SCHEDULE OF THE MATERIAL CASH
PROGRAMMING LIABILITIES OF THE STATION DATED AS OF OCTOBER 31, 2004 AND (V) AN
ACCURATE SCHEDULE OF THE MATERIAL BARTER PROGRAMMING ASSETS DATED AS OF
OCTOBER 31, 2004.
SECTION 3.06
INTANGIBLE PROPERTY
(A)
THERE ARE NO CLAIMS, DEMANDS OR PROCEEDINGS
PENDING OR, TO THE KNOWLEDGE OF SELLERS, THREATENED BY ANY THIRD PARTY
PERTAINING TO OR CHALLENGING EITHER SELLER'S RIGHT TO USE ANY OF THE INTANGIBLE
PROPERTY OR THAT ANY INTANGIBLE PROPERTY OR ANY SERVICES PROVIDED, PROCESS USED
OR PRODUCTS MANUFACTURED, PRODUCED OR USED OR SOLD BY EITHER SELLER DO OR MAY
CONFLICT WITH, OR INFRINGE OR OTHERWISE VIOLATE THE RIGHTS OF THIRD PARTIES.
(B)
THERE IS NO TRADEMARK, TRADE NAME, PATENT OR
COPYRIGHT OWNED BY A THIRD PARTY THAT EITHER SELLER IS USING IN THE BUSINESS
WITHOUT VALID LICENSE TO DO SO.
(C)
EXCEPT FOR THE EXCLUDED ASSETS, THE
INTANGIBLE PROPERTY INCLUDES ALL COPYRIGHTS, PATENTS AND TRADEMARKS, INCLUDING
RIGHTS IN AND TO CALL LETTERS USED IN THE OPERATION OF THE STATION.
(D)
EXCEPT AS SET FORTH ON DISCLOSURE
SCHEDULE SECTION 3.06(E), ALL MATERIAL OWNED INTANGIBLE PROPERTY, INCLUDING THE
CALL LETTERS NECESSARY FOR OR USED IN THE BUSINESS, HAS BEEN DULY APPLIED FOR OR
REGISTERED IN, FILED IN OR ISSUED BY, AS APPLICABLE, THE APPROPRIATE
GOVERNMENTAL AUTHORITY WHERE SUCH REGISTRATION, FILING OR ISSUANCE IS NECESSARY
FOR THE BUSINESS, AND ALL SUCH FILINGS, REGISTRATIONS AND ISSUANCES ARE VALID
AND IN GOOD STANDING.
(E)
EXCEPT FOR THE EXCLUDED ASSETS AND EXCEPT
AS SET FORTH ON DISCLOSURE SCHEDULE SECTION 3.06(E), ALL MATERIAL COPYRIGHTS AND
TRADEMARKS THAT ARE REGISTERED OR FILED ARE DESCRIBED, LISTED OR SET FORTH ON
DISCLOSURE SCHEDULE SECTION 3.06(E)(1) AND SECTION 3.06(E)(2), RESPECTIVELY, ALL
OF WHICH ARE
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TRANSFERABLE TO BUYER WITHOUT THE CONSENT OF ANY THIRD PARTY AND NONE OF WHICH
HAVE BEEN LICENSED TO ANY THIRD PARTY.
(F)
SELLERS HAVE NOT RECEIVED ANY WRITTEN
NOTICE, OR OTHERWISE HAVE KNOWLEDGE, THAT ANY OF THE OWNED INTANGIBLE PROPERTY
IS THE SUBJECT OF A JUDICIAL OR ADMINISTRATIVE FINDING, OPINION OR OFFICE ACTION
OR HAS BEEN ADJUDGED INVALID, UNENFORCEABLE OR UNREGISTRABLE IN WHOLE OR IN
PART.
TO THE KNOWLEDGE OF SELLERS EACH INTANGIBLE PROPERTY IS VALID AND
ENFORCEABLE.
SECTION 3.07
REAL PROPERTY
(A)
THE APPLICABLE SELLER HAS (A) GOOD,
MARKETABLE AND INSURABLE FEE SIMPLE ABSOLUTE OR (B) VALID LEASEHOLD OR OTHER
INTERESTS, AS APPLICABLE, IN THE REAL PROPERTY, IN EACH CASE FREE AND CLEAR OF
ANY AND ALL LIENS OTHER THAN (I) PERMITTED LIENS AND, (II) LIENS THAT WILL BE
DISCHARGED ON OR PRIOR TO THE CLOSING DATE BY THE SELLERS.
NEITHER OF THE
SELLERS OWNS, LEASES, SUBLEASES, LICENSES OR USES ANY REAL PROPERTY IN THE
OPERATION OF THE STATION OTHER THAN THE REAL PROPERTY.
TRUE AND COMPLETE COPIES
OF (I) THE LAST DEED OF RECORD, TITLE INSURANCE POLICIES AND SURVEYS PERTAINING
TO ANY OWNED REAL PROPERTY AND (II) THE LEASES, IN EACH CASE HAVE HERETOFORE
BEEN FURNISHED BY THE SELLERS TO BUYER.
UPON THE CLOSING, ALL RIGHT, TITLE AND
INTEREST OF SELLERS IN, TO AND UNDER THE