EACH
OTHER PRIOR TO ENTERING INTO ANY SUCH TOLLING AGREEMENT.
SECTION 5.6(E) OF THE
COMPANY DISCLOSURE SCHEDULE SETS FORTH EACH RENEWAL APPLICATION PENDING AS OF
THE DATE OF THIS AGREEMENT AND DESCRIBES ANY CHALLENGE, PETITION OR
INVESTIGATION THAT, TO THE KNOWLEDGE OF THE COMPANY, IS PENDING OR THREATENED BY
OR BEFORE THE FCC AGAINST SUCH RENEWAL APPLICATION.
SECTION 5.7
TAKEOVER STATUTE.
IF ANY "FAIR PRICE," "MORATORIUM,"
"CONTROL SHARE ACQUISITION" OR OTHER FORM OF ANTITAKEOVER STATUTE OR REGULATION
SHALL BECOME APPLICABLE TO THE TRANSACTIONS CONTEMPLATED HEREBY, EACH OF THE
COMPANY AND THE ESOP AND THE BOARD OF DIRECTORS OF THE COMPANY SHALL GRANT SUCH
APPROVALS AND TAKE SUCH ACTIONS AS ARE REASONABLY NECESSARY SO THAT THE
TRANSACTIONS CONTEMPLATED HEREBY MAY BE CONSUMMATED AS PROMPTLY AS PRACTICABLE
ON THE TERMS CONTEMPLATED HEREBY AND OTHERWISE ACT TO ELIMINATE OR MINIMIZE THE
EFFECTS OF SUCH STATUTE OR REGULATION ON THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 5.8
PUBLIC ANNOUNCEMENTS.
THE COMPANY AND THE ESOP WILL
CONSULT WITH AND PROVIDE EACH OTHER THE REASONABLE OPPORTUNITY TO REVIEW AND
COMMENT UPON ANY PRESS RELEASE OR OTHER PUBLIC STATEMENT OR COMMENT PRIOR TO THE
ISSUANCE OF SUCH PRESS RELEASE OR OTHER PUBLIC STATEMENT OR COMMENT RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN AND SHALL NOT ISSUE ANY
SUCH PRESS RELEASE OR OTHER PUBLIC STATEMENT OR COMMENT PRIOR TO SUCH
CONSULTATION EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW OR BY OBLIGATIONS
PURSUANT TO ANY LISTING AGREEMENT WITH ANY NATIONAL SECURITIES EXCHANGE.
THE
ESOP AND THE COMPANY AGREE TO ISSUE A JOINT PRESS RELEASE, TOGETHER WITH TRIBUNE
ACQUISITION, ANNOUNCING THIS AGREEMENT.
SECTION 5.9
INDEMNIFICATION AND INSURANCE.
(A)
FOR A PERIOD OF SIX (6) YEARS FROM THE EFFECTIVE TIME, THE
SURVIVING CORPORATION SHALL MAINTAIN IN EFFECT THE EXCULPATION, INDEMNIFICATION
AND ADVANCEMENT OF EXPENSES PROVISIONS NO LESS FAVORABLE THAN THOSE OF THE
COMPANY'S AND ANY COMPANY SUBSIDIARY'S CERTIFICATE OF INCORPORATION AND BY-LAWS
OR SIMILAR ORGANIZATION DOCUMENTS IN EFFECT IMMEDIATELY PRIOR TO THE EFFECTIVE
TIME OR IN ANY INDEMNIFICATION AGREEMENTS OF THE COMPANY OR ITS SUBSIDIARIES
WITH ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES IN EFFECT
IMMEDIATELY PRIOR TO THE EFFECTIVE TIME, AND SHALL NOT AMEND, REPEAL OR
OTHERWISE MODIFY ANY SUCH PROVISIONS IN ANY CERTIFICATE OF INCORPORATION,
BY-LAWS OR SIMILAR ORGANIZATIONAL DOCUMENTS, FOR A PERIOD OF SIX (6) YEARS FROM
THE EFFECTIVE TIME, IN ANY MANNER THAT WOULD ADVERSELY AFFECT THE RIGHTS
THEREUNDER OF ANY INDIVIDUALS WHO AT THE EFFECTIVE TIME WERE CURRENT OR FORMER
DIRECTORS, OFFICERS OR EMPLOYEES OF THE COMPANY OR ANY OF ITS SUBSIDIARIES (IT
BEING UNDERSTOOD THAT ANY INDEMNIFICATION AGREEMENT SHALL REMAIN IN EFFECT IN
ACCORDANCE WITH ITS TERMS); PROVIDED, HOWEVER, THAT ALL RIGHTS TO
INDEMNIFICATION IN RESPECT OF ANY ACTION (AS HEREINAFTER DEFINED) PENDING OR
ASSERTED OR ANY CLAIM MADE WITHIN SUCH PERIOD SHALL CONTINUE UNTIL THE
DISPOSITION OF SUCH ACTION OR RESOLUTION OF SUCH CLAIM.
(B)
THE SURVIVING CORPORATION SHALL, TO THE FULLEST EXTENT PERMITTED
UNDER APPLICABLE LAW, INDEMNIFY AND HOLD HARMLESS (AND ADVANCE FUNDS IN RESPECT
OF EACH OF THE
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