THE STATIONS, WHERE SUCH USE HAS BEEN ABANDONED BY THE STATIONS,
AND ALL GOODWILL ASSOCIATED THEREWITH;
(K)
(I) ALL RIGHTS TO MARKS IDENTIFIED ON SCHEDULE 1.2(K) AND ALL
GOODWILL ASSOCIATED THEREWITH AND (II) ALL RIGHTS TO MARKS USED IN THE OPERATION
OF THE STATIONS AND IN CONNECTION WITH THE OPERATION OF ANOTHER STATION OR
BUSINESS OF SELLER OR ANY OF ITS AFFILIATES OTHER THAN OR IN ADDITION TO THE
STATIONS AND ALL GOODWILL ASSOCIATED WITH SUCH MARKS; PROVIDED THAT, IN EACH
CASE, SELLER OR ONE OF ITS AFFILIATES SHALL GRANT BUYER, AT BUYER'S REQUEST, THE
RIGHT, ASSIGNABLE IN CONNECTION WITH AN ASSIGNMENT OF THE STATIONS, TO CONTINUE
TO USE SUCH MARK ROYALTY-FREE IN THE MANNER USED BY SELLER AT THE APPLICABLE
STATION ON A BASIS EXCLUSIVE IN THE NIELSEN TELEVISION DESIGNATED MARKET AREA
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IN WHICH THE STATIONS ARE LOCATED SO LONG AS BUYER USES SUCH MARK, BUT
NON-EXCLUSIVE IN THAT NO RIGHT IS GRANTED TO BUYER HEREUNDER WITH RESPECT TO
OTHER MARKETS (SOME OF WHICH MAY OVERLAP), AND SUCH RIGHT IS LIMITED TO THE
EXTENT OF SELLER'S RIGHTS;
(L)
THE ORACLE FINANCIAL SYSTEM AND INFINIUM PAYROLL SYSTEM USED BY
SELLER AND ITS AFFILIATES, WHETHER IN HARD COPY, STORED ON A COMPUTER, DISK OR
OTHERWISE;
(M)
(I) GROUP CONTRACTS, EXCEPT TO THE EXTENT THAT SCHEDULE 1.1(C)
SPECIFICALLY PROVIDES FOR THE PARTIAL ASSIGNMENT AND ASSUMPTION OF ANY SUCH
GROUP CONTRACT AND (II) AGREEMENTS RELATING TO THE EMPLOYMENT OF STATION
EMPLOYEES THAT DO NOT BECOME TRANSFERRED EMPLOYEES AS PROVIDED IN SECTION 4.7;
(N)
ANY ASSET OR PROPERTY WHICH IS USED OR HELD FOR USE BY SELLER OR
AN AFFILIATE OF SELLER NOT LOCATED AT THE STATIONS' OFFICES IN ROCHESTER, NEW
YORK OR THE STATIONS' TRANSMITTER SITES AND NOT USED PRIMARILY IN THE OPERATION
OF THE STATIONS;
(O)
ALL ASCAP, BMI AND SESAC LICENSES;
(P)
ALL ITEMS OF PERSONAL PROPERTY OWNED BY PERSONNEL AT THE STATIONS;
(Q)
ANY CAUSE OF ACTION OR CLAIM RELATING TO ANY EVENT OR OCCURRENCE
PRIOR TO THE EFFECTIVE TIME;
(R)
ALL RIGHTS OF SELLER UNDER THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY; AND
(S)
THE CONTRACTS IDENTIFIED ON SCHEDULE 1.2(S).
1.3
Assumption of Obligations.
At the Closing, Buyer shall assume and
agrees to pay, discharge and perform the following (collectively, the "Assumed
Obligations"):
(A)
ALL LIABILITIES, OBLIGATIONS AND COMMITMENTS OF SELLER UNDER THE
STATION CONTRACTS TO THE EXTENT THEY ACCRUE OR RELATE TO ANY PERIOD AT OR AFTER
THE EFFECTIVE TIME;
(B)
ALL LIABILITIES, OBLIGATIONS AND COMMITMENTS RELATING TO
TRANSFERRED EMPLOYEES AS PROVIDED FOR IN SECTION 4.7;
(C)
ANY CURRENT LIABILITY OF SELLER TO THE EXTENT BUYER HAS RECEIVED A
CREDIT UNDER SECTION 1.7; AND
(D)
ALL LIABILITIES AND OBLIGATIONS RELATING TO THE STATION ASSETS
ARISING OUT OF ENVIRONMENTAL LAWS AT OR AFTER THE EFFECTIVE TIME, EXCEPT TO THE
EXTENT THAT SELLER IS OBLIGATED UNDER SECTION 7.2(A) (INDEMNIFICATION) TO
INDEMNIFY BUYER FOR LOSSES ARISING OUT OF OR RESULTING FROM SELLER'S BREACH OF
ANY REPRESENTATION OR WARRANTY IN SECTION 2.12 (ENVIRONMENTAL).
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1.4
Retained Liabilities.
Buyer does