**EXHIBIT 2.1**ASSET PURCHASE AGREEMENT     THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of the 20th dayof April, 2007, by and among the company or companies set forth as Seller on the signature pagehereto (collectively, “Seller”), Clear Channel Broadcasting, Inc., a Nevada Corporation(“Clear Channel”), and the company or companies set forth as Buyer on the signature pagehereto (collectively, “Buyer”).Recitals     A. Seller owns and operates the television broadcast stations listed on *Schedule A*(each a“Station” and collectively the “Stations”) pursuant to certain authorizationsissued by the Federal Communications Commission (the “FCC”).     B. Pursuant to the terms and subject to the conditions set forth in this Agreement, Sellerdesires to sell to Buyer, and Buyer desires to purchase from Seller, the Station Assets (as definedin Section 1.1), and Seller desires to assign to Buyer, and Buyer desires to assume from Seller,the Assumed Obligations (as defined in Section 1.4).Agreement     NOW, THEREFORE, taking the foregoing into account, and in consideration of the mutualcovenants and agreements set forth herein, the parties, intending to be legally bound, hereby agreeas follows:ARTICLE 1: PURCHASE OF ASSETS     1.1 Station Assets. On the terms and subject to the conditions set forth in thisAgreement, at the Closing (as defined in Section 1.9), Seller shall sell, assign, transfer, conveyand deliver to Buyer, and Buyer shall purchase and acquire from Seller, all right, title andinterest of Seller in and to the Station Assets. “Station Assets” means all of the assets,rights and properties used or held for use exclusively in the ownership and operation of theStations, including each of the following assets and properties of Seller, other than any suchasset or property that is described in Section 1.2:          (a) all licenses, permits and other authorizations issued to Seller by the FCC with respect tothe Stations (the “FCC Licenses”), including those described on *Schedule 1.1(a)*, includingany renewals or modifications thereof between the date hereof and the Closing;          (b) all equipment, transmitters, antennas, cables, towers, furniture, fixtures, spare partsand other tangible personal property of every kind and description that are exclusively used orheld for use in the operation of the Stations (except for any retirements or dispositions thereofmade between the date hereof and the Closing in the ordinary course of business) and all motorvehicles that are exclusively used or held for use in the operation of the Stations, includingthose set forth on *Schedule 1.1(b)*(collectively, the “Tangible Personal Property”);          (c) all of the real property that is exclusively used or held for use in the operation of theStations, including the real property listed on *Schedule 1.1(c)*(the “Owned Real
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Property”), including all appurtenant easements and all buildings, towers, otherstructures, fixtures and other improvements located thereon;          (d) the following contracts, agreements and leases (including employment agreements,collective bargaining agreements, real property leases, income-producing leases and agreements forthe sale of advertising time on the Stations) to which Seller is party (collectively, the“Station Contracts”) and all rights thereunder (other than the Retained Party Rights (asdefined in Section 1.5): (i) all contracts, agreements and leases listed on *Schedule 1.1(d)*and(ii) all other contracts, agreements and leases that relate exclusively to the operation of theStations or the ownership of the Station Assets, including without limitation those made betweenthe date hereof and the Closing in accordance with Article 4;          (e) all the Stations’ call letters and the trademarks, trade names, service marks, internetdomain names and associated websites, copyrights, programs and programming material (includingprogram rights), jingles, slogans, logos, and other intangible property that are exclusively usedor held for use in the operation of the Stations (collectively, the “Intangible Property”),including without limitation those listed on *Schedule 1.1(e)*, and all goodwill associated with theforegoing;          (f) all management and other systems (including computers and peripheral equipment),databases, computer software (including operating systems) and compilations (including but notlimited to the source code of NexGen TV), computer disks and similar assets, and all licenses andrelated rights that are exclusively used or held for use in the operation of the Stations;          (g) all current assets (including accounts receivable, deposits and prepaid expenses) ofSeller (and rights arising therefrom or related thereto) to the extent relating exclusively to theoperation of the Stations or to the Station Assets and included in the Final Net Working Capitalcalculation (as defined in Section 1.7(d));          (h) the capital stock and other equity interests (including, for each such Person (as definedin Section 11.6), Seller’s equity ownership percentage thereof) listed on *Schedule 1.1(h)*(the“Equity Interests”);          (i) all files, documents, records, and books of account (or copies thereof) that relateexclusively to the Station Assets or the operation of the Stations (“Station Documents”),including the Stations’ local public files, programming information and studies, engineering data,advertising studies, marketing and demographic data, sales correspondence, lists of advertisers,credit and sales reports, logs, user manuals and training documents;          (j) all personnel files related to Transferred Employees (as defined in Section 5.7(a));          (k) all tangible and intangible rights, assets and property of Inergize Digital Media; and          (l) all goodwill associated with the operation of the Stations and the Station Assets.
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          The Station Assets shall be transferred to Buyer free and clear of Liens (as defined inSection 11.6), except for Assumed Obligations and Permitted Liens (as defined in Section 11.6).          Seller, by written notice to Buyer, may update *Schedule 1.1(d)*at any time before the Closingto (a) add any contract, agreement or lease entered into by Seller after the date of this Agreementand before the Closing, in compliance with Section 4.1(k), that would have qualified as a StationContract if it had been in effect on the date of this Agreement and (b) remove any Station Contractthat is described in Section 1.2(c). All such contracts, agreements and leases that are so addedto *Schedule 1.1(d)*in accordance with this paragraph shall, for all purposes of this Agreement, bedeemed to be Station Contracts and included in the Station Assets. All Station Contracts that areso removed from *Schedule 1.1(d)*in accordance with the terms and conditions of this Agreementshall, for all purposes of this Agreement, thereafter be deemed to not be Station Contracts and notincluded in the Station Assets. Updates to *Schedule 1.1(d)*in accordance with this paragraph willnot in any manner affect any condition to the obligations of Buyer to consummate the Closing or thesatisfaction thereof.     1.2 Excluded Assets. Notwithstanding anything to the contrary contained herein, theStation Assets shall not include the following assets or any right, title or interest therein (the“Excluded Assets”):          (a) all cash and cash equivalents, including without limitation certificates of deposit,commercial paper, treasury bills, marketable securities, bank accounts, money market accounts,other depositary accounts and all such similar accounts or investments;          (b) all tangible and intangible personal property retired or disposed of between the date ofthis Agreement and the Closing;          (c) all Station Contracts that are terminated or expire prior to Closing;          (d) Seller’s corporate and trade names (including the name “Clear Channel,” and any variationor derivation thereof), and all URLs and internet domain names consisting of or containing any ofthe foregoing, identified on *Schedule 1.2(d)*;          (e) except as set forth in Section 1.3, Seller’s trademarks and other intellectual propertynot exclusively used or held for use in the operation of the Stations (including without limitationany call letters used in connection with both a Station and any other station or business unit ofSeller identified on *Schedule 1.2(e)*);          (f) (i) Seller’s charter documents, minute books and all books and records relating to theorganization, existence or ownership of Seller, (ii) all records, documents, plans and financialrecords related to the transactions contemplated by this Agreement, (iii) duplicate copies of allStation Documents, (iv) all records relating to other Excluded Assets, (v) all personnel files foremployees who do not become Transferred Employees and (vi) all files, documents, records, TaxReturns (as defined in Section 11.6), books of account and other materials not relating exclusivelyto the Station Assets or the operation of the Stations;          (g) all contracts of insurance (including but not limited to title insurance policies), allcoverages and proceeds thereunder and all rights in connection therewith, including
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without limitation all rights to any refunds of insurance premium payments and all rights withrespect to claims made thereunder;          (h) all pension and profit sharing plans, all trusts related thereto and all other employeecompensation and benefit plans or arrangements maintained by Seller, if any, and all assets of orrelating to any of the foregoing;          (i) all rights and claims of Seller, whether mature, contingent or otherwise, against thirdparties with respect to the Stations and the Station Assets, to the extent arising during orattributable to any period prior to the Effective Time (as defined in Section 1.9);          (j) all current assets (including accounts receivable, deposits and prepaid expenses) ofSeller (and rights arising therefrom or related thereto) to the extent not relating exclusively tothe operation of the Stations or to the Station Assets and not included in the Final Net WorkingCapital calculation;          (k) all tangible and intangible assets of Seller and its Affiliates (as defined in Section11.6) (including without limitation all management and other systems (including computers andperipheral equipment), databases, computer software (including operating systems), computer disksand similar assets, and all licenses and related rights) that are owned, used or held for use inthe operation of stations or other business units other than the Stations (including any suchassets that are used both in Stations and in stations or other business units that are not Stations(the “Excluded Share Assets”) as listed in *Schedule 1.2(k)*);          (l) all studio, tower and other assets (whether real or personal, tangible or intangible, orotherwise) used or held for use in the operation of any other radio or television station otherthan the Stations and listed on *Schedule 1.2(l)*, together with any income-producing leasesproviding for use of such sites by others listed on *Schedule 1.2(l)*;          (m) all real property identified on *Schedule 1.2(m)*, if any, whether owned or leased, togetherwith all towers on such sites and any income-producing leases providing for use of such sites byothers;          (n) other than the Equity Interests, all capital stock of subsidiaries of Seller or itsAffiliates and all other equity interests in any entity that are owned beneficially or of record bySeller or its Affiliates, including but not limited to all shares of stock in Broadcast Music, Inc.that are owned beneficially or of record by Seller;          (o) all intercompany debts, obligations and other contracts, leases, agreements andarrangements among Seller and its Affiliates that are not listed on *Schedule 1.1(d)*;          (p) all Retained Party Rights;          (q) all claims for refund of Taxes (as defined in Section 11.6) of whatever nature;          (r) all claims for reimbursement of expenses incurred prior to Closing in connection with theSprint Nextel 2GHz relocation project;
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          (s) any rights to receive corporate and other services provided to the Stations by ClearChannel Communications, Inc. or any of its Affiliates (the material services provided thereunderare identified on *Schedule 1.2(s)*);          (t) all rights of Seller under this Agreement, including without limitation the right toreceive the Purchase Price (as defined in Section 1.6(a)), under any agreement, certificate,instrument or other document executed and delivered in connection with this Agreement or thetransactions contemplated hereby and under any side agreement between Seller and Buyer entered intoon or after the date of this Agreement; and          (u) all other assets listed on *Schedule 1.2(u)*(if any).     The parcels of real property set forth on *Schedule 1.**2(m)* that are identified as a “New SellerLease Property,” if any, will be leased or subleased by Seller to Buyer pursuant to a Real PropertyLease (as defined below) or a new lease or sublease, in the form previously made available to Buyer(each, a “New Seller Lease”), to be executed at Closing. Each lease of real property thatis included in the Station Contracts and the Station Assets is referred to herein as a “RealProperty Lease.” The Owned Real Property, the real property that is leased pursuant to aStation Contract and the real property that will be leased to Buyer pursuant to a New Seller Leaseare collectively referred to herein as the “Real Property.”     1.3 License. At the Closing, Seller will license to Buyer the trademarks, tradenames, service marks, copyrights and other intangible property which is used or held for use in theoperation of the Stations and in the operation of one or more other stations or business units ofSeller or its Affiliates, including, without limitation, the intangible property set forth on*Schedule 1.3*(the “Licensed IP”), pursuant to a License Agreement in the form of *Exhibit A*hereto, and with respect to the domain names woai.com and wsyr.com, the Addendum in the form of*Exhibit A-1*, (collectively, the “License”).     1.4 Assumption of Obligations. On the Closing Date (as defined in Section 1.9), Buyershall enter into the New Seller Leases and any new contracts otherwise required by this Agreement.On the Closing Date, Seller shall assign to Buyer, and Buyer shall assume from Seller (and Buyershall thereafter pay, perform, discharge or otherwise satisfy in accordance with their respectiveterms) (a) the obligations of Seller arising out of, or attributable to, any period of time on orafter the Closing Date under the Station Contracts, (b) the obligations described in Section 5.7,(c) all current liabilities (as defined by United States generally accepted accounting principles(“GAAP”)) of Seller as of the Effective Time to the extent relating to the Stations andincluded in the Final Net Working Capital calculation (but excluding any current liabilitiesrelating to employees except to the extent assumed by Buyer pursuant to Section 5.7 or included inthe Final Net Working Capital calculation), (d) sales commissions related to the sale ofadvertisements broadcast on the Stations after Closing, (e) current and long-term program rightsliabilities arising out of, or attributable to, any period of time on or after the Closing Date,and (f) all other liabilities of Seller listed on *Schedule 1.4*(collectively, the “AssumedObligations”). Except for the Assumed Obligations, Buyer does not assume, and will not bedeemed by the execution and delivery of this Agreement or the consummation of the transactionscontemplated hereby to have assumed, any other liabilities or obligations of Seller, includingwithout limitation (i) any and all liabilities and obligations of or on behalf of Seller, thePersons to which the Equity Interests relate or their Affiliates for Taxes in respect of taxableperiods (or portions thereof)
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ending on or before the Effective Time and (ii) any fines, liabilities and obligations imposedby the FCC to the extent arising out of any tolling agreement the subject matter of which isattributable to the operation of the Stations or ownership of the Station Assets during the periodprior to Closing (the “Retained Obligations”). Seller shall timely perform and dischargein accordance with their respective terms all Retained Obligations.     1.5 Multi-Seller Station Contracts. If two or more companies that are a Seller underthis Agreement are party to a Station Contract, *Schedule 1.**1(d)* sets forth which party’s orparties’ rights and obligations under such Station Contract are being assigned to and assumed byBuyer (and included in the Station Assets and Assumed Obligations, as the case may be). The rightsof each other Seller party to such Station Contract (the “Retained Party Rights”) and theobligations of each other Seller party to such Station Contract shall not be assigned to andassumed by Buyer (and shall be Excluded Assets and Retained Obligations, as the case may be).     1.6 Purchase Price; Deposit.          (a) Purchase Price. In consideration for the sale of the Station Assets to Buyer,Buyer shall, at Closing, (i) pay Seller, by wire transfer of immediately available funds, an amount(the “Closing Purchase Price”) equal to One Billion Two Hundred Twenty-Five Million Dollars($1,225,000,000.00) (the “Base Purchase Price”), increased by an amount by which theEstimated Net Working Capital (as defined in Section 1.7(b)) exceeds $45,000,000 (the “TargetNet Working Capital”) or decreased by an amount by which the Target Net Working Capital exceedsthe Estimated Net Working Capital, and (ii) assume the Assumed Obligations (such consideration,collectively and as adjusted pursuant to Section 1.7(f), the “Purchase Price”). Theportion of the Purchase Price that is to be paid by Buyer to each company that is a Sellerhereunder as consideration for the Station Assets being sold by such Seller shall be allocated inaccordance with Section 1.8.          (b) Deposit. On April 20, 2007, Buyer shall make a cash deposit in immediatelyavailable funds in an amount equal to $30,625,000 (the “Deposit”) with Deutsche Bank TrustCompany Americas (the “Escrow Agent”) pursuant to the Escrow Agreement in the form of*Exhibit B*hereto (the “Escrow Agreement”) among Buyer, Clear Channel and the Escrow Agent.If Buyer does not make the Deposit on April 20, 2007, it shall be deemed to be a material breach ofthis Agreement for which Seller may terminate this Agreement as provided in Section 10.1(c). AtClosing, the Deposit and any interest accrued thereon (net of all distributions made to Buyerpursuant to Section 3.3(a) of the Escrow Agreement (the “Buyer Tax Distributions”)) shallbe disbursed to Seller and applied to the Closing Purchase Price. The Deposit and any interestthereon (net of all Buyer Tax Distributions) shall be disbursed to Seller if this Agreement isterminated for the reasons or in the circumstances provided in Section 10.5. If this Agreement isterminated for any other reason or in any other circumstances, the Deposit and any interest accruedthereon shall be disbursed to Buyer. The parties shall each instruct the Escrow Agent to disbursethe Deposit and all interest thereon to the party entitled thereto at the Closing or within three(3) business days of any such termination, as applicable, and shall not, by any act or omission,delay or prevent any such disbursement.
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     1.7 Net Working Capital.          (a) Definition of Net Working Capital. “Net Working Capital” means an amountequal to the aggregate value of the current assets (other than the value of “Program Rights”) thatare included in the Station Assets (which will exclude the value of cash, cash equivalents andother Excluded Assets) (“Working Capital Assets”) minus the aggregate value of the currentliabilities (other than the value of “Program Rights”, “Due to Clear Channel” liabilities and Taxliabilities) that are included in the Assumed Obligations (“Working Capital Liabilities”),in each case calculated in accordance with GAAP, applied consistently with Seller’s past accountingpractices with respect to the Stations; provided, however, that in calculating “Net WorkingCapital,” (i) all proper reserves and accruals with respect to Working Capital Assets andWorking Capital Liabilities will be recorded, (ii) all accounting entries (including allliabilities and accruals) will be taken into account, in each case regardless of their amount, andall errors and omissions will be corrected and all proper adjustments made and (iii) any imbalancein the value of rights and obligations under trade, barter or similar agreements for the exchangeof advertising time for goods or services will be disregarded. For illustration purposes only,*Schedule 1.7(a)*sets forth the manner of calculating Net Working Capital as of December 31, 2006.All calculations of Net Working Capital contemplated by this Section 1.7 shall be made in a mannerconsistent with the terms of this Section 1.7 and, to the greatest extent applicable, with *Schedule1.7(a)*.          (b) Estimated Working Capital Adjustment. On or prior to the second business dayprior to the Closing Date, Seller shall deliver to Buyer a statement (the “Estimated WorkingCapital Statement”) setting forth Seller’s good faith estimate of the Net Working Capital as ofthe end of the last calendar month for which Seller has completed the closing of its books (the“Estimated Net Working Capital”) and providing reasonable detail with respect to thevarious components thereof. Estimated Net Working Capital shall be determined in accordance withGAAP, consistent with Seller’s past accounting practices with respect to the Stations, to theextent possible given the estimated nature of the statement.          (c) Post-Closing Reconciliation. Within one-hundred twenty (120) days after theEffective Time, Seller will prepare and deliver to Buyer a statement (the “Reconciled WorkingCapital Statement”) setting forth Seller’s determination of the Net Working Capital as of theEffective Time (the “Reconciled Net Working Capital”) and providing reasonable detail withrespect to the various components thereof. Reconciled Net Working Capital shall be determined inaccordance with GAAP, consistent with Seller’s past accounting practices with respect to theStations and consistent with the manner of determining the Estimated Net Working Capital. Buyermay object to the Reconciled Working Capital Statement within thirty (30) days after its receiptthereof by delivering to Seller a response to the Reconciled Working Capital Statement settingforth each line item of Working Capital Assets and Working Capital Liabilities that is disputed byBuyer, the particular elements comprising such line item that is disputed by Buyer and Buyer’s goodfaith determination of the correct amount of each such line item and element. Buyer will providereasonable detail with respect to the nature of its dispute with each disputed line item andelement and the manner of its determination of the amount(s) thereof.
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          (d) Final Determination of Net Working Capital.               (i) If Buyer does not deliver an objection to the Reconciled Working Capital Statement withinthe thirty-day period provided in Section 1.7(c), the Reconciled Net Working Capital shown on theReconciled Working Capital Statement shall be deemed to be the amount of the “Final Net WorkingCapital” for purposes of making any adjustment required pursuant to Section 1.7(f).               (ii) If Buyer delivers an objection to the Reconciled Working Capital Statement within thethirty-day period provided in Section 1.7(c) and, following good faith negotiation of the disputeditems, Buyer and Seller reach agreement on the amount of the Reconciled Net Working Capital(whether by resolving each disputed item to their mutual satisfaction or compromising any or alldisputed items), then the amount of Reconciled Net Working Capital so agreed by them shall bedeemed to be the amount of the “Final Net Working Capital” for purposes of making anyadjustment required pursuant to Section 1.7(f).               (iii) If Buyer delivers an objection to the Reconciled Working Capital Statement within thethirty-day period provided in Section 1.7(c) and, following good faith negotiation of the disputeditems, the difference in the amount of Reconciled Net Working Capital determined by Buyer and theamount of Reconciled Net Working Capital determined by Seller (after reflecting the resolution ofany disputed items by the parties) is less than or equal to $50,000, then the arithmetic meanbetween such two amounts shall be deemed to be the amount of the “Final Net WorkingCapital” for purposes of making any adjustment required pursuant to Section 1.7(f).               (iv) If Buyer delivers an objection to the Reconciled Working Capital Statement within thethirty-day period provided in Section 1.7(c) and, following good faith negotiation of the disputeditems, the difference in the amount of Reconciled Net Working Capital determined by Buyer and theamount of Reconciled Net Working Capital determined by Seller (after reflecting the resolution ofany disputed items by the parties) is greater than $50,000, then the amount of the “Final NetWorking Capital” for purposes of making any adjustment required pursuant to Section 1.7(f)shall be determined in accordance with Section 1.7(e).          (e) Resolution of Disputes.               (i) In accordance with Section 1.7(d)(iv), Buyer and Seller shall promptly refer all remainingdisputes concerning the Reconciled Net Working Capital to a “big four” accounting firm reasonablyacceptable to Buyer and Seller (the “Independent Accounting Firm”), together with astatement of the amount of Reconciled Net Working Capital asserted by each party. The IndependentAccounting Firm shall be instructed to resolve such disputes within sixty (60) days of thereferral.               (ii) Buyer and Seller will make available to the Independent Accounting Firm, at reasonabletimes and upon reasonable notice at any time during the pendency of any dispute under this Section1.7(e), the work papers and back-up materials used in preparing the Reconciled Working CapitalStatement and Buyer’s objections to the Reconciled Working Capital Statement, and the books andrecords of Seller relating to the Reconciled Net
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Working Capital. Buyer and Seller shall have the right to meet jointly with the IndependentAccounting Firm during this period and to present their respective positions. The IndependentAccounting Firm’s decision shall be based solely on the presentations by Buyer and Seller and notby independent review. The Independent Accounting Firm shall address only those matters in disputeand may not allow a value greater than the greatest value for such item claimed by either party orsmaller than the smallest value for such item claimed by either party. The amount of theReconciled Net Working Capital determined by the Independent Accounting Firm pursuant to thisSection 1.7(e) will be the amount of the “Final Net Working Capital” for purposes of makingany adjustment required pursuant to Section 1.7(f). The resolution of disputes by the IndependentAccounting Firm and its determination of the Final Net Working Capital will be set forth in writingand will be conclusive and binding upon Buyer and Seller. The determination of the Final NetWorking Capital by the Independent Accounting Firm will become final and binding upon the date ofsuch determination.               (iii) Buyer and Seller will each pay their own fees and expenses (including without limitationany fees and expenses of their accountants and other representatives) in connection with theresolution of disputes pursuant to this Section 1.7(e). Notwithstanding the foregoing, the fees andexpenses of the Independent Accounting Firm incurred in connection with the resolution of disputesarising under this Section 1.7 will be paid by Buyer and Seller in proportion to the differencebetween the Final Net Working Capital determined by the Independent Accounting Firm and therespective amounts of Reconciled Net Working Capital asserted by each such party at the time of theinitial referral of the Reconciled Working Capital Statement disputes to the Independent AccountingFirm.          (f) Adjustments to Estimated Net Working Capital. The amount, if any, by which theFinal Net Working Capital exceeds the Estimated Net Working Capital shall be paid by Buyer toSeller. The amount, if any, by which the Estimated Net Working Capital exceeds the Final NetWorking Capital shall be paid by Seller to Buyer. Any payment pursuant to this Section 1.7(f) willbe (i) paid in immediately available funds by check or by wire transfer to such account as therecipient may specify to the payor(s) at least two (2) business days prior to the date of suchpayment, (ii) due and payable five (5) business days following the determination of Final NetWorking Capital pursuant to Section 1.7(d) (and if necessary Section 1.7(e)) and (iii) deemed to bean adjustment to the Purchase Price.          (g) Availability of Records. Seller will make available to Buyer and its accountantsand other representatives, at reasonable times and upon reasonable notice (and copies thereof atBuyer’s sole cost and expense), at any time during (i) the review by Buyer of the ReconciledWorking Capital Statement and (ii) the pendency of any dispute resolution under Section 1.7(e), thebooks and records of Seller relevant to the Reconciled Net Working Capital.     1.8 Allocation. The Purchase Price shall be allocated for Tax purposes among thevarious categories of Station Assets in accordance with their respective fair market values. Buyerand Seller shall negotiate such allocation of the Purchase Price for a period of ninety (90) daysafter Closing. If Buyer and Seller do not reach an agreement concerning the allocation of thePurchase Price within such time (or, if earlier, prior to any applicable filing deadline), thenBuyer and Seller each may file their respective Tax Returns reflecting the allocation determined byit in accordance with requirements of Section 1060 of the Internal Revenue Code of 1986, as amended(the “Code”). If Buyer and Seller reach such agreement, Buyer and Seller shall (a)
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execute and file all Tax Returns in a manner consistent with such agreed allocation and (b)not take any position before any governmental or taxing authority or in any judicial proceedingthat is inconsistent with such agreed allocation.     1.9 Closing. Subject in any case to the prior termination of this Agreement pursuantto Section 10.1, the consummation of the sale and purchase of the Station Assets and the assignmentand assumption of the Assumed Obligations provided for in this Agreement (the “Closing”)shall take place at the offices of Fulbright & Jaworski L.L.P. at 300 Convent Street, Suite 2200,San Antonio, Texas 78205, on or before the fifth business day after the date of the last to occurof the FCC Consent (as defined in Section 1.10(a), subject to extension pursuant to Section1.10(f)) pursuant to the FCC’s initial order, the HSR Clearance (as defined in Section 1.10(c)) andthe expiration of any period of notice to Station employees that is required for compliance withthe WARN Act (as defined in Section 5.7(b)), or on such later day after receipt of such consentsand expiration of any such notice period as Buyer and Seller may mutually agree, subject to thesatisfaction or waiver of the conditions set forth in Articles 6 or 7 below; provided, however,that notwithstanding the satisfaction of the waiver of the conditions set forth in Articles 6 and 7below, Buyer shall not be required to effect the Closing until the earlier of (a) a date during theMarketing Period (as defined in Section 5.14(a)) specified by Buyer on no less than three (3)business days’ prior written notice to Seller and (b) the final day of the Marketing Period. Thedate on which the Closing occurs is referred to herein as the “Closing Date.” The Closingshall be effective as of 12:01 a.m. on the Closing Date (the “Effective Time”).     1.10 Governmental Consents.          (a) Within ten (10) business days of the date of this Agreement, Buyer and Seller shall filean application with the FCC (the “FCC Application”) requesting FCC consent to theassignment of the FCC Licenses to Buyer. FCC consent to the FCC Application without any materialadverse conditions other than those of general applicability is referred to herein as the “FCCConsent.” Buyer and Seller shall diligently prosecute the FCC Application and otherwise usetheir commercially reasonable efforts to obtain the FCC Consent as soon as possible; provided,however, except as provided in the following sentence, neither Buyer nor Seller shall be requiredto pay consideration to any third party to obtain FCC Consent. Buyer shall pay the FCC filing feesrelating to the transactions contemplated hereby, irrespective of whether the transactionscontemplated by this Agreement are consummated. Buyer and Seller each shall oppose any petitionsto deny or other objections filed with respect to the FCC Applications to the extent such petitionor objection relates to such party. Neither Buyer nor Seller shall take any intentional actionthat would, or intentionally fail to take such action the failure of which to take would,reasonably be expected to have the effect of materially delaying the receipt of the FCC Consent.If the Closing shall not have occurred for any reason within the original effective period of theFCC Consent, and neither party shall have terminated this Agreement under Section 10.1, Buyer andSeller shall jointly request an extension of the effective period of the FCC Consent. No extensionof the FCC Consent shall limit the right of either party to exercise its rights under Section 10.1.          (b) Notwithstanding the foregoing, if the transfer of any Station to Buyer is not permitted bythe applicable rules of the FCC, then the FCC Application shall contain a request by Buyer for atemporary waiver of the applicable FCC rule(s) for a period of no longer than nine (9) months fromthe Closing Date (the “Waiver”). As part of such Waiver request,
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Buyer shall state its acceptance of any conditions to the Waiver imposed by the FCC thatrequire Buyer to file commitments and FCC applications to assign the appropriate Stations to atrust controlled by a trustee engaged by, but independent of, Buyer (a “Trust”) if Buyercannot achieve compliance with the applicable FCC rules within the Waiver period. Buyer shall beresponsible for arranging all aspects of any third party sale or divestiture to a Trust as requiredby, and in accordance with, the Waiver. If (i) the Waiver request is denied by the FCC (or thestaff of the FCC indicates that it is not reasonably likely that the FCC Application will begranted if it contains a request for a Waiver), or (ii) the FCC does not consent to the Waiverrequest on or before the date that is nine (9) months after the date of this Agreement (the“FCC Action Date”), or (iii) at such earlier time (including prior to the filing of the FCCApplication), the respective special communications regulatory counsel of each of Seller and Buyer,in consultation with one another and in the exercise of their professional judgment, jointlydetermine that the elimination or exclusion, as applicable, of the Waiver request is reasonablynecessary to obtain the FCC Consent, then, in lieu of the actions required above with respect tothe Waiver, Buyer shall take all necessary action to cause its rights and obligations under thisAgreement in respect of the Designated Station Assets (as defined in Section 11.2) to be assignedto, and assumed by, a Qualified Assignee (as defined in Section 11.2). Buyer shall be responsiblefor arranging all aspects of any necessary assignment to a Qualified Assignee, and in such a manneras to not delay the consummation of the transactions contemplated hereby.          (c) If applicable, within ten (10) business days after the date of this Agreement, Buyer andSeller shall make any required filings with the Federal Trade Commission (the “FTC”) andthe United States Department of Justice (the “DOJ”) pursuant to the Hart-Scott-RodinoAntitrust Improvements Act of 1976, as amended (the “HSR Act”), with respect to thetransactions contemplated hereby (including a request for early termination of the waiting periodthereunder), and shall thereafter promptly respond to all requests received from such agencies foradditional information or documentation. Expiration or termination of any applicable waitingperiod under the HSR Act is referred to herein as the “HSR Clearance.” Any filing feespayable under the HSR Act relating to the transactions contemplated hereby shall be borne by Buyer.          (d) Buyer agrees to take promptly any and all steps necessary to eliminate each and everyimpediment and obtain all consents under any antitrust, competition or communications or broadcastlaw, rule or regulation (including the HSR Act or the FCC Media Ownership Rules) that may berequired by the FCC, the FTC, the DOJ or any other U.S. federal, state or local or any applicablenon-U.S. antitrust or competition governmental authority, in each case having competentjurisdiction, so as to enable the parties to close the transactions contemplated by this Agreementas promptly as practicable, including committing to or effecting, by consent decree, hold separateorders, trust or otherwise, the Divestiture (as defined below) of such assets or businesses as arerequired to be divested in order to obtain the FCC Consent and the HSR Clearance and to avoid theentry of (or to effect the dissolution of or vacate or lift) any order that would otherwise havethe effect of preventing or materially delaying the consummation of the transactions contemplatedby this Agreement. Notwithstanding anything to the contrary in this Section 1.10(d), if the FCChas not granted the FCC Consent (including the Waiver) and/or if the FTC or the DOJ has not grantedthe necessary approvals under the HSR Act, in each case as of the date that is ten (10) monthsfollowing the date hereof, and if Seller, after consultation with Buyer and Buyer’s FCC and/orantitrust counsel, determines, or the FCC, the FTC or the DOJ has indicated, that a Divestiture isrequired to obtain the FCC Consent and/or the HSR Clearance, then Seller shall have the right toprovide written notice of such
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determination or indication to Buyer (the “Divestiture Notice”). Upon receipt of theDivestiture Notice, Buyer shall promptly (and in all respects subject to the Termination Date (asdefined in Section 10.1(d))) implement or cause to be implemented a Divestiture. For purposes ofthis Agreement, a “Divestiture” of any asset or business shall mean (i) any sale, transfer,separate holding, divestiture or other disposition, or any prohibition of, or any limitation on,the acquisition, ownership, operation, effective control or exercise of full rights of ownership,of such asset (including transfer of such asset to a Trust); or (ii) the termination or amendmentof any existing or contemplated Buyer’s governance structure or contemplated Buyer’s contractual orgovernance rights. Further, and for the avoidance of doubt, Buyer will take any and all actionsnecessary in order to ensure that (x) no requirement for any non-action, consent or approval of theFCC, the FTC, the DOJ, any authority enforcing applicable antitrust, competition, communicationslaws, any state Attorney General or other governmental authority, (y) no decree, judgment,injunction, temporary restraining order or any other order in any suit or proceeding, and (z) noother matter relating to any antitrust or competition law or any communications law (in each caseother than those relating to any Ordinary Course FCC Matter (as defined in Section 11.6)), wouldpreclude consummation of the transactions contemplated by this Agreement on or before theTermination Date, as such date may be extended in accordance with Section 10.1(d).          (e) Buyer and Seller shall notify each other of all documents filed with or received from anygovernmental agency with respect to this Agreement or the transactions contemplated hereby. Buyerand Seller shall each provide the other party with the opportunity to review and comment on alldocuments to be filed by such party with any governmental agency and furnish the other party withsuch information and assistance as the other party may reasonably request in connection with theirpreparation of any governmental filing hereunder. The FCC Consent and HSR Clearance are referredto herein collectively as the “Governmental Consents.”          (f) Notwithstanding anything to the contrary set forth in this Agreement, if Seller notifiesBuyer at any time prior to Closing, whether before or after the Governmental Consents are obtained,that it is necessary to specify a new transferor, file any additional application for the FCCConsent or otherwise change the FCC Application or any filing under the HSR Act, the parties shallamend, withdraw, file or re-file, or otherwise modify the FCC Application and any filing under theHSR Act, when requested by Seller to make such change, whether minor or major, and each of theTermination Date and FCC Action Date shall automatically be extended by a number of days equal tothe number of days from the date of this Agreement to the date the last filing is made with theFCC, FTC or DOJ pursuant to this Section 1.10(f).          (g) The main station FCC Licenses expire on the dates set forth on *Schedule 1.1(a)*. If theStations include any stations for which the FCC has not granted a license renewal application,Seller shall continue to prosecute such renewal application. If the FCC Application is grantedsubject to a renewal condition, then the term “FCC Consent” shall mean FCC consent to the FCCApplication and satisfaction of such renewal condition. In order to avoid disruption or delay inthe processing of the FCC Applications, Buyer agrees, as a part of the FCC Applications, to requestthat the FCC apply its policy permitting the assignment of FCC Licenses in transactions involvingmultiple stations to proceed, notwithstanding the pendency of one or more renewal applications.Buyer agrees to make such representations and undertakings as are
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necessary or appropriate to invoke such policy, including without limitation undertakings toassume the position of the applicant with respect to any pending renewal applications and to assumethe risks relating to such renewal applications. In addition, Buyer acknowledges that, to theextent reasonably necessary to expedite grant of a renewal application and thereby facilitate grantof the FCC Applications, Seller shall be permitted to enter into tolling agreements with the FCC toextend the statute of limitations for the FCC to determine or impose a forfeiture penalty against aStation in connection with any pending complaints that such Station aired programming thatcontained obscene, indecent or profane material or in connection with the FCC’s inquiry regarding aStation’s airing of certain video news release or satellite media tour material or in connectionwith any other enforcement matters against a Station with respect to which the FCC may permitSeller to enter into a tolling agreement. Buyer and Seller shall consult in good faith with eachother prior to Seller entering into any such tolling agreement. Neither Seller nor Buyer shalltake any action that would reasonably be expected to materially delay, materially impede, orprevent receipt of the FCC Consent.ARTICLE 2: SELLER REPRESENTATIONS AND WARRANTIES     Seller makes the following representations and warranties to Buyer:     2.1 Organization. Seller is duly organized, validly existing and in good standingunder the laws of the jurisdiction of its organization, and is qualified to do business in eachjurisdiction in which the Owned Real Property is located and in which the character of the StationAssets makes such qualification necessary. Seller has the requisite corporate power and authorityto execute, deliver and perform this Agreement and all of the other agreements and instruments tobe executed and delivered by Seller pursuant hereto (collectively, the “Seller AncillaryAgreements”) and to consummate the transactions contemplated hereby.     2.2 Authorization. The execution, delivery and performance of this Agreement and theSeller Ancillary Agreements by Seller, and the consummation by Seller of the transactionscontemplated hereby, have been duly authorized and approved by all necessary actions of Seller anddo not require any further authorization or consent of Seller. This Agreement has been duly andvalidly executed and delivered by Seller and, at the Closing, each Seller Ancillary Agreement willbe duly and validly executed and delivered by Seller. This Agreement is, and each Seller AncillaryAgreement when executed and delivered by Seller and each other party thereto at the Closing willbe, a legal, valid and binding agreement of Seller enforceable against Seller in accordance withtheir 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 enforcementof creditors’ rights generally and except as such enforceability is subject to general principlesof equity (regardless of whether such enforceability is considered in a proceeding in equity or atlaw).     2.3 No Conflicts. Except as set forth on *Schedule 2.3*and except for the GovernmentalConsents and consents to assign certain of the Station Contracts, the execution, delivery andperformance by Seller of this Agreement and the Seller Ancillary Agreements and the consummation bySeller of the transactions contemplated hereby does not (a) conflict with any organizationaldocuments of Seller, (b) violate, conflict with, result in the loss of any benefit under, result inany breach of, cause a default under, result in the termination of or give rights of terminationunder any contract or agreement to which Seller is a party or by which it is bound, or
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(c) violate or conflict with any law, judgment, order, or decree to which Seller is subject,or require the consent or approval of, or a filing by Seller with, any governmental or regulatoryauthority or any third party, except, in any case described in such clauses (a) through (c), wheresuch conflicts, violations, losses of benefits, breaches, defaults, terminations, rights oftermination, failures to obtain such consents or approvals and/or failures to make such filingswould not, individually or in the aggregate, have a Material Adverse Effect on the Business (asdefined in Section 11.6).     2.4 FCC Licenses. Except as set forth on *Schedule 2.4*:          (a) Seller is the holder of the FCC Licenses described on *Schedule 1.1(a)*, which are all ofthe licenses, permits and authorizations required under the Communications Act of 1934, as amended(the “Communications Act”), for the present operation of the Stations. The FCC Licensesare in full force and effect and have not been revoked, suspended, canceled, rescinded orterminated and have not expired. There is not pending, or, to Seller’s knowledge, threatened, anyaction by or before the FCC to revoke, suspend, cancel, rescind or materially adversely modify anyof the FCC Licenses (other than proceedings to amend FCC rules of general applicability). There isnot 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 Stations or against Seller withrespect to the Stations that could result in any such action. The Stations are operating incompliance in all material respects with the FCC Licenses, the Communications Act, and thepublished rules, regulations and policies of the FCC. All material reports and filings required tobe filed with the FCC by Seller with respect to the Stations have been timely filed. All suchreports and filings are accurate and complete in all material respects.          (b) Each Station has been assigned a channel by the FCC for the provision of digitaltelevision (“DTV”) service, and the FCC Licenses include such authorization. Except as setforth on *Schedule 2.4*, the Stations are broadcasting the DTV signal in accordance with suchauthorization in all material respects. Except as set forth on *Schedule 2.4*, the Stations are incompliance in all material respects with the FCC’s DTV build-out requirements. Except as set forthon *Schedule 2.4*, Seller has not leased, licensed, assigned, conveyed or otherwise encumbered anyStation’s DTV spectrum or any portion thereof.     2.5 Taxes. Seller has, in respect of the Business (as defined in Section 11.6),timely filed all material Tax Returns which are required to have been filed by it under applicablelaw, and all such Tax Returns are complete, true and correct in all material respects. Seller hasfully and timely paid all material Taxes due and payable pursuant to such Tax Returns or pursuantto any assessments which have become payable, except for Taxes contested in good faith byappropriate proceedings for which adequate reserves have been established in accordance with GAAP.Seller has complied in all material respects with all applicable laws relating to the payment andwithholding of Taxes and has duly and timely withheld and paid over to the appropriate taxingauthority all amounts required to be so withheld and paid under all applicable laws. There are noLiens for Taxes on any of the Station Assets other than Permitted Liens. Seller is not a “foreignperson” within the meaning of Section 1445 of the Code or Treasury Regulation section 1.1445-2(b).
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     2.6 Equity Interests and Tangible Personal Property.          (a) None of the Persons in which Seller owns Equity Interests are Subsidiaries. Except as setforth on *Schedule 2.6(a)*, Seller has good and valid title to the Equity Interests free and clear ofLiens, other than Assumed Obligations, Permitted Liens and restrictions on transfer under theSecurities Act of 1933, as amended, and applicable state securities and “blue sky” laws.          (b) Except as set forth on *Schedule 2.6(b)*, Seller has good and valid title to the TangiblePersonal Property free and clear of Liens, other than Assumed Obligations and Permitted Liens.          (c) Except as set forth on *Schedule 2.6(c)*, all material items of Tangible Personal Propertyare in good operating condition, ordinary wear and tear excepted. SUBJECT ONLY TO THE FOREGOINGSENTENCE, THE TANGIBLE PERSONAL PROPERTY IS BEING SOLD TO BUYER ON AN “AS-IS” BASIS AND IN ITSPRESENT CONDITION, SUBJECT TO NORMAL WEAR AND TEAR AND DAMAGE FROM CASUALTY, AND SELLER HEREBYDISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THEFITNESS OR CONDITION OF THE TANGIBLE PERSONAL PROPERTY, INCLUDING ANY WARRANTY OF MERCHANTABILITYOR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR USE.     2.7 Real Property.          (a) Except as set forth on *Schedule 2.7*, Seller has good and marketable fee simple title tothe Owned Real Property free and clear of Liens, other than Assumed Obligations and PermittedLiens. The Seller is not obligated under, nor is a party to, any option, right of first refusal orother contractual right to purchase, acquire, sell, assign or dispose of any of the Owned RealProperty or any portion thereof or interest therein. Seller has certificates of occupancy for eachmaterial improvement on the Owned Real Property and Seller has complied in all material respectswith all material conditions of such certificates of occupancy.          (b) To Seller’s knowledge, the Real Property is not subject to any suit for condemnation orother taking by any public authority. BUYER AGREES AND ACKNOWLEDGES THAT IT IS PURCHASING THEOWNED REAL PROPERTY “AS-IS” AND IN ITS PRESENT CONDITION, SUBJECT TO NORMAL WEAR AND TEAR ANDDAMAGE FROM CASUALTY.     2.8 Contracts. *Schedule 1.**1(d)* sets forth a true and complete list of all contracts,agreements and leases that relate exclusively to the operation of the Stations or the ownership ofthe Station Assets (including, without limitation, all contracts for the sale of advertising time,programming and film contracts, syndication contracts, national sales representation contacts,employment contacts, retransmission (must carry) contacts, distribution contracts and networkaffiliation contracts, collective bargaining agreements, Real Property leases, income-producingleases and agreements), other than (a) contracts for the sale of time on Stations which are forcash at rate card values consistent with prior practices for the periods in question and with notmore than twelve (12) months remaining in their terms or (b) contracts which were entered into
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in the ordinary course of business and (i) which are terminable on thirty (30) days’ notice orless without penalty or premium, or (ii) did not impose monetary obligations on Seller in 2006, andare not reasonably expected to impose monetary obligations on Seller in 2007, in excess of $250,000and which impose no material restrictions on the operation of the Stations. The Station Contractsrequiring the consent of a third party to assignment are identified with an asterisk on *Schedule1.1(d)*. Each of the Station Contracts (including without limitation each of the Real PropertyLeases) is in full force and effect and is binding upon Seller and, to Seller’s knowledge, theother parties thereto (subject to bankruptcy, insolvency, reorganization or other similar lawsrelating to or affecting the enforcement of creditors’ rights generally). Seller has performed itsobligations under each of the Station Contracts in all material respects and is not in materialdefault thereunder, and to Seller’s knowledge, no other party to any of the Station Contracts is indefault thereunder in any material respect.     2.9 Environmental. Except as set forth on *Schedule 2.9*, (a) no Hazardous Materialregulated under any Environmental Law (as defined below) has been generated, stored, transported orreleased by or on behalf of Seller on, in, from or to the Real Property in violation of, or in amanner reasonably likely to result in the owner or operator of the Stations incurring materialliability under, any applicable Environmental Laws; (b) Seller has complied in all materialrespects with all Environmental Laws applicable to the Stations and the Real Property, whichcompliance includes obtaining, maintaining and complying in all material respects with all permits,licenses or other authorizations required by Environmental Law for the operation of the Stations;(c) no claims are pending or, to the knowledge of Seller, threatened against Seller, the Stationsor the Real Property alleging a violation of or liability under Environmental Laws; (d) to theknowledge of Seller, no conditions exist at any of the Stations or any Real Property that wouldreasonably be expected to result in the owner or operator of the Stations or the Real Propertyincurring material liability under Environmental Laws; and (e) to the knowledge of Seller, Sellerhas made available to Buyer copies of all material environmental assessment, audits, investigationsor other similar environmental reports relating to the Stations or the Real Property that are inthe possession, custody or control of Seller. For purposes of this Agreement, the following termshave the following meanings: (i) “Environmental Law” shall mean any applicable law, rule,regulation or other legal requirement, including common law, relating to the environment, naturalresources, health or safety; and (ii) “Hazardous Materials” shall mean all materials,substances or wastes classified, characterized or regulated as “hazardous,” “toxic,” “pollutant” or“contaminant,” or words of similar meaning, under Environmental Laws.     2.10 Intangible Property and Licensed IP.          (a) To Seller’s knowledge, Seller is the sole and exclusive owner of or has the right to use,sell, license or sublicense, as the case may be, the Intangible Property and the Licensed IP freeand clear of Liens, other than Assumed Obligations and Permitted Liens.          (b) *Schedule 1.1(e)*contains a list of all Intangible Property that is registered or thesubject of an application for registration, and a description of all other material IntangibleProperty included in the Station Assets. Except as set forth on *Schedule 2.10*, (i) to Seller’sknowledge, Seller’s use of the Intangible Property and the Licensed IP does not infringe upon anythird party rights in any material respect, (ii) no material Intangible Property or materialLicensed IP is the subject of any pending or, to Seller’s knowledge, threatened legal proceedingsclaiming infringement or unauthorized use, (iii) Seller has not received any written notice thatits
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use of any material Intangible Property or material Licensed IP is unauthorized or infringesupon or misappropriates the rights of any other person and (iv) to Seller’s knowledge, no thirdparty is infringing on or misappropriating, in any material respect, any material IntangibleProperty or material Licensed IP.     2.11 Employees. Except as set forth on *Schedule 2.11*, (a) Seller has complied in allmaterial respects with all labor and employment laws, rules and regulations applicable to theStations’ business, including without limitation those which relate to prices, wages, hours,discrimination in employment and collective bargaining and (b) there is no unfair labor practicecharge or complaint against Seller in respect of the Stations’ business pending or, to Seller’sknowledge, threatened before the National Labor Relations Board, any state labor relations board orany court or tribunal, and there is no strike, dispute, request for representation, slowdown orstoppage pending or threatened in respect of the Stations’ business. Other than the collectivebargaining agreements set forth on *Schedule 1.**1(d)* and included in the Station Contracts (the“Collective Bargaining Agreements”), Seller is not party to any collective bargaining,union or similar agreement with respect to any of the Active Employees, the Inactive Employees orthe Additional Employees, and to Seller’s knowledge, other than the labor union parties to theCollective Bargaining Agreements (the “Labor Unions”), no union represents or claims torepresent or is attempting to organize any such employees. Except as set forth on *Schedule 2.11*,none of the Active Employees, the Inactive Employees or the Additional Employees participate in amultiemployer pension plan (within the meaning of Section 4001(a)(3) of the Employee RetirementIncome Security Act of 1974, as amended (“ERISA”)) that is covered by Title IV of ERISA (a“Multiemployer Plan”) as to which there would be any material withdrawal liability ifSeller were to completely withdraw from such plan as of the Effective Time and disregardingcontributions attributable to any other business retained by Seller and its Affiliates.     2.12 Insurance. Seller maintains insurance policies or other arrangements withrespect to the Stations and the Station Assets consistent with its practices for other stations,and will maintain such policies or arrangements until the Effective Time.     2.13 Compliance with Law. Except as set forth on *Schedule 2.13*, (a) Seller hascomplied in all material respects with all laws, rules and regulations (including withoutlimitation all FCC and Federal Aviation Administration rules and regulations) that are applicableto the operation of the Stations, and all decrees and orders of any court or governmental authoritywhich are applicable to the operation of the Stations, and (b) to Seller’s knowledge, there are nogovernmental claims or investigations pending or threatened against Seller in respect of theStations except those affecting the industry generally.     2.14 Litigation. Except as set forth on *Schedule 2.14*, there is no action, suit orproceeding pending or, to Seller’s knowledge, threatened against Seller (a) that would have aMaterial Adverse Effect on the Business or (b) that questions the legality or propriety of thetransactions contemplated by this Agreement or that could adversely affect the ability of Seller toperform its obligations hereunder in any material respect. Seller is not operating under orsubject to any order, writ, injunction or decree relating to the Stations or the Station Assets ofany court or governmental authority that would have a Material Adverse Effect on the Business.     2.15 Financial Statements. Seller has provided to Buyer copies of the followingcombined financial statements of Clear Channel Television (a division of Clear Channel
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Communications, Inc.) relating to the operation of the Stations (such financial statements,collectively, the “Financial Statements”): (a) the audited balance sheet as of each of thefiscal years ended December 31, 2005 and December 31, 2006 (such balance sheet as of December 31,2006, the “Most Recent Audited Balance Sheet”), (b) the audited statements of cash flowsfor each of the fiscal years ended December 31, 2005 and December 31, 2006 and (c) the auditedstatements of operations for each of the fiscal years ended December 31, 2004, December 31, 2005and December 31, 2006. The Financial Statements have been derived from the books and records ofSeller relating to the Stations, have been prepared in accordance with GAAP, consistently applied,and fairly present, in all material respects, the financial position and results of operations andcash flows of the Stations as of the dates thereof and for the periods indicated therein.     2.16 Absence of Certain Changes or Events. Since December 31, 2006, there have notbeen 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 on the Business. SinceDecember 31, 2006, the Stations have been operated in all material respects in the ordinary courseof business consistent with past practice.     2.17 Station Assets. The Station Assets include all material assets that are owned orleased by Seller and exclusively used or held for use in the operation of the Stations, ascurrently operated, except for the Excluded Assets. Except for finance, accounting, tax, legal,human resources and other corporate services provided to the Business by Clear ChannelCommunications, Inc. and its Affiliates and listed on *Schedule 1.2(s)*, the Station Assets aresufficient for the operation of the Stations in the ordinary course of business, as conducted bySeller as of the date of this Agreement.     2.18 No Undisclosed Liabilities. Except (a) as reflected or reserved against in theMost Recent Audited Balance Sheet, (b) for liabilities or obligations incurred in the ordinarycourse of business consistent with past practice since the date of the Most Recent Audited BalanceSheet and (c) for the Retained Obligations, Seller does not have any liabilities or obligations ofany nature, whether or not accrued, contingent or otherwise, whether or not required, if known, tobe reflected or reserved against on a consolidated balance sheet or the notes thereto of theBusiness, other than those which have not had or could not reasonably be expected to have,individually or in the aggregate, a Material Adverse Effect on the Business.ARTICLE 3: BUYER REPRESENTATIONS AND WARRANTIES     Buyer hereby makes the following representations and warranties to Seller:     3.1 Organization. Buyer is duly organized, validly existing and in good standingunder the laws of the jurisdiction of its organization, and is qualified to do business in eachjurisdiction in which the nature of its business requires it to be so qualified. Buyer has therequisite limited liability company power and authority to execute, deliver and perform thisAgreement and all of the other agreements and instruments to be executed and delivered by Buyerpursuant hereto (collectively, the “Buyer Ancillary Agreements”) and to consummate thetransactions contemplated hereby.
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     3.2 Authorization. The execution, delivery and performance of this Agreement and theBuyer Ancillary Agreements by Buyer, and the consummation by Buyer of the transactions contemplatedhereby, have been duly authorized and approved by all necessary actions of Buyer and do not requireany further authorization or consent of Buyer. This Agreement has been duly and validly executedand delivered by Buyer and, at the Closing, each Buyer Ancillary Agreement will be duly and validlyexecuted and delivered by Buyer. This Agreement is, and each Buyer Ancillary Agreement whenexecuted and delivered by Buyer and each other party thereto at the Closing will be, a legal, validand binding agreement of Buyer enforceable against Buyer in accordance with their 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’ rightsgenerally and except as such enforceability is subject to general principles of equity (regardlessof whether such enforceability is considered in a proceeding in equity or at law).     3.3 No Conflicts. Except for the Governmental Consents, the execution, delivery andperformance by Buyer of this Agreement and the Buyer Ancillary Agreements and the consummation byBuyer of the transactions contemplated hereby does not (a) conflict with any organizationaldocuments of Buyer, (b) violate, conflict with, result in the loss of any benefit under, result inany breach of, cause a default under, result in the termination of or give rights of terminationunder any contract or agreement to which Buyer is a party or by which it is bound, or (c) violateor conflict with any law, judgment, order or decree to which Buyer is subject, or require theconsent or approval of, or a filing by Buyer with, any governmental or regulatory authority or anythird party.     3.4 Litigation. There is no action, suit or proceeding pending or, to Buyer’sknowledge, threatened against Buyer that questions the legality or propriety of the transactionscontemplated by this Agreement or that could adversely affect the ability of Buyer to perform itsobligations hereunder in any material respect.     3.5 Qualification. *Schedule 3.5*sets forth each Attributable Interest (as definedbelow). Subject to receipt of the Waiver or the assignment of the Designated Station Assets to aQualified Assignee pursuant to Section 11.2, Buyer is legally, financially and otherwise qualifiedto be the licensee of, acquire, own and operate the Stations under the Communications Act and therules, regulations and policies of the FCC. Buyer is in compliance with Section 310(b) of theCommunications Act and the FCC’s rules governing alien ownership. There are no facts orcircumstances that would, under the Communications Act and the existing rules, regulations,policies and procedures of the FCC, disqualify Buyer as an assignee of the FCC Licenses or as theowner and operator of the Stations. Other than the Waiver and the Satellite Exemptions (as definedbelow), no waiver of or exemption from any provision of the Communications Act or the rules,regulations and policies of the FCC is necessary for the FCC Consent to be obtained. There are nofacts or circumstances that might reasonably be expected to (a) result in the FCC’s refusal togrant the FCC Consent or otherwise disqualify Buyer, (b) materially delay obtaining the FCC Consentor (c) cause the FCC to impose a material condition or conditions on its granting of the FCCConsent. “Attributable Interest” means any interest in any assets or businesses that areheld by Buyer (or any person having an attributable ownership interest in Buyer as defined forpurposes of applying the FCC Media Ownership Rules) that would, immediately following the EffectiveTime, result in a conflict with the FCC Media Ownership Rules (including without limitation theequity debt plus rules) including without limitation any
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such interest that Buyer (or such other person having an attributable interest in Buyer) is ormay become obligated to acquire. “Satellite Exemptions” means the reauthorization of theexisting exemptions from the FCC Media Ownership rules pursuant to Note 5 to 47 C.F.R. §73.3555with respect to KOCW(TV) and KAAS-TV.     3.6 Financing. Buyer has, or will have prior to Closing, sufficient cash, availablelines of credit or other sources of immediately available funds to enable it to pay the PurchasePrice. To the extent that Buyer intends to finance any portion of the Purchase Price, Buyer hasdelivered to Seller true and correct copies of commitment letters from Buyer’s equity investors andlenders (the “Commitment Letters”) pursuant to which such investors and lenders haveagreed, subject to the terms and conditions set forth therein, to provide the equity and debtfinancing for the transactions contemplated by this Agreement (the “Financing”). As of thedate hereof, the Commitment Letters are in full force and effect without amendment or modification,are the valid and binding obligations of each party thereto, have not been withdrawn or rescindedin any respect, and all commitment fees required to be paid thereunder on or prior to the date ofthis Agreement have been paid and any commitment fees required to be paid thereunder after the dateof this Agreement will be paid in full. Except as set forth in the Commitment Letters, there areno other conditions to the consummation of the Financing and Buyer has no reason to believe thatany condition to the Commitment Letters will not be satisfied or waived prior to the Closing Date.Buyer acknowledges and agrees that the obligation of Buyer to consummate the transactionscontemplated by this Agreement is not conditioned upon the closing of the Financing, Buyer’sreceipt of the proceeds of the Financing or Buyer’s ability to finance or pay the Purchase Priceand that any failure of Buyer to consummate the transactions contemplated by this Agreement as aresult of the foregoing shall constitute a material breach by Buyer of this Agreement and entitleSeller to receive the Deposit pursuant to Section 10.5.     3.7 Brokers. All negotiations relative to this Agreement and the transactionscontemplated hereby have been carried out by Buyer (or an Affiliate of Buyer) directly with Sellerwithout the intervention of any party on behalf of Buyer in such manner as to give rise to anyvalid claim by any party against Seller for a finder’s fee, brokerage commission or similarpayment.     3.8 Solvency. Assuming (a) the satisfaction of the conditions to Buyer’s obligationto consummate the transactions contemplated by this Agreement, (b) the accuracy in all materialrespects of the representations and warranties of Seller set forth in Article 2 hereof (withoutgiving effect to any knowledge, materiality or “Material Adverse Effect” qualification orexpectation), (c) any estimates, projections or forecasts prepared by Seller and delivered to Buyerhave been prepared by Seller in good faith based upon reasonable assumptions, and (d) the RequiredFinancial Information (as defined in Section 5.14(b)) fairly presents the financial condition ofthe Business as at the end of the periods covered thereby and the results of operations of theBusiness for the periods covered thereby, then immediately after giving effect to the transactionscontemplated by this Agreement, Buyer shall be Solvent (as defined below). For purposes of thisAgreement: (a) “Solvent,” when used with respect to Buyer, means that, as of any date ofdetermination (i) the Present Fair Salable Value (as defined below) of its assets will, as of suchdate, exceed all of its liabilities, contingent or otherwise, as of such date, (ii) Buyer will nothave, as of such date, an unreasonably small amount of capital for the business in which it isengaged or will be engaged and (iii) Buyer will be able to pay its debts as they become absoluteand mature, in the ordinary course of business, taking into account the timing of
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and amounts of cash to be received by it and the timing of and amounts of cash to be payableon or in respect of its indebtedness, in each case after giving effect to the transactionscontemplated by this Agreement, and the term “Solvency” shall have a correlative meaning;(b) “debt” means liability on a “claim”; (c) “claim,” for purposes of this Section3.8, means (i) any right to payment, whether or not such a right is reduced to judgment,liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, secured orunsecured or (ii) the right to an equitable remedy for a breach in performance if such breach givesrise to a right to payment, whether or not such equitable remedy is reduced to judgment,liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal,equitable, secured or unsecured; and (d) “Present Fair Salable Value” means the amount thatmay be realized if the aggregate assets of Buyer (including goodwill) are sold as an entirety withreasonable promptness in an arm’s-length transaction under present conditions for the sale ofcomparable business enterprises.     3.9 Other Interests. Except as set forth in *Schedule 3.9*, Buyer and its Affiliateshold no interest in any Person (as defined in Section 11.6) that operates a television station inthe same language in the same geographic market (for purposes of Section 7 of the Clayton AntitrustAct of 1914 or any other applicable antitrust or competition law) with the business associated withthe Station Assets.ARTICLE 4: SELLER COVENANTS     4.1 Seller’s Covenants. Between the date hereof and Closing, except as permitted bythis Agreement or with the prior written consent of Buyer, which shall not be unreasonablywithheld, delayed or conditioned, Seller shall:          (a) operate the Stations (i) in the ordinary course of business in a manner consistent withpast practice, (ii) in all material respects, and in a manner consistent with past practice, inaccordance with FCC rules and regulations and with all other applicable laws, regulations, rulesand orders and (iii) in accordance with the Stations’ operating budgets, including, but not limitedto, with regards to any capital expenditures, promotion and advertising;          (b) not materially adversely modify, and in all material respects maintain in full force andeffect, the FCC Licenses;          (c) except as provided by Section 1.10(d), not, other than in the ordinary course of business,sell, lease or dispose of or agree to sell, lease or dispose of any of the Station Assets unlessreplaced with similar items of substantially equal or greater value and utility, or create, assumeor permit to exist any Liens upon the Station Assets, except for Assumed Obligations and PermittedLiens, and not dissolve, liquidate, merge or consolidate with any other entity;          (d) maintain the Tangible Personal Property in the ordinary course of business and not pledge,subject to any Lien (other than Permitted Liens) or otherwise encumber the Tangible PersonalProperty;          (e) maintain the Intangible Property and Licensed IP and not abandon or grant any license orsublicense of any rights under or with respect to any Intangible Property and Licensed IP otherthan in the ordinary course of business;
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          (f) not pledge, subject to any Lien (other than Permitted Liens) or otherwise encumber theEquity Interests;          (g) upon reasonable notice, give Buyer and its representatives reasonable access during normalbusiness hours to the Station Assets, and furnish Buyer with information relating to the StationAssets that Buyer may reasonably request, provided that such access rights shall not be exercisedin any manner that interferes with the operation of the Stations;          (h) except in the ordinary course of business or as otherwise required by law, and providedthat any such agreement or plan provides for the contingency of involuntary termination ofemployment with no more than six months severance, not (i) enter into any employment, labor, orunion agreement or plan (or amendments of any such existing agreements or plan), that will bebinding upon Buyer after Closing or (ii) increase the compensation payable to any employee of theStations, except for bonuses and other compensation payable by Seller in connection with theconsummation of the transactions contemplated by this Agreement (if any);          (i) use commercially reasonable efforts to maintain the Stations’ cable and DBS carriageexisting as of the date of this Agreement, including making timely elections of must-carry orretransmission consents and negotiating new or extended retransmission consent agreements in theordinary course of business, and Seller shall use its commercially reasonable efforts to extend anyretransmission agreements that are scheduled to expire between the date hereof and the EffectiveTime, such agreements to be extended by 180 days with automatic 30 day renewals thereafter;          (j) not make any material change to its method of accounting in effect at December 31, 2006with regards to the Stations and the Station Assets except (i) as required by GAAP or as requiredby a governmental authority or quasi-governmental authority (including the Financial AccountingStandards Board or any similar organization) or (ii) as required by a change in applicable law;          (k) not enter into new Station Contracts that will be binding upon Buyer after Closing, exceptfor (i) new time sales agreements and other Station Contracts made in the ordinary course ofbusiness that are terminable on ninety (90) days notice or less without penalty, (ii) other StationContracts made with Buyer’s prior consent, and (iii) other Station Contracts that do not requirepost-Closing payments by Buyer of more than $100,000 per Station (in the aggregate for all such newcontracts);          (l) not amend any Station Contract in any material respect, except for such amendments made inthe ordinary course of business or made with Buyer’s prior consent; and          (m) not contractually agree to do any of the foregoing.     For purposes of calculating the amount of said post-Closing payments by Buyer, if a contractis terminable by giving advance notice, then such amount shall include only the post-Closing amountthat would be payable if a termination notice were given at Closing (whether or not such notice isin fact given), but in no event shall such amount be more than the amount payable absent suchtermination notice.
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     4.2 CarSoup.com. Seller shall use its commercially reasonable efforts to obtain fromthe relevant parties to the March 2006 Option Agreement and the March 2006 Shareholders Agreement,a waiver of (a) all change of control and assignment provisions in connection with the transactionscontemplated hereby, including without limitation waiver of the right to purchase Clear ChannelTelevision, Inc.’s (“CCTV”) shares in CarSoup of Minnesota, Inc. (“CarSoup”) for$2,000,000 pursuant to Section 3 of the March 2006 Option Agreement and (b) the termination ofCCTV’s right to retain its call options to purchase shares of CarSoup between March 1, 2009 andJune 30, 2009, pursuant to Section 1 of the March 2006 Option Agreement.     4.3 Telemundo. Seller shall use its commercially reasonable efforts to obtain anagreement in the form of, as appropriate, an amendment to or waiver of the affiliation agreementswith Telemundo Network Group, LLC (“Telemundo”) deleting (a) the right of first refusalupon a sale of all or substantially all of the assets of KKEY-LP or KMUV-LP, and (b) thelimitation on ownership of any interest in any other Spanish-language or English-language,Hispanic-themed television station in or serving the Bakersfield or Monterey DMA; provided,however, that this clause (b) shall not apply in the event of an assignment to a Qualified Assigneepursuant to Sections 1.10(b) and 11.2. In the event that the right of first refusal described inclause (a) above is not waived, the parties shall agree in good faith as to the value of the assetsof KKEY-LP and KMUV-LP that will be offered to Telemundo pursuant to such right of first refusal.ARTICLE 5: JOINT COVENANTS     Buyer and Seller hereby covenant and agree as follows:     5.1 Confidentiality. Seller (or an Affiliate of Seller) and Buyer (or an Affiliate ofBuyer) are parties to a nondisclosure agreement (the “NDA”) with respect to Seller and itsstations. To the extent not already a direct party thereto, Buyer and Seller hereby assume the NDAand agree to be bound by the provisions thereof. Without limiting the terms of the NDA, subject tothe requirements of applicable law, all non-public information regarding Seller and its Affiliatesand their business and properties that is disclosed in connection with the negotiation, preparationor performance of this Agreement (including without limitation all financial information providedby Seller to Buyer) shall be confidential and shall not be disclosed to any other person or entity,except Buyer’s representatives and lenders for the purpose of consummating the transactioncontemplated by this Agreement.     5.2 Announcements. Prior to Closing, no party shall, without the prior writtenconsent of the other, issue any press release or make any other public announcement concerning thetransactions contemplated by this Agreement, except to the extent that such party is so obligatedby law or any rule or regulation of any securities exchange upon which the securities of such partyare listed or traded, in which case such party shall give advance notice to the other, and exceptthat the parties shall cooperate to make a mutually agreeable announcement.     5.3 Control. Buyer shall not, directly or indirectly, control, supervise or directthe operation of the Stations prior to Closing. Consistent with the Communications Act and the FCCrules and regulations, control, supervision and direction of the operation of the Stations prior toClosing shall remain the responsibility of Seller as the holder of the FCC Licenses.
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     5.4 Risk of Loss.          (a) Seller shall bear the risk of any loss of or damage to any of the Station Assets at alltimes until the Effective Time, and Buyer shall bear the risk of any such loss or damagethereafter.          (b) If prior to the Effective Time any material item of Tangible Personal Property is damagedor destroyed or otherwise not in the condition described in Section 2.6, then:               (i) Seller shall use commercially reasonable efforts to either repair such item so that it isthereafter in the condition described in Section 2.6 or replace such item; and               (ii) if such repair or replacement is not completed prior to Closing, then the parties shallproceed to Closing (with Seller’s representations and warranties deemed modified to take intoaccount any such condition) and Seller shall promptly so repair or replace such item after Closing(and Buyer will provide Seller access and any other reasonable assistance requested by Seller withrespect to such obligation), except that if such damage or destruction materially disrupts Stationoperations, then Buyer may postpone Closing until the date five (5) business days after operationsare restored in all material respects, subject to Section 10.1.          (c) If prior to Closing, a Station is off the air or operating at a power level that resultsin a material reduction in coverage from such Station’s coverage as of the date of this Agreement(a “Broadcast Interruption”), then Seller shall use commercially reasonable efforts toreturn the Station to the air and restore prior coverage as promptly as possible in the ordinarycourse of business. Notwithstanding anything herein to the contrary, if prior to Closing there isa Broadcast Interruption in excess of 24 hours, then Buyer may postpone Closing until the date five(5) business days after the Station returns to the air and prior coverage is restored in allmaterial respects, subject to Section 10.1.     5.5 Access to Information and Assets. Subject to the terms of the NDA and to theextent permitted by applicable law and contractual obligations binding on Seller, between the dateof this Agreement and the Closing Date (or the date on which this Agreement is terminated pursuantto Section 10.1), Seller shall permit Buyer and its authorized agents, representatives andenvironmental consultants, upon reasonable notice, during normal business hours and in a mannerthat does not unduly disrupt the normal operations of the Stations or Seller, to have reasonableaccess to the Station Assets and all of Seller’s relevant books, records and documents of orrelating to the Station Assets, and shall furnish to Buyer such information and data, financialrecords and other documents in its possession relating to the Station Assets as Buyer mayreasonably request. Buyer shall have the option to obtain, at Buyer’s expense, Phase Ienvironmental assessment reports regarding the Real Property (the “Phase I Reports”). Ifrequested by Seller, Buyer shall provide copies of the Phase I Reports to Seller promptly afterthey are completed. If, in Buyer’s reasonable judgment and in the written opinion of anindependent, qualified, nationally-recognized environmental consulting firm, with Seller’s prioragreement (which shall not be unreasonably withheld), Phase II environmental assessment reports(“Phase II Reports”) are necessary in light of the contents of the Phase I Reports, Buyermay obtain such Phase II Reports at Buyer’s sole expense. If requested by Seller, Buyer shall
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provide copies of the Phase II Reports to Seller promptly after they are completed. Buyershall not disclose Phase I Reports, Phase II Reports or any information or matter contained ordescribed therein to any governmental authority or any other Person, except with the prior writtenconsent of Seller or as may be required by applicable law.     5.6 Consents.          (a) Seller shall use commercially reasonable efforts to obtain, and Buyer shall cooperate withSeller in obtaining, (i) any third party consents necessary for the assignment of any StationContract (which shall not require any payment by Buyer to any such third party or the incurrence byBuyer of any cost or expense), and (ii) execution of reasonable estoppel certificates by lessorsunder any Real Property Leases requiring consent to assignment (if any), but no such consents orestoppel certificates are conditions to Closing except for the Required Consents. Receipt ofconsent to assign to Buyer the Stations’ network affiliation agreements, studio and buildingleases, and main tower leases set forth on *Schedule 5.6*(the “Required Consents”), and onlysuch Required Consents, is a condition precedent to Buyer’s obligation to close under thisAgreement.          (b) To the extent that any Station Contract may not be assigned without the consent of anythird party, and such consent is not obtained prior to Closing, this Agreement and any assignmentexecuted pursuant to this Agreement shall not constitute an assignment of such Station Contract;provided, however, with respect to each such Station Contract, Seller and Buyer shall cooperate tothe extent feasible in effecting a lawful and commercially reasonable arrangement under which Buyershall receive the benefits under the Station Contract from and after Closing and Buyer shall payand perform Seller’s obligations arising under the Station Contract from and after Closing inaccordance with its terms (if applicable, to the extent of the benefits received) and indemnify andhold harmless Seller and its Affiliates for any costs, expenses or liabilities (includingreasonable legal fees and expenses) incurred by them in connection with the enforcement of suchStation Contract.     5.7 Employees.          (a) Buyer shall offer employment to each employee of Seller (other than any employee listed bySeller as an “Excluded Employee” on *Schedule 5.7(a)*(each such listed employee, an “ExcludedEmployee”)) who (i) is assigned to work exclusively in the operation of the Stations as of theEffective Time and is an active employee of Seller as of the Effective Time (collectively,“Active Employees”), (ii) is assigned to work exclusively in the operation of the Stationsas of the Effective Time and is an inactive employee of Seller as of the Effective Time, includingbut not limited to employees on paid or unpaid leave of absence, short-term disability or long-termdisability (collectively, “Inactive Employees”), or (iii) is listed by Seller as an“Additional Employee” on *Schedule 5.7(a)*(collectively, “Additional Employees”). Buyershall offer employment effective as of the Effective Time to each Active Employee and AdditionalEmployee who is actively employed as of the Effective Time. Buyer’s offer of employment to eachInactive Employee and each Additional Employee who is not actively employed as of the EffectiveTime shall be made promptly when such employee is eligible to return to active service; providedsuch employee has a right to re-employment under applicable laws or Seller’s employment policies.Such offers of employment to the Active Employees and the active Additional Employees shall be madeat least ten (10) business days prior to the Closing Date and
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must remain outstanding for at least five (5) business days but in no event later than thebusiness day immediately preceding the Closing Date. Buyer shall employ each such employee whoaccepts Buyer’s offer of employment prior to the Effective Time (collectively, the “TransferredEmployees”) as of the Effective Time. At the Closing, Buyer shall provide Seller with a listof the Transferred Employees. Inactive Employees and inactive Additional Employees shall betreated as “Transferred Employees” when they commence work with Buyer. *Schedule 5.7*shall includea complete list of the Active Employees, the Inactive Employees and the Additional Employees, andeach such employee’s date of hire, salary or wage rate, bonus or commission opportunity and, ifapplicable, reason for inactive status.          (b) Buyer assumes all responsibility for compliance with the Worker Adjustment and RetrainingNotification Act (the “WARN Act”), or all similar state and local laws, with respect to theStations’ employees, and Buyer assumes any and all liabilities arising under the WARN Act or suchstate and local laws for any such non-compliance, whether such claims are made by any governmentalauthority or by any employee of the Stations.          (c) Buyer covenants and agrees that, with respect to each Active Employee, Inactive Employeeand Additional Employee to whom the Buyer is obligated to make an offer of employment pursuant toSection 5.7(a) (other than such employees who are subject to a collective bargaining agreement orparty to an employment agreement or other agreement that provides for severance), such offer willbe for a position of employment or as an independent contractor where there is no reduction in BasePay (as defined in the “Clear Channel Severance Plan for Sales of Non-Core Radio and TelevisionStations” (the “Severance Plan”), which is attached hereto as Schedule 5.7(c)), orscheduled hours as determined immediately prior to the Effective Time and where the primary placeof employment or performance of services does not require the employee to commute more than thirty(30) miles further than such employee’s commute as it existed at the Effective Time. Buyer furthercovenants and agrees that (i) Buyer shall initially employ each Transferred Employee, subject toBuyer’s standard human resources policies and procedures, (ii) for a period commencing at theEffective Time and ending on the earlier of (x) one year following the Effective Time and (y)termination of the applicable Transferred Employee’s employment with Buyer, Buyer shall pay eachnon-union Transferred Employee who does not have an existing employment agreement a salary or wagerate that is not less than the Base Pay paid to such Transferred Employee by Seller immediatelyprior to the Effective Time, and (iii) for a period commencing at the Effective Time and ending onthe earlier of (x) one year following the Effective Time and (y) termination of the applicableTransferred Employee’s employment with Buyer, Buyer shall provide bonus or commission opportunitiesthat are substantially comparable, in the aggregate, as those provided to the non-union TransferredEmployees who do not have existing employment agreements by Seller immediately prior to theEffective Time (excluding all equity related, transaction bonus, retention bonus or similarincentive plans). With respect to the Transferred Employees, Seller shall be responsible for allcompensation and benefits arising prior to the Effective Time (in accordance with Seller’semployment terms), including any retention or transaction bonus, and Buyer shall be responsible forall compensation and benefits arising after the Effective Time (in accordance with Buyer’semployment terms). Buyer shall grant credit to each Transferred Employee for all unused vacationand sick leave accrued as of the Effective Time as an employee of Seller, and Buyer shall assumeand discharge Seller’s obligation to provide such vacation and sick leave to such employees (suchobligations being a part of the Assumed Obligations) to the extent included in the Final NetWorking Capital calculation.
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          (d) Without limiting Section 5.7(c), Buyer will provide each non-union Transferred Employeewho does not have an existing employment agreement and who experiences a termination of employmentwithout “cause” (as reasonably defined in Buyer’s severance plan) during the one-year periodfollowing the Effective Time with cash severance pay subject to the terms of Buyer’s severance planthat is not less than the amount of cash severance pay in accordance with the levels set forth inSection III of the Severance Plan and using such Transferred Employee’s salary and service(including past service) as of the date of termination. If Buyer does not maintain an ApplicableBase Benefit rate (“ABBR”) for commissioned or partially-commissioned employees, suchemployees’ base pay will be calculated on the basis of such employee’s average monthly salary,wages and commissions paid during the three-month period preceding the date of termination.          (e) Buyer shall permit Transferred Employees (and their spouses and dependents) to participatein its “employee welfare benefit plans” (including without limitation health insurance plans) and“employee pension benefit plans” (as defined in ERISA) in which similarly situated employees ofBuyer are generally eligible to participate (or if Buyer does not have such plans or does not havesimilarly situated employees, Buyer shall establish or make available employee welfare benefitplans and employee pension benefit plans, in which Transferred Employees (and their spouses anddependents) will be entitled to participate, having terms and conditions that provide benefits tosuch participants that are substantially comparable, in the aggregate, to the benefits provided tosuch participants under Seller’s plans immediately prior to Closing), with coverage effectiveimmediately upon Closing (and without exclusion from coverage on account of any pre-existingcondition), with service with Seller deemed service with Buyer for purposes of eligibility, waitingperiods, vesting periods and differential benefits based on length of service (but withoutduplication of benefits), and with credit under any welfare benefit plan for any deductibles orco-insurance paid for the current plan year under any plan maintained by Seller.          (f) Buyer shall also permit each Transferred Employee who participates in Seller’s 401(k) planto elect to make direct rollovers of their account balances into Buyer’s 401(k) plan as soon asadministratively feasible after Closing, including the direct rollover of any outstanding loanbalances such that they will continue to make payments under the terms of such loans under Buyer’s401(k) plan, subject to compliance with applicable law and subject to the reasonable requirementsof Buyer’s 401(k) plan.          (g) Buyer shall recognize each Labor Union as the exclusive representative of the specificgroup of Transferred Employees that such Labor Union represents pursuant to the CollectiveBargaining Agreement to which it is a party. Buyer shall adopt each Collective BargainingAgreement and assume all obligations under such Collective Bargaining Agreement that arise out of,or are attributable to, the period from and after the Effective Time and the obligation for paymentof all wages and other cash compensation accrued as of the Effective Time, solely to the extentincluded in the Final Net Working Capital Calculation, and all other costs and liabilities betweenSeller and such Labor Union applicable to such collective bargaining relationship (excluding anywithdrawal liabilities under any Multiemployer Plan and all contributions due to any MultiemployerPlans, both with respect to the period (or portion thereof) prior to the Effective Time, and allwages or other cash compensation accrued as of the Effective Time, except to the extent included inthe Final Net Working Capital calculation).
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          (h) With respect to each Multiemployer Plan set forth in Schedule 2.11, in accordance withSection 4204 of ERISA to avoid any complete or partial withdrawal from any such Multiemployer Plan,the parties agree as follows:               (i) Buyer shall continue to contribute to such Multiemployer Plan with respect to theoperations associated with the Station Assets in substantially the same number of contribution baseunits to which Seller had an obligation to contribute to such Multiemployer Plan as of the Closing;and               (ii) Buyer shall provide to the Multiemployer Plan a bond or other surety acceptable to theMultiemployer Plan that conforms to all the requirements of Section 4204(a)(1)(B) of ERISA; and               (iii) if Buyer withdraws in a complete withdrawal, or partial withdrawal with respect to theoperations associated with the Station Assets, from such Multiemployer Plan during the first fiveplan years following the Closing, notwithstanding Seller’s indemnification rights set forth inSection 9 herein, Seller shall be secondarily liable for any withdrawal liability Seller would havehad to such Multiemployer Plan with respect to the operations associated with the Station Assets(but for the operation of Section 4204 of ERISA), if the liability of Buyer with respect to suchMultiemployer Plan is not paid.          The Seller and Buyer shall reasonably cooperate to determine the amount of potentialwithdrawal liability in the event a complete withdrawal from the IBEW Pacific Coast Pension Fundoccurred as of the Closing Date. The Buyer expects that such potential liability to beapproximately $375,000 and that there is no additional cost to the Buyer arising by reason ofcomplying with Section 4204 of ERISA with respect to the transactions contemplated by thisAgreement. If Buyer or its successors or assigns were to incur complete or partial withdrawal fromthe IBEW Pacific Coast Pension Fund and its withdrawal liability is greater than $562,500 by reasonof complying with Section 4204, then the Seller shall pay to the Buyer and its successors orassigns an amount equal to the net after-tax cost (i.e. taking into account the deductibility ofany such payment) of such liability.     5.8 1031 Exchange. Upon Seller’s reasonable request to Buyer, Buyer shall, at no costor obligation to Buyer, cooperate in structuring and completing Seller’s transfer of the StationAssets (or part thereof) so as to effect a transfer by Seller of “relinquished property” inconnection with a multiple party like-kind exchange pursuant to Section 1031 of the Code; providedthat such like-kind exchange pursuant to Section 1031 of the Code shall not, directly orindirectly, affect Buyer’s Tax consequences of the purchase and ownership of the Station Assets ascompared to Buyer’s Tax consequences absent such an exchange. In particular, Buyer hereby consentsto the assignment of the Station Assets (or part thereof) to a “qualified intermediary” or an“exchange accommodation titleholder” prior to the Closing and the assignment by Seller to such“qualified intermediary” or “exchange accommodation titleholder” of Seller’s right to receive thePurchase Price. The terms “qualified intermediary” and “relinquished property” asused herein shall have the meanings ascribed to them in Treasury Regulations section 1.1031(k)-1,and the term “exchange accommodation titleholder” as used herein shall have the meaningascribed to it in Rev. Proc. 2000-37, 2 C.B. 308. Nothing in this Section 5.8 is intended torelieve any party from its obligations hereunder.
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     5.9 Real Property Surveys and Title Commitments. Buyer shall have the responsibilityto obtain, at its sole option and expense, (a) commitments for owner’s and lender’s title insurancepolicies on the Owned Real Property and commitments for lessee’s and lender’s title insurancepolicies 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 TitleCommitments and Surveys. The Title Commitments will evidence a commitment to issue an ALTA titleinsurance policy insuring good, marketable and indefeasible fee simple (or leasehold, ifapplicable) title to each parcel of the Real Property contemplated above for such amount as Buyerdirects and will contain no exceptions except for Permitted Liens. Unless there is a compellingreason otherwise, Chicago Title Insurance Company – San Antonio NBU (Carol Perry and Doug Becker)shall be used to issue the Title Commitments. Seller shall reasonably cooperate with Buyer inobtaining such Title Commitments and Surveys, provided that Seller shall not be required to incurany cost, expense or other liability in connection therewith. If the Title Commitments or Surveysreveal any Lien on the title other than Permitted Liens, Buyer shall notify Seller in writing ofsuch 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 asrequired pursuant to the terms of this Agreement.     5.10 Actions. After Closing, Buyer shall cooperate with Seller in the investigation,defense or prosecution of any action which is pending or threatened against Seller or itsAffiliates with respect to the Stations, whether or not any party has notified the other of a claimfor indemnification with respect to such matter. Without limiting the generality of the foregoing,Buyer shall make available its employees to give depositions or testimony and shall furnish alldocumentary or other evidence that Seller may reasonably request.     5.11 Notice of Developments. Prior to the Closing, Seller will promptly notify Buyerin writing if Seller becomes aware of any fact or condition that causes or constitutes a materialbreach of any of Seller’s representations or warranties as of the date of this Agreement, or ifSeller or Sellers become aware of the occurrence after the date of this Agreement of any fact orcondition that would (except as expressly contemplated by this Agreement) cause or constitute amaterial breach of any such representation or warranty had such representation or warranty beenmade as of the time of occurrence or discovery of such fact or condition. Should any such materialbreach require any change in the Schedules if the Schedules were dated the date of the occurrenceor discovery of any such fact or condition, Seller will promptly deliver to Buyer a supplement tothe Schedules specifying such change. During the same period, Seller will promptly notify Buyer ofthe occurrence of any material breach of any covenant of any Seller in this Agreement or of theoccurrence of any event that will make satisfaction of the conditions in Section 7.1 impossible orunlikely. The disclosure and supplements by Seller pursuant to this Section 5.11, to the extentthat Seller notifies Buyer in writing simultaneous with the delivery of such disclosure orsupplement to Buyer that the (i) breach or breaches that are the subject of such disclosure orsupplement have made or are reasonably expected to make the satisfaction of the conditions inSection 7.1 impossible or unlikely and (ii) as a result of such breach or breaches, the Buyer hasthe right to not close the transactions contemplated by this Agreement (a “MaterialDisclosure/Supplement”), shall be deemed to amend or supplement the Schedules attached heretofor purposes of post-Closing indemnification claims under Article 9 (but not for purposes ofSections 7.1(a) and (b)).
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     5.12 DTV. Buyer acknowledges that, if applicable as provided by *Schedule 5.12*, theDTV construction at certain Stations must be timely completed to meet replication/maximizationrequirements for interference protection or to meet other applicable FCC requirements. Sellershall commence such work in the ordinary course of business, but completion thereof is not acondition to Closing.     5.13 Transition Services. Buyer shall have the right upon notice to Seller at leastfifteen (15) days prior to the Closing to elect to receive any or all of the services identified on*Schedule 1.2(s)*, excluding legal services (collectively, the “Transition Services”). Uponsuch election, Buyer and Seller shall enter into a transition services agreement under which Sellershall provide the Transition Services for a period designated by Buyer not to exceed 150 days foraccounting services and 120 days for all other Transition Services following the Effective Time, ata cost based on the pro rata portion of the annual cost estimate of such services, which costestimate shall be consistent with past practices.     5.14 Financing.          (a) Buyer shall use its commercially reasonable efforts to (i) arrange and obtain theFinancing on the terms and conditions described in the Commitment Letters; (ii) enter intodefinitive agreements with respect thereto on the terms and conditions reflected in the CommitmentLetters or on other terms no less favorable in any material respect in the aggregate to Buyer,which agreements shall be in effect no later than the Closing; (iii) satisfy on a timely basis allconditions applicable to Buyer in such definitive agreements that are within its control and (iv)consummate the Financing no later than the Closing. In the event that any portion of the Financingbecomes unavailable in the manner or from the sources contemplated in the Commitment Letters, (A)Buyer shall promptly notify Seller, (B) Buyer shall use its commercially reasonable efforts toarrange to obtain alternative financing from alternative sources as promptly as practicablefollowing the occurrence of such event but in no event later than the last day of the MarketingPeriod, including entering into definitive agreements with respect thereto (such definitiveagreements entered into pursuant to this Section 5.14 being referred to as the “FinancingAgreements”). For the avoidance of doubt, in the event that (i) all or any portion of theFinancing structured as high yield financing has not been consummated; (ii) all conditions setforth in Articles 6 and 7 hereof have been satisfied or waived (other than conditions that aresatisfied by action taken at the Closing); and (iii) the bridge facilities contemplated by theCommitment Letters or the fee letter thereto are available on terms and conditions described in theCommitment Letters, then Buyer shall agree to use the bridge facility contemplated by theCommitment Letters governing the debt Financing (the “Debt Commitment Letters”), or the feeletter thereto, if necessary, to replace such high yield financing no later than the last date ofthe Marketing Period. In furtherance of the provisions of this Section 5.14, one or more DebtCommitment Letters may be amended, amended and restated, supplemented or otherwise modified orsuperseded to add one or more lenders, lead arrangers, bookrunners, syndication agents or similarentities which had not executed the Debt Commitment Letters as of the date hereof, to increase theamount of indebtedness or otherwise replace one or more facilities with one or more new facilities,to replace or otherwise modify the Debt Commitment Letters, or otherwise (the “New DebtFinancing Commitments”), provided that the New Debt Financing Commitments shall not (i)adversely amend the conditions to the Financing set forth in the Debt Commitment Letters (the“Debt Financing”), in any material respect, (ii) reasonably be expected to delay or preventthe Closing, or (iii) reduce the aggregate amount of available Debt
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Financing. Upon and from and after each such event, the term “Debt Financing” as usedherein shall be deemed to mean the Debt Financing contemplated by the Debt Commitment Letters thatare not so superseded at the time in question and the New Debt Financing Commitments to the extentthen in effect. For purposes of this Agreement, “Marketing Period” shall mean the firstperiod of twenty (20) consecutive business days after the date hereof throughout which (A) Buyershall have the Required Financial Information that Seller is required to provide to Buyer pursuantto Section 5.14(b) and such Required Financial Information shall be Compliant (as defined inSection 5.14(b)), and (B) the conditions set forth in Article 6 and Article 7 (other thanconditions that are satisfied by action taken at the Closing) shall be satisfied and nothing hasoccurred and no condition exists that would cause any of the conditions set forth in Article 7(other than conditions that are satisfied by action taken at the Closing) to fail to be satisfiedassuming the Closing were to be scheduled for any time during such twenty (20) consecutive businessday period and (C) the auditors shall not have withdrawn their audit opinions for any applicableRequired Financial Information. Buyer shall (x) furnish complete, correct and executed copies ofthe Financing Agreements promptly upon their execution, (y) give Seller prompt notice of anymaterial breach by any party of any of the Commitment Letters or any New Debt Financing Commitmentof which Buyer becomes aware or any termination thereof, and (z) otherwise keep Seller reasonablyinformed of the status of the Buyer’s efforts to arrange the Financing (or any replacementthereof).          (b) Seller shall and shall cause it subsidiaries, and their respective officers, employees,consultants and advisors, including legal and accounting of Seller and its subsidiaries, tocooperate in connection with the arrangement of the Financing as may be reasonably requested byBuyer (provided that such requested cooperation does not unreasonably interfere with the ongoingoperations of Seller and its subsidiaries or otherwise impair, in any material respect, the abilityof any officer or executive of Seller to carry out their duties to Seller). Such cooperation bySeller shall include, at the reasonable request of Buyer, (i) (x) preparing and furnishing businessprojections, financial statements, pro forma statements and other financial data and pertinentinformation of the type required by Regulation S-X and Regulation S-K under the Securities Act andof the type and form customarily included in private placements resold under Rule 144A of theSecurities Act to consummate the offerings of debt securities contemplated by the CommitmentLetters, all as may be reasonably requested by Buyer and (y) delivery of audited consolidatedfinancial statements of the Business for the fiscal year ended December 31, 2006 and, if relevant,for the fiscal year ended December 31, 2007 and, if relevant, for the fiscal year ended December31, 2008, within ninety (90) days of such fiscal year end and unaudited consolidated financialstatements of the Business for each fiscal quarter after December 31, 2006 within forty-five (45)days after each such fiscal quarter (such financial statements, together with the materials inclause (x), the “Required Financial Information”), which Required Financial Informationshall be Compliant; (ii) making Seller’s representatives available to assist in the Financing,including participation in a reasonable number of meetings, presentations (including managementpresentations), road shows, drafting sessions, due diligence sessions and sessions with ratingagencies, including one or more meetings with prospective lenders, and assistance with thepreparation of materials for rating agency presentations, projections, offering documents andsimilar documents required in connection with the Financing; (iii) reasonably cooperating with themarketing efforts of the Debt Financing; (iv) obtaining or providing customary accountants’ comfortletters, consent, legal opinion, survey and title insurance as requested by Buyer along with suchassistance and cooperation from such independent accountants and other professional advisors asreasonably requested by Buyer; (v)
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taking all actions reasonably necessary to permit the prospective lenders involved in the DebtFinancing to evaluate the Business’ current assets, cash management and accounting systems,policies and procedures relating thereto for the purpose of establishing collateral arrangements;(vi) otherwise reasonably cooperating in connection with the consummation of the Financing and thesyndication and marketing thereof, including obtaining any rating agencies’ confirmations orapprovals for the Financing; and (vii) taking all corporate actions, subject to the occurrence ofthe Effective Time, reasonably requested by Buyer to permit the consummation of the Financing.Seller hereby consents to the use of its and its subsidiaries’ logos in connection with theFinancing. Notwithstanding anything in this Agreement to the contrary, neither Seller nor any ofits subsidiaries shall be required to pay any commitment or other similar fee or incur any otherliability or obligation in connection with the Financing (or any replacements thereof) prior to theEffective Time. Buyer shall, promptly upon request by Seller following the valid termination ofthis Agreement (other than in the case where the Deposit is paid to Buyer under the terms of thisAgreement), reimburse Seller for all reasonable and documented out-of-pocket costs incurred bySeller or any of its subsidiaries in connection with such cooperation. Buyer shall indemnify andhold harmless Seller and its subsidiaries for and against any and all losses suffered or incurredby them in connection with the arrangement of the financing and any information utilized inconnection therewith (other than information provided by Seller or its subsidiaries). As used inthis Section 5.14(b), “Compliant” means, with respect to any Required FinancialInformation, that such Required Financial Information does not contain any untrue statement of amaterial fact or omit to state any material fact regarding the Business and its subsidiariesnecessary in order to make such Required Financial Information not misleading and is, and remainsthroughout the Marketing Period, compliant in all material respects with all applicablerequirements of Regulation S-K and Regulation S-X and a registration statement on Form S-1 (or anyapplicable successor form) under the Securities Act, in each case assuming such Required FinancialInformation is intended to be the information to be used in connection with the Debt Financingcontemplated by the Debt Commitment Letters.     5.15 Fulfillment of Conditions. Seller will use commercially reasonable efforts tosatisfy each of the conditions for Closing of Buyer set forth in Article 7, and Buyer will usecommercially reasonable efforts to satisfy each of the conditions for Closing of Seller set forthin Article 6.     5.16 Non-Solicitation; Confidentiality.          (a) For a period of two years following the Closing Date, Seller shall not, and shall causeits directors, officers, employees and Affiliates not to, without the prior written consent ofBuyer: (i) cause, solicit, induce or encourage any Transferred Employee to leave employment withBuyer, or hire, employ or otherwise engage any such Transferred Employee; or (ii) cause, induce orencourage any material actual or prospective client, customer, supplier or licensor of the Business(including any existing or former customer of Seller and any Person that becomes a client orcustomer of the Business after the Closing) or any other Person who has a material businessrelationship with the Business, in each case if such actual or prospective relationship is known toSeller, to terminate or modify any such actual or prospective relationship. The foregoingrestriction in clause (i) shall not apply to the solicitation, hiring or engagement of anyTransferred Employee pursuant to a publicly disseminated job advertisement or posting or otherrecruiting effort not specifically directed at any Transferred Employee.
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          (b) For a period of two years following the Closing Date, Seller shall not and shall cause itsAffiliates and their respective officers, and directors not to, directly or indirectly, disclose,reveal, divulge or communicate to any Person other than authorized officers, directors andemployees of Buyer or use or otherwise exploit for its own benefit or for the benefit of anyoneother than Buyer, any Confidential Information (as defined below). Seller and its officers,directors and Affiliates shall not have any obligation to keep confidential any ConfidentialInformation if and to the extent disclosure thereof is specifically required by law; provided,however, that in the event disclosure is required by applicable law, Seller shall, to the extentreasonably possible, provide Buyer with prompt notice of such requirement prior to making anydisclosure so that Buyer may seek an appropriate protective order. For purposes of this Section5.16(b), “Confidential Information” means any information with respect to the Business,including methods of operation, customers, customer lists, products, prices, fees, costs,technology, inventions, trade secrets, know-how, software, marketing methods, plans, personnel,suppliers, competitors, markets or other specialized information or proprietary matters.Confidential Information does not include, and there shall be no obligation hereunder with respectto, information that (i) is generally available to the public on the date of this Agreement or (ii)becomes generally available to the public other than as a result of a disclosure in violation ofthis Section 5.16(b).          (c) The covenants and undertakings contained in this Section 5.16 relate to matters which areof a special, unique and extraordinary character and a violation of any of the terms of thisSection 5.16 will cause irreparable injury to Buyer, the amount of which will be impossible toestimate or determine and which cannot be adequately compensated. Accordingly, the remedy at lawfor any breach of this Section 5.16 will be inadequate. Therefore, Buyer will be entitled to aninjunction, restraining order or other equitable relief from any court of competent jurisdiction inthe event of any breach of this Section 5.16 without the necessity of proving actual damages orposting any bond whatsoever. The rights and remedies provided by this Section 5.16 are cumulativeand in addition to any other rights and remedies which Buyer may have hereunder or at law or inequity.     5.17 Delivery of Schedules. Within thirty (30) days following the date of thisAgreement, except with respect to *Schedule 5.6*, which is attached hereto in final form, Sellershall provide Buyer with final schedules hereto (the “Schedules”), revised in accordancewith Buyer’s comments delivered with Buyer’s final bid letter (the “Schedule Comments”)dated April 18, 2007, subject to any reasonable changes as Buyer and Seller shall mutually agree;provided, however, that Buyer’s comment in the Schedule Comments that Seller list for each StationContract such contract’s name, date and parties thereto shall be disregarded. The partiesacknowledge and agree that certain portions of the Schedules will be provided in the form ofelectronic copies of documents downloaded to a DVD (the “DVD”) from the Intralinks DataRoom for Project ChannelSurfer to which Buyer has had access to conduct due diligence in connectionwith the transactions contemplated hereby (the “Data Room”). Seller shall use its bestefforts to cause the DVD to be delivered to Buyer as soon as practicable but in no event later thanApril 25, 2007. The Seller covenants and agrees that the DVD shall contain true, accurate andcomplete copies of the referenced documents in the Data Room on the date hereof.     5.18 Marketing Cooperation. Seller acknowledges that Buyer intends to market certainStations to third parties in anticipation of the consummation of the transactions contemplatedhereby, and Seller agrees to, and agrees to cause its respective officers, employees, consultants
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and advisors of Seller to, cooperate with Buyer as Buyer shall reasonably request, in themarketing of such Stations (provided that such requested cooperation does not unreasonablyinterfere with the ongoing operations of Seller or otherwise impair, in any material respect, theability of any officer or executive of Seller to carry out their duties to Seller), including (i)preparing and furnishing business projections, financial statements, pro forma statements and otherfinancial data and pertinent information regarding the applicable Stations; (ii) making Seller’srepresentatives available to assist in the marketing process, including meeting with Buyer’sinvestment banking firm engaged in connection with such marketing process, assisting in preparingmarketing materials and participating in a reasonable number of meetings and presentations(including management presentations), and (iii) providing access to and assistance with prospectivepurchasers’ due diligence review of such Stations and providing access to key personnel of therelevant Stations.     5.19 NexGen TV Source Code. Buyer covenants and agrees that it shall use the NexGenTV source code that is included in the Station Assets (and any modifications thereto and derivativeworks based thereon) (the “Source Code”) solely in connection with Buyer’s ownership andoperation of the Stations and other television stations acquired by Buyer after the date of thisAgreement, and Buyer shall not sell, assign, license or grant any of its rights with respect to theSource Code to any other Person, or otherwise permit any other Person to possess or use the SourceCode in any manner, other than to a Person that acquires one of more of the Stations from Buyer orits Affiliates. Buyer acknowledges and agrees that Clear Channel Communications, Inc. and itsAffiliates are using and may continue to use, and that Seller is not conveying to Buyer, certainsoftware, firmware and hardware that may have previously been used in connection with or bundledwith the Source Code or into which the Source Code may have been previously integrated, and Buyercovenants and agrees that it will not make any claim or initiate or maintain any suit or otherproceeding against Clear Channel Communications, Inc. and its Affiliates in respect of suchretained software, firmware and hardware or the use, sale, assignment, license or other dispositionthereof.ARTICLE 6: SELLER CLOSING CONDITIONS     The obligation of Seller to consummate the Closing hereunder is subject to satisfaction, at orprior to Closing, of each of the following conditions (unless waived in writing by Seller):     6.1 Representations and Covenants.          (a) All representations and warranties of Buyer contained in this Agreement (without givingeffect to any qualifications regarding materiality, including the words “Material Adverse Effect,”“material,” “in all material respects” or like words) shall be true and correct as of the date ofthis Agreement and at and as of the Closing (other than any representation or warranty that isexpressly made as of a specified date, which shall be true and correct as of such specified dateonly), except to the extent that the failure of the representations and warranties of Buyercontained in this Agreement to be so true and correct at and as of the Closing (or in respect ofany representation or warranty that is expressly made as of a specified date, as of such date only)has not had and would not reasonably be expected to have, individually or in the aggregate, aMaterial Adverse Effect on Buyer.
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          (b) The covenants and agreements to be complied with and performed by Buyer at or prior toClosing shall have been complied with or performed in all material respects.          (c) Seller shall have received a certificate dated as of the Closing Date from Buyer executedby an authorized officer of Buyer to the effect that the conditions set forth in Sections 6.1(a)and (b) have been satisfied.     6.2 Proceedings. Neither Seller nor Buyer shall be subject to any court orgovernmental order or injunction restraining or prohibiting the consummation of the transactionscontemplated hereby.     6.3 FCC Authorization. The FCC Consent pursuant to the FCC’s initial order shall havebeen obtained. The parties understand and agree that the obligation of Seller to consummate thetransactions contemplated by this Agreement is not subject to the condition that the FCC Consentshall have become a Final Order (as defined in Section 11.6).     6.4 Hart-Scott-Rodino. If applicable, the HSR Clearance shall have been obtained.     6.5 Deliveries. Buyer shall have complied with its obligations set forth in Section8.2.     6.6Consents. The Required Consents (if any) shall have been obtained.ARTICLE 7: BUYER CLOSING CONDITIONS     The obligation of Buyer to consummate the Closing hereunder is subject to satisfaction, at orprior to Closing, of each of the following conditions (unless waived in writing by Buyer):     7.1 Representations and Covenants.          (a) All representations and warranties of Seller contained in this Agreement (without givingeffect to any qualifications regarding materiality, including the words “Material Adverse Effect,”“material,” “in all material respects” or like words) shall be true and correct as of the date ofthis Agreement and at and as of the Closing (other than any representation or warranty that isexpressly made as of a specified date, which shall be true and correct as of such specified dateonly), except to the extent that the failure of the representations and warranties of Sellercontained in this Agreement to be so true and correct at and as of the Closing (or in respect ofany representation or warranty that is expressly made as of a specified date, as of such date only)has not had and would not reasonably be expected to have, individually or in the aggregate, aMaterial Adverse Effect on the Business.          (b) The covenants and agreements to be complied with and performed by Seller at or prior toClosing shall have been complied with or performed in all material respects.          (c) Buyer shall have received a certificate dated as of the Closing Date from Seller executedby an authorized officer of Seller to the effect that the conditions set forth in Sections 7.1(a)and (b) have been satisfied.
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     7.2 Proceedings. Neither Seller nor Buyer shall be subject to any court orgovernmental order or injunction restraining or prohibiting the consummation of the transactionscontemplated hereby.     7.3 FCC Authorization. The FCC Consent pursuant to the FCC’s initial order shall havebeen obtained. The parties understand and agree that the obligation of Buyer to consummate thetransactions contemplated by this Agreement is not subject to the condition that the FCC Consentshall have become a Final Order.     7.4 Hart-Scott-Rodino. If applicable, the HSR Clearance shall have been obtained.     7.5 Deliveries. Seller shall have complied with its obligations set forth in Section8.1.     7.6 Consents. The Required Consents shall have been obtained; provided, however inthe case of any leases that are the subject of a Required Consent, the Seller may provide to Buyer,in lieu of such Required Consent, and at Seller’s sole cost and expense, a lease of substantiallyequivalent property and/or equipment (as applicable).     7.7 Katz Representation Agreements. Seller shall have obtained an amendment to therepresentation agreements between Seller and Katz Millennium Sales & Marketing Inc.(“Millennium”) deleting the requirement that any assignee of the representation agreementsentered into between Millennium and Seller (the “Representation Agreements”) pay Millenniumcommissions at the rate of 10% of Station Net Billing arising from the broadcast of NationalBroadcast Advertising (as such terms are defined in the Representation Agreements).     7.8 New Seller Leases. Each of the New Seller Leases shall have been amended to (a)permit the tenant to assign its rights and obligations under such New Seller Lease without landlordconsent to a transferee of the applicable Station and (b) provide that, upon such transfer, thetenant shall be relieved of all obligations or liabilities under such New Seller Lease that relateto the period from and after such transfer.     7.9 Material Adverse Change. Since the date of this Agreement, there shall have notoccurred a Material Adverse Effect on the Business.ARTICLE 8: CLOSING DELIVERIES     8.1 Seller Documents. At Closing, Seller shall deliver or cause to be delivered toBuyer:          (a) a certificate executed by Seller’s secretary or assistant secretary evidencingauthorization by Seller’s board of directors or other governing body for the execution, deliveryand performance of this Agreement, including the consummation of the transactions contemplatedhereby;          (b) the certificate described in Section 7.1(c);          (c) an assignment of FCC authorizations assigning the FCC Licenses from Seller to Buyer;
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          (d) an assignment and assumption of contracts assigning the Station Contracts (including theReal Property Leases, if any) from Seller to Buyer;          (e) special warranty deeds conveying the Owned Real Property from Seller to Buyer;          (f) an assignment of marks assigning the Stations’ registered marks listed on *Schedule 1.1(e)*(if any) and all goodwill associated therewith from Seller to Buyer;          (g) domain name transfers assigning the Stations’ domain names listed on *Schedule 1.1(e)*(ifany) from Seller to Buyer following customary procedures of the domain name administrator;          (h) an assignment of any copyrights and patents listed on *Schedule 1.1(e)*(if any) from Sellerto Buyer;          (i) endorsed vehicle titles conveying the vehicles included in the Tangible Personal Property(if any) from Seller to Buyer;          (j) a bill of sale conveying the other Station Assets from Seller to Buyer;          (k) an assignment and assumption assigning the Assumed Obligations from Seller to Buyer;          (l) the New Seller Leases, the License and all new contracts otherwise required by thisAgreement;          (m) any other instruments of transfer that may be reasonably necessary to convey the StationAssets from Seller to Buyer free and clear of all Liens, except for Assumed Obligations andPermitted Liens; and          (n) a certificate in accordance with Section 1445(b)(2) of the Code and Treasury Regulationssection 1.1445-2(b) certifying that Seller is not a “foreign person” and any required analogousstate specific certifications.     8.2 Buyer Documents. At Closing, Buyer shall deliver or cause to be delivered toSeller:          (a) the Closing Purchase Price in accordance with Section 1.6(a) hereof;          (b) a certificate executed by Buyer’s secretary or assistant secretary evidencingauthorization by Buyer’s board of directors or other governing body for the execution, delivery andperformance of this Agreement, including the consummation of the transactions contemplated hereby;          (c) the certificate described in Section 6.1(c);          (d) an assignment of FCC authorizations assuming the FCC Licenses from Seller to both Buyerand its Qualified Assignee, as applicable;
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          (e) an assignment and assumption of contracts assuming the Station Contracts (including theReal Property Leases, if any) from Seller;          (f) an assignment of marks assuming the Stations’ registered marks listed on *Schedule 1.1(e)*(if any) and all goodwill associated therewith from Seller;          (g) domain name transfers assuming the Stations’ domain names listed on *Schedule 1.1(e)*(ifany) from Seller to Buyer following customary procedures of the domain name administrator;          (h) an assignment of any copyrights and patents listed on *Schedule 1.1(e)*(if any) from Sellerto Buyer;          (i) an assignment and assumption assuming the Assumed Obligations from Seller;          (j) the New Seller Leases, the License and all new contracts otherwise required by thisAgreement;          (k) copies of any documents and filings required in connection with the payment by Buyer ofall governmental taxes, fees and charges applicable to the transfer of the Station Assets underthis Agreement; and          (l) any other instruments of conveyance, assumption and transfer that may be reasonablynecessary to convey, transfer and assign the Station Assets and the Assumed Obligations from Sellerto Buyer, free and clear of Liens, except for Assumed Obligations and Permitted Liens.ARTICLE 9: SURVIVAL; INDEMNIFICATION     9.1 Survival. The representations and warranties in this Agreement shall surviveClosing for a period of twelve (12) months from the Closing Date whereupon they shall expire and beof no further force or effect, except (a) those under Section 2.5 (Taxes), Section 2.6(a) (EquityInterests, title), Section 2.6(b) (Personal Property, title), Section 2.7(a) (Real Property, title)and Section 2.10(a) (Intangible Property and Licensed IP, title) (collectively, the “Tax andTitle Representations”) and Section 2.9 (Environmental), all of which shall survive untilninety (90) days following the expiration of any applicable statute of limitations, and (b) that ifwithin such twelve (12) month period the indemnified party gives the indemnifying party properwritten notice of a claim for breach thereof describing in reasonable detail the nature and basisof such claim, then such claim shall survive (with respect to only the subject matter of suchwritten notice) until the earlier of resolution of such claim or expiration of the applicablestatute of limitations. The covenants and agreements in this Agreement shall survive Closing untilperformed and discharged in full.     9.2 Indemnification.          (a) Subject to Section 9.2(b), from and after Closing, Seller shall defend, indemnify and holdharmless Buyer and its Affiliates and their respective directors, officers, employees,stockholders, members, partners, agents, attorneys, representatives, successors and
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assigns (collectively, the “Buyer Indemnified Parties”) from and against any and alllosses, costs, damages, liabilities, claims, obligations, deficiencies, demands, judgments,penalties, actions, causes of action, assessments, awards and expenses, including reasonableattorneys’ fees and expenses (“Damages”) incurred by a Buyer Indemnified Party arising outof or resulting from:               (i) any breach by Seller of its representations and warranties made under this Agreement; or               (ii) any breach by Seller of any covenant or agreement made under this Agreement; or               (iii) the Retained Obligations;               (iv) the ownership, business or operation of the Stations before the Effective Time, exceptfor the Assumed Obligations; or               (v) (A) any and all Taxes of Seller, (B) and any and all Taxes with respect to the StationAssets (including without limitation, Taxes of the Persons (or their Affiliates) to which theEquity Interests relate) (1) for any taxable period ending on or before the Effective Time, or (2)for the pre-Effective Time portion of any taxable period that begins prior to the Effective Timeand ends after the Effective Time and (C) the Section 1031 like-kind exchange undertaken pursuantto Section 5.8, including any Taxes with respect thereto.          (b) Notwithstanding the foregoing or anything else herein to the contrary, after Closing, (i)Seller shall have no liability to the Buyer Indemnified Parties under Section 9.2(a)(i), other thanfor Damages arising out of or resulting from breaches of any Tax and Title Representations, untilthe Buyer Indemnified Parties’ aggregate Damages under Section 9.2(a)(i) exceed an amount equal to$9,187,500 (the “Deductible”), after which Seller will be liable for Damages under Section9.2(a)(i) only in excess of the Deductible, and (ii) the maximum aggregate liability of Sellerunder Section 9.2(a)(i) other than for Damages arising out of or resulting from breaches of any Taxand Title Representations shall be an amount equal to $91,875,000.          (c) From and after Closing, Buyer shall defend, indemnify and hold harmless Seller and itsAffiliates and their respective directors, officers, employees, stockholders, members, partners,agents, attorneys, representatives, successors and assigns (collectively, the “SellerIndemnified Parties”) from and against any and all Damages incurred by a Seller IndemnifiedParty arising out of or resulting from:               (i) any breach by Buyer of its representations and warranties made under this Agreement; or               (ii) any breach by Buyer of any covenant or agreement made under this Agreement; or               (iii) the Assumed Obligations; or               (iv) the ownership, business or operation of the Stations after the Effective Time.
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          (d) For purposes of determining the failure of any representations or warranties to be trueand correct, the breach of any covenants or agreements, and calculating Damages hereunder, anymateriality or Material Adverse Effect qualifications in the representations, warranties, covenantsand agreements shall be disregarded.     9.3 Procedures for Third Party Claims.          (a) The indemnified party shall give prompt written notice to the indemnifying party of anydemand, suit, claim or assertion of liability by third parties that is subject to indemnificationhereunder (a “Claim”), but a failure to give such notice or delaying such notice shall notaffect the indemnified party’s rights or the indemnifying party’s obligations except to the extentthe indemnifying party’s ability to remedy, contest, defend or settle with respect to such Claim isthereby prejudiced and provided that such notice is given within the time period described inSection 9.1.          (b) The indemnifying party shall have the right to undertake the defense or opposition to suchClaim with counsel selected by it. In the event that the indemnifying party does not undertakesuch defense or opposition in a timely manner, the indemnified party may undertake the defense,opposition, compromise or settlement of such Claim with counsel selected by it at the indemnifyingparty’s cost (subject to the right of the indemnifying party to assume defense of or opposition tosuch Claim at any time prior to settlement, compromise or final determination thereof).          (c) Anything herein to the contrary notwithstanding:               (i) the indemnified party shall have the right, at its own cost and expense, to participate inthe defense, opposition, compromise or settlement of the Claim;               (ii) the indemnifying party shall not, without the indemnified party’s written consent, settleor compromise any Claim or consent to entry of any judgment which does not include the giving bythe claimant to the indemnified party of an unqualified release from all liability in respect ofsuch Claim; and               (iii) in the event that the indemnifying party undertakes defense of or opposition to anyClaim, the indemnified party, by counsel or other representative of its own choosing and at itssole cost and expense, shall have the right to consult with the indemnifying party and its counselconcerning such Claim, and the indemnifying party and the indemnified party and their respectivecounsel shall cooperate in good faith with respect to such Claim.     9.4 No Special Damages. No indemnifying party shall be liable to any indemnifiedparty for indirect, consequential, punitive or special damages.     9.5 Offset. The amount of any Damages indemnifiable by any indemnifying party to anyindemnified party pursuant to this Article 9 will be reduced to reflect (a) the value of anyquantifiable net Tax benefit (whether monetary or otherwise and taking into account the Tax costattributable to the receipt of the indemnity payments) if and when actually realized, directly orindirectly, by the indemnified party as a result of such Damages and (b) the amount of anyinsurance proceeds received by such indemnified party in respect of such Damages. For purposes ofthis Agreement, an indemnified party shall be deemed to have “actually realized” a
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net Tax benefit in any taxable year to the extent that, during such taxable year, the amountof Taxes payable by such indemnified party for such taxable year is reduced below the amount ofTaxes that such indemnified party would have been required to pay but for the incurrence or paymentof such indemnified Damages.     9.6 Indemnification not Affected by Investigation. The right to indemnification orany other remedy based on representations, warranties, covenants and agreements in this Agreement,shall not be affected by any investigation conducted with at any time, or any knowledge acquired(or capable of being acquired) at any time, whether before or after the execution and delivery ofthis Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliancewith, any such representation, warranty, covenant or agreement. The waiver of any condition basedon the accuracy of any representation or warranty, or on the performance of or compliance with anysuch covenant or agreements, will not affect the right to indemnification or any other remedy basedon such representations, warranties, covenants and agreements.     9.7 Treatment of Indemnity Benefits. All payments made by Seller or Buyer, as thecase may be, to or for the benefit of the other pursuant to any indemnification obligations underthis Agreement shall be treated as adjustments to the Purchase Price for Tax purposes and suchagreed treatment shall govern for purposes of this Agreement.     9.8 Environmental Liabilities. Notwithstanding anything herein to the contrary, withrespect to any claim for indemnification regarding any breach of any representation or warrantyunder Section 2.9 or for any Retained Obligations relating to or arising under Environmental Laws,or hazardous or toxic substances or wastes regulated under Environmental Laws, Seller shall have noobligation to indemnify or hold harmless a Buyer Indemnified Party for any Damages that: (a) wouldnot have arisen but for any intrusive investigation (including any soil, groundwater or surfacewater sampling) by Buyer or any of its agents or representatives, except to the extent suchintrusive investigation was consented to by Seller pursuant to Section 5.5, was required byEnvironmental Laws (or permits thereunder) or a federal, state or local governmental authority orwas necessary, in the reasonable opinion of Buyer, to address a significant risk to human healthand safety; or (b) exceed the cost to meet or impose the least stringent, most cost-effectivestandard or remedy required by applicable Environmental Laws that is consistent with the commercialor industrial use of the site as of the Closing Date, as applicable (including any site-specificstandards based on risk assessments and any remedies or standards that require or are limited tothe imposition of deed restrictions, land use restrictions or monitored natural attenuation),provided that such remedy is acceptable to (i) the governmental authority with jurisdiction overthe condition if the approval of such governmental authority is required therefor under applicableEnvironmental Laws and (ii) any landlord (with respect to conditions on leased real property) ifthe approval of such landlord is required therefor under the applicable lease. Notwithstanding theforegoing, Buyer may clean up to more stringent standards, but the increased cost shall be borne byBuyer and not subject to indemnification by Seller.     9.9 Exclusive Remedy. The parties to this Agreement hereby acknowledge and agreethat, except in the case of fraud, the sole and exclusive remedy of the Buyer Indemnified Partiesand the Seller Indemnified Parties, as the case may be, from and after the Closing with respect toDamages and any and all claims for any breach or liability under this Agreement or otherwiserelating to the subject matter of this Agreement (including any certificate delivered pursuant to
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Section 6.1(c) or Section 7.1(c)) or the transactions contemplated hereby shall be (a) theirrespective rights to indemnification set forth in this Article 9 in accordance with this Article 9and as such rights may be limited by the provisions of this Article 9 and (b) their respectiverights to seek specific performance or other equitable remedies as provided by Section 10.4. Infurtherance of the foregoing, each of Buyer and Seller hereby waive, to the fullest extentpermitted under applicable law, except in the case of fraud, any and all rights, claims and causesof action it may have against the other arising under or based upon any federal, state or locallaw, rule or regulation (including (i) any such rights, claims or causes of action arising under orbased upon common law or otherwise and (ii) any and all claims for Damages or contribution arisingunder any Environmental Law) under this Agreement or otherwise relating to the subject matter ofthis Agreement (including any certificate delivered pursuant to Section 6.1(c) or Section 7.1(c))or the transactions contemplated hereby.ARTICLE 10: TERMINATION AND REMEDIES     10.1 Termination. Subject to Section 10.3, this Agreement may be terminated prior toClosing as follows:          (a) by mutual written agreement of Buyer and Seller;          (b) by written notice of Buyer to Seller if (i) Buyer is not in material breach of itsobligations under this Agreement, (ii) Seller breaches its representations or warranties, ordefaults in the performance of its covenants, contained in this Agreement and (iii) all such Sellerbreaches and defaults that are not cured within the Cure Period (as defined in Section 10.2) wouldprevent the conditions to the obligations of Buyer set forth in Section 7.1 from being satisfied;          (c) by written notice of Seller to Buyer if (i) Seller is not in material breach of itsobligations under this Agreement, (ii) Buyer breaches its representations or warranties, ordefaults in the performance of its covenants, contained in this Agreement and (iii) all such Buyerbreaches and defaults that are not cured within the Cure Period would prevent the conditions to theobligations of Seller set forth in Section 6.1 from being satisfied; provided, however, that noCure Period shall apply to Buyer’s obligations to make the Deposit on April 20, 2007 and to pay theClosing Purchase Price at Closing; or          (d) subject to Section 1.10(f), by written notice of either party to the other party ifClosing does not occur by the date twelve (12) months after the date of this Agreement (the“Termination Date”), unless the Closing has not occurred by such date as a result of amaterial breach of this Agreement by the party providing such notice of termination; provided thatif, as of the Termination Date, all conditions to this Agreement have been satisfied or waived(other than those that are satisfied by action taken at the Closing) other than the condition thatthe FCC Consent be obtained (as set forth in Section 6.3 and Section 7.3) or the condition that theHSR Clearance be obtained (as set forth in Section 6.4 and Section 7.4), then either (i) Buyer, ifthe FCC Consent shall not have been obtained, or (ii) Seller, may, by written notice to the other,extend the Termination Date to the date eighteen (18) months after the date of this Agreement.
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     10.2 Cure Period. Each party shall give the other party prompt written notice uponlearning of any breach or default by the other party under this Agreement. The term “CurePeriod” as used herein means a period commencing on the date Buyer or Seller receives from theother written notice of breach or default hereunder and continuing until the earlier of (a) twenty(20) calendar days thereafter or (b) the Closing Date determined under Section 1.9; provided,however, that if the breach or default is non-monetary and cannot reasonably be cured within suchperiod but can be cured before the Closing Date determined under Section 1.9, and if diligentefforts to cure promptly commence, then the Cure Period shall continue as long as such diligentefforts to cure continue, but not beyond the Closing Date determined under Section 1.9.     10.3 Survival. In the event this Agreement is terminated pursuant to Section 10.1,there shall be no liability on the part of any party hereto after such termination except (a)pursuant to Section 1.6(b) (Deposit), Section 5.1 (Confidentiality), Section 5.2 (Announcements),Section 10.5 (Receipt of Deposit; Payment of Excess Termination Fee; Liquidated Damages), Section11.1 (Expenses) and Section 11.13 (Governing Law), which sections shall survive any termination ofthis Agreement and (b) for any liability that a party may have accrued prior to such terminationfor any willful breach of its representations, warranties, covenants or agreements set forth inthis Agreement.     10.4 Specific Performance. In the event of failure or threatened failure by eitherparty to comply with the terms of this Agreement, the other party shall be entitled to aninjunction restraining such failure or threatened failure and, subject to obtaining any necessaryFCC consent, to enforcement of this Agreement by a decree of specific performance requiringcompliance with this Agreement.     10.5 Receipt of Deposit; Payment of Excess Termination Fee; Liquidated Damages. Asreferenced in Section 1.6(b), the Deposit and any interest accrued thereon net of Buyer TaxDistributions (the “Escrowed Funds”) shall be disbursed to Seller, and Buyer shall pay toSeller a fee (the “Excess Termination Fee”; and together with the Deposit, the“Termination Fee”) in cash equal to (a) $45,937,500 minus (b) the amount of theEscrowed Funds disbursed to Seller if either (i) this Agreement is terminated by Seller pursuant toSection 10.1(c) (including as a result of the failure of Buyer to close the Financing, obtain theproceeds thereof or otherwise have available sufficient funds to pay the Purchase Price), or (ii)this Agreement is terminated by either party pursuant to Section 10.1(d) and all of the conditionsto the obligations of Buyer to consummate the transactions contemplated by this Agreement (otherthan conditions that are satisfied by action taken at the Closing) have been satisfied or waivedexcept that either or both of the FCC Consent or the HSR Clearance have not been obtained and suchfailure is not primarily the result of any Ordinary Course FCC Matter. Upon disbursement to Sellerof the Escrowed Funds and payment to Seller of the Excess Termination Fee in accordance with thisSection 10.5, Buyer shall have no further liability to Seller with respect to this Agreement or thetransactions contemplated hereby. Buyer acknowledges and agrees that Seller’s receipt of theTermination Fee shall constitute payment of liquidated damages and not a penalty and that Seller’sliquidated damages amount is reasonable in light of the substantial but indeterminate harmanticipated to be caused by Buyer’s material breach or default under this Agreement, the difficultyof proof of loss and damages, the inconvenience and non-feasibility of otherwise obtaining anadequate remedy, and the value of the transactions to be consummated hereunder. Notwithstandinganything to the contrary in this Agreement, Seller’s right to receive payment of the TerminationFee pursuant to this Section 10.5 shall be the sole and exclusive remedy of
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Seller and its Affiliates against Buyer and its Affiliates and any of their respective former,current, or future general or limited partners, stockholders, managers, members, directors,officers, affiliates or agents for the Damages suffered as a result of the failure of thetransactions contemplated by this Agreement to be consummated, and upon payment of such amount,none of Buyer, its Affiliates or any of their respective former, current, or future general orlimited partners, stockholders, managers, members, director, officers, affiliates or agents shallhave any further liability or obligation relating to or arising out of this Agreement or thetransactions contemplated hereby.ARTICLE 11: MISCELLANEOUS     11.1 Expenses. Each party shall be solely responsible for all costs and expenses(including legal, accounting and other professional fees and expenses) incurred by it in connectionwith the negotiation, preparation, execution and performance of and compliance with the terms ofthis Agreement. Buyer shall pay any and all filing fees payable under the HSR Act relating tothe transactions contemplated hereby and all other governmental fees and charges applicable to anyrequests for Governmental Consents shall be paid by the party upon whom the applicable governmentalauthority imposes the fee or charge (or shall be shared equally if not imposed upon either party).Buyer shall be solely responsible for the payment of all governmental taxes, fees and chargesapplicable to the transfer of the Station Assets under this Agreement (including sales, use andreal property transfer taxes and the costs of recording or filing all applicable conveyanceinstruments) (collectively, “Transfer Taxes”) and all title policy premiums and surveycosts. At Buyer’s expense, Seller will cooperate in Buyer’s preparation, execution and filing ofall Tax Returns regarding Transfer Taxes and in seeking or perfecting any available exemption fromTransfer Taxes. Each party is responsible for any commission, brokerage fee, advisory fee or othersimilar payment that arises as a result of any agreement or action of it or any party acting on itsbehalf in connection with this Agreement or the transactions contemplated hereby.     11.2 Assignment. Except as provided by Section 5.8 (1031 Exchange), neither party mayassign this Agreement without the prior written consent of the other party hereto, provided,however, that (a) Buyer may assign its rights hereunder to an Affiliate of Buyer upon writtennotice to, but without consent of, Seller, provided that any such assignment does not delay theprocessing of the FCC Application, the grant of the FCC Consent or the Waiver, the HSR Clearance orthe Closing, and (b) solely to the extent required by Section 1.10(b), Buyer shall assign its rightto purchase the Designated Station Assets (and delegate its duty to assume the Assumed Obligationscorresponding thereto) to a Trust or other third party that is eligible pursuant to theCommunications Act to be the assignee of the Designated Station Assets and the licensee of the FCCLicenses included in the Designated Station Assets (a “Qualified Assignee”) by writtennotice to, but without consent of, Seller. With respect to any assignment permitted or requiredunder this Section 11.2, (i) any such assignee, including a Qualified Assignee, shall deliver toSeller a written instrument of assumption with respect to this Agreement or the Designated StationAssets, as applicable, in which such assignee (A) shall make to Seller the representations andwarranties contained in Article 3 of this Agreement with respect to such assignee (exclusive ofSection 3.10) and (B) shall covenant to Seller to observe, satisfy, discharge and perform thecovenants of Buyer set forth in this Agreement (except, in the case of a Qualified Assignee, to theextent that any such covenant relates solely to Station Assets other than Designated StationsAssets and the corresponding Assumed Obligations) and (ii) Buyer
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shall remain liable for all of its obligations hereunder (including those assigned to suchassignee). “Designated Station Assets” means, with respect to each Station that cannot betransferred to Buyer under the applicable rules of the FCC, the FCC Licenses with respect to suchStation and such other Station Assets with respect to such Station as Seller, Buyer and theQualified Assignee may mutually agree. The terms of this Agreement shall bind and inure to thebenefit of the parties’ respective successors and any permitted assigns, and no assignment shallrelieve any party of any obligation or liability under this Agreement.     11.3 Notices. Any notice pursuant to this Agreement shall be in writing and shall bedeemed delivered on the date of personal delivery or confirmed facsimile transmission or confirmeddelivery by a nationally recognized overnight courier service, and shall be addressed as follows(or to such other address as any party may request by written notice):   if to Seller: Clear Channel Broadcasting, Inc.