Time.

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Section 9.06     Purchase Price Allocation. Within 270 days after the Closing Date, the Seller shall provide to Buyer an allocation of the applicable portions of the Purchase Price among the Station Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or foreign Law, as appropriate) and Buyer and the Seller shall use such allocation in the filing of any and all Tax Returns and other relevant documents with any other Governmental Authority. The Seller shall provide Buyer with any comments on such schedule within fifteen (15) Business Days after the date thereof, and Buyer and the Seller agree to negotiate in good faith regarding the allocation of the Purchase Price (unless Buyer does not provide any comments within the time period set forth herein, in which case Seller’s proposed allocation shall be deemed final). If the parties are unable to reach agreement with respect to such allocation then the parties shall have no further obligation under this Section 9.06 and each party shall make its own determination of such allocation for financial and Tax reporting purposes.

ARTICLE X
CONDITIONS TO CLOSING

Section 10.01     Conditions to Obligations of Buyer and Seller. The obligations of Buyer and the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following conditions:

(a)     No provision of any applicable Law and no Governmental Order shall prohibit the consummation of the Closing.

(b)     The Merger Closing shall have occurred.

(c)     The closing of the transactions contemplated by the Other Purchase Agreements shall have occurred.

(d)     The HSR Clearance shall have been obtained, if necessary.

(e)     The FCC Consent shall have been granted.

Section 10.02     Conditions to Obligations of Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following further conditions:

(a)     The representations and warranties of Buyer made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement.

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(b)     Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date.

(c)     Seller shall have received a certificate dated as of the Closing Date from Buyer, executed by an authorized officer of Buyer, to the effect that the conditions set forth in this Section 10.02(a) have been satisfied.

(d)     Seller shall have received the following documents:

(i)     the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization;

(ii)     a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and

(iii)     a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby.

(e)     Buyer shall have tendered the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement.

Section 10.03     Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following further conditions:

(a)     The representations and warranties of the Seller made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect.

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(b)     Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date.

(c)     Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by an authorized officer of Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfied.

(d)     Buyer shall have received the following documents:

(i)     the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization;

(ii)     a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and

(iii)     a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and thereby.

(e)     The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e).

(f)     The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender.

(g)     The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

ARTICLE XI
TERMINATION

Section 11.01     Termination. This Agreement may be terminated at any time prior to the Closing as follows:

(a)     by the mutual written consent of the Seller and Buyer;

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(b)     either by the Seller or by Buyer:

(i)     if the Closing shall not have occurred on or before the twelve (12) month anniversary of the date of this Agreement (the “Outside Date”)¹³ so long as the terminating party is not then in breach of any of its representations, warranties, covenants or agreements contained in this Agreement to the extent that would give the other party the right not to close pursuant to Section 10.02 or Section 10.03, as the case may be;

(ii)     if the FCC denies the FCC Application and FCC counsel for the Seller and Buyer agree that the FCC Consent is not likely to be obtained by the Outside Date;

(iii)     if there shall be any Law that prohibits consummation of the transactions contemplated by this Agreement or if a Governmental Authority of competent jurisdiction shall have issued a Government Order enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement, and such Government Order shall have become final and non-appealable;

(iv)     upon the termination of the Merger Agreement; or

(v)     upon the termination of an Other Purchase Agreement pursuant to the terms thereof.

(c)     by the Seller:

(i)     upon a breach of any representation, warranty, covenant or agreement on the part of Buyer set forth in this Agreement, or if any representation or warranty of Buyer shall have become untrue, in either case such that the condition set forth in Section 10.02(a) would not be satisfied, unless such breach or untruth can be cured prior to Closing and after receipt of written notice thereof, Buyer proceeds in good faith to cure such breach or untruth as promptly as practicable; provided, that the Seller shall not have the right to terminate this Agreement pursuant to this Section 11.01(c) if the Seller is then in breach of any of its representations, warranties, covenants or agreements contained in this Agreement to an extent which would give Buyer the right not to close pursuant to Article X;

(ii)     if all of the conditions set forth in Section 10.01 and Section 10.03 have been satisfied (other than those conditions that by their nature cannot be satisfied other than at the Closing, including the condition set forth in Section 10.03(d)) and Buyer fails to consummate the transactions contemplated by this Agreement within the earlier of (i) two (2) Business Days after the date the Closing should have occurred pursuant to Section 2.08 and (ii) the later of the date the Closing should have occurred pursuant to Section 2.08 and one (1) Business Day before the Outside Date, and the Seller stood ready, willing and able to consummate the transactions contemplated by this Agreement during such period; and

¹³ NTD: For WJAR, the Outside Date shall be 180 days from the closing of the sale of WHTM (to qualify as a 1031 exchange), the termination upon such Outside Date shall be at the option of Buyer.

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(d)     by Buyer:

(i)     upon a breach of any representation, warranty, covenant or agreement on the part of the Seller set forth in this Agreement, or if any representation or warranty of Seller shall have become untrue, in either case such that the condition set forth in Section 10.03(a) would not be satisfied, unless such breach or untruth can be cured prior to Closing and after receipt of written notice thereof, the Seller proceeds in good faith to cure such breach or untruth as promptly as practicable; provided, that Buyer shall not have the right to terminate this Agreement pursuant to this Section 11.01(d) if Buyer is then in breach of any of its representations, warranties, covenants or agreements contained in this Agreement to an extent which would give the Seller the right not to close pursuant to Article X; or

(ii)     if all of the conditions set forth in Section 10.01 and Section 10.02 have been satisfied (other than those conditions that by their nature cannot be satisfied other than at the Closing) and Seller fails to consummate the transactions contemplated by this Agreement within the earlier of (i) two (2) Business Days after the date the Closing should have occurred pursuant to Section 2.08 and (ii) the later of the date the Closing should have occurred pursuant to Section 2.08 and one (1) Business Day before the Outside Date, and Buyer stood ready, willing and able to consummate the transactions contemplated by this Agreement during such period; or

(e)     The party desiring to terminate this Agreement pursuant to this Section 11.01 (other than pursuant to Section 11.01(a)) shall give written notice of such termination to the other party.

Section 11.02     Notice of Breach.   Notwithstanding anything to the contrary in this Article, (a) neither the Seller nor Buyer shall be entitled to provide notice of termination pursuant to Section 11.01(c) or 11.01(d) unless the Seller or Buyer, as the case may be, has provided the other party notice of the particular breach that would warrant termination of this Agreement and thirty (30) days to cure such breach; and (b) notwithstanding anything in subsection (a) to the contrary, in no event shall Buyer have any cure period for any failure to pay the Purchase Price in accordance with Section 2.06.

Section 11.03     Effect of Termination.

(a)     In the event of a termination of this Agreement pursuant to Section 11.01 or Section 11.03, this Agreement (other than Section 7.02, Article XI, Article XII, and Article XIII, which shall remain in full force and effect) shall forthwith become null and void, and neither party hereto (nor any of their respective Affiliates, members, directors, officers or employees) shall have any liability or further obligation, except as provided in Sections 11.03(b) below. A termination of this Agreement shall not terminate the confidentiality rights and obligations of the parties set forth in Section 7.02 hereof.

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(b)     For the avoidance of doubt, the parties hereto expressly acknowledge and agree that this Section 11.03 in no way limits or restricts a party’s ability to exercise its rights to damages relating to the termination of the Agreement terminated by Seller pursuant to Section 11.01(c)(i) or Section 11.01(c)(ii) or by Buyer pursuant to Section 11.01(d)(i) or Section 11.01(d)(ii) or exercise its right to specific performance pursuant to Section 13.11 at any time prior to the termination of this Agreement in accordance with its terms.

ARTICLE XII
SURVIVAL; INDEMNIFICATION

Section 12.01     Survival. The representations and warranties of the parties hereto contained in or made pursuant to this Agreement or in any certificate or other writing furnished pursuant hereto or in connection herewith shall survive in full force and effect until the first anniversary of the Closing Date; provided, that (a) the representations and warranties in the first and third sentences of Section 3.01, the first sentence of Section 4.01, and the representations and warranties in Section 3.02, and Section 4.02 shall survive in perpetuity, and (b) the representations and warranties in Section 3.09 shall survive for the applicable statute of limitations plus 60 days. Except as otherwise set forth in this Section 12.01, none of the covenants and agreements shall survive the Closing except to the extent any covenants and agreements contemplate performance after the Closing, such covenants and agreements shall survive until performed. No claim may be brought under this Agreement unless written notice describing in reasonable detail the nature and basis of such claim is given on or prior to the last day of the applicable survival period. In the event such notice is given, the right to indemnification with respect thereto shall survive the applicable survival period until such claim is finally resolved and any obligations thereto are fully satisfied.

Section 12.02     Indemnification by Buyer.

(a)     Subject to Section 12.01, Buyer shall indemnify against and hold harmless the Seller, its Affiliates and their respective employees, officers, members, and representatives (collectively, the “Seller Indemnified Parties”) from, and will promptly defend any Seller Indemnified Party from and reimburse any Seller Indemnified Party for, any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind (including any Action brought by any Governmental Authority or Person and including reasonable attorneys’ fees and expenses reasonably incurred) (collectively, “Losses”), which any Seller Indemnified Party may at any time suffer or incur, or become subject to, as a result of or in connection with:

(i)     Buyer’s breach of any of its representations or warranties contained in this Agreement (each such breach, a “Buyer Warranty Breach”);

(ii)     any breach or nonfulfillment of any agreement, obligation, or covenant of Buyer under the terms of this Agreement; and

(iii)     the Assumed Liabilities (which include assumption of the Assumed Contracts).

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(b)     Notwithstanding any other provision to the contrary, Buyer shall not be required to indemnify and hold harmless any Seller Indemnified Party pursuant to Section 12.02(a): (i) unless such Seller Indemnified Party has asserted a claim with respect to such matters within the applicable survival period set forth in Section 12.01 and (ii) only if and only to the extent the aggregate amount of Seller Indemnified Parties’ Losses resulting from Buyer Warranty Breaches is in excess of $331,875 (the “Deductible”); provided, that the cumulative indemnification obligation of Buyer under this Section 12.02(b) shall in no event exceed ten percent (10%) of the Purchase Price (the “Cap”); provided further, that neither the Deductible nor the Cap shall apply in the case of any indemnification under clause (ii) and (iii) of Section 12.02(a); provided further, that in the case of any indemnification under clauses (ii) and (iii) of Section 12.02(a)that the cumulative indemnification obligation of Buyer under this Section 12.02(b) shall in no event exceed the amount of the Purchase Price.

(c)     Notwithstanding Section 12.02(b) above, on and as of the date that is six (6) months following the Closing, the Cap shall be reduced to an amount equal to (x) five percent (5%) of the Purchase Price plus (y) the amount of any claims by the Seller Indemnified Parties for indemnification under this Agreement outstanding and unpaid as of such date, if any, pursuant to the terms and subject to the conditions set forth in this Agreement. On the date that is twelve (12) months following the Closing, the Cap shall be reduced to the amount of any claims by the Seller Indemnified Parties for indemnification under this Agreement outstanding and unpaid as of such date, if any, pursuant to the terms and subject to the conditions set forth in this Agreement.

Section 12.03     Indemnification by Seller.

(a)     Subject to Section 12.01, the Seller shall indemnify against and hold harmless Buyer, its Affiliates, and each of their successors and permitted assigns, and their respective employees, officers, directors and representatives (collectively, the “Buyer Indemnified Parties”) from, and will promptly defend any Buyer Indemnified Party from and reimburse any Buyer Indemnified Party for, any and all Losses which such Buyer Indemnified Party may at any time suffer or incur, or become subject to, as a result of or in connection with:

(i)     The Seller’s breach of, any of the representations or warranties contained in this Agreement (each such breach, a “Seller Warranty Breach”);

(ii)     any breach or nonfulfillment of any agreement or covenant of the Seller under the terms of this Agreement; and

(iii)     the Excluded Liabilities and the Excluded Assets, including any liability under any tolling agreement entered into pursuant to Section 7.01(b).

(b)     Notwithstanding any other provision to the contrary, the Seller shall not be required to indemnify and hold harmless any Buyer Indemnified Party pursuant to Section 12.03(a): (i) unless such Buyer Indemnified Party has asserted a claim with respect to such matters within the applicable survival period set forth in Section 12.01 and (ii) only for the aggregate amount of Buyer Indemnified Parties’ Losses resulting from Seller Warranty Breaches in excess of the Deductible; provided, that the cumulative indemnification obligation of Seller for Seller Warranty Breaches shall in no event exceed the Cap; provided further, that neither the Deductible nor the Cap shall apply in the case of any indemnification under clauses (ii) and (iii) of Section 12.03(a); provided further, that in the case of any indemnification under clauses (ii) and (iii) of Section 12.03(a) that the cumulative indemnification obligation of the Seller under this Section 12.03(b) shall in no event exceed the Purchase Price received by the Seller.

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(c)     Notwithstanding Section 12.03(b) above, on and as of the date that is six (6) months following the Closing Date, the Cap shall be reduced to an amount equal to (x) five percent (5%) of the Purchase Price plus (y) the amount of any claims by the Buyer Indemnified Parties for indemnification under this Agreement outstanding and unpaid as of such date, if any, pursuant to the terms and subject to the conditions set forth in this Agreement. On the date that is twelve (12) months following the Closing, the Cap shall be reduced to the amount of any claims by the Buyer Indemnified Parties for indemnification under this Agreement outstanding and unpaid as of such date, if any, pursuant to the terms and subject to the conditions set forth in this Agreement.

Section 12.04     Notification of Claims.

(a)     A party entitled to be indemnified pursuant to Section 12.02 or Section 12.03 (the “Indemnified Party”) shall promptly notify the party liable for such indemnification (the “Indemnifying Party”) in writing of any claim or demand that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement; provided, that a failure to give prompt notice or to include any specified information in any notice will not affect the rights or obligations of either party hereunder except and only to the extent that, as a result of such failure, any party that was entitled to receive such notice was damaged as a result of such failure. Subject to the Indemnifying Party’s right to defend in good faith third party claims as hereinafter provided, the Indemnifying Party shall satisfy its obligations under this Article XII within thirty (30) days after the receipt of written notice thereof from the Indemnified Party.

(b)     If the Indemnified Party shall notify the Indemnifying Party of any claim pursuant to Section 12.04(a), the Indemnifying Party shall have the right to employ counsel of its choosing to defend any such claim asserted by any third party against the Indemnified Party for so long as the indemnifying party shall continue in good faith to diligently defend against such claim. The Indemnified Party shall have the right to participate in the defense of any such claim at its own expense. The Indemnifying Party shall notify the Indemnified Party in writing, as promptly as possible (but in any case five (5) Business Days before the due date for the answer or response to a claim) after the date of the notice of claim given by the Indemnified Party to the Indemnifying Party under Section 12.04(a) of its election to defend in good faith any such third party claim. So long as the Indemnifying Party is defending in good faith any such claim asserted by a third party against the Indemnified Party, the Indemnified Party shall not settle or compromise such claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, and the Indemnified Party shall make available to the Indemnifying Party or its agents all records and other material in the Indemnified Party’s possession reasonably required by it for its use in contesting any third party claim. Regardless of whether the Indemnifying Party elects to defend any such claim, the Indemnified Party shall have no obligation to do so. In the event (i) the Indemnifying Party elects not to defend such claim; or (ii) the Indemnifying Party elects to defend such claim but fails to diligently defend such claim in good faith, the Indemnified Party shall have the right to conduct the defense thereof and to settle or compromise such claim or action without the consent of the Indemnifying Party, except that with respect to the settlement or compromise of such a claim, the Indemnified Party shall not settle or compromise any such claim without the consent of the Indemnifying Party (such consent not to be unreasonably withheld), unless the Indemnifying Party is given a full and complete release of any and all liability by all relevant parties relating thereto and has no obligation to pay any damages.

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Section 12.05     Net Losses; Subrogation; Mitigation.

(a)     Notwithstanding anything contained herein to the contrary, the amount of any Losses incurred or suffered by an Indemnified Party shall be calculated after giving effect to (i) any insurance proceeds received by the Indemnified Party (or any of its Affiliates) with respect to such Losses and (ii) any recoveries obtained by the Indemnified Party (or any of its Affiliates) from any other third party, in each case, net of the costs and expenses incurred in obtaining such proceeds and recoveries. Each Indemnified Party shall exercise commercially reasonable efforts to obtain such proceeds, benefits and recoveries (collectively, “Proceeds”). If any such Proceeds are received by an Indemnified Party (or any of its Affiliates) with respect to any Losses after an Indemnifying Party has made a payment to the Indemnified Party with respect thereto, the Indemnified Party (or such Affiliate) shall pay to the Indemnifying Party the amount of such Proceeds (up to the amount of the Indemnifying Party’s payment). With respect to any Losses incurred or suffered by an Indemnified Party, the Indemnifying Party shall have no liability for any Losses to the extent that the same Losses have already been recovered by the Indemnified Party from the Indemnifying Party(because the Indemnified Party may only recover once in respect of the same Loss).

(b)     Upon making any payment to an Indemnified Party in respect of any Losses, the Indemnifying Party shall, to the extent of such payment, be subrogated to all rights of the Indemnified Party (and its Affiliates) against any third party in respect of the Losses to which such payment relates. Such Indemnified Party (and its Affiliates) and Indemnifying Party shall execute upon request all instruments reasonably necessary to evidence or further perfect such subrogation rights.

(c)     Buyer and the Seller shall use commercially reasonable efforts to mitigate any Losses, whether by asserting claims against a third party or by otherwise qualifying for a benefit that would reduce or eliminate an indemnified matter; provided, that neither party shall be required to use such efforts if they would be detrimental in any material respect to such party.

Section 12.06     Computation of Indemnifiable Losses. Any calculation of Losses for purposes of this Article XII shall be (a) reduced to take account of any net Tax benefit actually realized by the Indemnified Party arising from the deductibility of any such Loss in the year such Loss is incurred; and (b) increased to take account of any net Tax liability actually realized by the Indemnified Party arising from the receipt or accrual of any indemnity obligation hereunder; provided, that the mitigation provisions hereof shall not require either party to take any action with respect to any Tax filing or claim, even if such filing or claim would likely result in a net Tax benefit. To the extent permitted by applicable Law, all indemnity payments made pursuant to this Agreement shall be treated by the parties hereto as an adjustment to the Purchase Price.

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Section 12.07     Exclusive Remedies. In the event the transactions contemplated by this Agreement are consummated, the indemnification provisions of this Article XII shall be the sole and exclusive remedies of Buyer and the Seller for any breach of the representations or warranties or nonperformance of any covenants and agreements of Buyer or the Seller contained in this Agreement or any Ancillary Agreement, and neither party shall have any liability to the other party under any circumstances for special, indirect, consequential, punitive or exemplary damages or lost profits, diminution in value or any damages based on any type of multiple of earnings of any Indemnified Party; provided, that nothing contained in this Agreement shall relieve or limit the liability of either party from any liability or Losses arising out of or resulting from fraud or intentional breach in connection with the transactions contemplated in this Agreement or the Ancillary Agreements; provided, that, notwithstanding any statement in this section to the contrary, in no event shall either party’s liability to other for any cause exceed the amount of the Purchase Price.

ARTICLE XIII
GENERAL PROVISIONS

Section 13.01     Expenses. Except as may be otherwise specified herein, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred.

Section 13.02     Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed to have been duly delivered and received (a) on the date of personal delivery, (b) on the date of transmission (with written confirmation of receipt), if sent by facsimile, or (c) one (1) Business Day after having been dispatched via a nationally-recognized overnight courier service, to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 13.02):

If to Seller:

Sinclair Broadcast Group, Inc.

10706 Beaver Dam Road

Cockeysville, Maryland 21030

Attention: President

With a copy: attention: General Counsel

Fax: (410) 568-1537

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If to Buyer:

Media General, Inc.

333 E. Franklin Street

Richmond, VA 23219

Attention: President

With a copy: attention: General Counsel

Fax: (804) 887-7021

Section 13.03     Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 13.04     Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced because of the application of any Law or the regulations and policies of any Governmental Authority or the decision by any Governmental Authority of competent jurisdiction (including any court), all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to either party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Section 13.05     Entire Agreement. This Agreement and the Ancillary Agreements constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, between the Seller and Buyer with respect to the subject matter hereof and thereof, except as otherwise expressly provided herein.

Section 13.06     Successors and Assigns.

(a)     This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Neither party may assign its rights under this Agreement without the other party’s prior written consent; provided, that Buyer may assign all or any portion of its rights and obligations hereunder to an Affiliate of Buyer upon written notice to Seller if, but only if, (i) such assignment is made before the filing of the FCC Application and any filling required under the HSR Act, (ii) the assignee can make the representations and warranties of Buyer in Section 4.06 hereof without any qualification or exception and without any need for waiver of the multiple ownership rules in the FCC Rules, (iii) Buyer reasonably determines that such third party is eligible pursuant to the Communications Act, FCC Rules, HSR Act, and any other Antitrust Law to be the assignee of the designated Station Assets, (iv) Buyer shall remain liable for all of its obligations hereunder, and (v) Buyer provides Seller with a copy of any document executed by such assignee within ten (10) Business Days of execution.

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(b)     Each of the Seller and Buyer shall have the right to assign its respective rights under this Agreement (but without release of its respective obligations herein and without release of the other party’s obligations herein) to a third party who may act as a “qualified intermediary” or an “exchange accommodation titleholder” with respect to this Agreement in accordance with the provisions of Section 1031 of the Code, the Treasury Regulations promulgated thereunder, and any corresponding state or local income Tax Laws (such assignment and related transactions, a “Like-Kind Exchange”). If either party elects to engage in a Like-Kind Exchange, the party so electing (the “Electing Party”) shall notify the other party of its election in writing no later than five (5) days prior to the Closing, identifying those Station Assets that it intends to qualify as part of the Like-Kind Exchange. The Electing Party shall bear its own expenses in connection with any such election to engage in a Like-Kind Exchange. Each of Seller and Buyer, as the case may be, shall cooperate fully with the Electing Party, and take any action reasonably requested in writing by the Electing Party, in connection with enabling the transactions to qualify in whole or in part as a Like-Kind Exchange; provided, however, that such actions do not impose any liabilities, including any unreimbursed monetary obligations or costs, on Seller or Buyer and does not release Buyer or Seller from its obligations under this Agreement, as the case may be, and that the Electing Party shall promptly reimburse the other party for any third-party costs reasonably incurred in connection with such election, including as the result of any subsequent review of such election by any Governmental Authority or any attendant Tax consequences.

Section 13.07     No Recourse. Notwithstanding any of the terms or provisions of this Agreement, neither the Seller nor Buyer, nor any Person acting on either party’s behalf, may assert any Action against any employee, officer, director, member, Representative or trustee of the other party or stockholder, member or trustee of such other party in connection with or arising out of this Agreement or the transactions contemplated hereby.

Section 13.08     No Third-Party Beneficiaries. Except as expressly provided in this Agreement, this Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 13.09     Amendments and Waivers.

(a)     This Agreement may not be amended or modified except by an instrument in writing signed by the Seller and Buyer.

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(b)     At any time prior to the Closing, either party may (i) extend the time for the performance of any obligation or act required by the other party hereto, (ii) waive any inaccuracies in the representations and warranties of the other party hereto contained herein or in any document delivered pursuant hereto, or (iii) waive compliance by the other party hereto with any of the agreements or conditions contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby.

(c)     No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law.

Section 13.10     Governing Law; Jurisdiction. The construction and performance of this Agreement shall be governed by, and construed in accordance with, the Law of the State of Delaware without regard to its principles of conflict of Law. The exclusive forum for the resolution of any disputes arising hereunder shall be the Delaware Chancery Court, and each party hereto irrevocably submits to the exclusive jurisdiction of such courts in any such Action and irrevocably waives the reference of an inconvenient forum to the maintenance of any such Action. Notwithstanding the foregoing, neither party will bring any Action, whether in law or in equity, whether in contract or in tort or otherwise, against the lenders of the Seller or Buyer relating to this Agreement or any of the transactions contemplated by this Agreement, including but not limited to any dispute arising out of any commitment letter or the performance thereof, in any forum other than the Delaware Chancery Court or, if under applicable Law exclusive jurisdiction is vested in the Federal courts, the United States District Court located in Delaware (and appellate courts thereof). 

Section 13.11     Specific Performance. The parties agree that, notwithstanding anything in this Agreement to contrary, each party would suffer irreparable damage for which monetary damages, even if available, would not be an adequate remedy in the event that the other party fails to fulfill its obligation under this Agreement to consummate the transactions contemplated by this Agreement in accordance with its terms. In such event, the non-breaching party shall be entitled (in addition to any other remedy available at law or equity) to specific performance and other equitable relief to enforce the other party’s obligations under this Agreement without posting bond or other security. In the event that the non-breaching party seeks a decree of specific performance or other equitable relief to enforce the other party’s obligations under this Agreement, the other party shall waive the defense that the non-breaching party has an adequate remedy at law. In addition to the foregoing, the non-breaching party shall be entitled to prompt payment on demand from the other party of the reasonable attorneys’ fees and costs incurred by the non-breaching party in enforcing its rights under this Section.

Section 13.12     WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING BUT NOT LIMITED TO ANY ACTION ARISING OUT OF OR RELATED TO ANY FINANCING FOR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 13.13     Counterparts. This Agreement may be executed in counterparts, each of which when executed shall be deemed to be an original but both of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or e-mail shall be effective as delivery of a manually executed counterpart of this Agreement.

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Section 13.14     No Presumption. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 13.15     Disclosure Schedules.

(a)     The matters reflected in the disclosure schedules (the “Schedules”) shall not be deemed to constitute an acknowledgment by Seller that the matter is required to be disclosed by the terms of this Agreement and may include certain items and information solely for informational purposes.

(b)     If and to the extent any information required to be furnished in any section of the Schedules is contained in the Agreement or in any section of the Schedules, such information shall be deemed to be included in all sections of the Schedules to the extent that the relevance of any such information to any other section of the Schedules is readily apparent from the text of such disclosure. The Seller has disclosed the information contained in the Schedules solely for purposes of the Agreement, and no information contained therein shall be deemed to be an admission by any party thereto to any third party of any matter whatsoever, including any violation of Law or breach of any agreement referenced therein. The headings of the Schedules are for convenience of reference only and shall not be deemed to alter or effect the description of the sections of these Schedules as set forth in the Agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

Chesapeake Media I, LLC
By:	Sinclair Television Group, Inc., its sole member
By:	/s/ Chris Ripley
	Name: Chris Ripley
	Title: CFO

[Signature Page to KXRM-KXTU Colorado Springs APA]

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Media General Operations, Inc.
By:	/s/ James F. Woodward
	Name: James F. Woodward
	Title: Senior Vice President & Chief Financial Officer

[Signature Page to KXRM-KXTU Colorado Springs APA]

EX-10

 Exhibit 10.8

EXECUTION VERSION

ASSET PURCHASE AGREEMENT

for the SALE of TELEVISION STATION

WTTA Tampa Bay, Florida

by and among

SINCLAIR COMMUNICATIONS, LLC

on the one hand,

and

MEDIA GENERAL OPERATIONS, INC.

on the other hand

August 20, 2014

	TABLE OF CONTENTS
	ARTICLE I
	DEFINITIONS
Section 1.01	Definitions	1
Section 1.02	Terms Generally	8
	ARTICLE II
	PURCHASE AND SALE
Section 2.01	Purchase and Sale	8
Section 2.02	Excluded Assets	10
Section 2.03	Assumed Liabilities	11
Section 2.04	Excluded Liabilities	12
Section 2.05	Assignment of Contracts and Rights	13
Section 2.06	Purchase Price	13
Section 2.07	Reserved	13
Section 2.08	Closing	13
Section 2.09	General Proration	15
Section 2.10	Multi-Station Contracts	17
	ARTICLE III
	REPRESENTATIONS AND WARRANTIES OF SELLER
Section 3.01	Seller Existence and Power	18
Section 3.02	Seller Authorization	19
Section 3.03	Governmental Authorization	19
Section 3.04	FCC and Programming Distribution Matters	19
Section 3.05	Taxes	21
Section 3.06	Tangible Personal Property	22
Section 3.07	Real Property	22
Section 3.08	Contracts	23
Section 3.09	Environmental	25
Section 3.10	Intangible Property	25
Section 3.11	Employees; Labor Matters; Employee Benefit Plans	25
Section 3.12	Insurance	28
Section 3.13	Compliance with Law; Permits	28
Section 3.14	Litigation	28
Section 3.15	Financial Statements	29
Section 3.16	No Undisclosed Liabilities	29
Section 3.17	Absence of Changes	29
Section 3.18	No Brokers	29
Section 3.19	Related Party Transactions	30
Section 3.20	All Assets	30

i

	ARTICLE IV
	REPRESENTATIONS AND WARRANTIES OF BUYER
Section 4.01	Existence and Power	30
Section 4.02	Corporate Authorization	30
Section 4.03	Governmental Authorization	30
Section 4.04	Noncontravention	30
Section 4.05	Absence of Litigation	31
Section 4.06	Qualifications	31
Section 4.07	Brokers	31
Section 4.08	Financing	31
Section 4.09	Projections and Other Information	31
Section 4.10	Solvency	32
	ARTICLE V
	COVENANTS OF SELLER
Section 5.01	Operations Pending Closing	32
Section 5.02	No Negotiation	36
Section 5.03	No-Hire	36
Section 5.04	Interim Reports	36
	ARTICLE VI
	COVENANTS OF BUYER
Section 6.01	Access to Information	36
Section 6.02	Accounts Receivable	37
Section 6.03	Termination of Rights to the Names and Marks	39
Section 6.04	Insurance Policies	39
Section 6.05	Title Commitments; Surveys	39
Section 6.07	No-Hire	39
	ARTICLE VII
	JOINT COVENANTS
Section 7.01	Commercially Reasonable Efforts; Further Assurances	40
Section 7.02	Confidentiality	41
Section 7.03	Certain Filings; Further Actions	41
Section 7.04	Control Prior to Closing	41
Section 7.05	Public Announcements	42
Section 7.06	Notices of Certain Events	42
Section 7.07	Retention of Records; Post-Closing Access to Records	42
Section 7.08	Cooperation in Litigation	43
Section 7.09	Financial Statement Assistance	43

ii

	ARTICLE VIII
	EMPLOYEE MATTERS
Section 8.01	Employment	44
Section 8.02	Savings Plan	45
Section 8.03	Employee Welfare Plans	45
Section 8.04	Vacation	45
Section 8.05	Sick Leave	46
Section 8.06	No Further Rights	46
Section 8.07	Flexible Spending Plan	46
Section 8.08	Payroll Matters	47
Section 8.09	WARN Act	47
	ARTICLE IX
	TAX MATTERS
Section 9.01	Bulk Sales	48
Section 9.02	Transfer Taxes	48
Section 9.03	FIRPTA Certificate	48
Section 9.04	Taxpayer Identification Numbers	48
Section 9.05	Taxes and Tax Returns	48
Section 9.06	Purchase Price Allocation	49
	ARTICLE X
	CONDITIONS TO CLOSING
Section 10.01	Conditions to Obligations of Buyer and Seller	49
Section 10.02	Conditions to Obligations of Seller	49
Section 10.03	Conditions to Obligations of Buyer	50
	ARTICLE XI
	TERMINATION
Section 11.01	Termination	51
Section 11.02	Notice of Breach	53
Section 11.03	Effect of Termination	53
	ARTICLE XII
	SURVIVAL; INDEMNIFICATION
Section 12.01	Survival	54
Section 12.02	Indemnification by Buyer	54
Section 12.03	Indemnification by Seller	55
Section 12.04	Notification of Claims	56
Section 12.05	Net Losses; Subrogation; Mitigation	57
Section 12.06	Computation of Indemnifiable Losses	57
Section 12.07	Exclusive Remedies	58

iii

	ARTICLE XIII
	GENERAL PROVISIONS
Section 13.01	Expenses	58
Section 13.02	Notices	58
Section 13.03	Headings	59
Section 13.04	Severability	59
Section 13.05	Entire Agreement	59
Section 13.06	Successors and Assigns	59
Section 13.07	No Recourse	60
Section 13.08	No Third-Party Beneficiaries	60
Section 13.09	Amendments and Waivers	60
Section 13.10	Governing Law; Jurisdiction	61
Section 13.11	Specific Performance	61
Section 13.12	WAIVER OF JURY TRIAL	61
Section 13.13	Counterparts	61
Section 13.14	No Presumption	62
Section 13.15	Disclosure Schedules	62
Exhibit A-1	Form of Bill of Sale
Exhibit A-2	Form of Assignment and Assumption of FCC Licenses
Exhibit A-3	Form of Assignment of Intangible Property
Exhibit A-4	Form of Assignment and Assumption Agreement
Exhibit A-5	Form of Assignment and Assumption of Real Property Leases
Exhibit A-6	Form of Transition Services Agreement

iv

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this “Agreement”) dated as of August 20, 2014 is by and among Sinclair Communications, LLC, a Maryland limited liability company (the “Seller”), and Media General Operations, Inc., Delaware corporation (“Buyer”).

RECITALS

WHEREAS, on the date of this Agreement, the Seller directly or indirectly owns and operates the television broadcast station WTTA Tampa Bay, Florida (the “Station”), pursuant to certain authorizations issued by the Federal Communications Commission (the “FCC”);

WHEREAS, Media General, Inc., a Virginia corporation (“MEG”) is party to that certain Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of March 21, 2014, by and among MEG, Mercury New Holdco, Inc. (“MEG Holdco”), Mercury Merger Sub 1, Inc., a Virginia corporation and a wholly-owned subsidiary of MEG Holdco, Mercury Merger Sub 2, LLC, a Delaware limited liability company and a wholly-owned subsidiary of MEG Holdco, and LIN Media LLC (“LIN”), pursuant to which MEG and LIN and their respective direct and indirect Subsidiaries will become direct and/or indirect Subsidiaries of MEG Holdco;

WHEREAS, Buyer or its Affiliate and Seller or its Affiliate have entered into purchase agreements (each an “Other Purchase Agreement”) relating to the television stations WLUK-TV, WCWF-TV, KXRM-TV and KXTU-LD, WJAR-TV and WTGS-TV;

WHEREAS, following the closing (the “Merger Closing”) of the transaction contemplated by the Merger Agreement (the “Merger Transaction”), pursuant to the terms and subject to the conditions set forth in this Agreement, the Seller desires to, or cause its Affiliates to, sell and transfer to Buyer, and Buyer desires to purchase and assume from the Seller, certain of the assets used in the operation of the Station and certain of the liabilities related thereto;and

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth in this Agreement, Buyer and the Seller hereby agree as follows:

ARTICLE I
DEFINITIONS

 Section 1.01     Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Accounting Firm” means (a) an independent certified public accounting firm in the United States of national recognition mutually acceptable to the Seller and Buyer or (b) if the Seller and Buyer are unable to agree upon such a firm, then the regular independent auditors for the Seller and Buyer shall mutually agree upon a third independent certified public accounting firm, in which event, “Accounting Firm” shall mean such third firm.

“Accounts Receivable” means all accounts receivable (other than accounts receivable relating to Tradeout Agreements or film and program barter agreements), and all rights to receive payments under any notes, bonds and other evidences of indebtedness and all other rights to receive payments, arising out of sales occurring in the operation of the Station prior to the Effective Time for services performed (e.g., the actual broadcast of commercials sold) or delivered by the Station prior to the Effective Time.

“Action” means, any legal or administrative claim, suit, action, complaint, charge, arbitration or other proceeding by or before any Governmental Authority.

“Affiliate” means, with respect to a specified Person, any Person or member of a group of Persons acting together that, directly or indirectly, through one or more intermediaries, controls, or is controlled by or is under common control with, the specified Person. As used in this definition, the term “control” (including the terms “controlling,” “controlled by” and “under common control with”) shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Ancillary Agreements” means any certificate, agreement, document or other instrument to be executed and delivered in connection with the transactions contemplated by this Agreement.

“Antitrust Laws” means the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other federal, state and foreign, if any, Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

“ASCAP” means the American Society of Composers, Authors and Publishers.

“Balance Sheet Date” means June 30, 2014.

“Bargaining Agreement” means the collective bargaining agreements set forth on Schedule 3.11(a).

“BMI” means Broadcast Music, Inc.

“Business” shall mean the business and operation of the Station.

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed (or actually closed) in the City of New York.

“Cash and Cash Equivalents” means those items which would be required by GAAP to be included as “cash” or “cash equivalents” on a consolidated balance sheet of the Seller as of the Effective Time.

“Code” means the Internal Revenue Code of 1986, as amended.

“Communications Act” means, collectively, the Communications Act of 1934, as amended, the Telecommunications Act of 1996, and the Children’s Television Act of 1990 (including FCC Rules and any other rules and regulations promulgated under each of the foregoing), in each case, as in effect from time to time.

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“Confidentiality Agreement” means the non-disclosure agreement between Media General, Inc. and Sinclair Television Group, Inc., dated as of April 24, 2014.

“Contracts” means contracts, agreements, leases, non-governmental licenses, sales and purchase orders and other agreements (including Real Property Leases, Revenue Leases and employment agreements), written or oral (including any amendments or modifications thereto).

“Copyrights” means all copyrights and copyright applications and registrations therefor owned by the Seller or its Affiliates and used primarily in connection with the Business.

“Effective Time” means 12:01 a.m., New York City time, on the Closing Date.

“Employee(s)” means, individually or collectively, the full-time, part-time and per diem persons employed by the Seller or any of its Affiliates immediately prior to the Closing who are then engaged in the operation of the Station, including those listed on Schedule 3.11(b) , other than Excluded Employees.

“Environmental Laws” means any Law in effect on the date of this Agreement whether local, state, or federal relating to: (a) Releases or threatened Releases of Hazardous Materials into the environment; (b) the use, treatment, storage, disposal, handling, discharging or shipment of Hazardous Material; (c) the regulation of storage tanks; or (d) otherwise relating to pollution or protection of human health, occupational safety and the environment.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Estimated Adjustment” means, with respect to the Estimated Settlement Statement, an amount equal to the Buyer Prorated Amount minus the Seller Prorated Amount, which amount shall be expressed as a positive or negative number.

“Excluded Employee(s)” means, any employee of the Seller or its Affiliates whose principal work location is not the Station or whose employment responsibilities relate substantially to the corporate operations of the Seller or Other Seller Stations, in each case as of immediately prior to the Closing, and the employees denoted on Schedule 3.11(b) as “Excluded Employees”.

“FCC” means the Federal Communications Commission.

“FCC Consent” means the FCC’s initial consent to the assignment of each of the FCC Licenses identified on Schedule 3.04(a) from the Seller or its Affiliate to Buyer or its Affiliate.

“FCC Licenses” means the licenses, permits and other authorizations, including any temporary waiver or special temporary authorization and any renewals thereof or any transferable pending application therefor, relating to the Station, issued by the FCC, each of which existing as of the date hereof is identified on Schedule 3.04(a).

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“FCC Rules” means the published rules and policies of the FCC.

“Final Adjustment” means, with respect to the Final Settlement Statement, an amount equal to the Buyer Prorated Amount minus the Seller Prorated Amount, which amount shall be expressed as a positive or negative number.

“GAAP” means United States generally accepted accounting principles as in effect on the Balance Sheet Date, consistently applied.

“Governmental Authority” shall mean and include any court or tribunal or administrative, governmental or regulatory body, agency, commission, board, legislature, instrumentality, division, department, public body or other authority of any nation or government or any political subdivision thereof, whether foreign or domestic and whether national, supranational, state or local.

“Governmental Consents” shall collectively mean the FCC Consent and HSR Clearance, if necessary.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Hazardous Material” means hazardous or toxic wastes, chemicals, substances, constituents, pollutants or related material, whether solids, liquids, or gases, defined or regulated under § 101(14) of CERCLA; the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq.; the Safe Drinking Water Act, 42 U.S.C. §§ 300(f) et seq.; the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. §§ 1251 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq.; the Occupational Safety and Health Act of 1970, 29 U.S.C. §§ 651 et seq.; or any similar applicable federal, state or local Environmental Laws.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder.

“Income Taxes” means income, franchise, doing business and similar taxes.

“Indebtedness” means, with regard to any Person, any liability or obligation, whether or not contingent, (a) in respect of borrowed money or evidenced by bonds, monies, debentures, or similar instruments or upon which interest payments are normally made, (b) for the payment of any deferred purchase price of any property, assets or services (including pursuant to capital leases) but excluding trade payables and Program Rights Obligations, (c) guaranties, direct or indirect, in any manner, of all or any part of any Indebtedness of any Person, (d) all obligations under acceptance, standby letters of credit or similar facilities, (e) all matured obligations to purchase, redeem, retire, defease or otherwise make any payment in respect of any membership interests, shares of capital stock or other ownership or profit interest or any warrants, rights or options to acquire such membership interests, shares or such other ownership or profit interest, (f) all accrued interest of all obligations referred to in (a) – (e) and (g) all obligations referred to in (a) – (f) of a third party secured by any Lien on property or assets.

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“Intellectual Property” means all intellectual property rights in or arising from any of the following: call letters, Trademarks, trade names, service marks, patents, inventions, Trade Secrets, know-how, Internet domain names, websites, web content, databases, software programs or applications (including user-applications), Copyrights, programs and programming material, jingles, slogans and logos and all goodwill, if any, associated therewith.

“IRS” means the United States Internal Revenue Service.

“Knowledge of Seller” means the actual personal knowledge of the CEO, CFO and General Counsel (or Person holding a similar position) of Seller and the parent entity of Seller and the general manager or chief engineer (or Person holding a similar position, but not any consultant) of the Station.

“Law” means any United States (federal, state, local) or foreign law, constitution, treaty, statute, ordinance, regulation, rule, code, order, judgment, injunction, writ or decree.

“Lien” means, with respect to any property or asset, any mortgage, lien, pledge, charge, easement, right of way, restrictive covenant, encroachment, security interest or encumbrance of any kind whatsoever, whether voluntarily incurred or arising by operation of Law or otherwise, in respect of such property or asset.

“Market” means the “Designated Market Area,” as determined by The Nielsen Company, of the Station.

“Material Adverse Effect” means any event, state of facts, circumstance, development, change, effect or occurrence (an “Effect”) that, individually or in the aggregate with any other Effect, has had or would reasonably be expected to have a materially adverse effect on (a) the business, properties, assets, financial condition or results of operations of the Station, or (b) the ability of the Seller to perform its obligations under this Agreement, excluding in all respects any Effects resulting from (i) conditions in the economy of the United States generally, including changes in the United States or foreign credit, debt, capital or financial markets (including changes in interest or exchange rates) or the economy of any town, city or region or country in which the Station conducts business, (ii) general changes or developments in the broadcast television industry, (iii)  the execution and delivery of this Agreement, the announcement of this Agreement and the transactions contemplated hereby, the consummation of the transactions contemplated hereby, the compliance with the terms of this Agreement or the taking of any action required by this Agreement or consented to by Buyer, (iv) earthquakes, hurricanes, tornadoes, natural disasters or global, national or regional political conditions, including hostilities, military actions, political instability, acts of terrorism or war or any escalation or material worsening of any such hostilities, military actions, political instability, acts of terrorism or war existing or underway as of the date hereof, (v) any failure, in and of itself, by the Seller, MEG or the Station to meet any internal or published projections, forecasts or revenue or earnings predictions for any period ending on or after the date of this Agreement (provided, however, that the underlying causes of such failure (subject to other provisions of this definition) shall not be excluded, (vi)  any breach by Buyer of its obligations under this Agreement or (vii) changes in Law or GAAP or the interpretation thereof.

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“Multiemployer Plan” means a multiemployer pension plan, within the meaning of Section 4001(a)(3) of ERISA, to which each of the Seller or any of its Affiliates contribute or is required to contribute to, as it relates to the Station, or under which the Seller or any of its Affiliates has or may have any liability or obligation under, on behalf of current or former employees of the Seller or any of its Affiliates, as it relates to the Station.

“Other Seller Stations” means any broadcast station or business unit of the Seller or any of its Affiliates, other than the Station.

“Permitted Liens” means, as to any Station Asset, (a) Liens for Taxes not yet due and payable or which are being contested in good faith by appropriate proceeding and for which appropriate reserves have been established on the books and records of the Seller or any of its Affiliates in accordance with GAAP, (b) the terms and conditions of any Real Property Leases, (c) zoning and similar Laws that are not materially violated by any existing improvement or that do not prohibit the use of the real property covered by any Real Property Lease as currently used in the operation of the Station; (d) any right reserved to any Governmental Authority to regulate the affected property (including restrictions stated in any permits); (e) in the case of any leased Station Asset, (i) the rights of any lessor under the applicable lease agreement or any Lien granted by any lessor, (ii) any statutory Lien for amounts that are not yet due and payable or are being contested in good faith and for which appropriate reserves have been created on the books and records of the Seller or any of its Affiliates in accordance with GAAP, (iii) any subleases, and (iv) the rights of the grantor of any easement or any Lien granted by such grantor on such easement property; (f) easements, rights of way, restrictive covenants and other encumbrances, encroachments or other similar matters affecting title that do not materially adversely affect title to the property subject thereto or materially impair the continued use of the property in the ordinary course of operating the Station as currently operated; (g) inchoate materialmens’, mechanics’, workmen’s, repairmen’s or other like Liens arising in the ordinary course of business for amounts that are not yet due and payable or that are being contested in good faith by appropriate proceedings and for which appropriate reserves have been created on the books and records of the Seller or any of its Affiliates in accordance with GAAP and that are not resulting from any breach, violation or default by the Seller or any of its Affiliates of any Assumed Contract or applicable Law; (h) Liens that will be discharged prior to or simultaneously with the Closing; (i) any state of facts an accurate survey would show, provided same does not render title unmarketable or prevent the Real Property being utilized in substantially the same manner as currently used; and (j) pledges or deposits to secure obligations under workers’ compensation Laws or similar Laws or to secure public or statutory obligations and which pledges or deposits are reflected on the books and records of the Seller or any of its Affiliates to the extent required by GAAP.

“Person” means any natural person, general or limited partnership, corporation, limited liability company, firm, association, trust or other legal entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

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“Post-Closing Tax Period” means any Tax period (or portion thereof) beginning and ending after the Effective Time.

“Pre-Closing Tax Period” means any Tax period (or portion thereof) ending on or prior to the Effective Time.

“Program Rights” means all rights of the Station to broadcast television programs or shows as part of the Station’s programming, including all film and program barter agreements, sports rights agreements, news rights or service agreements, affiliation agreements and syndication agreements.

“Program Rights Obligations” means all obligations in respect of the purchase, use, licenses or acquisition of programs, programming materials, films and similar assets used in the ordinary course of the operation of the Station consistent with past practice which relate to the utilization of the Program Rights.

“Release” means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into the environment (including ambient air, surface water, groundwater, land surface or subsurface strata) or within any building, structure, facility or fixture.

“Revenue Leases” means those leases, subleases, licenses or other occupancy agreements used in the operation of the Station (including any and all assignments, amendments and other modifications of such leases, subleases, licenses and other occupancy agreements), pertaining to the use or occupancy of the Owned Real Property or Leased Real Property (including but not limited to towers or space on towers) where the Seller or any of its Affiliates holds an interest as landlord, licensor, sublandlord or sublicensor.

“SESAC” means SESAC, Inc.

“Subsidiary” means, with respect to any Person who is not a natural person, any corporation, limited liability company, partnership, association, trust or other entity of which securities or other ownership interests representing fifty percent (50%) or more of the equity or fifty percent (50%) or more of the ordinary voting power (or, in the case of a limited partnership, fifty percent (50%) or more of the general partnership interests) are, as of such date, owned by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.

“Tax” or “Taxes” means all federal, state, local or foreign income, excise, gross receipts, ad valorem, sales, use, employment, franchise, profits, gains, property, transfer, payroll, intangible or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding) imposed by a Governmental Authority, together with any interest and any penalties, additions to tax or additional amounts imposed with respect thereto.

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“Tax Returns” means all returns and reports (including elections, declarations, disclosures, schedules, estimates and information returns) required to be supplied to a Tax authority relating to Taxes.

“Trade Secrets” mean all proprietary information of the Seller or any of its Affiliates that is not generally known and is used primarily in the Business, as to which reasonable efforts have been made to prevent unauthorized disclosure, and which provides a competitive advantage to those who know or use it.

“Trademarks” shall mean all trade names, trademarks, service marks, trade dress, jingles, slogans, logos, other source or business identifiers, trademark and service mark registrations and trademark and service mark applications owned by the Seller or any of its Affiliates and used primarily in the Business, including those set forth on Schedule 3.10, and the goodwill appurtenant thereto.

“Tradeout Agreement” means any Contract, other than film and program barter agreements, pursuant to which the Seller any of its Affiliates has agreed to sell or trade commercial air time or commercial production services of the Station in consideration for any property or service in lieu of or in addition to cash.

“Transfer Taxes” means all excise, sales, use, value added, registration stamp, recording, documentary, conveying, franchise, property, transfer, gains and similar Taxes, levies, charges and fees.

Section 1.02     Terms Generally. (a) Words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires, (b) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including the Schedules and exhibits hereto) and not to any particular provision of this Agreement unless the context expressly conveys otherwise, (c) the word “including” and words of similar import when used in this Agreement means “including, without limitation,” unless otherwise specified, and (d) the conjunctive shall include the disjunctive and vice versa.

ARTICLE II
PURCHASE AND SALE

Section 2.01     Purchase and Sale. Pursuant to the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from the Seller and the Seller agrees to sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer at the Closing, free of all Liens other than Permitted Liens, all of the right, title and interest of the Seller and its Affiliates in, to and under all of the assets, Contracts and properties, whether tangible or intangible, other than the Excluded Assets, in each case as and to the extent located at the Station or used primarily in the operation of the Station, including the following assets, Contracts and properties, as the same shall exist on the date of this Agreement and not disposed of in accordance with Section 5.01 and all similar assets, Contracts and properties acquired by the Seller or its Affiliates between the date hereof and the Closing to the extent located at or used primarily in the operation of the Station (collectively, the “Station Assets):

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(a)     All Owned Real Property and Real Property Leases;

(b)     all Tangible Personal Property;

(c)     all rights under all Contracts used in the operation of the Station to which the Seller or any of its Affiliates is a party that (i) are listed on Schedule 3.08(a), (ii) are not required by the terms thereof to be listed on Schedule 3.08(a) to the extent used in connection with the operation of the Station, (iii) may result from the television broadcasting industry-wide negotiations with SESAC, ASCAP and BMI, (iv) are referenced in other subsections to this Section 2.01 or the corresponding Section in the Schedules, or (v) are entered into after the date hereof by the Seller or any of its Affiliates pursuant to the terms and subject to the conditions of Section 5.01 to the extent used in connection with the operation of the Station (collectively, the “Assumed Contracts”) with the understanding that Assumed Contracts shall in no event include Excluded Contracts;

(d)     all prepaid expenses and deposits (other than prepaid Income Taxes) to the extent that the Seller receives an appropriate credit in the Buyer Prorated Amount;

(e)     all of the rights, claims, credits, causes of action or rights of set-off of the Seller or any of its Affiliates against third parties relating to the Station Assets, including unliquidated rights under manufacturers’ and vendors’ warranties, in each case only to the extent Buyer or any of its Affiliates incurs Losses relating thereto and occurring after the Effective Time;

(f)     all Intangible Property;

(g)     all Internet web sites and related agreements, content and databases and domain name registrations used primarily in the operation of the Station, as set forth on Schedule 3.10;

(h)     the FCC Licenses, along with all material transferable municipal, state and federal franchises, licenses, permits, franchises, certificates, approvals and other authorizations issued by any Governmental Authority other than the FCC used primarily in the operation of the Station (collectively, the “Permits”);

(i)     all prepayments under advertising sales contracts for committed air time for advertising on the Station that has not been aired prior to the Closing Date;

(j)     to the extent relating exclusively to the operation of the Station, all information and data, sales and business records, books of account, files, invoices, inventory records, general financial, accounting and real and personal property and sales and use Tax records (but excluding all other Tax records), personnel and employment records for Transferred Employees (to the extent permitted by Law) and all engineering information, sales and promotional literature, manuals and data, sales and purchase correspondence, lists of present and former suppliers and lists of present and former customers, quality control records and manuals, blueprints, litigation and regulatory files, and all other books, documents and records (including, without limitation, all electronic data relating to the Station, including current and historical electronic data relating to the Station’s traffic and historical financial information wherever that information is located);

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(k)     to the extent relating primarily to the operation of the Station, all management and other systems (including computers and peripheral equipment), databases, computer software, computer disks and similar assets, and all licenses and rights in relation thereto; and

(l)     all other items listed on Schedule 2.01(l).

Section 2.02     Excluded Assets. The following assets and properties of the Seller and its Affiliates (the “Excluded Assets”) shall not be acquired by Buyer and are excluded from the Station Assets:

(a)     all of the Cash and Cash Equivalents of the Seller or any of its Affiliates;

(b)     all bank and other depository accounts of the Seller or any of its Affiliates;

(c)     insurance policies relating to the Station, and all claims, credits, causes of Action or rights, including rights to insurance proceeds, thereunder;

(d)     all interest in and to refunds of Taxes relating to Pre-Closing Tax Periods or the other Excluded Assets;

(e)     any cause of action or claim relating to any event or occurrence prior to the Effective Time (other than as specified in Schedule 2.02(e));

(f)     all Accounts Receivable;

(g)     intercompany accounts receivable and intercompany accounts payable of the Seller and its Affiliates;

(h)     all (i) books, records, files and papers, whether in hard copy or computer format, relating to the preparation of this Agreement or the transactions contemplated hereby, (ii) all minute books and company records of the Seller or any of its Affiliates and (iii) duplicate copies of records of the Station;

(i)     all rights of Seller arising under this Agreement, the Ancillary Agreements or the transactions contemplated hereby and thereby;

(j)     any Station Asset sold or otherwise disposed of prior to Closing as permitted hereunder;

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(k)     Contracts that are not Assumed Contracts including, but not limited to, Contracts identified on Schedule 2.02(k) (collectively, the “Excluded Contracts”);

(l)     other than as specifically set forth in Article VIII, any Employee Plan and any assets of any Employee Plan sponsored by the Seller or any of its Affiliates;

(m)     all Tax records, other than real and personal property and sales and use Tax records;

(n)     those assets which are listed on Schedule 2.02(n);

(o)     all of the Seller’s rights, title and interest in and to (i) the Seller’s name, service names and trade names (including, without limitation, the name[s] [“Media General” or “LIN Media”/ “Sinclair Broadcast Group”]), (ii) all URLs and internet domain names consisting of or containing any of the foregoing; and (iii) any variations or derivations of, or marks confusingly similar to, any of the foregoing;

(p)     all real and personal, tangible and intangible assets of the Seller and its Affiliates that are used in connection with the operation of the Station but are neither located at nor used primarily with respect to the Station;

(q)     any rights under any non-transferable shrink-wrapped or click-wrapped licenses of computer software and any other non-transferable licenses of computer software used in the operation of the Station;

(r)     all capital stock or other equity securities of the Seller or Subsidiaries of the Seller or any of its Affiliates and all other equity interests in any entity that are owned beneficially or of record by the Seller or its Affiliates; and

(s)     all other assets of the Seller or any of its Affiliates to the extent not used primarily in the operation of the Station, including any assets of the Seller used in the operations of Other Seller Stations.

Section 2.03     Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Buyer will assume, pay and perform only the following liabilities of the Seller or its Affiliates (the “Assumed Liabilities”):

(a)     the liabilities and obligations arising with, or relating to, the operation of the Station, including the owning or holding of the Station Assets, on and after the Effective Time; and

(b)     any liability or obligation to the extent of the amount of credit received by Buyer under Section 2.09(a) with respect thereto; and

(c)     all liabilities and obligations relating to the Business or the Station Assets arising out of Environmental Laws, whether or not presently existing, except for liabilities and obligations that are required to be disclosed on Schedule 3.09, but which are not so disclosed;

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(d)     all liabilities with respect to Transferred Employees and Employee Plans, in each case which are expressly assumed under Article VIII.

Section 2.04     Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller or any of its Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller or its Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement:

(a)     any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a);

(b)     any liability or obligation for which the Seller or any of its Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received;

(c)     the liability related to the Indebtedness of the Seller or any of its Affiliates, including, without limitation, as set forth on Schedule 2.04(c);

(d)     any liability or obligation relating to or arising out of any of the Excluded Assets;

(e)     any liability with respect to Excluded Employees and Employees who are not Transferred Employees;

(f)     any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05;

(g)     any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date;

(h)     the liabilities and obligations arising or with respect to the operation of the Station, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder);

(i)     any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time;

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(j)     any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and

(k)     any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreements.

Section 2.05     Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Station Asset or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Station Asset or in any way adversely affect the rights of Buyer or the Seller or any of their respective Affiliates thereunder. The Seller and Buyer shall use their commercially reasonable efforts to obtain such consents after the execution of this Agreement until each such consent is obtained. If any such consent is not obtained prior to the Closing Date, the Seller and Buyer shall use their commercially reasonable efforts to obtain such consent as soon as possible after the Closing Date. The Seller and Buyer will cooperate in a mutually-agreeable arrangement under which Buyer will obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, occupancy and use agreements or sub-leasing to Buyer or its Affiliates and enforcement by the Seller for the benefit of Buyer or its Affiliates, as applicable, of any and all rights of the Seller and its Affiliates against a third party thereto. Notwithstanding the foregoing, none of the Seller, Buyer or any of their respective Affiliates shall be required to pay consideration to any third party to obtain any consent.

Section 2.06     Purchase Price. In consideration for the sale of the Station Assets, Buyer shall, at the Closing, in addition to assuming the Assumed Liabilities, pay to the Seller the sum of $40 million (the “Purchase Price”), by wire transfer of immediately available federal funds pursuant to wire instructions that the Seller shall provide to Buyer.

Section 2.07     Reserved.

Section 2.08     Closing.

(a)     The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at a location agreed upon by Buyer and the Seller on a date which shall not be later than the fifth (5th) Business Day following the satisfaction or waiver of all of the closing conditions set forth in Article X hereof (other than those required to be satisfied at Closing, but subject to the satisfaction or waiver of such conditions at Closing) (such date, the “Closing Date”).

(b)     Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following closing transactions

(i)     Buyer shall deliver to the Seller:

(1)     the certificate described in Section 10.02(a);

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(2)     the documents described in Section 10.02(d);

(3)     the cash Purchase Price in accordance with Section 2.06 by wire transfer of immediately available federal funds; and

(4)     such other documents and instruments as the Seller reasonably determines to be necessary to sell the Station Assets and for Buyer to assume the Assumed Liabilities.

(ii)     The Seller shall deliver, or cause to be delivered, to Buyer:

(1)     the certificate described in Section 10.03(a);

(2)     the documents described in Section 10.03(d);

(3)     a duly executed Bill of Sale, substantially in the form of Exhibit A-1 annexed hereto;

(4)     a duly executed special warranty deed for each Owned Real Property from the Seller or its Affiliate;

(5)     such other documents and instruments as Buyer reasonably determines to be necessary for it acquire the Station Assets and assume the Assumed Liabilities.

(iii)     The Seller and Buyer shall execute and deliver to each other:

(1)     a duly executed Assignment and Assumption of FCC Licenses, substantially in the form of Exhibit A-2 annexed hereto;

(2)     a duly executed Assignment and Assumption of Intangible Property, substantially in the form of Exhibit A-3 annexed hereto, if any owned and registered Intangible Property is included in the Station Assets;

(3)     a duly executed Assignment and Assumption Agreement, substantially in the form of Exhibit A-4 annexed hereto;

(4)     a duly executed Assignment and Assumption Agreement for the Real Property Leases, substantially in the form of Exhibit A-5 annexed hereto, or, in the event that necessary consents to assignment have not been obtained prior to the Closing, appropriate subleases, occupancy or use agreements pursuant to Section 2.05 hereof;

(5)     a duly executed Transition Services Agreement, substantially in the form of Exhibit A-6 annexed hereto; and

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(6)     such other documents as set forth in Section 10.02 and Section 10.03.

Section 2.09     General Proration.

(a)     All Station Assets that would be classified as current assets in accordance with GAAP, and all Assumed Liabilities that would be classified as current liabilities in accordance with GAAP, shall be prorated between Buyer and the Seller as of the Effective Time, including by taking into account the elapsed time or consumption of an asset during the month in which the Effective Time occurs (respectively, the “Prorated Station Assets” and the “Prorated Assumed Liabilities”). Such Prorated Station Assets and Prorated Assumed Liabilities relating to the period prior to the Effective Time shall be for the account of the Seller and those relating to the period on and after the Effective Time for the account of Buyer and shall be prorated accordingly. In accordance with this Section 2.09, (i) Buyer shall be required to pay to the Seller the amount of any Prorated Station Asset previously paid for by the Seller, to the extent Buyer will receive a current benefit on and after the Effective Time with the understanding that such amount should not have been recognized as an expense in accordance with GAAP prior to the Effective Time (the “Buyer Prorated Amount”); and (ii) the Seller shall be required to pay to Buyer the amount of any Prorated Assumed Liabilities to the extent they arise with respect to the operation of the Station prior to the Effective Time and are not assumed or paid for by the Seller (the “Seller Prorated Amount”). Such payment by Buyer or the Seller, as the case may be, shall be made within ten (10) Business Days after the Final Settlement Statement becomes final and binding upon the parties.

(b)     The prorations contemplated by this section shall include all FCC regulatory fees, utility expenses, liabilities and obligations under Contracts (including all Contracts relating to Program Rights), rents and similar prepaid and deferred items, reimbursable expenses and all other expenses and obligations, such as deferred revenue and prepayments and sales commissions, attributable to the ownership and holding of the Station Assets or the operation of the Station that straddles the period before and after the Effective Time. Notwithstanding anything in this Section 2.09, (i) there shall be no proration with respect to Tradeout Agreements for the sale of time for goods or services assumed by Buyer, and (ii) proration with respect to Taxes shall be governed exclusively by Section 9.05.

(c)     Thirty percent of accrued vacation and personal time for Transferred Employees that is assumed by Buyer and actually granted to Transferred Employees shall be included as a credit to Buyer in the prorations. There shall be no proration for sick leave.

(d)     At least three (3) Business Days prior to the Closing Date, the Seller shall provide Buyer with a good faith estimate of the prorations contemplated by this Section 2.09 (the “Estimated Settlement Statement”). Any payment required to be made by either party pursuant to such preliminary estimate shall be made by the appropriate party at the Closing in accordance therewith. The Seller will afford Buyer reasonable access to all records and work papers used in preparing the Estimated Settlement Statement, and Buyer shall notify the Seller of any good faith disagreement with such calculation within two (2) Business Days of receiving the Estimated Settlement Statement. At the Closing, (i) Buyer shall be required to pay to the Seller the amount equal to the Estimated Adjustment if the Estimated Adjustment is a positive number or (ii) the Seller shall be required to pay to Buyer the amount equal to the absolute value of the Estimated Adjustment if the Estimated Adjustment is a negative number.

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(e)     Within ninety (90) days after the Closing Date, Buyer shall prepare and deliver to the Seller a proposed proration of assets and liabilities in the manner described in this Section 2.09 (the “Settlement Statement”) setting forth the Seller Prorated Amount and the Buyer Prorated Amount, together with a schedule setting forth, in reasonable detail, the components thereof.

(f)     The Seller shall provide reasonable access to such employees, books, records, financial statements, and its independent auditors as Buyer reasonably believes is necessary or desirable in connection with its preparation of the Settlement Statement.

(g)     During the sixty (60)-day period following the receipt of the Settlement Statement, the Seller and its independent auditors shall be permitted to review and make copies reasonably required of (i) the financial statements relating to the Settlement Statement, (ii) the working papers relating to the Settlement Statement, (iii) the books and records relating to the Settlement Statement, and (iv) any supporting schedules, analyses and other documentation relating to the Settlement Statement.

(h)     The Settlement Statement shall become final and binding upon the parties (and thereby deemed to be the “Final Settlement Statement”) on the 120^th day following delivery thereof, unless the Seller gives written notice of its disagreement with the Settlement Statement (the “Notice of Disagreement”) to Buyer prior to such date. The Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If a Notice of Disagreement is given to Buyer within such 120-day period, then the Settlement Statement (as revised in accordance with clause (i) or (ii) below) shall become the Final Settlement Statement on the earlier of (i) the date Buyer and Seller resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm as provided herein.

(i)     Within ten (10) Business Days after the Settlement Statement becomes the Final Settlement Statement, (i) Buyer shall be required to pay to the Seller the amount, if any, by which the Final Adjustment is higher than the Estimated Adjustment or (ii) the Seller shall be required to pay to Buyer the amount, if any, by which the Estimated Adjustment is higher than the Final Adjustment, as the case may be. All payments made pursuant to this Section 2.09(i) must be made via wire transfer in immediately available funds to an account designated by the recipient party, together with interest thereon at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the Effective Time to the date of actual payment.

(j)     Notwithstanding the foregoing, in the event that the Seller delivers a Notice of Disagreement, the Seller or Buyer, as applicable, shall within ten (10) Business Days of the receipt of the Notice of Disagreement make payment to the other by wire transfer in immediately available funds of such undisputed amount owed by the Seller or Buyer to the other, as the case may be, together with interest thereon, calculated as described above.

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(k)     During the thirty (30)-day period following the delivery of a Notice of Disagreement to Buyer that complies with the preceding paragraphs, Buyer and the Seller shall seek in good faith to resolve in writing any differences they may have with respect to the matters specified in the Notice of Disagreement. During such period (i) Buyer and its independent auditors, at Buyer’s sole cost and expense, shall be, and the Seller and its independent auditors, at Seller’s sole cost and expense, shall be, in each case permitted to review and make copies reasonably required of (w) the financial statements reflecting the operation of the Station, in the case of Buyer, and Buyer, in the case of the Seller, relating to the Notice of Disagreement, (x) the working papers of the Seller, in the case of Buyer, and Buyer, in the case of the Seller, and such other party’s auditors, if any, relating to the Notice of Disagreement, (y) the books and records of the Seller, in the case of Buyer, and Buyer, in the case of the Seller, relating to the Notice of Disagreement, and (z) any supporting schedules, analyses and documentation relating to the Notice of Disagreement; and (ii) the Seller, in the case of Buyer, and Buyer, in the case of the Seller, shall provide reasonable access, upon reasonable advance notice and during normal business hours, to such employees of such other party and such other party’s independent auditors, as such first party reasonably believes is necessary or desirable in connection with its review of the Notice of Disagreement.

(l)     If, at the end of such thirty (30)-day period, Buyer and the Seller have not resolved such differences, Buyer and the Seller shall submit to the Accounting Firm for review and resolution any and all matters that remain in dispute and that were properly included in the Notice of Disagreement. Within sixty (60) days after selection of the Accounting Firm, Buyer and the Seller shall submit their respective positions to the Accounting Firm, in writing, together with any other materials relied upon in support of their respective positions. Buyer and the Seller shall use commercially reasonable efforts to cause the Accounting Firm to render a decision resolving the matters in dispute within thirty (30) days following the submission of such materials to the Accounting Firm. The determination of the Accounting Firm shall be final and binding on the parties and enforceable in any court of competent jurisdiction. Except as specified in the following sentence, the cost of any arbitration (including the fees and expenses of the Accounting Firm) pursuant to this Section 2.09 shall be borne by Buyer and the Seller in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportional allocations shall also be determined by the Accounting Firm at the time it renders its determination. The fees and expenses (if any) of Buyer’s independent auditors and attorneys incurred in connection with the review of the Notice of Disagreement shall be borne by Buyer, and the fees and expenses (if any) of the Seller’s independent auditors and attorneys incurred in connection with their review of the Settlement Statement shall be borne by the Seller.

Section 2.10     Multi-Station Contracts. In the event that one or more Other Seller Stations is party to, or has rights or obligations with respect to, an Assumed Contract (a “Multi-Station Contract”), the rights and obligations under such Multi-Station Contract that are assigned to and assumed by Buyer (and included in the Station Assets and Assumed Liabilities, as the case may be) shall include only those rights and obligations under such Multi-Station Contract that are applicable to the Station. The rights of each Other Seller Station with respect to such Contract and the obligations of each Other Seller Station to such Contract shall not be assigned to and assumed by Buyer (and shall be Excluded Assets and Excluded Liabilities, as applicable). For purposes of determining the scope of the rights and obligations of the Multi-Station Contracts, the rights and obligations under each Multi-Station Contract shall be equitably allocated among (1) the Station, on the one hand, and (2) the Other Seller Stations, on the other hand, in accordance with the following equitable allocation principles:

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(a)     any allocation set forth in the Multi-Station Contract shall control;

(b)     if there is no allocation in the Multi-Station Contract as described in clause (a) hereof, then any reasonable allocation previously made by the Seller or its Affiliates in the ordinary course of business and disclosed on Schedule 2.10(b) shall control;

(c)     if there is no reasonable allocation as described in clause (b) hereof, then the quantifiable proportionate benefits and obligations to be received and performed, as the case may be, by the Seller and Buyer and their respective Affiliates after the Effective Time (to be determined by mutual good faith agreement of the Seller and Buyer) shall control; and

(d)     if there are no quantifiable proportionate benefits and obligations as described in clause (c) hereof, then reasonable accommodation (to be determined by mutual good faith agreement of the Seller and Buyer) shall control.

(e)     Subject to any applicable third-party Consents, such allocation and assignment with respect to any Multi-Station Contract shall be effectuated, at the election of the Seller, by termination of such Multi-Station Contract in its entirety with respect to the Station and the execution of new contracts with respect to the Station or by an assignment to and assumption by Buyer of the related rights and obligations under such Multi-Station Contract. The parties shall use commercially reasonable efforts to obtain any such new contracts or assignments to, and assumptions by, Buyer in accordance with this Section 2.10 and Section 2.05; provided, that, completion of documentation of any such allocation under this Section 2.10 is not a condition to Closing unless such Multi-Station Contract is listed on and disclosed on Schedule 10.03(e).

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER

The Seller represents and warrants to Buyer as follows:

Section 3.01     Seller Existence and Power. The Seller is duly organized, validly existing and in good standing under the laws of the state of its organization. The Seller is qualified to do business and is in good standing in each jurisdiction where such qualification is necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. The Seller has the requisite power and authority to own and hold the Station Assets and to operate the Station as currently operated.

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Section 3.02     Seller Authorization.

(a)     The execution and delivery by the Seller of this Agreement and the Ancillary Agreements (to which the Seller is or will be a party), the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby are within the Seller’s organizational powers and have been duly authorized and approved by all requisite organizational action by the Seller, and no other organizational action on the part of the Seller is necessary to authorize and approve the execution, delivery and performance by the Seller of this Agreement and the Ancillary Agreements (to which the Seller is or will be a party) and the consummation by the Seller of the transactions contemplated hereby and thereby.

(b)     This Agreement has been, and the Ancillary Agreements (to which the Seller is or will be a party) will be, duly executed and delivered by the Seller. This Agreement (assuming due authorization, execution and delivery by Buyer) constitutes, and each Ancillary Agreement (to which Seller is or will be a party) will constitute when executed and delivered by a the Seller, the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity).

Section 3.03     Governmental Authorization. The execution, delivery and performance by the Seller of this Agreement and each Ancillary Agreement (to which the Seller is or will be a party) and the consummation of the transactions contemplated hereby and thereby require no material action by or in respect of, or filing with or notification to, any Governmental Authority other than (a) the FCC Consent and DOJ approval to the Merger Transaction and (b) the Governmental Consents.

Section 3.04     FCC and Programming Distribution Matters

(a)     Schedule 3.04(a) sets forth a true and complete list of the FCC Licenses and the holders thereof, which FCC Licenses constitute all of the FCC Licenses of the Station. The FCC Licenses are in full force and effect and have not been revoked, suspended, canceled, rescinded or terminated, and have not expired. Except as set forth on Schedule 3.04(a), the FCC Licenses (i) have been issued for the full terms customarily issued by the FCC for each class of station and (ii) are not subject to any condition, except for those conditions appearing on the face of the FCC Licenses and conditions generally applicable to each class of station.

(b)     The Station has been operated in compliance with the Communications Laws and the FCC Licenses in all material respects and has paid or caused to be paid all FCC regulatory fees due in respect of the Station. All material registrations and reports required to have been filed with the FCC relating to the FCC Licenses have been filed and the construction of all facilities or changes contemplated by any of the FCC Licenses or construction Permits issued to modify the FCC Licenses have been completed. There is not pending, nor, to the Knowledge of Seller, threatened, any action by or before the FCC to revoke, suspend, cancel, rescind or materially adversely modify any of the FCC Licenses (other than proceedings to amend FCC rules of general applicability), nor is there issued or outstanding, by or before the FCC, any order to show cause, notice of violation, notice of apparent liability, or order of forfeiture against the Station, or the Seller or any of its Affiliates with respect to the Station that would reasonably be expected to result in any such action. Except as set forth on Schedule 3.04(b) and other than proceedings affecting broadcast stations generally, there are no material applications, petitions, proceedings or other material actions or complaints pending or, to the Knowledge of Seller, threatened before the FCC relating to the Station. Except as set forth on Schedule 3.04(b) and except for tolling agreements that may be entered into pursuant to the Merger Transaction or Section 7.01(b), the Seller has not (i) entered into a tolling agreement or otherwise waived any statute of limitations relating to the Station during which the FCC may assess any fine or forfeiture or take any other action or (ii) agreed to any extension of time with respect to any FCC investigation or proceeding.

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(c)     Except as set forth on Schedule 3.04(c), the Seller is qualified under the Communications Laws to transfer, or cause to be transferred, the FCC Licenses to Buyer. Except as set forth on Schedule 3.04(c), to the Knowledge of Seller, there are no facts or circumstances relating to the Station or the Seller that would reasonably be expected to (i) result in the FCC’s refusal to grant the FCC Consent, (ii) materially delay the receipt of the FCC Consent. The Seller has no reason to believe that the FCC Applications might be challenged or might not be granted by the FCC in the ordinary course due to any fact or circumstance relating to the Seller, the Business or the FCC Licenses.

(d)     The Seller is not, with respect to the Station, a party to any local marketing agreement, time brokerage agreement, joint sales agreement or other similar agreement (collectively, a “Sharing Agreement”).

(e)     Schedule 3.04(e) contains, as of the date hereof, (i) a list of all retransmission consent agreements or any other carriage agreement, with multi-channel video programming distributors, including cable systems, telephone companies and direct broadcast satellite systems (together, “MVPDs”) with more than 10,000 subscribers with respect to the Station, and (ii) a list of the MVPDs that, to the Knowledge of Seller, carry the Station and have more than 10,000 subscribers with respect to the Station outside the Station’s Market. Seller is a party to retransmission consent agreements with respect to each MVPD with more than 10,000 subscribers in the Station’s Market. To the Knowledge of Seller, since October 1, 2011 and until the date hereof, except as set forth on Schedule 3.04(e), (x) no headend with more than 10,000 subscribers covered by an MVPD in the Station’s Market has provided written notice to the Seller of any material signal quality issue or has failed to respond to a request for carriage or, to the Knowledge of Seller, sought any form of relief from carriage of the Station from the FCC and (y) the Seller has not received any written notice from any MVPD with more than 5,000 subscribers in the Station’s Market of such MVPD’s intention to delete the Station from carriage or to change the Station’s channel position.

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Section 3.05     Taxes.

(a)     Except as set forth on Schedule 3.05(a), all material Tax Returns have been filed (including, but not limited to, sales and use returns) required to be filed with respect to the Station Assets, all such Tax Returns are correct and complete in all material respects and prepared in substantial compliance with all applicable Laws, and the Seller has or will have timely paid all such Taxes due and owing by it with respect to the Station Assets (whether or not shown on any Tax Return) except which either (i) constitute Excluded Liabilities or (ii) are disclosed on Schedule 3.05(a). None of the Station Assets are subject to any Lien in favor of the United States pursuant to Section 6321 of the Code for nonpayment of federal Taxes, or any Tax Lien in favor of any state or municipality pursuant to any comparable provision of state or local Law, or any other U.S. federal, state or local Tax Law under which transferee liability might be imposed upon Buyer as a buyer of the Station Assets.

(b)     There are no material Liens against the Station Assets in respect of any Taxes, other than with respect to Taxes not yet due and payable.

(c)     There is no material Action pending or, to the Knowledge of Seller, threatened by any Governmental Authority for assessment or collection of any Taxes of any nature affecting the Station Assets.

(d)     Except as set forth on Schedule 3.05(d), the Seller currently is not the beneficiary of any extension of time within which to file any material Tax Return relating to the Station Assets or the Business.

(e)     To the Knowledge of Seller, there is no material dispute or claim concerning any Tax liability relating to the Station Assets or the Seller’s operation of the Station which has been claimed or raised by any Governmental Authority in writing.

(f)     The Seller has not (i) waived any statute of limitations in respect of material Taxes relating to the Station Assets or the operation of the Station or (ii) agreed to any extension of time with respect to a material Tax assessment or deficiency which extension is currently in effect relating to the Station Assets or the operation of the Station.

(g)     All Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party that relate to the Business have been withheld and paid in full.

(h)     No Tax allocation, Tax sharing or Tax indemnity or similar agreement or arrangement, or power of attorney with respect to any Tax matter, is currently in force with respect to the Station Assets or the Business that would, in any manner, bind, obligate, or restrict Buyer.

(i)     No notice or inquiry from any jurisdiction where Tax Returns are not currently filed with respect to the Station Assets or the Business has been received to the effect that such filings may be required or that the Station Assets or the Business may otherwise be subject to taxation by such jurisdiction.

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Section 3.06     Tangible Personal Property.

(a)     Schedule 3.06(a) contains a list of all material items of equipment, transmitters, antennas, cables, towers, vehicles, furniture, fixtures, spare parts and other tangible personal property of every kind and description owned or held for use by the Seller or its Affiliates in connection with the Business, except for any retirements or dispositions thereof made between the date hereof and the Closing in accordance with Article V (the “Tangible Personal Property”). Except as set forth on Schedule 3.06(a), immediately prior to the Closing, the Seller or its Affiliates will have good and valid title to the Tangible Personal Property free and clear of all Liens (other than Permitted Liens).

(b)     Except as set forth on Schedule 3.06(b), all material items of Tangible Personal Property are in good operating condition, ordinary wear and tear excepted and have been maintained in accordance with normal industry practice.

(c)     No Person other than the Seller or its Affiliates has any rights to use any of the Tangible Personal Property, whether by lease, sublease, license or other instrument, other than set forth on Schedule 3.06(c).

Section 3.07     Real Property.

(a)     Schedule 3.07(a) contains a list of all real property (including any appurtenant easements, buildings, structures, fixtures and other improvements thereon) that is owned in fee simple by the Seller or its Affiliates, in each case, in connection with the Business (collectively, the “Owned Real Property”) and the principal use for such real property.

(b)     Schedule 3.07(b) contains a list of all material contracts, agreements and leases (collectively, “Real Property Leases”) pursuant to which the Seller or its Affiliates, leases, licenses or sublicenses real property (including any appurtenant easements, buildings, structures, fixtures and other improvements thereon) in connection with the Business (collectively, the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”) as lessee, licensee or sublicensee, as applicable.

(c)     Except as set forth on Schedule 3.07(c), the Seller and its Affiliates have good and marketable fee simple title to the Owned Real Property, in each case free and clear of Liens, other than Permitted Liens. Except as set forth on Schedule 3.07(c), immediately prior to the Closing, the Seller will not be obligated under, nor will be a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any of the Owned Real Property or any portion thereof or interest therein.

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(d)     With respect to the Real Property, there is no (i) pending or, to the Knowledge of Seller, threatened condemnation, eminent domain or taking proceeding or (ii) to the Knowledge of Seller, private restrictive covenant or governmental use restriction (including zoning) on all or any portion of the Real Property that prohibits or materially interferes with the current use of the Real Property.

(e)     Except as set forth on Schedule 3.07(e), within the past two (2) years, the Seller has not received any written notice of any material violation of any material Law affecting the Owned Real Property or the Real Property Leases or the Station’s use thereof.

(f)     Within the past two (2) years, the Seller has not received any written notice of any existing plan or study by any Governmental Authority or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any Owned Real Property or Real Property Leases and the Seller has no knowledge of any such plan or study with respect to which it has not received written notice. Except as set forth in the Revenue Leases, to the Knowledge of Seller, there is no Person in possession of any Owned Real Property other than the Seller. Except as identified in Schedule 3.07(f), no Person has any right to acquire any interests in any of the Owned Real Property.

Section 3.08     Contracts.

(a)     Schedule 3.08(a) sets forth, as of the date hereof, a true and complete list of the following Contracts related to the Business to which any of the Seller or its Affiliates is a party:

(i)     any Contract under which the aggregate payments or receipts for the past twelve (12) months exceeded, or for the following twelve (12) months is expected to exceed, $150,000;

(ii)     any Contract under which payments by or obligations of the Seller or its Affiliates, relating to the Business, will be increased, accelerated or vested by the occurrence (whether alone or in conjunction with any other event) of any of the transactions contemplated by this Agreement, or under which the value of the payments by or obligations of the Seller or its Affiliates, relating to the Business, will be calculated on the basis of any of the transactions contemplated by this Agreement, whether pursuant to a change in control or otherwise;

(iii)     any contract for Program Rights that involves cash payments or cash receipts in excess of $100,000 over the remaining term of such contract;

(iv)     any network affiliation agreement;

(v)     any retransmission consent agreement with any MVPD with more than 10,000 subscribers in the Station’s Market;

(vi)     any Contract that relates to an ownership interest in any corporation, partnership, joint venture or other business enterprise or other entity;

(vii)     any Real Property Lease;

(viii)     any Contract relating to the Business, that relates to the guarantee (whether absolute or contingent) by the Seller of (x) the performance of any other Person (other than their respective Affiliates) or (y) the whole or any part of the Indebtedness or liabilities of any other Person (other than their respective Affiliates);

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(ix)     any Bargaining Agreement;

(x)     any Contract that contains any power of attorney authorizing the incurrence of an obligation on the part of the Seller relating to the Business;

(xi)     any Contract that creates any partnership or joint venture or relates to the acquisition, issuance or transfer of any securities;

(xii)     any Contract that relates to the borrowing or lending of money;

(xiii)     any Contract that grants any Person an option or a right of first refusal, right of first offer or similar preferential right to purchase or acquire any Station Asset;

(xiv)     any Contract involving the purchase or sale of Real Property that has not closed as of the date hereof;

(xv)     any Contract entered into after January 1, 2013 relating to the acquisition or disposition of any material portion of the Business (whether by merger, sale of stock, sale of assets or otherwise);

(xvi)     any Contract involving construction, architecture, engineering or other agreements relating to uncompleted construction projects, in each case that involve payments in excess of $100,000;

(xvii)     any Contract involving compensation to any Transferred Employee (as defined in Section 8 hereof), or any Contract with an independent contractor or consultant engaged to perform services to the Business in excess of $100,000 per year (provided, however, that for purposes of this Section 3.8(a)(xiii), the term Contract shall not include at-will Contracts that can be terminated upon 30 days’ notice without penalty or additional payment);

(xviii)     any Contract with a Governmental Authority (other than ordinary course Contracts with Governmental Authorities as a customer) which imposes any material obligation or restriction on the Seller or its Affiliates as it relates to the Business; and

(xix)     any Contract relating to the use of a Station’s digital bit stream other than in connection with broadcast television services.

The contracts, agreements and leases required to be disclosed pursuant to this Section 3.08(a) are collectively referred to herein as the “Material Contracts”.

(b)     Each of the Material Contracts is in full force and effect and binding and enforceable upon the Seller or its Affiliates, as applicable, and, to the Knowledge of Seller, the other parties thereto, subject in each case to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity). Each of the Seller and its Affiliates have performed their respective obligations under each of the Material Contracts in all material respects and are not in material default thereunder, and to the Knowledge of Seller, no other party to any of the Material Contracts is in default thereunder in any material respect.

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Section 3.09     Environmental. Except as set forth on Schedule 3.09, and except as would not reasonably be expected to result in the owner or operator of the Station or the Real Property incurring liability under any applicable Environmental Law (a) to the Knowledge of Seller, the Station is and has been in compliance with all Environmental Laws applicable to the Station and the Real Property, which compliance includes obtaining, maintaining and complying in all material respects with all Permits, licenses or other authorizations required by Environmental Law and (b) no Actions are pending or, to the Knowledge of Seller, threatened against the Seller, the Station or the Real Property alleging a violation of or liability under Environmental Laws. To the Knowledge of Seller, no conditions exist at the Station or any Real Property that would reasonably be expected to result in the owner or operator of the Station or the Real Property incurring liability under Environmental Laws. The Seller has made available to Buyer copies or summaries of all current material non-privileged environmental assessments, audits, investigations or other similar environmental reports relating to the Station or the Real Property that are in the possession, custody or control of the Seller. To the Knowledge of Seller, there have been no Releases of Hazardous Materials at, from, to, on or under any Owned Real Property that give rise to an affirmative reporting or cleanup obligation under Environmental Law. There are no underground storage tanks at the Owned Real Property and Station does not utilize any underground storage tanks at the Real Property subject to the Real Property Leases.

Section 3.10     Intangible Property. Schedule 3.10 contains a description of all material Intellectual Property that is owned or licensed by the Seller or its Affiliates in connection with the Business or is registered or the subject of an application for registration with the U.S. Patent and Trademark Office (or any equivalent foreign office) (collectively, the “Intangible Property”). Except as set forth on Schedule 3.10, (i)  to the Knowledge of Seller, the Seller’s use of the Intangible Property does not infringe upon any third party’s Intellectual Property in any material respect, (ii) to the Knowledge of Seller, none of the Intangible Property is being infringed or misappropriated by any third party, (iii) no Intangible Property is the subject of any pending or, to the Knowledge of Seller, threatened Action claiming infringement of any third party’s Intellectual Property and (iv) in the past three (3) years, the Seller has not received any written claim asserting that its use of any Intangible Property is unauthorized or violates or infringes upon the Intellectual Property of any third party or challenging the ownership, use, validity or enforceability of any Intangible Property. To the Knowledge of Seller, the Seller is the owner of or has the valid right to use the Intangible Property free and clear of Liens, other than Permitted Liens, in the applicable jurisdictions in which such Intangible Property is currently being used.

Section 3.11     Employees; Labor Matters; Employee Benefit Plans.

(a)     Except as set forth on Schedule 3.11(a), the Seller, as it relates to the Station, has complied in all material respects with all labor and employment Laws, including those which relate to wages, hours, and conditions of employment, discrimination in employment, collective bargaining, equal opportunity, harassment, immigration status, disability, workers’ compensation, unemployment compensation, occupational health and safety and the collection and payment of withholding. Except as set forth on Schedule 3.11(a), as of the date hereof and since January 1, 2012, there has been no unfair labor practice charge against the Station pending or, to the Knowledge of Seller, threatened before the National Labor Relations Board, any state labor relations board or any court or tribunal, nor has any written complaint pertaining to any such charge or potential charge been delivered to the Seller. Except as set forth on Schedule 3.11(a), there is no strike, dispute, request for representation, slowdown, or stoppage pending or, to the Knowledge of Seller, threatened in respect to the Station. Other than the collective bargaining agreements set forth on Schedule 3.11(a) (the “Bargaining Agreements”), neither the Seller nor the Station is a party to any collective bargaining, union or similar agreement with respect to its respective Transferred Employees, and to the Knowledge of Seller, other than the labor union parties to the Bargaining Agreements, no union represents or claims to represent or is attempting to organize such Transferred Employees. The Seller’s the classification of each of its employees as exempt or nonexempt has been made in accordance with Law in all material respects.

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(b)     The Seller has made available to Buyer a list, dated as of no earlier than June 15, 2012, of all Transferred Employees, including the names, current rate of compensation, employment status (i.e., active, disabled, on authorized leave), department, title, whether covered by a collective bargaining agreement and whether full-time or part-time. Such list, redacted to delete current rate of compensation, is attached as Schedule 3.11(b).

(c)     Schedule 3.11(c) contains a list setting forth each employee benefit plan, program or arrangement currently sponsored, maintained or contributed to by the Seller or with respect to which the Station or may have any actual or contingent liability or obligation (including any such obligations under any terminated plan or arrangement), including employee benefit plans, as defined in Section 3(3) of ERISA, Multiemployer Plans, deferred compensation plans, stock option or other equity compensation plans, stock purchase plans, phantom stock plans, bonus plans, fringe benefit plans, life, health, dental, vision, hospitalization, disability and other insurance plans, employee assistance program, severance or termination pay plans and policies, and sick pay and vacation plans or arrangements, whether or not described in Section 3(3) of ERISA. Each and every such plan, program, agreement or arrangement is hereinafter referred to as an “Employee Plan”. With respect to each Employee Plan, Seller has provided or made available to Buyer the following (i) copies of all written Employee Plans (including all trust agreements, insurance or annuity contracts, investment management agreements, record keeping agreements and other material documents or instruments relating thereto), and in the case of any Employee Plan that is not in written form, an accurate description of all material terms, (ii) the three (3) most recent Annual Reports (Form 5500 Series) and accompanying schedules, if any, and the most recent actuarial report (to the extent applicable), (iii) the current summary plan description, if any exists, (iv) the most recent determination letter from the IRS, if any, with respect to each such Employee Plan which is intended to qualify under Section 401(a) of the Code, (v) all material correspondence from the IRS or the Department of Labor, and (vi) copies of non-discrimination testing results for the three most recent plan years. As of the Closing, the Transferred Employees shall cease to be eligible to participate in all Employee Plans.

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(d)     Except as set forth on Schedule 3.11(d), with respect to each Employee Plan, as applicable: (i) each has been established and is being operated in all material respects in compliance with its terms and all applicable Laws, including ERISA and the Code; (ii) no Actions or disputes are pending, or to the Knowledge of Seller, threatened that, if successful, would reasonably be expected to result in liability of $150,000 or more; (iii) no audits, inquiries, reviews, proceedings, claims, or demands are pending with any governmental or regulatory agency; (iv) there are no facts which could give rise to any material liability in the event of any such investigation, claim, Action, audit, review, or other proceeding; (v) all premiums, contributions, or other payments required to have been made by Law or under the terms of any Employee Plan or any Contract or agreement relating to any Employee Plan as of the Closing have been or will be made; (vi) all material reports, returns and similar documents required to be filed with any Governmental Authority or distributed to any plan participant have been duly and timely filed or distributed; (vii) no “prohibited transaction” has occurred within the meaning of the applicable provisions of ERISA or the Code; and (viii) there have been no acts or omissions by the Seller that have given or could give rise to any material fines, penalties, taxes or related charges under Sections 502(c), 502(i), 502(l), 502(m) or 4071 of ERISA or Section 511 or Chapter 43 of the Code, or under any other applicable Law, for which the Seller may be liable.

(e)     No Employee Plan provides for any payment by the Seller that would result in the payment of any compensation or other payments that would not be deductible under the terms of Section 280G of the Code after giving effect to the transactions contemplated hereby.

(f)     Except as set forth on Schedule 3.11(f), neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby shall: (i) result in the acceleration of the time of payment or vesting or creation of any rights of any current or former employee, manager, director or consultant to compensation or benefits under any Employee Plan or otherwise that would be payable by the Seller; (ii) result in any payment becoming due, or increase the amount of any compensation due, in each case, to any current or former employee, manager, or consultant of the Seller; or (iii) increase any benefits otherwise payable under any Employee Plan.

(g)     Except as set forth on Schedule 3.11(g), (i) the Seller does not and is not required to contribute, and has no liability or obligation, to any Multiemployer Plan, (ii) the Seller has not incurred and does not reasonably expect to incur any liability under Title IV of ERISA, and (iii) no Employee Plan is (w) subject to Section 412 of the Code or Title IV of ERISA, (x) is a “multiple employer plan” within the meaning of Section 210 of ERISA or Section 413(c) of the Code, (y) is a “multiple employer welfare arrangement” as such term is defined in Section 3(40) of ERISA, or (z) provides group health or death benefits following termination of employment, other than to the extent required by Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code or by a comparable state Law. With respect to any Multiemployer Plans set forth on Schedule 3.11(g): (A) all contributions required to be made with respect to Transferred Employees have been timely paid; (B) the Seller has not incurred and is not expected to incur, directly or indirectly, any withdrawal liability under ERISA with respect to any such plan (whether by reason of the transactions contemplated by the Agreement or otherwise); (C) the Seller has not withdrawn, partially withdrawn, or received any notice of any claim or demand for withdrawal liability or partial withdrawal liability against it; (D) no such plan is (or is expected to be) insolvent or in reorganization and no accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, exists or is expected to exist with respect to any such plan nor any such plan is or reasonably expected to be “at-risk” under Section 430 of the Code; and (E) the Seller has no actual or contingent liability under Section 4204 of ERISA.

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(h)     With respect to each Employee Plan intended to qualify under Section 401(a) of the Code: (i) the IRS has issued a favorable determination letter or opinion letter or advisory letter (copies of which have been provided to Buyer) upon which the Seller is entitled to rely under IRS pronouncements, that such plan is, and such plan and its related trust are in fact, qualified under Section 401(a) of the Code and the related trusts are exempt from federal Income Tax under Section 501(a) of the Code; and (ii) no such determination letter, opinion letter or advisory letter has been revoked nor has revocation been threatened, nor has any amendment or other action or omission occurred with respect to any such plan since the date of its most recent determination letter, opinion letter or advisory letter, or application therefor, in any respect which would adversely affect its qualification, or materially increase its costs.

(i)     Each Employee Plan that constitutes a nonqualified deferred compensation plan subject to Section 409A of the Code has been operated and administered in compliance, in both form and operation, with the provisions of Section 409A of the Code and the treasury regulations and other generally applicable guidance published by the IRS thereunder, and, to the extent not inconsistent therewith, the Employee Plan’s terms. The Seller is not a party to, and is not otherwise obligated under, any Employee Plan or otherwise, which provides for a gross up of Taxes imposed by Section 409A of the Code.

Section 3.12     Insurance. Schedule 3.12 lists all insurance policies maintained by the Seller covering the Station or the Business. All such policies are in full force and effect. There is no material claim pending under any such insurance policy as to which coverage has been questioned, denied or disputed by the underwriters of such insurance policy, and the Seller has not received any written threatened termination of any of such insurance policies.

Section 3.13     Compliance with Law; Permits. Subject to Section 3.04 and Schedules 3.04(a), (b) and (c), with respect to the FCC Licenses, and except as set forth on Schedule 3.13, (a) the Seller has complied in all material respects with all Laws and all decrees, judgments and orders of any Governmental Authority in respect of the operation of the Business and (b) there are no Actions (exclusive of investigations by or before the FCC) pending or, to the Knowledge of Seller, threatened against the Seller with respect to the Station, except for those affecting the television broadcast industry generally. Except as set forth on Schedule 3.13, (i) the Seller holds all the Permits, (ii) all such Permits are valid and in full force and effect and (iii)  the Seller is in material compliance with the terms of all Permits. To the Knowledge of Seller, there is no Action pending or, to the Knowledge of Seller, threatened regarding the suspension, revocation, or cancellation of any Permits.

Section 3.14     Litigation. Except as set forth on Schedule 3.14, as of the date hereof, there is no Action pending or, to the Knowledge of Seller, threatened against the Seller relating to the Business (a) that would reasonably be expected to result in damages in excess of $250,000 or (b) which would reasonably be expected to affect the Seller’s ability to perform its obligations under this Agreement or otherwise impede, prevent or materially delay the consummation of the transactions contemplated by this Agreement.

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Section 3.15     Financial Statements. Schedule 3.15 sets forth copies of the following financial statements from the Seller’s internal reporting system relating solely to the Business (such financial statements, collectively, the “Financial Statements”): (a) the unaudited balance sheet and statement of operations as of and for the fiscal year ended 2013 and (b) the unaudited balance sheet and statement of operations as of and for the six (6) months ended June 30, 2014. The Financial Statements have been derived from the books and records of the Seller and fairly present, in all material respects, the financial position and results of operations of the Business as of the dates thereof and for the periods indicated therein in conformity with GAAP (except insofar as such unaudited Financial Statements may omit footnotes and may be subject to potential year-end adjustments that are not expected, either individually or in the aggregate, to be material).

Section 3.16     No Undisclosed Liabilities. Except as set forth on Schedule 3.16, the Seller, as it relates to the Business, has no liabilities or obligations of any kind or nature, whether known or unknown, absolute or contingent, accrued or unaccrued which would be required to be disclosed on a balance sheet of the Business prepared in accordance with GAAP or the notes thereto, except for liabilities which are (a) reflected or reserved for in the Financial Statements, (b) included in the calculation of the Estimated Settlement Statement or Final Settlement Statement, (c) current liabilities incurred in the ordinary course of business since the Balance Sheet Date, (d) contractual and similar liabilities incurred in the ordinary course of business and not required to be disclosed on a balance sheet of the Business prepared in accordance with GAAP or the notes thereto, (d) liabilities arising under applicable Law and not required to be disclosed on a balance sheet of the Business prepared in accordance with GAAP or the notes thereto or (e) contemplated by this Agreement.

Section 3.17     Absence of Changes. Since the Balance Sheet Date, there have not been any events, changes or occurrences or state of facts that, individually or in the aggregate, have had or would reasonably be expected to have, a Material Adverse Effect. Since the Balance Sheet Date, the Station has been operated in all material respects in the ordinary course of business consistent with past practice and there has not been in respect of the Business any damage, destruction or loss, whether or not covered by insurance, with respect to any of its property and assets having a replacement cost of more than $100,000, in each case, which damage, destruction or loss has not been (or, as of the Closing, will not be) remedied.

Section 3.18     No Brokers. No broker, investment banker, financial advisor or other third party has been employed or retained by the Seller in connection with the transactions contemplated by this Agreement or is or may be entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission, or the reimbursement of expenses, in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Seller.

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Section 3.19     Related Party Transactions. As it relates to the Business, except as set forth on Schedule 3.19 and other than employment arrangements, the Seller is not currently party to any material Contract with any of its Affiliates as it relates to the Station.

Section 3.20     All Assets. Except as set forth on Schedule 3.20, Buyer, upon the Closing, will acquire all right, title and interest in all assets (including all Real Property) used primarily or held for use in the Business as conducted as of the date hereof free and clear of all Liens, other than Permitted Liens.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

Section 4.01     Existence and Power. Buyer is an organization duly formed, validly existing and in good standing under the Laws of the jurisdiction of its organization and has all organizational powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted.

Section 4.02     Corporate Authorization.

(a)     The execution and delivery by Buyer of this Agreement and the Ancillary Agreements (to which Buyer will be a party), the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby are within Buyer’s company powers and have been duly authorized by all requisite organizational action on the part of Buyer.

(b)     This Agreement has been, and each Ancillary Agreement (to which Buyer is or will be a party) will be, duly executed and delivered by Buyer. This Agreement (assuming due authorization, execution and delivery by Seller) constitutes, and each Ancillary Agreement (to which Buyer is or will be a party) will constitute when executed and delivered by Buyer, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity).

Section 4.03     Governmental Authorization. The execution, delivery and performance by Buyer of this Agreement and each Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby require no action by or in respect of, or filing with or notification to, any Governmental Authority other than (a) the FCC Consent and DOJ approval of and to the Merger Transaction and (b) the Governmental Consents.

Section 4.04     Noncontravention. The execution, delivery and performance of this Agreement by Buyer and each Ancillary Agreement to which Buyer will be a party and the consummation of the transactions contemplated hereby and thereby do not and will not (a) violate or conflict with the organizational documents of Buyer, (b) assuming compliance with the matters referred to in Section 4.03, conflict with or violate any Law or Governmental Order applicable to Buyer, (c) require any consent or other action by or notification to any Person under, constitute a default under, or give to any Person any rights of termination, amendment, acceleration or cancellation of any right or obligation of Buyer or to a loss of any benefit relating to Seller to which Buyer is entitled under, any provision of any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other agreement or instrument to which Buyer is a party or by which any of Buyer’s assets is or may be bound or (d) result in the creation or imposition of any Lien (except for Permitted Liens) on any asset of Buyer, except, in the cases of clauses (b), (c) and (d), for any such violations, consents, actions, defaults, rights or losses as have not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Buyer or on Buyer’s ability to perform its obligations under this Agreement or the Ancillary Agreements.

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Section 4.05     Absence of Litigation. There are no Actions pending against or to the knowledge of Buyer, threatened, against Buyer before any Governmental Authority that in any manner challenges or seeks to prevent, enjoin, alter or delay materially the transactions contemplated by this Agreement.

Section 4.06     Qualifications. Except as set forth in Schedule 4.06, Buyer is legally, financially and otherwise qualified under the Communications Act and FCC Rules to acquire the FCC Licenses and own and operate the Station. Except as set forth on Schedule 4.06, (a) there are no facts known to Buyer that would disqualify Buyer as the assignee of the FCC Licenses or as owner and operator of the Station, (b) no waiver or exemption, whether temporary or permanent, of the Communications Act or FCC Rules is necessary for the FCC Consent to be obtained, (c) Buyer has no reason to believe that the FCC Application will be challenged or will not be granted by the FCC in the ordinary course due to any fact or circumstance relating to Buyer or any of its Affiliates or any of their respective officers, directors, shareholders, members or partners, and (d) no waiver of or exemption, whether temporary or permanent, from any provision of the Communications Act or FCC Rules is necessary for the FCC Consent to be obtained. Except as set forth in Schedule 4.06, Buyer is legally, financially and otherwise qualified under the Antitrust Laws to acquire the Station Assets and own and operate the Station.

Section 4.07     Brokers. There is no broker, finder, investment banker or other intermediary that has been retained by or is authorized to act on behalf of Buyer who is entitled to any fee or commission from either Buyer or any of its Affiliates upon consummation of the transactions contemplated by this Agreement and the Ancillary Agreements for which Seller could become liable.

Section 4.08     Financing. At Closing, Buyer will have, sufficient cash, available lines of credit or other sources of immediately available funds to enable it to make payment of the Purchase Price, all related fees and expenses in connection with the transactions contemplated by this Agreement and any other amounts to be paid by it in accordance with the terms of this Agreement.

Section 4.09     Projections and Other Information. Buyer acknowledges that, with respect to any projections, forecasts, business plans, budget information and similar documentation or information relating to Seller and the operation of the Station that Buyer has received from Seller or any of its Affiliates, (a) there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets, (b) Buyer is familiar with such uncertainties, (c) Buyer hereby accepts full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (d) Buyer does not have, and will not assert, any claim against Seller or any of its members, officers, Employees, Affiliates or representatives, or hold Seller or any such Persons liable, with respect thereto. Buyer represents that neither Seller nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Seller, or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and neither Seller nor any of its Affiliates or any other Person will have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer or its representatives or Buyer’s use of, any such information, including any confidential memoranda distributed on behalf of Seller relating to Seller or other publications or data room information provided to Buyer or its representatives, or any other document or information in any form provided to Buyer or its representatives in connection with the sale of the Station Assets and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Section 4.09 will in any way limit Buyer’s rights (including under Section 10.03(a) and Article XII) with respect to the express representations and warranties of Seller in this Agreement.

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Section 4.10     Solvency. Buyer is not entering into the transactions contemplated hereby with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to all of the transactions contemplated hereby, including the payment of the Purchase Price and payment of all related fees and expenses, Buyer and its Affiliates will be Solvent. For purposes of this Section 4.10, the term “Solvent” with respect to any Person means that, as of any date of determination, (a) the amount of the fair saleable value of the assets of such Person exceeds, as of such date, the value of all liabilities of such Person, including contingent and other liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal Laws governing determinations of the solvency of debtors, (b) such Person will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which they are engaged or proposed to be engaged following such date, and (c) such Person will be able to pay its liabilities, including contingent and other liabilities, as they mature. For purposes of this definition, “not have an unreasonably small amount of capital for the operation of the business in which it is engaged or proposed to be engaged” means that the Person will be able to generate enough cash from operations, asset dispositions or refinancing, or a combination thereof, to meet their financial obligations as they become due.

ARTICLE V
COVENANTS OF SELLER

Section 5.01     Operations Pending Closing. Between the date hereof and the Closing, except as (a) set forth in this Agreement, (b) contemplated by the applicable subsection of Schedule 5.01, or (c) required by applicable Law or the regulations or requirements of any regulatory organization applicable to the Seller, unless Buyer otherwise consents in writing which request for consent shall be directed to and promptly considered in accordance with the terms and conditions of this Section 5.01 by Buyer and which consent shall (i) not be unreasonably withheld, conditioned or delayed in the case of clauses (c), (e), (f), (g), (h), (i), (l), (n), (r), (s), (t), (u) or (w), and (ii) which may otherwise be withheld in Buyer’s sole discretion, Seller shall:

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(a)     operate the Station in the ordinary course and in all material respects in accordance with the Communications Laws, the FCC Licenses and with all other applicable Laws;

(b)     not cause or permit, or agree or commit to cause or permit, by act or failure to act, any of the FCC Licenses to expire or to be revoked, suspended or adversely modified, or take or fail to take any action that would cause the FCC or any other Governmental Authority to institute proceedings (other than proceedings of general applicability) for the suspension, revocation or adverse modification of any of the FCC Licenses listed on Schedule 3.04(a);

(c)     other than in the ordinary course of business or for the purpose of disposing of obsolete or worthless assets, not (i) sell, lease, license or dispose of or agree to sell, lease, license or dispose of any material assets unless replaced with similar items of substantially equal or greater value and utility or (ii) create, assume or permit to exist any Liens upon their assets, except for Permitted Liens;

(d)     not dissolve, liquidate, merge or consolidate with any other entity;

(e)     maintain, repair and replace the Tangible Personal Property, including any Tangible Personal Property which has been damaged prior to Closing, and maintain, repair and replace the Real Property, including any improvements thereon, which has been damaged prior to Closing, in each case in the ordinary course of business;

(f)      (i) upon reasonable written advance notice, give Buyer and its representatives reasonable access at reasonable, mutually agreed-upon times during normal business hours to the Station, and furnish Buyer with information relating to the Business that Buyer may reasonably request, provided, however, that such access rights shall not be exercised in a manner that interferes with the Business and (ii) otherwise provide such reasonable assistance and cooperation as may be requested by Buyer from time to time prior to the Closing Date to reasonably facilitate the transition of the Business, including facilities, operations and applicable data, to Buyer upon and effective as of the Effective Time;

(g)     except as otherwise required by Law, not enter into, renew or renegotiate any employment agreement with a Transferred Employee providing for annual compensation in excess of $100,000, any severance agreement or any labor, or union agreement or plan, including any Collective Bargaining Agreement, that will be binding upon Buyer after the Closing;

(h)     not hire or terminate the employment of any Station general manager or any other Transferred Employee with annual aggregate non-equity compensation, including target bonuses, in excess of $100,000, excluding any terminations for “cause” as reasonably determined by Sellers;

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(i)     except in the ordinary course of business, not (i) materially increase the compensation or benefits payable to any Transferred Employee, or (ii) modify any severance policy applicable to any Transferred Employee that would result in any material increase in the amount of severance payable to any such Transferred Employee (or would materially expand the circumstances in which such severance is payable);

(j)     not sell, lease, license or otherwise dispose of or encumber any Station Asset except (i) pursuant to or in accordance with existing Assumed Contracts or (ii) immaterial Station Assets in the ordinary course of business consistent with past practices;

(k)     use commercially reasonable efforts to maintain the Station’s MVPD carriage existing as of the date of this Agreement;

(l)     except for agreements and contracts which can be terminated by the Seller without penalty upon notice of ninety (90) days or less, not (i) enter into any agreement or contract that would have been a Material Contract were the Seller a party or subject thereto on the date of this Agreement unless such agreement or contract (x) is entered into in the ordinary course of business and (y) does not involve payments by the Seller of greater than $250,000 during any twelve (12) month period, (ii) amend in any material respect any Material Contract unless such amendment (x) is effected in the ordinary course of business, (y) does not increase the amount of payments to be made by the Seller during any twelve (12) month period by $250,000 or more or (iii) terminate or waive any material right under any Material Contract other than in the ordinary course of business (excluding the expiration of any Material Contract in accordance with its terms) (it being understood that if any such entry into, or amendment or termination of any such agreement or contract is permitted pursuant to this Section 5.1(k) as a result of the references to acts taken in the ordinary course of business, but such action would otherwise be prohibited by any other provision of this Section 5.1, then this Section 5.1(k) shall not be interpreted to permit such action without the prior written consent of Buyer as contemplated hereby);

(m)     not enter into any Contract constituting a Sharing Agreement with respect to the Station;

(n)     not change any accounting practices, procedures or methods (except for any change required under GAAP or applicable law) or maintain its books and records, in each case in a manner other than in the ordinary course of business;

(o)     not make or agree or commit to make any capital expenditure, except (i) for capital expenditures equal to or less than $200,000 in connection with any particular project or equal to or less than $500,000 in the aggregate, and (ii) for emergency commitments or expenditures;

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(p)     maintain its qualifications to hold the FCC Licenses with respect to the Station and not take any action that will materially impair such FCC Licenses or such qualifications;

(q)     promote the programming of the Station (both on-air and using third party media) in the ordinary course of business, taking into account inventory availability;

(r)     not adopt, enter into or become bound by any new Employee Plan or amend, modify or terminate any Employee Plan, except (i) to comply with applicable Law, (ii) in the ordinary course of business consistent with past practices without any additional post-Closing material liability to the Seller or (iii) as otherwise contemplated by this Agreement;

(s)     keep in full force and effect the material insurance policies set forth on Schedule 3.12 (or other insurance policies comparable in amount and scope);

(t)     not make or rescind any election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or change any of its methods of reporting income or deductions on its Income Tax Returns, or the classifications of its existing property and assets, in each case, to the extent such action would reasonably be expected to materially and adversely affect Buyer or its Affiliates after the Closing;

(u)     not (i) enter into or agree or commit to enter into any new Tradeout Agreement relating to the Station with a value in excess of $40,000, and $200,000 in the aggregate, prior to Closing that will not be fully performed prior to the Closing or (ii) make any guarantee of commercial ratings other than in the ordinary course of business consistent with past practice;

(v)     (i) utilize the Program Rights only in the ordinary course of business consistent with past practice and (ii) not sell or otherwise dispose of any such Program Rights;

(w)     not extend credit to advertisers other than in the ordinary course of business consistent with past practice;

(x)     timely make retransmission consent elections with all MVPDs located in or serving the Station’s Markets;

(y)     not enter into any retransmission consent agreement relating to the Station other than as set forth on Schedule 5.01(y);

(z)     not enter into any Contract with any Affiliate or Subsidiary of Seller that survives the Closing; and

(aa)     not agree, commit or resolve to take any actions inconsistent with the foregoing.

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Section 5.02     No Negotiation. Until such time as this Agreement shall be terminated pursuant to Section 11.01, Seller, its Affiliates, and their respective members, officers, investment bankers and agents shall cease any discussions or negotiations with, and shall not, directly or indirectly, solicit, initiate, encourage or entertain any inquiries or proposals from, discuss or negotiate with, provide any nonpublic information to or consider the merits of any inquiries or proposals from any Person (other than Buyer) relating to the sale of all or a significant portion of the Station Assets (whether by sale of assets, equity, or otherwise); provided, that if Buyer and Seller, acting reasonably and in good faith, jointly determine that the FCC Consent or HSR Clearance (if necessary) is not likely to be obtained by the Outside Date identified in Section 11.01(b)(i) because of circumstances that do not involve a breach by either party of any representation, warranty, covenant, or other obligation under this Agreement, the parties shall execute a document suspending the applicability of this section. Seller shall notify Buyer of any such inquiry or proposal referenced herein within three (3) Business Day of receipt or the Knowledge of Seller of the same.

Section 5.03     No-Hire. During the period beginning on the date hereof and ending on the first (1st) anniversary of the Closing Date, the Seller, and its Affiliates will not, directly or indirectly, solicit to employ or hire any Employee who is contemplated to be or is a Transferred Employee, unless Buyer first terminates the employment of such employee, such employee voluntarily terminates without inducement by the Seller or its Affiliates, or Buyer gives its written consent to such employment or offer of employment; provided, however, that the Seller or its Affiliates shall be permitted to make a general solicitation for employment not targeted to any Employee of the Seller who is contemplated to be or is a Transferred Employee and shall not be prohibited from employing any such employee pursuant to such a general solicitation.

Section 5.04     Interim Reports. Within forty-five (45) days after the end of each calendar month during the period from the date hereof through the Closing, if applicable, the Seller shall provide to Buyer the unaudited balance sheet for the Station as of the end of such month and the related combined unaudited statement of operations for such month ended for the Station. Such reports shall be prepared on the same basis as the Financial Statements. The Seller shall also provide to Buyer weekly pacing reports for each of the Station promptly following the end of each week during the period from the date hereof through the Closing.

ARTICLE VI
COVENANTS OF BUYER

Section 6.01     Access to Information. After the Closing Date, upon reasonable notice, Buyer will promptly provide the Seller and its agents reasonable access to its properties, books, records, employees and auditors, at the sole cost and expense of the Seller, solely to the extent necessary to permit the Seller to determine any matter relating to its rights and obligations (or those of its Affiliates) hereunder, or to any period ending on or before the Closing Date; provided, that the Seller will hold, and will cause its agents to hold, in confidence, all confidential or proprietary information to which it has had access to pursuant to this Section 6.01; provided, further, that such access shall not unreasonably interfere with Buyer’s business or operations.

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Section 6.02     Accounts Receivable.

(a)     The Seller shall deliver to Buyer, on or promptly after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180^th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time.

(b)     Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer.

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(c)     The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section.

(d)     Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours.

(e)     Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable.

(f)     Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current.

(g)     The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables.

(h)     If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment.

(i)     All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

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Section 6.03     Termination of Rights to the Names and Marks. As soon as practicable after the Closing Date (and in any event within ninety (90) days thereafter), Buyer shall, and shall cause each of its Affiliates, to cease and discontinue all uses of, and delete or remove from all products, signage, vehicles, properties, technical information and promotional materials, the names and marks set forth on Schedule 6.03.

Section 6.04     Insurance Policies. All of the insurance policies with respect to the Station may be cancelled by the Seller as of the Closing Date, and any refunded premiums shall be retained by the Seller. Buyer will be solely responsible for acquiring and placing its casualty insurance, business interruption insurance, liability insurance and other insurance policies for the Station, including the Station Assets and Assumed Liabilities, for periods on and after the Effective Time.

Section 6.05     Title Commitments; Surveys. Buyer shall have the responsibility to obtain, at its sole option and expense, (a) commitments for owner’s and lender’s title insurance policies on the Owned Real Property and commitments for lessee’s and lender’s title insurance policies for all Real Property that is leased pursuant to a Real Property Lease (collectively, the “Title Commitments”), and (b) an ALTA survey on each parcel of Real Property (the “Surveys”); provided, however, that Seller shall provide Buyer with any existing Title Commitments and Surveys in the possession of Seller, to the extent Buyer is able to do so.  The Title Commitments will evidence a commitment to issue an ALTA title insurance policy insuring good, marketable and indefeasible fee simple (or leasehold, if applicable) title to each parcel of the Real Property contemplated above for such amount as Buyer directs.  Seller shall reasonably cooperate with Buyer in obtaining such Title Commitments and Surveys, provided that the Seller shall not be required to incur any cost, expense or other liability in connection therewith.  If the Title Commitments or Surveys reveal any Lien on the title other than Permitted Liens, Buyer shall notify Seller in writing of such objectionable matter as soon as Buyer becomes aware that such matter is not a Permitted Lien, and Seller agrees to use commercially reasonable efforts to remove such objectionable matter as required pursuant to the terms of this Agreement.

Section 6.07     No-Hire. Except as pursuant to the terms of this Agreement, during the period beginning on the date hereof and ending on the first (1st) anniversary of the Closing Date, Buyer, and its Affiliates will not, directly or indirectly, solicit to employ or hire any employee of the Seller or its Affiliate whose primary work location is in the Market, unless the Seller first terminates the employment of such employee, such employee voluntarily terminates without inducement by Buyer or its Affiliates, or the Seller gives its written consent to such employment or offer of employment; provided, however, that Buyer or its Affiliates shall be permitted to make a general solicitation for employment (including in the Market) not targeted to any employee of the Seller and shall not be prohibited from employing any such employee pursuant to such a general solicitation.

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ARTICLE VII
JOINT COVENANTS

Section 7.01     Commercially Reasonable Efforts; Further Assurances.

(a)     Subject to the terms and conditions of this Agreement, Buyer and the Seller will each use commercially reasonable efforts to take, or cause to be taken, all actions, and do, or cause to be done, all efforts reasonably necessary or desirable under applicable Law to consummate the transactions contemplated by this Agreement.

(b)     In furtherance and not in limitation of Section 7.01(a), Buyer and the Seller shall prepare and file with the FCC as soon as practicable but in no event later than five (5) Business Days after the date hereof the requisite applications (collectively, the “FCC Application”) and other necessary instruments or documents requesting the FCC Consent and thereupon prosecute the FCC Application with all reasonable diligence to obtain the requisite FCC Consent; provided, that, except as set forth in the following sentence, neither Buyer nor the Seller shall be required to pay consideration to any third party to obtain the FCC Consent. Buyer and the Seller shall each pay one-half (1/2) of the FCC filing fees relating to the transactions contemplated hereby, irrespective of whether the transactions contemplated by this Agreement are consummated. Buyer and the Seller shall each oppose any petitions to deny or other objections filed with respect to the FCC Application to the extent such petition or objection relates to such party. Except as set forth on Schedule 7.01, neither the Seller nor Buyer shall take any intentional action, or intentionally fail to take any action, which would reasonably be expected to materially delay the receipt of the FCC Consent. To the extent necessary, the Seller shall promptly enter into a tolling agreement or other arrangement if requested by the FCC with respect to any complaints regarding the FCC Licenses, and, subject to the indemnification obligation set forth in Section 12.03(a)(iii), Buyer shall accept liability in connection with any enforcement Action by the FCC with respect to such complaints as part of such tolling or other arrangement provided that it is understood and agreed that Buyer shall be entitled to indemnification from any such liability under Section 12.03(a)(iii) as if it were an Excluded Liability. If the Closing shall not have occurred for any reason within the original effective period of the FCC Consent, and neither party shall have terminated this Agreement under Article XI, Buyer and the Seller shall jointly request an extension of the effective period of the FCC Consent. No extension of the FCC Consent shall limit the right of either party to exercise its rights under Article XI.

(c)     Within five (5) Business Days after the date of this Agreement, Buyer and the Seller shall make all required filings (if necessary) with the Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) pursuant to the HSR Act, with respect to the transactions contemplated hereby (including a request for early termination of the waiting period thereunder), and shall thereafter promptly respond to all requests received from such agencies for additional information or documentation. Expiration or termination of any applicable waiting period under the HSR Act is referred to herein as the “HSR Clearance”. Any filing fees payable under the HSR Act relating to the transactions contemplated hereby shall be borne one-half (1/2) by each the Buyer and the Seller.

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(d)     In connection with the efforts referenced in Section 7.01(a), and Section 7.01(b), to obtain the FCC Consent and HSR Clearance (if necessary), Buyer and the Seller shall (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, and (ii) keep the other party informed in a timely manner and in all material respects of any material communication received by such party from, or given by such party, to the FCC, FTC, DOJ or any other Governmental Authority (including the provision of copies of any pleadings, documents, or other communications exchanged with the FCC, FTC, DOJ or any other Governmental Authority) and the material non-confidential portions of any communications received or given by a private party with respect to this Agreement and the transactions contemplated hereby), (iii) permit the other party to review any material non-confidential portions of any communication given or to be given by it to the FCC, FTC, DOJ and any other Governmental Authority with respect to this Agreement and the transactions contemplated hereby, and (iv) consult with each other in advance of and be permitted to attend any meeting or conference with, the FCC, FTC, DOJ or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, in each case regarding any of the transactions contemplated by this Agreement.

Section 7.02     Confidentiality. Buyer and the Seller (or Affiliates thereof) are parties to the Confidentiality Agreement with respect to the Seller, Buyer and the Station. To the extent not already a direct party thereto, Buyer and the Seller hereby assume (and agrees to cause each assignee to assume) the Confidentiality Agreement and agrees to be bound by the provisions thereof. Without limiting the terms of the Confidentiality Agreement, subject to the requirements of applicable Law, all non-public information regarding the Seller, Buyer and their Affiliates and their business and properties that is disclosed in connection with the negotiation, preparation or performance of this Agreement (including, without limitation, all financial information provided by the Seller to Buyer) shall be confidential and shall not be disclosed to any other Person, except Buyer’s and the Seller’s representatives and Buyer’s and its Affiliates’ lenders for the purpose of consummating the transaction contemplated by this Agreement.

Section 7.03     Certain Filings; Further Actions. The Seller and Buyer shall cooperate with one another (a) in determining whether any Action by or in respect of, or filing with, any Governmental Authority is required, or any Actions, consents, approvals or waivers are required to be obtained from parties to any Assumed Contracts, in connection with the consummation of the transactions contemplated by this Agreement and (b) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers; provided, that the Seller and Buyer shall not be required to pay consideration to obtain any such consent, approval or waiver.

Section 7.04     Control Prior to Closing. This Agreement and, without limitation, the covenants in Article V, are not intended to and shall not be construed to transfer control of the Station or to give Buyer any right, directly or indirectly, to control, supervise or direct, or attempt to control, supervise or direct, the personnel, programming or finances, or any other matter relating to the operation of the Station prior to the Closing, and the Seller shall have ultimate control and supervision of all aspects of Station operations up to the time of the Closing.

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Section 7.05     Public Announcements. The parties shall agree on the terms of any press release, if any, that announces the transactions contemplated hereby and each party will obtain the other party’s prior written consent before issuing any press release or making any public announcement regarding this Agreement or the transactions contemplated hereby; provided, that either party shall be permitted without the consent of the other to issue any press releases or public statements which may be required by applicable Law or any listing agreement with any national securities exchange; provided further, that prior to the issuance of such press release or public statement, the other party shall be provided notice and an opportunity to comment on such press release or public statement. Notwithstanding anything to the contrary in this Section 7.05, the parties acknowledge that this Agreement and the FCC Application will be filed with the FCC and a local public notice will be broadcast on the Station and published in a local newspaper pursuant to applicable FCC Rules.

Section 7.06     Notices of Certain Events. From the date hereof until the earlier to occur of the Closing Date or the termination of this Agreement in accordance with Article XI, the Seller, on the one hand, and Buyer, on the other hand, shall each promptly notify the other of:

(a)     any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement;

(b)     in the case of the Seller, (i) the occurrence or non-occurrence of any event which, to the Knowledge of Seller, has caused any representation or warranty made by it herein to be untrue or inaccurate in any material respect at any time on or after the date hereof and prior to the Closing and (ii) any material failure on the part of the Seller to comply with or satisfy any covenant, condition or agreement set forth herein to be complied with or satisfied by the Seller hereunder on or after the date hereof and prior to the Closing; and

(c)     in the case of Buyer, (i) the occurrence or non-occurrence of any event which, to its knowledge and the knowledge of its chief executive officer and chief operating officer (or persons holding similar positions), has caused any representation or warranty made by it herein to be untrue or inaccurate, in any material respect at any time on or after the date hereof and prior to the Closing and (ii) any material failure on the part of Buyer to comply with or satisfy any covenant, condition or agreement set forth herein to be complied with or satisfied by Buyer hereunder on or after the date hereof and prior to the Closing.

Section 7.07     Retention of Records; Post-Closing Access to Records.

(a)     Notwithstanding anything to the contrary contained in this Agreement, the Seller and its Affiliates may retain and use, at their own expense, copies of all documents or materials transferred hereunder, in each case, which (i) are used in connection with the businesses of the Seller or its Affiliates, other than the operation of the Station, (ii) the Seller or any of its Affiliates in good faith determines that it is reasonably likely to need access to in connection with the defense (or any counterclaim, cross-claim or similar claim in connection therewith) of any Action against or by the Seller or any of its Affiliates pending or threatened as of the Closing Date, or (iii) the Seller or any of its Affiliates in good faith determines it is reasonably likely to need access to in connection with any filing, report, or investigation to or by any Governmental Authority subject, in the case of clauses (ii) and (iii), to the reasonable agreement of the parties as to maintaining the confidentiality of any such materials and information.

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(b)     Notwithstanding anything to the contrary contained in this Agreement, for a period of three (3) years after the Closing Date, the Seller and its Affiliates shall maintain, and provide Buyer and its representatives reasonable access to, those records of the Seller and its Affiliates insofar as they relate to the Station Assets that relate to periods prior to the consummation of the Closing, during normal business hours and on at least ten (10) Business Days’ prior written notice (or such shorter time period as necessitated by the urgency of the underlying facts and circumstances). If the Seller or any of its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such three (3)-year period in accordance with the record retention policies of the Seller then in effect, the Seller shall, prior to such disposal, give Buyer ten (10) Business Days’ prior notice to enable Buyer, at Buyer’s expense, to segregate and remove such books and records as Buyer may select, subject to destruction of correspondence and other similar documents in the ordinary course, in accordance with customary retention policies and applicable Law.

Section 7.08     Cooperation in Litigation. Buyer and the Seller shall (and shall cause their respective Affiliates to) reasonably cooperate with each other at the requesting party’s expense in the prosecution or defense of any Action arising from or related to the operation of the Station and involving one or more third parties. The party requesting such cooperation shall pay the reasonable out-of-pocket expenses (excluding internal costs) incurred in providing such cooperation (including reasonable legal fees and disbursements) by the party providing such cooperation and by its Affiliates and its and their officers, members, directors, employees and agents.

Section 7.09     Financial Statement Assistance.

(a)     Buyer acknowledges that the parent company of Seller is a public company listed on the New York Stock Exchange and, as such, has certain financial reporting obligations under applicable Law and/or stock exchange requirements, which may require such parent company to file with the Securities and Exchange Commission (“SEC”) on a Current Report on Form 8-K certain audited and unaudited  financial statements and related footnotes for the Station and other television stations being sold to Buyer and its Affiliates by Seller and its Affiliates for certain periods and pro forma financial statements of such parent company giving effect to the transaction contemplated hereby and such other acquisitions, all of which must be prepared in accordance with GAAP and the requirements of the Securities Exchange Act and the pronouncements of the SEC thereunder (the “Post-Closing Financial Statements”).

(b)     In order that parent company of Seller may comply with its obligation as described under Section 7.09(a) above, prior to and after the Closing, Buyer shall reasonably assist Seller in the preparation of the Post-Closing Financial Statements, including by, among other things,  providing reasonable access to Seller and its auditors and other representatives of Seller as reasonably necessary, to all work papers of Buyer, accounting books and records relating to the Station and the other applicable television stations during the relevant periods and to the appropriate personnel of Buyer to verify the accuracy, presentation and other matters relating to the preparation of the Post-Closing Financial Statements.

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ARTICLE VIII
EMPLOYEE MATTERS

Section 8.01     Employment.

(a)     On or before the Closing Date, Buyer shall offer employment as of the Closing Date to each Employee employed immediately prior to the Closing Date, including those listed on Schedule 3.11(b), who is not on authorized or unauthorized leave of absence, sick leave, short or long-term disability leave, military leave or layoff with recall rights (“Active Employees”). Employees who are on authorized leave of absence, sick leave, short or long-term disability leave, military leave or layoff with recall rights (collectively, “Inactive Employees”) shall be offered employment by Buyer only if they return to active employment immediately following such absence within six (6) months of the Closing Date, or such later date as required under applicable Law, who accept Buyer’s offer of employment and commence employment on the applicable Employment Commencement Date are hereinafter referred to collectively as the “Transferred Employees” The “Employment Commencement Date” as referred to herein shall mean (i) as to those Transferred Employees who are Active Employees hired upon the Closing Date, the Closing Date, and (ii) as to those Transferred Employees who are Inactive Employees, the date on which the Transferred Employee begins employment with Buyer. Buyer shall employ at-will those Transferred Employees who are not Union Employees (the “Non-Union Transferred Employees”) and who do not have employment agreements with Seller (or its Affiliates) initially at a monetary compensation (consisting of base salary, and, as applicable, commission rate and normal bonus opportunity) materially comparable to those provided to similarly situated employees of Buyer immediately prior to the Employment Commencement Date. The initial terms and conditions of employment for those Non-Union Transferred Employees who have employment agreements with the Seller (or its Affiliates) shall be as set forth in such employment agreements; provided, that Buyer may require such Non-Union Transferred Employees to execute comparable new employment agreements with Buyer as a condition of employment. From the Employment Commencement Date until at least one (1) year after the Closing Date, Buyer shall provide each Non-Union Transferred Employee employed by Buyer with compensation that, in the aggregate, is no less favorable than the compensation provided to the Non-Union Transferred Employees immediately prior to the Effective Time and employee benefits that, in the aggregate, are no less favorable than the employee benefits provided by Buyer to similarly situated employees of Buyer, provided that sales commissions and bonuses based on performance may be less to the extent of changes in performance by such Non-Union Transferred Employee, to the extent such sales commissions and bonuses are based thereon; provided, however, that, except as set forth in Section 8.05, Buyer shall not be obligated to provide Transferred Employees credit for past time with respect to sick leave. Buyer agrees that Buyer shall provide severance benefits to the Transferred Employees on terms that are at least favorable to those provided to similarly situated employees of Buyer. To the extent permitted by Law, Buyer shall give Transferred Employees full credit for purposes of eligibility waiting periods and vesting, and for benefit accrual (other than benefit accrual under a defined benefit pension plan) under the employee benefit plans or arrangements or severance practices maintained by the Buyer or its Affiliates in which such Transferred Employees participate for such Transferred Employees’ service with the Seller or its Affiliates or predecessors.

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(b)     Buyer shall employ those Transferred Employees that are Union Employees in accordance with the terms and conditions established in the applicable Bargaining Agreement and under applicable Law. If and to the extent any Seller has entered into or is bound by any Bargaining Agreements, Buyer and Seller shall cooperate fully in the assignment and assumption of such Bargaining Agreements and in any negotiations with respect thereto such that, as of the Closing Date, Buyer shall have (whether through such an assumption, negotiations or otherwise) the same rights and obligations with respect to the Union Employees who are Transferred Employees as Seller had immediately before such date.

Section 8.02     Savings Plan. Buyer shall cause a tax-qualified defined contribution plan established or designated by Buyer (a “Buyer’s 401(k) Plan”) to accept rollover contributions from the Transferred Employees of any account balances distributed to them by the Seller’s 401(k) Plan. Buyer shall allow any such Transferred Employees’ outstanding plan loan to be rolled into Buyer’s 401(k) Plan. The distribution and rollover described herein shall comply with applicable Law, and each party shall make all filings and take any actions required of such party by applicable Law in connection therewith. Buyer’s 401(k) Plan shall credit Transferred Employees with service credit for eligibility and vesting purposes for service recognized for the equivalent purposes under the Seller’s 401(k) Plan.

Section 8.03     Employee Welfare Plans. The Seller shall retain responsibility for and continue to pay all medical, life insurance, disability and other welfare plan expenses and benefits for each Transferred Employee with respect to claims incurred under the terms of the Employee Plans by such Employees or their covered dependents prior to the Employment Commencement Date. Expenses and benefits with respect to claims incurred by Transferred Employees or their covered dependents on or after the Employment Commencement Date shall be the responsibility of Buyer, subject to the terms and conditions of Buyer’s welfare plans. With respect to any welfare benefit plans maintained by Buyer for the benefit of Transferred Employees on and after the Employment Commencement Date, to the extent permitted by applicable Law, Buyer shall (a) cause there to be waived any eligibility requirements or pre-existing condition limitations to the same extent waived generally by Buyer with respect to its employees and (b) give effect, in determining any deductible and maximum out-of-pocket limitations, amounts paid by such Transferred Employees with respect to similar plans maintained by the Seller.

Section 8.04     Vacation. Buyer will assume all liabilities for unpaid, accrued vacation and personal time of each Transferred Employee as of the Employment Commencement Date, giving service credit under Buyer’s vacation and personal time policy for service with the Seller and shall permit Transferred Employees to use their vacation and personal time entitlement accrued as of the Closing Date in accordance with Buyer’s policy for carrying over unused vacation and personal time. To the extent that, following the Closing Date Buyer’s policies do not permit a Transferred Employee to use any accrued and unused vacation and personal time for which Buyer has assumed the liabilities hereunder (other than as a result of such Transferred Employee’s failure to use such vacation and personal time despite his or her eligibility to do so, without adverse consequences, under Buyer’s policies), Buyer will pay such Transferred Employee for any such vacation and personal time. Service with the Seller shall be taken into account in determining Transferred Employees’ vacation and personal time entitlement under Seller’s vacation and personal time policy after the Closing Date. Notwithstanding any provision in this Agreement to the contrary, no Transferred Employee shall be entitled to receive duplicate credit for the same period of service.

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Section 8.05     Sick Leave. Buyer will assume all liabilities for unpaid, accrued sick leave of each Transferred Employee as of the Employment Commencement Date, giving service credit under Buyer’s sick leave for service with the Seller, and Buyer shall grant credit to Transferred Employees for all unused sick leave accrued by such Transferred Employee on the basis of their service during the current calendar year as employees of the Seller in accordance with the Seller’s policy on sick leave.

Section 8.06     No Further Rights. Without limiting the generality of Section 13.08, nothing in this Article VIII, express or implied, is intended to confer on any Person (including any Transferred Employees and any current or former Employees of the Seller) other than the parties hereto and their respective successors and permitted assigns any rights, benefits, remedies, obligations or liabilities under or by reason of this Article VIII. Accordingly, notwithstanding anything to the contrary in this Article VIII, this Agreement is not intended to create a Contract between Buyer, the Seller and any of their respective Affiliates on the one hand and any Employee of the Seller on the other hand, and no Employee of the Seller may rely on this Agreement as the basis for any breach of contract claim against Buyer or the Seller.

Section 8.07     Flexible Spending Plan. As of the Employment Commencement Date, the Seller shall transfer, or use commercially reasonable efforts to cause to be transferred, from the Employee Plans that are medical and dependent care account plans (each, a “Seller FSA Plan”) to one or more medical and dependent care account plans established or designated by Buyer (collectively, the “Buyer FSA Plan”) the account balances (positive or negative) of Transferred Employees, and Buyer shall be responsible for the obligations of the Seller FSA Plans to provide benefits to the Transferred Employees with respect to such transferred account balances at or after the Employment Commencement Date (whether or not such claims are incurred prior to, on or after such date). Each Transferred Employee shall be permitted to continue to have payroll deductions made as most recently elected by him or her under the applicable Seller FSA Plan. As soon as reasonably practicable following the end of the plan year for the Buyer FSA Plan, including any grace period, Buyer shall promptly reimburse Seller for benefits paid by the Seller FSA Plans to any Transferred Employee prior to the Employment Commencement Date to the extent in excess of the payroll deductions made in respect of such Transferred Employee at or prior to the Employment Commencement Date but only to the extent that such Transferred Employee continues to contribute to the Buyer FSA Plan the amount of such deficiency. This Section 8.07 shall be interpreted and administered in a manner consistent with Rev. Rul. 2002-32.

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Section 8.08     Payroll Matters. The Seller and Buyer shall utilize the following procedures for preparing and filing Internal Revenue Service Forms W-2 (Wage and Tax Statements), as described in Revenue Procedure 2004-53 for Transferred Employees:

(a)     (i) The Seller shall provide all required Forms W-2 to (x) all Transferred Employees reflecting wages paid and taxes withheld by the Seller prior to the Employment Commencement Date, and (y) all other Employees and former Employees of the Seller who are not Transferred Employees reflecting all wages paid and taxes withheld by the Seller, and (ii) Buyer (or one of its Affiliates) shall provide all required Forms W-2 to all Transferred Employees reflecting all wages paid and taxes withheld by Buyer (or one of its Affiliates) on and after the Employment Commencement Date.

(b)     The Seller and Buyer shall adopt the “alternative procedure” of Revenue Procedure 2004-53 for purposes of filing Internal Revenue Service Forms W-4 (Employee’s Withholding Allowance Certificate) and W-5 (Earned Income Credit Advance Payment Certificate). Under this procedure, the Seller shall provide to Buyer all Internal Revenue Service Forms W-4 and W-5 on file with respect to each Transferred Employee and any written notices received from the Internal Revenue Service under Reg. § 31.3402(f)(2)-1(g)(5) of the Code, and Buyer will honor these forms until such time, if any, that such Transferred Employee submits a revised form.

(c)     With respect to garnishments, tax levies, child support orders, and wage assignments in effect with the Seller on the Employment Commencement Date for Transferred Employees and with respect to which the Seller has notified Buyer in writing, Buyer shall honor such payroll deduction authorizations with respect to Transferred Employees and will continue to make payroll deductions and payments to the authorized payee, as specified by a court or order which was filed with the Seller on or before the Employment Commencement Date, to the extent such payroll deductions and payments are in compliance with applicable Law, and the Seller will continue to make such payroll deductions and payments to authorized payees as required by Law with respect to all other Employees of the Seller who are not Transferred Employees. The Seller shall, as soon as practicable after the Employment Commencement Date, provide Buyer with such information in the possession of the Seller as may be reasonably requested by Buyer and necessary for Buyer to make the payroll deductions and payments to the authorized payee as required by this Section 8.08(c).

Section 8.09     WARN Act. Buyer shall not take any action on or after the Effective Date that would cause any termination of employment of any Employees by Seller that occurs before the Closing to constitute a “plant closing” or “mass layoff” under the Worker Adjustment and Retraining Act of 1988, as amended (the “WARN Act”) or any similar state or local Law, or to create any liability to Seller for any employment terminations under applicable Law. The Assumed Liabilities shall include all liabilities with respect to any amounts (including any severance, fines or penalties) payable under or pursuant to the WARN Act or any similar state or local Law with respect to any Employees who do not become Transferred Employees as a result of Buyer’s failure to extend offers of employment or continued employment as required by Section 8.01 or in connection with events that occur from and after the Closing, and Buyer shall reimburse the Seller for any such amounts.

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ARTICLE IX
TAX MATTERS

Section 9.01     Bulk Sales. The Seller and Buyer hereby waive compliance with the provisions of any applicable bulk sales law and no representations, warranty or covenant contained in this Agreement shall be deemed to have been breached as a result of such noncompliance; provided, that subject to Section 9.02, Seller shall be liable for any liability arising from such non-compliance solely in accordance with Buyer’s right to indemnification in accordance with Article XII.

Section 9.02     Transfer Taxes. All Transfer Taxes arising out of or in connection with the transactions effected pursuant to this Agreement shall be shared equally by the Seller and Buyer. The party which has the primary responsibility under applicable Law for the payment of any particular Transfer Tax, shall prepare the relevant Tax Return and notify the other party in writing of the Transfer Taxes shown on such Tax Return. Such other party shall pay the party that paid the Transfer Tax an amount equal to fifty percent (50%) of such Transfer Taxes by check or wire transfer of immediately available funds no later than the date that is the later of (i) five (5) Business Days after the date of such notice or (ii) two (2) Business Days prior to the due date for such Transfer Taxes. The Seller and Buyer shall cooperate in the preparation, execution and filing of all Transfer Tax Returns and shall cooperate in seeking to secure any available exemptions from such Transfer Taxes.

Section 9.03     FIRPTA Certificate. The Seller shall deliver to Buyer on the Closing Date, duly completed and executed certificates of non-foreign status pursuant to section 1.1445-2(b)(2) of the Treasury regulations sufficient to exempt Buyer from the requirements of Code Section 1445(a). The sole remedy, including for purposes of Section 10.03 and Article XI or Article XII for failure to provide any such certificate shall be to permit Buyer to make any withholdings as are required pursuant to Section 1445 of the Code.

Section 9.04     Taxpayer Identification Numbers. The taxpayer identification numbers of Buyer and Seller are set forth on Schedule 9.04.

Section 9.05     Taxes and Tax Returns. The Seller shall be liable for payment of and shall prepare and properly file on a timely basis true, complete and accurate Tax Returns and other documentation for any and all Taxes incurred with respect to the Station Assets and the operation of the Station for any Pre-Closing Tax Period, and Buyer shall be liable for payment of and shall prepare and properly file on a timely basis true, complete and accurate Tax Returns and other documentation for any and all Taxes incurred with respect to the Station Assets and the operation of the Station for any Post-Closing Tax Period. Buyer shall prepare and properly file, consistent with past practice, all Tax Returns for any taxable period beginning before and ending after the Effective Time (a “Straddle Period”). Notwithstanding anything to the contrary in this Section 9.05, all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Station Assets for any Straddle Period shall be apportioned between Seller, on the one hand, and Buyer, on the other hand, based on the number of days of such period up to the Effective Time and the number of days of such period after the Effective Time, and Seller shall be liable for the proportionate amount of such Taxes that is attributable to the portion of the Straddle Period up to the Effective Time, and Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the portion of the Straddle Period beginning after the Effective Time.

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Section 9.06     Purchase Price Allocation. Within 270 days after the Closing Date, the Seller shall provide to Buyer an allocation of the applicable portions of the Purchase Price among the Station Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or foreign Law, as appropriate) and Buyer and the Seller shall use such allocation in the filing of any and all Tax Returns and other relevant documents with any other Governmental Authority. The Seller shall provide Buyer with any comments on such schedule within fifteen (15) Business Days after the date thereof, and Buyer and the Seller agree to negotiate in good faith regarding the allocation of the Purchase Price (unless Buyer does not provide any comments within the time period set forth herein, in which case Seller’s proposed allocation shall be deemed final). If the parties are unable to reach agreement with respect to such allocation then the parties shall have no further obligation under this Section 9.06 and each party shall make its own determination of such allocation for financial and Tax reporting purposes.

ARTICLE X
CONDITIONS TO CLOSING

Section 10.01     Conditions to Obligations of Buyer and Seller. The obligations of Buyer and the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following conditions:

(a)     No provision of any applicable Law and no Governmental Order shall prohibit the consummation of the Closing.

(b)     The Merger Closing shall have occurred.

(c)     The closing of the transactions contemplated by the Other Purchase Agreements shall have occurred.

(d)     The HSR Clearance shall have been obtained, if necessary.

(e)     The FCC Consent shall have been granted.

Section 10.02     Conditions to Obligations of Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following further conditions:

(a)     The representations and warranties of Buyer made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement.

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(b)     Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date.

(c)     Seller shall have received a certificate dated as of the Closing Date from Buyer, executed by an authorized officer of Buyer, to the effect that the conditions set forth in this Section 10.02(a) have been satisfied.

(d)     Seller shall have received the following documents:

(i)     the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization;

(ii)     a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and

(iii)     a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby.

(e)     Buyer shall have tendered the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement.

Section 10.03     Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following further conditions:

(a)     The representations and warranties of the Seller made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect.

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(b)     Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date.

(c)     Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by an authorized officer of Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfied.

(d)     Buyer shall have received the following documents:

(i)     the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization;

(ii)     a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and

(iii)     a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and thereby.

(e)     The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e).

(f)     The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender.

(g)     The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

ARTICLE XI
TERMINATION

Section 11.01     Termination. This Agreement may be terminated at any time prior to the Closing as follows:

(a)     by the mutual written consent of the Seller and Buyer;

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(b)     either by the Seller or by Buyer:

(i)     if the Closing shall not have occurred on or before the twelve (12) month anniversary of the date of this Agreement (the “Outside Date”)¹³ so long as the terminating party is not then in breach of any of its representations, warranties, covenants or agreements contained in this Agreement to the extent that would give the other party the right not to close pursuant to Section 10.02 or Section 10.03, as the case may be;

(ii)     if the FCC denies the FCC Application and FCC counsel for the Seller and Buyer agree that the FCC Consent is not likely to be obtained by the Outside Date;

(iii)     if there shall be any Law that prohibits consummation of the transactions contemplated by this Agreement or if a Governmental Authority of competent jurisdiction shall have issued a Government Order enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement, and such Government Order shall have become final and non-appealable;

(iv)     upon the termination of the Merger Agreement; or

(v)     upon the termination of an Other Purchase Agreement pursuant to the terms thereof.

(c)     by the Seller:

(i)     upon a breach of any representation, warranty, covenant or agreement on the part of Buyer set forth in this Agreement, or if any representation or warranty of Buyer shall have become untrue, in either case such that the condition set forth in Section 10.02(a) would not be satisfied, unless such breach or untruth can be cured prior to Closing and after receipt of written notice thereof, Buyer proceeds in good faith to cure such breach or untruth as promptly as practicable; provided, that the Seller shall not have the right to terminate this Agreement pursuant to this Section 11.01(c) if the Seller is then in breach of any of its representations, warranties, covenants or agreements contained in this Agreement to an extent which would give Buyer the right not to close pursuant to Article X;

(ii)     if all of the conditions set forth in Section 10.01 and Section 10.03 have been satisfied (other than those conditions that by their nature cannot be satisfied other than at the Closing, including the condition set forth in Section 10.03(d)) and Buyer fails to consummate the transactions contemplated by this Agreement within the earlier of (i) two (2) Business Days after the date the Closing should have occurred pursuant to Section 2.08 and (ii) the later of the date the Closing should have occurred pursuant to Section 2.08 and one (1) Business Day before the Outside Date, and the Seller stood ready, willing and able to consummate the transactions contemplated by this Agreement during such period; and

¹³ NTD: For WJAR, the Outside Date shall be 180 days from the closing of the sale of WHTM (to qualify as a 1031 exchange), the termination upon such Outside Date shall be at the option of Buyer.

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(d)     by Buyer:

(i)     upon a breach of any representation, warranty, covenant or agreement on the part of the Seller set forth in this Agreement, or if any representation or warranty of Seller shall have become untrue, in either case such that the condition set forth in Section 10.03(a) would not be satisfied, unless such breach or untruth can be cured prior to Closing and after receipt of written notice thereof, the Seller proceeds in good faith to cure such breach or untruth as promptly as practicable; provided, that Buyer shall not have the right to terminate this Agreement pursuant to this Section 11.01(d) if Buyer is then in breach of any of its representations, warranties, covenants or agreements contained in this Agreement to an extent which would give the Seller the right not to close pursuant to Article X; or

(ii)     if all of the conditions set forth in Section 10.01 and Section 10.02 have been satisfied (other than those conditions that by their nature cannot be satisfied other than at the Closing) and Seller fails to consummate the transactions contemplated by this Agreement within the earlier of (i) two (2) Business Days after the date the Closing should have occurred pursuant to Section 2.08 and (ii) the later of the date the Closing should have occurred pursuant to Section 2.08 and one (1) Business Day before the Outside Date, and Buyer stood ready, willing and able to consummate the transactions contemplated by this Agreement during such period; or

(e)     The party desiring to terminate this Agreement pursuant to this Section 11.01 (other than pursuant to Section 11.01(a)) shall give written notice of such termination to the other party.

Section 11.02     Notice of Breach.   Notwithstanding anything to the contrary in this Article, (a) neither the Seller nor Buyer shall be entitled to provide notice of termination pursuant to Section 11.01(c) or 11.01(d) unless the Seller or Buyer, as the case may be, has provided the other party notice of the particular breach that would warrant termination of this Agreement and thirty (30) days to cure such breach; and (b) notwithstanding anything in subsection (a) to the contrary, in no event shall Buyer have any cure period for any failure to pay the Purchase Price in accordance with Section 2.06.

Section 11.03     Effect of Termination.

(a)     In the event of a termination of this Agreement pursuant to Section 11.01 or Section 11.03, this Agreement (other than Section 7.02, Article XI, Article XII, and Article XIII, which shall remain in full force and effect) shall forthwith become null and void, and neither party hereto (nor any of their respective Affiliates, members, directors, officers or employees) shall have any liability or further obligation, except as provided in Sections 11.03(b) below. A termination of this Agreement shall not terminate the confidentiality rights and obligations of the parties set forth in Section 7.02 hereof.

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(b)     For the avoidance of doubt, the parties hereto expressly acknowledge and agree that this Section 11.03 in no way limits or restricts a party’s ability to exercise its rights to damages relating to the termination of the Agreement terminated by Seller pursuant to Section 11.01(c)(i) or Section 11.01(c)(ii) or by Buyer pursuant to Section 11.01(d)(i) or Section 11.01(d)(ii) or exercise its right to specific performance pursuant to Section 13.11 at any time prior to the termination of this Agreement in accordance with its terms.

ARTICLE XII
SURVIVAL; INDEMNIFICATION

Section 12.01     Survival. The representations and warranties of the parties hereto contained in or made pursuant to this Agreement or in any certificate or other writing furnished pursuant hereto or in connection herewith shall survive in full force and effect until the first anniversary of the Closing Date; provided, that (a) the representations and warranties in the first and third sentences of Section 3.01, the first sentence of Section 4.01, and the representations and warranties in Section 3.02, and Section 4.02 shall survive in perpetuity, and (b) the representations and warranties in Section 3.09 shall survive for the applicable statute of limitations plus 60 days. Except as otherwise set forth in this Section 12.01, none of the covenants and agreements shall survive the Closing except to the extent any covenants and agreements contemplate performance after the Closing, such covenants and agreements shall survive until performed. No claim may be brought under this Agreement unless written notice describing in reasonable detail the nature and basis of such claim is given on or prior to the last day of the applicable survival period. In the event such notice is given, the right to indemnification with respect thereto shall survive the applicable survival period until such claim is finally resolved and any obligations thereto are fully satisfied.

Section 12.02     Indemnification by Buyer.

(a)     Subject to Section 12.01, Buyer shall indemnify against and hold harmless the Seller, its Affiliates and their respective employees, officers, members, and representatives (collectively, the “Seller Indemnified Parties”) from, and will promptly defend any Seller Indemnified Party from and reimburse any Seller Indemnified Party for, any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind (including any Action brought by any Governmental Authority or Person and including reasonable attorneys’ fees and expenses reasonably incurred) (collectively, “Losses”), which any Seller Indemnified Party may at any time suffer or incur, or become subject to, as a result of or in connection with:

(i)     Buyer’s breach of any of its representations or warranties contained in this Agreement (each such breach, a “Buyer Warranty Breach”);

(ii)     any breach or nonfulfillment of any agreement, obligation, or covenant of Buyer under the terms of this Agreement; and

(iii)     the Assumed Liabilities (which include assumption of the Assumed Contracts).

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(b)     Notwithstanding any other provision to the contrary, Buyer shall not be required to indemnify and hold harmless any Seller Indemnified Party pursuant to Section 12.02(a): (i) unless such Seller Indemnified Party has asserted a claim with respect to such matters within the applicable survival period set forth in Section 12.01 and (ii) only if and only to the extent the aggregate amount of Seller Indemnified Parties’ Losses resulting from Buyer Warranty Breaches is in excess of $250,000 (the “Deductible”); provided, that the cumulative indemnification obligation of Buyer under this Section 12.02(b) shall in no event exceed ten percent (10%) of the Purchase Price (the “Cap”); provided further, that neither the Deductible nor the Cap shall apply in the case of any indemnification under clause (ii) and (iii) of Section 12.02(a); provided further, that in the case of any indemnification under clauses (ii) and (iii) of Section 12.02(a) that the cumulative indemnification obligation of Buyer under this Section 12.02(b) shall in no event exceed the amount of the Purchase Price.

(c)     Notwithstanding Section 12.02(b) above, on and as of the date that is six (6) months following the Closing, the Cap shall be reduced to an amount equal to (x) five percent (5%) of the Purchase Price plus (y) the amount of any claims by the Seller Indemnified Parties for indemnification under this Agreement outstanding and unpaid as of such date, if any, pursuant to the terms and subject to the conditions set forth in this Agreement. On the date that is twelve (12) months following the Closing, the Cap shall be reduced to the amount of any claims by the Seller Indemnified Parties for indemnification under this Agreement outstanding and unpaid as of such date, if any, pursuant to the terms and subject to the conditions set forth in this Agreement.

Section 12.03     Indemnification by Seller.

(a)     Subject to Section 12.01, the Seller shall indemnify against and hold harmless Buyer, its Affiliates, and each of their successors and permitted assigns, and their respective employees, officers, directors and representatives (collectively, the “Buyer Indemnified Parties”) from, and will promptly defend any Buyer Indemnified Party from and reimburse any Buyer Indemnified Party for, any and all Losses which such Buyer Indemnified Party may at any time suffer or incur, or become subject to, as a result of or in connection with:

(i)     The Seller’s breach of, any of the representations or warranties contained in this Agreement (each such breach, a “Seller Warranty Breach”);

(ii)     any breach or nonfulfillment of any agreement or covenant of the Seller under the terms of this Agreement; and

(iii)     the Excluded Liabilities and the Excluded Assets, including any liability under any tolling agreement entered into pursuant to Section 7.01(b).

(b)     Notwithstanding any other provision to the contrary, the Seller shall not be required to indemnify and hold harmless any Buyer Indemnified Party pursuant to Section 12.03(a): (i) unless such Buyer Indemnified Party has asserted a claim with respect to such matters within the applicable survival period set forth in Section 12.01 and (ii) only for the aggregate amount of Buyer Indemnified Parties’ Losses resulting from Seller Warranty Breaches in excess of the Deductible; provided, that the cumulative indemnification obligation of Seller for Seller Warranty Breaches shall in no event exceed the Cap; provided further, that neither the Deductible nor the Cap shall apply in the case of any indemnification under clauses (ii) and (iii) of Section 12.03(a); provided further, that in the case of any indemnification under clauses (ii) and (iii) of Section 12.03(a) that the cumulative indemnification obligation of the Seller under this Section 12.03(b) shall in no event exceed the Purchase Price received by the Seller.

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(c)     Notwithstanding Section 12.03(b) above, on and as of the date that is six (6) months following the Closing Date, the Cap shall be reduced to an amount equal to (x) five percent (5%) of the Purchase Price plus (y) the amount of any claims by the Buyer Indemnified Parties for indemnification under this Agreement outstanding and unpaid as of such date, if any, pursuant to the terms and subject to the conditions set forth in this Agreement. On the date that is twelve (12) months following the Closing, the Cap shall be reduced to the amount of any claims by the Buyer Indemnified Parties for indemnification under this Agreement outstanding and unpaid as of such date, if any, pursuant to the terms and subject to the conditions set forth in this Agreement.

Section 12.04     Notification of Claims.

(a)     A party entitled to be indemnified pursuant to Section 12.02 or Section 12.03 (the “Indemnified Party”) shall promptly notify the party liable for such indemnification (the “Indemnifying Party”) in writing of any claim or demand that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement; provided, that a failure to give prompt notice or to include any specified information in any notice will not affect the rights or obligations of either party hereunder except and only to the extent that, as a result of such failure, any party that was entitled to receive such notice was damaged as a result of such failure. Subject to the Indemnifying Party’s right to defend in good faith third party claims as hereinafter provided, the Indemnifying Party shall satisfy its obligations under this Article XII within thirty (30) days after the receipt of written notice thereof from the Indemnified Party.

(b)     If the Indemnified Party shall notify the Indemnifying Party of any claim pursuant to Section 12.04(a), the Indemnifying Party shall have the right to employ counsel of its choosing to defend any such claim asserted by any third party against the Indemnified Party for so long as the indemnifying party shall continue in good faith to diligently defend against such claim. The Indemnified Party shall have the right to participate in the defense of any such claim at its own expense. The Indemnifying Party shall notify the Indemnified Party in writing, as promptly as possible (but in any case five (5) Business Days before the due date for the answer or response to a claim) after the date of the notice of claim given by the Indemnified Party to the Indemnifying Party under Section 12.04(a) of its election to defend in good faith any such third party claim. So long as the Indemnifying Party is defending in good faith any such claim asserted by a third party against the Indemnified Party, the Indemnified Party shall not settle or compromise such claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, and the Indemnified Party shall make available to the Indemnifying Party or its agents all records and other material in the Indemnified Party’s possession reasonably required by it for its use in contesting any third party claim. Regardless of whether the Indemnifying Party elects to defend any such claim, the Indemnified Party shall have no obligation to do so. In the event (i) the Indemnifying Party elects not to defend such claim; or (ii) the Indemnifying Party elects to defend such claim but fails to diligently defend such claim in good faith, the Indemnified Party shall have the right to conduct the defense thereof and to settle or compromise such claim or action without the consent of the Indemnifying Party, except that with respect to the settlement or compromise of such a claim, the Indemnified Party shall not settle or compromise any such claim without the consent of the Indemnifying Party (such consent not to be unreasonably withheld), unless the Indemnifying Party is given a full and complete release of any and all liability by all relevant parties relating thereto and has no obligation to pay any damages.

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Section 12.05     Net Losses; Subrogation; Mitigation.

(a)     Notwithstanding anything contained herein to the contrary, the amount of any Losses incurred or suffered by an Indemnified Party shall be calculated after giving effect to (i) any insurance proceeds received by the Indemnified Party (or any of its Affiliates) with respect to such Losses and (ii) any recoveries obtained by the Indemnified Party (or any of its Affiliates) from any other third party, in each case, net of the costs and expenses incurred in obtaining such proceeds and recoveries. Each Indemnified Party shall exercise commercially reasonable efforts to obtain such proceeds, benefits and recoveries (collectively, “Proceeds”). If any such Proceeds are received by an Indemnified Party (or any of its Affiliates) with respect to any Losses after an Indemnifying Party has made a payment to the Indemnified Party with respect thereto, the Indemnified Party (or such Affiliate) shall pay to the Indemnifying Party the amount of such Proceeds (up to the amount of the Indemnifying Party’s payment). With respect to any Losses incurred or suffered by an Indemnified Party, the Indemnifying Party shall have no liability for any Losses to the extent that the same Losses have already been recovered by the Indemnified Party from the Indemnifying Party(because the Indemnified Party may only recover once in respect of the same Loss).

(b)     Upon making any payment to an Indemnified Party in respect of any Losses, the Indemnifying Party shall, to the extent of such payment, be subrogated to all rights of the Indemnified Party (and its Affiliates) against any third party in respect of the Losses to which such payment relates. Such Indemnified Party (and its Affiliates) and Indemnifying Party shall execute upon request all instruments reasonably necessary to evidence or further perfect such subrogation rights.

(c)     Buyer and the Seller shall use commercially reasonable efforts to mitigate any Losses, whether by asserting claims against a third party or by otherwise qualifying for a benefit that would reduce or eliminate an indemnified matter; provided, that neither party shall be required to use such efforts if they would be detrimental in any material respect to such party.

Section 12.06     Computation of Indemnifiable Losses. Any calculation of Losses for purposes of this Article XII shall be (a) reduced to take account of any net Tax benefit actually realized by the Indemnified Party arising from the deductibility of any such Loss in the year such Loss is incurred; and (b) increased to take account of any net Tax liability actually realized by the Indemnified Party arising from the receipt or accrual of any indemnity obligation hereunder; provided, that the mitigation provisions hereof shall not require either party to take any action with respect to any Tax filing or claim, even if such filing or claim would likely result in a net Tax benefit. To the extent permitted by applicable Law, all indemnity payments made pursuant to this Agreement shall be treated by the parties hereto as an adjustment to the Purchase Price.

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Section 12.07     Exclusive Remedies. In the event the transactions contemplated by this Agreement are consummated, the indemnification provisions of this Article XII shall be the sole and exclusive remedies of Buyer and the Seller for any breach of the representations or warranties or nonperformance of any covenants and agreements of Buyer or the Seller contained in this Agreement or any Ancillary Agreement, and neither party shall have any liability to the other party under any circumstances for special, indirect, consequential, punitive or exemplary damages or lost profits, diminution in value or any damages based on any type of multiple of earnings of any Indemnified Party; provided, that nothing contained in this Agreement shall relieve or limit the liability of either party from any liability or Losses arising out of or resulting from fraud or intentional breach in connection with the transactions contemplated in this Agreement or the Ancillary Agreements; provided, that, notwithstanding any statement in this section to the contrary, in no event shall either party’s liability to other for any cause exceed the amount of the Purchase Price.

ARTICLE XIII
GENERAL PROVISIONS

Section 13.01     Expenses. Except as may be otherwise specified herein, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred.

Section 13.02     Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed to have been duly delivered and received (a) on the date of personal delivery, (b) on the date of transmission (with written confirmation of receipt), if sent by facsimile, or (c) one (1) Business Day after having been dispatched via a nationally-recognized overnight courier service, to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 13.02):

If to Seller:

Sinclair Broadcast Group, Inc.

10706 Beaver Dam Road

Cockeysville, Maryland 21030

Attention: President

With a copy: attention: General Counsel

Fax: (410) 568-1537

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If to Buyer:

Media General, Inc.

333 E. Franklin Street

Richmond, VA 23219

Attention: President

With a copy: attention: General Counsel

Fax: (804) 887-7021

Section 13.03     Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 13.04     Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced because of the application of any Law or the regulations and policies of any Governmental Authority or the decision by any Governmental Authority of competent jurisdiction (including any court), all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to either party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Section 13.05     Entire Agreement. This Agreement and the Ancillary Agreements constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, between the Seller and Buyer with respect to the subject matter hereof and thereof, except as otherwise expressly provided herein.

Section 13.06     Successors and Assigns.

(a)     This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Neither party may assign its rights under this Agreement without the other party’s prior written consent; provided, that Buyer may assign all or any portion of its rights and obligations hereunder to an Affiliate of Buyer upon written notice to Seller if, but only if, (i) such assignment is made before the filing of the FCC Application and any filling required under the HSR Act, (ii) the assignee can make the representations and warranties of Buyer in Section 4.06 hereof without any qualification or exception and without any need for waiver of the multiple ownership rules in the FCC Rules, (iii) Buyer reasonably determines that such third party is eligible pursuant to the Communications Act, FCC Rules, HSR Act, and any other Antitrust Law to be the assignee of the designated Station Assets, (iv) Buyer shall remain liable for all of its obligations hereunder, and (v) Buyer provides Seller with a copy of any document executed by such assignee within ten (10) Business Days of execution.

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(b)     Each of the Seller and Buyer shall have the right to assign its respective rights under this Agreement (but without release of its respective obligations herein and without release of the other party’s obligations herein) to a third party who may act as a “qualified intermediary” or an “exchange accommodation titleholder” with respect to this Agreement in accordance with the provisions of Section 1031 of the Code, the Treasury Regulations promulgated thereunder, and any corresponding state or local income Tax Laws (such assignment and related transactions, a “Like-Kind Exchange”). If either party elects to engage in a Like-Kind Exchange, the party so electing (the “Electing Party”) shall notify the other party of its election in writing no later than five (5) days prior to the Closing, identifying those Station Assets that it intends to qualify as part of the Like-Kind Exchange. The Electing Party shall bear its own expenses in connection with any such election to engage in a Like-Kind Exchange. Each of Seller and Buyer, as the case may be, shall cooperate fully with the Electing Party, and take any action reasonably requested in writing by the Electing Party, in connection with enabling the transactions to qualify in whole or in part as a Like-Kind Exchange; provided, however, that such actions do not impose any liabilities, including any unreimbursed monetary obligations or costs, on Seller or Buyer and does not release Buyer or Seller from its obligations under this Agreement, as the case may be, and that the Electing Party shall promptly reimburse the other party for any third-party costs reasonably incurred in connection with such election, including as the result of any subsequent review of such election by any Governmental Authority or any attendant Tax consequences.

Section 13.07     No Recourse. Notwithstanding any of the terms or provisions of this Agreement, neither the Seller nor Buyer, nor any Person acting on either party’s behalf, may assert any Action against any employee, officer, director, member, Representative or trustee of the other party or stockholder, member or trustee of such other party in connection with or arising out of this Agreement or the transactions contemplated hereby.

Section 13.08     No Third-Party Beneficiaries. Except as expressly provided in this Agreement, this Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 13.09     Amendments and Waivers.

(a)     This Agreement may not be amended or modified except by an instrument in writing signed by the Seller and Buyer.

(b)     At any time prior to the Closing, either party may (i) extend the time for the performance of any obligation or act required by the other party hereto, (ii) waive any inaccuracies in the representations and warranties of the other party hereto contained herein or in any document delivered pursuant hereto, or (iii) waive compliance by the other party hereto with any of the agreements or conditions contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby.

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(c)     No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law.

Section 13.10     Governing Law; Jurisdiction. The construction and performance of this Agreement shall be governed by, and construed in accordance with, the Law of the State of Delaware without regard to its principles of conflict of Law. The exclusive forum for the resolution of any disputes arising hereunder shall be the Delaware Chancery Court, and each party hereto irrevocably submits to the exclusive jurisdiction of such courts in any such Action and irrevocably waives the reference of an inconvenient forum to the maintenance of any such Action. Notwithstanding the foregoing, neither party will bring any Action, whether in law or in equity, whether in contract or in tort or otherwise, against the lenders of the Seller or Buyer relating to this Agreement or any of the transactions contemplated by this Agreement, including but not limited to any dispute arising out of any commitment letter or the performance thereof, in any forum other than the Delaware Chancery Court or, if under applicable Law exclusive jurisdiction is vested in the Federal courts, the United States District Court located in Delaware (and appellate courts thereof). 

Section 13.11     Specific Performance. The parties agree that, notwithstanding anything in this Agreement to contrary, each party would suffer irreparable damage for which monetary damages, even if available, would not be an adequate remedy in the event that the other party fails to fulfill its obligation under this Agreement to consummate the transactions contemplated by this Agreement in accordance with its terms. In such event, the non-breaching party shall be entitled (in addition to any other remedy available at law or equity) to specific performance and other equitable relief to enforce the other party’s obligations under this Agreement without posting bond or other security. In the event that the non-breaching party seeks a decree of specific performance or other equitable relief to enforce the other party’s obligations under this Agreement, the other party shall waive the defense that the non-breaching party has an adequate remedy at law. In addition to the foregoing, the non-breaching party shall be entitled to prompt payment on demand from the other party of the reasonable attorneys’ fees and costs incurred by the non-breaching party in enforcing its rights under this Section.

Section 13.12     WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING BUT NOT LIMITED TO ANY ACTION ARISING OUT OF OR RELATED TO ANY FINANCING FOR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 13.13     Counterparts. This Agreement may be executed in counterparts, each of which when executed shall be deemed to be an original but both of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or e-mail shall be effective as delivery of a manually executed counterpart of this Agreement.

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Section 13.14     No Presumption. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 13.15     Disclosure Schedules.

(a)     The matters reflected in the disclosure schedules (the “Schedules”) shall not be deemed to constitute an acknowledgment by Seller that the matter is required to be disclosed by the terms of this Agreement and may include certain items and information solely for informational purposes.

(b)     If and to the extent any information required to be furnished in any section of the Schedules is contained in the Agreement or in any section of the Schedules, such information shall be deemed to be included in all sections of the Schedules to the extent that the relevance of any such information to any other section of the Schedules is readily apparent from the text of such disclosure. The Seller has disclosed the information contained in the Schedules solely for purposes of the Agreement, and no information contained therein shall be deemed to be an admission by any party thereto to any third party of any matter whatsoever, including any violation of Law or breach of any agreement referenced therein. The headings of the Schedules are for convenience of reference only and shall not be deemed to alter or effect the description of the sections of these Schedules as set forth in the Agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

Sinclair Communications, LLC By: Sinclair Television Group, Inc.
By:	/s/ Chris Ripley
	Name: Chris Ripley
	Title: CFO

[Signature Page to WTTA Tampa APA]

Media General Operations, Inc.
By:	/s/ James F. Woodward
	Name: James F. Woodward
	Title: Senior Vice President & Chief Financial Officer

[Signature Page to WTTA Tampa APA]

EX-99

Exhibit 99.1

     

FOR IMMEDIATE RELEASE

Wednesday, August 20, 2014

Media General and LIN Media Announce Agreements to Divest Television Stations in Five Markets

Media General has entered into definitive agreements with multiple buyers to divest certain of its and LIN Media’s television stations in five markets in order to address regulatory considerations related to the business combination of Media General and LIN Media.

Media General has agreed to acquire two stations in Colorado Springs and one station in Tampa from Sinclair Broadcast Group.

RICHMOND, VA – Media General, Inc. (NYSE: MEG) and LIN Media LLC (NYSE: LIN), both local broadcast television and digital media companies, today announced definitive agreements to divest television stations in five markets. The divestitures are designed to comply with regulatory rules as the two companies seek to obtain approval for the business combination that they announced on March 21, 2014.

The closing of the pending transaction is conditioned on the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and receipt from the Federal Communications Commission of consent to the transfer of control of broadcast licensee subsidiaries of Media General and LIN Media in connection with the transaction. Regulatory authorities will require the divestiture of stations in the following markets to comply with applicable law: Birmingham, AL; Providence, RI-New Bedford, MA; Mobile, AL-Pensacola, FL; Green Bay-Appleton, WI; and Savannah, GA. The companies believe that no other market divestitures will be required.

Transaction Details

In agreements with Sinclair Broadcast Group, Media General will acquire Sinclair’s FOX and CW affiliates in the Colorado Springs-Pueblo, CO market (KXRM-TV and KXTU-LD, respectively) and Sinclair’s MyNetworkTV affiliate in the Tampa-St. Petersburg-Sarasota, FL market (WTTA-TV). Sinclair will acquire Media General’s NBC affiliate in the Providence, RI-New Bedford, MA market (WJAR-TV) and LIN Media’s FOX and CW affiliates in the Green Bay-Appleton, WI market (WLUK-TV and WCWF-TV, respectively). Sinclair will also acquire certain assets of WTGS-TV, the FOX affiliate in the Savannah, GA market, and the rights to acquire the principal assets of WTGS-TV from WTGS Television, LLC.

Hearst Corporation will acquire Media General’s NBC affiliate in the Birmingham, AL market (WVTM-TV) and LIN Media’s ABC affiliate in the Savannah, GA market (WJCL-TV).

Meredith Corporation will acquire LIN Media’s FOX affiliate in the Mobile, AL-Pensacola, FL market (WALA-TV).

“We’re pleased to announce this divestiture plan, which we believe should clear the way for our business combination with LIN Media to move forward in the regulatory approval process,” said George L. Mahoney, President and Chief Executive Officer of Media General. “Additionally, the purchase of the MyNetworkTV station in Tampa provides us with the opportunity to increase share in Media General’s second largest market. Also, the addition of the FOX and CW affiliates in Colorado Springs marks the first time we will have a television station in Colorado. The stations being divested are strong performers. We are proud of the work that they have done, and we wish the employees at these stations all the best as they transition to new ownership,” said Mr. Mahoney.

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Vincent L. Sadusky, President and Chief Executive Officer of LIN Media, said, “The divestiture plan is an important milestone that positions us well with regulatory authorities. We are pleased with the consideration we will receive for these terrific stations and plan to use the net proceeds to reduce debt. The addition of stations in Tampa and Colorado Springs will further diversify and strengthen the combined company’s portfolio as well as provide opportunities to expand our digital business. I am more confident than ever that the combination of Media General and LIN Media, two highly respected broadcasters with superior television and digital assets, creates maximum value for shareholders.” Mr. Sadusky will become the President and CEO of the combined company following the completion of the transaction.

Additional Transaction Details

Media General will structure the transactions, along with its previously announced purchase of WHTM-TV in Harrisburg, PA, to maximize tax efficiencies. The stations to be acquired, including WHTM, have a combined Broadcast Cash Flow of approximately $21 million, based on 2013/2014 averages. The stations to be divested have a combined Broadcast Cash Flow of approximately $37 million, based on 2013/2014 averages. Gross proceeds for all stations to be divested will be approximately $360 million. The aggregate purchase price for the stations to be acquired, including WHTM, will be approximately $177 million. Net proceeds, after taxes and expenses, are expected to be in the range of $140 million to $160 million and will be used to reduce Media General’s debt after the closing of the merger. The divestitures and acquisitions are contingent upon regulatory and other customary approvals and upon the completion of the transaction, except for Media General’s previously announced purchase of WHTM, which is expected to close in the third quarter of 2014. Media General and LIN Media continue to expect that the business combination will be completed in early 2015.

Upon the closing of the transaction and these divestitures and acquisitions, including WHTM, the combined Media General and LIN Media will own and operate or service 71 stations across 48 markets, reaching 27.6 million or 24% of U.S. television households. The companies continue to expect to realize combination run-rate synergies of $70 million in three years with approximately one-half of that amount realized by the end of the first year following the completion of the transaction.

Moelis & Company LLC served as the exclusive financial advisor to Media General in connection with the divestitures and acquisitions. LIN Media utilized the Minority Media and Telecommunications Council’s brokerage services. Fried Frank Harris Shriver & Jacobson LLP and Pillsbury Winthrop Shaw Pittman LLP served as legal counsel to Media General.

Forward Looking Statements

Certain statements in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Media General or LIN Media to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “increase,” “forecast” and “guidance” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could” are based upon then-current assumptions and expectations and are generally forward-looking in nature and not historical facts. Any statements that refer to outlook, expectations or other characterizations of future events, circumstances or results are also forward-looking statements. There can be no assurance that the proposed merger or the proposed purchases and sales will occur as currently contemplated, or at all, or that the expected benefits from the merger will be realized on the timetable currently contemplated, or at all. Additional risks and uncertainties relating to the proposed merger include, but are not limited to, uncertainties as to the satisfaction of closing conditions to the merger, including timing, receipt of, and conditions to obtaining regulatory approvals, timing and receipt of approval by the shareholders of Media General and LIN Media, the respective parties’ performance of their obligations under the merger agreement, and other factors affecting the execution of the transaction. Other risks that could cause future results to differ from those expressed by the forward-looking statements included in this press release include, but are not limited to, Media General’s and LIN Media’s ability to promptly and effectively integrate the businesses of the two companies, any change in national and regional economic conditions, the competitiveness of political races and voter initiatives, pricing fluctuations in local and national advertising, future regulatory actions and conditions in the television stations’ operating areas, competition from others in the broadcast television markets served by Media General and LIN Media, volatility in programming costs, the effects of governmental regulation of broadcasting, industry consolidation, technological developments and major world news events.

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A further list and description of important assumptions and other important factors that could cause actual results to differ materially from those in the forward-looking statements are specified in Media General and LIN Media’s respective Annual Reports on Form 10-K for the year ended December 31, 2013 and Quarterly Reports on Form 10-Q and in the Registration Statement on Form S-4 and the related joint proxy statement/prospectus with respect to the merger, and the included under headings such as “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Other unknown or unpredictable factors could also have material adverse effects on Media General’s or LIN Media’s performance or achievements. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this press release may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this press release. Media General and LIN Media undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless required by law.

Additional Information

This communication is not a solicitation of a proxy from any shareholder of Media General, Inc. (“Media General”) or LIN Media LLC (“LIN Media”). In connection with the Agreement and Plan of Merger by and among Media General, Mercury New Holdco, Inc., (“Media General Holdings”), LIN Media and the other parties thereto (the “Merger”), as amended, Media General Holdings has filed with the Securities and Exchange Commission ("SEC") a Registration Statement on Form S-4 (the "Form S-4") that includes a joint proxy statement/prospectus that has been filed with the SEC by Media General and LIN Media. Media General Holdings, Media General and LIN Media intend to file supplemental materials with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS BECAUSE THEY CONTAIN (OR WILL CONTAIN) IMPORTANT INFORMATION ABOUT MEDIA GENERAL, LIN MEDIA, MEDIA GENERAL HOLDINGS AND THE MERGER. The Form S-4, including the joint proxy statement/prospectus, and the supplemental materials (when they become available), and any other documents filed by Media General, Media General Holdings and LIN Media with the SEC, may be obtained free of charge at the SEC’s web site at www.sec.gov. The documents filed by Media General and Media General Holdings may also be obtained for free from Media General’s Investor Relations web site (http://www.mediageneral.com/investor/index.htm) or by directing a request to Media General’s Investor Relations contact, Lou Anne J. Nabhan, Vice President, Corporate Communications, at (804) 887-5120.

Media General and LIN Media and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the security holders of either Media General or LIN Media in connection with the Merger. Information about Media General’s directors and executive officers is available in the Form S-4 and the joint proxy statement/prospectus regarding the Merger that has been filed with the SEC

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About Media General

Media General, Inc. is a leading local television broadcasting and digital media company, providing top-rated news, information and entertainment in strong markets across the U.S. The company currently owns or operates 31 network-affiliated broadcast television stations and their associated digital media and mobile platforms, in 28 markets. These stations reach 16.5 million or 14% of U.S. TV households. Sixteen of the 31 stations are located in the top 75 designated market areas. Media General first entered the local television business in 1955 when it launched WFLA in Tampa, Florida as an NBC affiliate. The company subsequently expanded its station portfolio through acquisition. In November 2013, Media General and Young Broadcasting merged, combining Media General’s 18 stations and Young’s 13 stations. Media General’s company website can be accessed at www.mediageneral.com.

About LIN Media

LIN Media is a local multimedia company that operates or services 43 television stations and seven digital channels in 23 U.S. markets, and a diverse portfolio of websites, apps and mobile products that make it more convenient to access its unique and relevant content on multiple screens. LIN Media’s highly-rated television stations deliver important local news and community stories along with top-rated sports and entertainment programming to 10.5% of U.S. television homes. The Company’s digital media operations focus on emerging media and interactive technologies that deliver performance-driven digital marketing solutions to some of the nation’s most respected agencies and brands. LIN Media LLC trades on the NYSE under the symbol “LIN”. The Company regularly uses its website as a key source of Company information and can be accessed at www.linmedia.com.

Contacts

For Media General:

Lou Anne J. Nabhan

Vice President, Corporate Communications

804-887-5120

lnabhan@mediageneral.com

For LIN Media:

Courtney Guertin

Corporate Communications

401-457-9501

courtney.guertin@linmedia.com

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