MONEY MARKET ACCOUNTS OR SIMILAR ACCOUNTS OR INVESTMENTS;
(C)
(I) ALL ACCOUNTS RECEIVABLE EXISTING AT THE EARLIER OF (A) THE
DATE THE TERM OF THE LOCAL MARKETING AGREEMENT COMMENCES (THE "LMA COMMENCEMENT
DATE") OR (B) THE EFFECTIVE TIME, AND (II) NOTES RECEIVABLE, PROMISSORY NOTES OR
AMOUNTS DUE FROM EMPLOYEES;
(D)
INTERCOMPANY ACCOUNTS RECEIVABLE AND ACCOUNTS PAYABLE;
(E)
ALL INSURANCE POLICIES OR ANY PROCEEDS PAYABLE THEREUNDER, EXCEPT
AS OTHERWISE CONTEMPLATED BY SECTION 4.4;
(F)
ALL PENSION, PROFIT SHARING OR CASH OR DEFERRED (SECTION 401(K))
PLANS AND TRUSTS AND THE ASSETS THEREOF AND ANY OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT;
(G)
ALL INTEREST IN AND TO REFUNDS OF TAXES RELATING TO ALL PERIODS
PRIOR TO THE EFFECTIVE TIME;
3
(H)
ALL TANGIBLE AND INTANGIBLE PERSONAL PROPERTY DISPOSED OF OR
CONSUMED BETWEEN THE DATE OF THIS AGREEMENT AND THE CLOSING DATE, AS PERMITTED
UNDER THIS AGREEMENT;
(I)
ALL RIGHTS TO THE CBS EYE DESIGN AND THE NAMES "CBS" AND "CBS
RADIO" AND LOGOS OR VARIATIONS THEREOF, INCLUDING TRADEMARKS, TRADE NAMES AND
DOMAIN NAMES, AND ALL GOODWILL ASSOCIATED THEREWITH;
(J)
ALL RIGHTS TO MARKS NOT CURRENTLY BUT PREVIOUSLY USED IN THE
OPERATION OF 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 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 AUSTIN, TEXAS,
MEMPHIS, TENNESSEE OR CINCINNATI, OHIO 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