THE EFFECTIVE TIME;
(J)
ALL BOOKS, RECORDS, FILES AND PAPERS,
WHETHER IN HARD COPY OR COMPUTER FORMAT, USED IN THE BUSINESS, INCLUDING,
WITHOUT LIMITATION, ENGINEERING INFORMATION, SALES AND PROMOTIONAL LITERATURE,
MANUALS AND DATA, SALES AND PURCHASE CORRESPONDENCE, LISTS OF PRESENT AND FORMER
SUPPLIERS, LISTS OF PRESENT AND FORMER CUSTOMERS, PERSONNEL AND EMPLOYMENT
RECORDS FOR TRANSFERRED EMPLOYEES (TO THE EXTENT PERMITTED BY LAW), AND ANY
INFORMATION RELATING TO ANY TAX IMPOSED ON THE PURCHASED ASSETS;
(K)
THE LOCK BOX ACCOUNTS UTILIZED IN
CONNECTION WITH SELLERS' COLLECTION OF ACCOUNTS RECEIVABLE (THE "LOCKBOX
ACCOUNTS");
8
(L)
ALL MANAGEMENT AND OTHER SYSTEMS
(INCLUDING COMPUTERS AND PERIPHERAL EQUIPMENT), DATABASES, COMPUTER SOFTWARE,
COMPUTER DISKS AND SIMILAR ASSETS, RELATED TO THE BUSINESS AND ALL LICENSES AND
RIGHTS IN RELATION THERETO; AND
(M)
ANY INSURANCE PROCEEDS PAYABLE IN ACCORDANCE
WITH SECTION 5.07.
Section 2.02
Excluded Assets.
Buyer expressly
understands and agrees that the following assets and properties of Sellers (the
"Excluded Assets") shall be excluded from the Purchased Assets:
(A)
ALL OF SUCH SELLER'S CASH AND CASH
EQUIVALENTS ON HAND AND IN BANKS;
(B)
INSURANCE POLICIES RELATING TO THE BUSINESS
AND ALL CLAIMS, CREDITS, CAUSES OF ACTION OR RIGHTS THEREUNDER;
(C)
ALL RIGHTS TO INSURANCE PROCEEDS RELATING
TO THE EXCLUDED ASSETS;
(D)
ALL ACCOUNTS RECEIVABLE;
(E)
ALL RIGHTS TO THE NAMES SINCLAIR BROADCAST
GROUP, "SINCLAIR COMMUNICATIONS," CHESAPEAKE TELEVISION, SINCLAIR, AND ANY LOGO
OR VARIATION THEREOF AND GOODWILL ASSOCIATED THEREWITH;
(F)
INTERCOMPANY ACCOUNTS RECEIVABLE AND
INTERCOMPANY ACCOUNTS PAYABLE OF SELLERS;
(G)
ANY ASSETS OF ANY EMPLOYEE PLAN SPONSORED BY
EITHER SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES INCLUDING ANY AMOUNTS DUE TO
SUCH EMPLOYEE PLAN FROM EITHER SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES;
(H)
ALL BOOKS, RECORDS, FILES AND PAPERS,
WHETHER IN HARD COPY OR COMPUTER FORMAT, PREPARED IN CONNECTION WITH THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND ALL MINUTE BOOKS AND
CORPORATE RECORDS OF EACH SELLER AND ITS AFFILIATES;
(I)
ALL RIGHTS OF EACH SELLER ARISING UNDER
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY;
(J)
ANY PURCHASED ASSET SOLD OR OTHERWISE
DISPOSED OF IN ACCORDANCE WITH SECTION 5.01(D); AND
(K)
THE ASSETS LISTED IN DISCLOSURE
SCHEDULE SECTION 2.02(K).
Section 2.03
Assumed Liabilities.
Upon the terms and
subject to the conditions of this Agreement, Buyer agrees, effective at the
Effective Time, to assume the following liabilities (the "Assumed Liabilities"):
(A)
THE LIABILITIES AND OBLIGATIONS OF EACH
SELLER UNDER THE CONTRACTS AND PERMITS ARISING WITH RESPECT TO THE OPERATION OF
THE STATION ON AND AFTER THE EFFECTIVE TIME, EXCEPT THOSE CONTRACTS AND PERMITS,
IF ANY, INCLUDED IN THE EXCLUDED ASSETS; AND
(B)
ANY LIABILITY OR OBLIGATION TO THE EXTENT OF
THE AMOUNT OF CREDIT RECEIVED BY BUYER UNDER SECTION 2.09 AT CLOSING.
Section 2.04
Excluded Liabilities.
Notwithstanding
any provision in this Agreement or any other writing to the contrary, Buyer is
assuming only the Assumed Liabilities and is not assuming any other liability or
obligation of Parent or Sellers (or any predecessor of Parent or Sellers or any
prior owner of all or part of Parent or