NXST Nexstar Media Group Inc

(a)

Simultaneous with the execution of this Agreement, Buyer will deliver to the Escrow Agent an amount equal to Eight Million Five Hundred Thousand Dollars ($8,500,000) to be held as an earnest money security deposit ("Security Deposit") pursuant to the terms of this Agreement and to an Escrow Agreement of even date herewith ("Escrow Agreement") among Buyer, Seller and the Escrow Agent.  The Security Deposit shall be paid to Seller as partial payment of the Closing Cash Consideration due to Seller at the Closing, unless otherwise released to Seller or Buyer in accordance with Section 12.02.

(b)

At the Closing, Buyer shall deposit with the Escrow Agent an amount equal to Eight Million Five Hundred Thousand dollars ($8,500,000) ("Indemnity Escrow Amount") pursuant to an Escrow Agreement in the form attached as Exhibit A ("Indemnity Escrow Agreement").  At the Closing, Buyer and Seller shall execute and deliver the Indemnity Escrow Agreement and use commercially reasonable efforts to cause the Escrow Agent to execute and deliver the Indemnity Escrow Agreement.  The Indemnity Escrow Amount plus any interest or earnings thereon (the "Indemnity Escrow") will be available to satisfy any amounts owed by Seller to Buyer or the Buyer Indemnified Parties pursuant to Section 13.03 and in accordance with the terms of this Agreement and the Indemnity Escrow Agreement.  The Indemnity Escrow Amount shall be released pursuant to the terms of the Indemnity Escrow Agreement.

(a)

No later than seven (7) Business Days prior to the anticipated Closing Date, Seller shall deliver to Buyer a statement ("Estimated Closing Statement") setting forth in reasonable detail the Seller's good faith estimates of the amounts of Net Working Capital and Transaction Indebtedness and a calculation of the Purchase Price based on such estimates (the "Estimated Purchase Price").  Prior to the Closing, Buyer shall be permitted reasonable access to review the Company's work papers related to the preparation of the Estimated Closing Statement, and Seller shall provide Buyer and its representatives such information and detail as they may reasonably request and reasonable access to their respective books, records, personnel, accountants and representatives used in connection with the preparation of the Estimated Closing Statement.  If Buyer reasonably and in good faith objects to any of the estimates or calculations contained in the Estimated Closing Statement, Buyer will give written notice to Seller within three (3) Business Days after receipt of the Estimated Closing Statement by Buyer setting forth in reasonable detail any objections of Buyer to the Estimated Closing Statement and Buyer's calculations supporting such objections.  Buyer and Seller will negotiate in good faith to settle any differences with respect to the Estimated Closing Statement, and any amounts or adjustments (or portions of amounts or adjustments) that are not in dispute between Buyer and Seller will be final and binding upon the Buyer and Seller for purposes of this Section 2.04(a) and Section 2.02 and reflected in the Estimated Closing Statement used for purposes of determining Estimated Purchase Price.  To the extent that Buyer and Seller are unsuccessful in settling the amounts of any items in dispute, then the portions of such amounts or adjustments that remain in dispute will be incorporated into the Closing Statement and resolved pursuant to Section 2.4(e)-(f) below.

(b)

Within seventy-five (75) calendar days after the Closing Date, Buyer shall prepare and deliver to Seller, a statement (the "Closing Statement") setting forth in reasonable detail Buyer's good faith determination of the amounts of Net Working Capital and Transaction Indebtedness and a calculation of the Purchase Price based thereon.  The Closing Statement shall become final and binding upon the Buyer and Seller on the date that occurs forty-five (45) calendar days after the date upon which such statement is received by Seller (such 45-day period, the "Objection Period") unless Seller delivers to Buyer written notice that it disputes any aspect of the Closing Statement ("Objection Notice") prior to the end of such Objection Period.  The Objection Notice shall (i) specify in reasonably specific detail, to the extent known or reasonably determinable, the nature of any dispute so asserted or (ii) identify those items for which the information provided by Buyer is insufficient to allow Seller to reasonably ascertain its agreement or disagreement.  If an Objection Notice is delivered to Buyer prior to the end of the Objection Period, then the Closing Statement (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the Parties on the earlier to occur of (x) the date Buyer and Seller resolve in writing any differences they have with respect to the matters specified in the Objection Notice or (y) the date any disputed matters are finally resolved by the Accounting Firm as provided below.

(c)

The Estimated Closing Statement and the Closing Statement and the estimates, determinations and calculations contained therein will be prepared and calculated on a combined basis for the Grant Entities in accordance with GAAP and, to the extent consistent with GAAP, using the same accounting principles, practices, procedures, policies and methods used and applied by the Company in the preparation of the Business Financial Statements as further identified in the example calculation of the Closing Working Capital included in Exhibit B including the line items set forth therein, except that such statements, calculations and determinations: (i) will not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement, (ii) will be based on facts and circumstances as they exist prior to the Closing and will exclude the effect of any act, decision or event occurring on or after the Closing, and (iii) will follow the defined terms contained in this Agreement whether or not such terms are consistent with GAAP.

(d)

From the Effective Time until such time as all matters described in this Section 2.04 have been fully and finally resolved, Buyer shall (i) maintain and provide to Seller and its advisors and representatives reasonable access to and (at Seller's cost) duplicate copies of, all documents and other information utilized by Buyer and its representatives in connection with Buyer's preparation of the Closing Statement, including (without limitation) all financial statements, work papers, schedules, accounts, analysis, and books and records relating to the Closing Statement, in each case in the same format (whether paper or electronic or both) as was utilized by Buyer in connection with preparation of the Closing Statement; (ii) provide Seller and its advisors reasonable access to such employees, auditors and advisors who participated in the preparation or review of, or otherwise have relevant knowledge concerning, the Closing Statement; and (iii) cooperate with Seller in providing the information and personnel required by Seller to resolve the matters described in this Section 2.04; provided, that any access provided to Seller pursuant to this Section 2.04(d) shall be (x) during regular business hours, (y) with no less than two (2) Business Days prior written notice to Buyer and (z) in a manner which will not unreasonably interfere with the operation of the Business or Buyer's business.  From the Closing until such time as all matters set forth in the Objection Notice have been fully and finally resolved, Seller shall (a) provide Buyer and its advisors and representatives reasonable access to such employees, auditors and advisors who participated in the preparation or review of, or otherwise have relevant knowledge concerning, the Objection Notice; and (b) reasonably cooperate with Buyer in providing the information and personnel reasonably required by Buyer to resolve the matters set forth in the Objection Notice; provided, that any access provided to Buyer pursuant to this Section 2.04(d) shall be (A) during regular business hours, (B) with no less than two (2) Business Days prior written notice to Seller and (C) in a manner that will not unreasonably interfere with the Seller's business.

(e)

In the event that Seller provides an Objection Notice prior to the end of the Objection Period, then Seller and Buyer shall, within twenty (20) calendar days following Seller's delivery of such Objection Notice (such 20-day period, the "Dispute Resolution Period"), meet and confer in an attempt to resolve their differences.

(f)

If, during the Dispute Resolution Period, Seller and Buyer resolve their differences as to a disputed amount, such resolution shall be deemed final, binding and conclusive with respect to such amount for the purpose of determining the adjustments to be made pursuant to Section 2.04(g) hereof.  In the event that Seller and Buyer do not resolve all disputes prior to the end of the Dispute Resolution Period, all such unresolved disputes shall be submitted to the Accounting Firm.  The Accounting Firm shall act as an expert (and not an arbitrator) to determine only those items in dispute, and for each such item shall determine a value within the range of values in dispute.  The Accounting Firm shall deliver to the Buyer and the Seller a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Accounting Firm by the Seller and the Buyer) of the disputed items within thirty (30) calendar days of receipt of the disputed items (such 30-day period, the "Adjudication Period"), which determination shall be final, binding and conclusive.  The final and binding Closing Statement, which either are agreed upon by Buyer's and Seller's representatives or are delivered by the Accounting Firm in accordance with this Section 2.04, shall be referred to herein as the "Adjudicated Statement".  In the event that either the Buyer or the Seller fails to submit its statement regarding any items remaining in dispute within the time determined by the Accounting Firm, then the Accounting Firm shall render a decision based solely on the evidence timely submitted to the Accounting Firm by the Buyer and the Seller.   Notwithstanding the foregoing, if any Party prevents another Party from obtaining access to any information that such Party has reasonably requested pursuant to this Section 2.04, or if a Party otherwise fails to provide such information on a timely basis after receiving a reasonably specific request for access from another Party, the Accounting Firm shall have the authority, in its sole discretion to (i) extend the Adjudication Period for such amount of time as the Accounting Firm deems equitable; (ii) direct that the withholding Party promptly provide the other Party with such access as the Accounting Firm deems equitable; and/or (iii) render a decision adverse to the withholding Party in respect of any issue or amount that the Accounting Firm deems equitable given the information that has been withheld.

(g)

Within five (5) Business Days after the calculation of the Purchase Price becoming final and binding on the Parties in accordance with this Section 2.04 (such amount, the "Final Purchase Price"), (i) Seller shall pay to Buyer the amount, if any, by which Final Purchase Price is less than the Estimated Purchase Price, or (ii) Buyer shall pay to Seller the amount, if any, by which the Final Purchase Price is greater than the Estimated Purchase Price.  Any payment required to be made by the Seller or the Buyer pursuant to this Section 2.04(g) shall be payable by wire transfer of immediately available funds (i) to the bank account designated in writing by the Buyer if the Buyer is the recipient and (ii) to the bank account designated in writing by Seller if Seller is the recipient.  All payments made pursuant to this Section 2.04(g) shall be made without payment of interest.

(h)

All fees and expenses relating to the work, if any, to be performed by the Accounting Firm shall be allocated between the Buyer, on the one hand, and the Seller, on the other hand, in the same proportion that the aggregate amount of the disputed items so submitted to the Accounting Firm that is unsuccessfully disputed by such Party (as finally determined by the Accounting Firm) bears to the total amount of such disputed items so submitted.  Seller and Buyer shall each pay one-half of any indemnification payments due to the Accounting Firm pursuant to the terms of the Accounting Firm's engagement hereunder.

(i)

For Tax purposes, the Final Purchase Price shall reflect all adjustments to the Purchase Price resulting from the Closing Statement or the Adjudicated Statement.

(a)

At Closing, Buyer shall deliver to Seller:

(i)

the certificate described in Section 11.02(a);

(ii)

the documents described in Section 11.02(b);

(iii)

the Closing Cash Consideration in accordance with Section 2.02;

(iv)

the Indemnity Escrow Agreement, duly executed on behalf of Buyer; and

(v)

such other documents and instruments as Seller has determined to be reasonably necessary to consummate the transactions contemplated by this Agreement.

(b)

At Closing, Seller or the Company, as applicable, shall deliver, or cause to be delivered, to Buyer:

(i)

the certificate described in Section 11.03(c);

(ii)

the documents described in Section 11.03(f);

(iii)

reasonably sufficient evidence that all Liens on the Shares have been terminated at or prior to Closing;

(iv)

a certificate or certificates, representing the Shares accompanied by a stock power duly endorsed in blank, sufficient to convey and transfer to Buyer title to the Shares, free and clear of all Liens;

(v)

written resignations and releases of each of the directors and officers of the Company and each Company Subsidiary;

(vi)

evidence that the Phantom Stock Agreements and Retention Bonus Letters have been settled and terminated and that each recipient thereof has provided customary releases with respect thereto;

(vii)

a receipt for Buyer's payment of the Closing Cash Consideration to Seller;

(viii)

the Indemnity Escrow Agreement, duly executed on behalf of Seller;

(ix)

the Payoff Letters; and

(x)

such other documents and instruments as Buyer has determined to be reasonably necessary for Buyer or Buyer's assignee to acquire the Shares.

(c)

Seller and Buyer shall enter into and deliver to each other:

(i)

joint written instructions of Buyer and Seller to the Escrow Agent instructing Escrow Agent to release the Security Deposit to Seller.

(a)

The Company has the requisite corporate power and authority to execute, deliver and perform this Agreement and the Ancillary Agreements (to which it is or will be a party) and to consummate the transactions contemplated hereby and thereby.  The execution and delivery by the Company of this Agreement and the Ancillary Agreements (to which it is or will be a party), the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby are have been duly authorized and approved by the board of directors of the Company, and no other corporate action on the part of the Company is necessary to authorize and approve the execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements (to which it is or will be a party) and the consummation by the Company of the transactions contemplated hereby and thereby.

(b)

This Agreement has been, and the Ancillary Agreements (to which the Company is or will be a party) will be, duly executed and delivered by the Company. This Agreement (assuming due authorization, execution and delivery by the other Parties) constitutes, and each Ancillary Agreement (to which the Company is or will be a party) will constitute when executed and delivered by the Company, the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws affecting or relating to enforcement of creditors' rights generally and general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity).

(a)

Disclosure Schedule Section 3.05(a) sets forth all of the following Contracts to which the Company or any Company Subsidiary is a party as of the date hereof (each a "Material Contract"):

(i)

any Contract for the sale of broadcast time for advertising or other purposes for cash that was not made in the ordinary course of business consistent with past practices;

(ii)

any Contract relating to Program Rights other than any such Contract that involves payments of less than $20,000 in any twelve (12) month period and less than $40,000 in total payments;

(iii)

any Contract involving the purchase or sale of Real Property that has not closed as of the date hereof;

(iv)

any Contract entered into after January 1, 2012 relating to the acquisition or disposition of any portion of the Business (whether by merger, sale of stock, sale of assets or otherwise);

(v)

any Contract involving construction, architecture, engineering or other agreements relating to uncompleted construction projects, in each case that involve payments in excess of $100,000;

(vi)

any mortgage, pledge or security agreement, deed of trust or other instrument granting a Lien (other than Permitted Liens) upon any asset of the Company or the Company Subsidiaries used in the Business, other than those that will be paid off at Closing;

(vii)

any Contract involving a partnership, joint venture or similar agreement with another party;

(viii)

any Contract involving compensation to (A) any Employee, or (B) any independent contractor or consultant engaged to perform services to the Business in with case in excess of $50,000 per year; (provided, however, that for purposes of this Section 3.05(a)(viii), the term Contract shall not include at-will Contracts that can be terminated upon thirty (30) days' notice or less or without penalty or additional payment);

(ix)

any Contract involving any labor agreement or collective bargaining agreement of the Company or any of the Company Subsidiaries;

(x)

any capital lease;

(xi)

any Contract that contains a covenant restricting the ability of the Company or any of the Company Subsidiaries to compete in any business or with any Person or in any geographic area in which the Stations operate;

(xii)

any Contract with Affiliates of the Company or any of the Company Subsidiaries;

(xiii)

any Contract that is a local marketing agreement, joint sales agreement or similar agreement;

(xiv)

any Contract with a Governmental Authority (other than ordinary course Contracts with Governmental Authorities as a customer) which imposes any material obligation or restriction on the Company or any of the Company Subsidiaries;

(xv)

any Contract pursuant to which any Indebtedness (except for Indebtedness that will be paid off at or before Closing) for borrowed money of the Company or any of the Company Subsidiaries is outstanding or may be incurred or pursuant to which the Company or any of the Company Subsidiaries has guaranteed any Indebtedness for borrowed money of any other Person (excluding trade payables arising in the ordinary course of business);

(xvi)

any material Contract involving Intellectual Property;

(xvii)

all Contracts required to be listed on Disclosure Schedule Section 3.13(a);

(xviii)

any Contract relating to the non-broadcast use of any of the Station's digital bit streams; and

(xix)

all other Contracts that involve the cash payment or potential cash payment, pursuant to the terms of any such Contract, by or to the Company or any Company Subsidiary of more than $100,000 per year that cannot be terminated within ninety (90) days after giving notice of termination without resulting in any material cost or penalty to the Company or the Company Subsidiaries.

(b)

A copy of each Material Contract has been made available to Buyer by the Company, including all amendments, modifications and supplements thereto.  Disclosure Schedule Section 3.05(b) sets forth, as of the date hereof, a complete list of all Tradeout Agreements, the parties thereto, the value of the broadcast time required to be provided by the Stations and the value of the goods or services to be provided to the Stations from and after the date set forth thereon.

(c)

None of the Company, any Company Subsidiary or, to the Knowledge of Seller, any other party, is in material breach or default under any Material Contract.

(d)

Each Material Contract is in full force and effect.  Each Material Contract constitutes a legal, valid and binding obligation of the Company or Company Subsidiary and, to the Knowledge of Seller, of each other party thereto (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other Laws from time to time in effect relating to the enforcement of creditors' rights and remedies generally and general principles of equity).

(e)

None of the Material Contracts provide for delayed or deferred payments, other than increases or delays in payments as set forth in such Material Contracts, and no payments to the Company or any Company Subsidiary have been accelerated, other than in accordance with the terms set forth in such Material Contracts, in each case, in a manner that would give rise to any liability that would not be treated as a current liability under GAAP.

(a)

The Company Intellectual Property constitutes all of the Intellectual Property used in or necessary for the operation of the Business.  All (i) Company-owned and registered Copyrights, Trademarks, and domain names, (ii) Company-owned material unregistered copyrights and trademarks, (iii) other material Intellectual Property owned or registered to the Company and (iv) software (other than off-the-shelf software with a replacement value or aggregate annual license and maintenance fees of less than $50,000) used in connection with the Business, are described, listed or set forth on Disclosure Schedule Section 3.06(a).  The Company Intellectual Property is subsisting, and, to the Seller's Knowledge, valid and enforceable, and the Grant Entities have taken commercially reasonable measures to protect, maintain and enforce the Company Intellectual Property owned by the Grant Entities.

(b)

In the past four (4) years none of Seller, the Company or any of the Company Subsidiaries has received written notice of any material claims, demands or proceedings pending by any third party challenging the Company's or any Company Subsidiary's right to use any Intellectual Property or that any Intellectual Property or any services provided by the Company or any Company Subsidiary conflict with, infringe or otherwise violate the Intellectual Property of third parties.

(c)

Except as set forth on Disclosure Schedule Section 3.06(c), as of the date hereof, the Grant Entities are the exclusive owners or have a valid right to use all Intellectual Property, including rights in and to call letters, used in the operation of the Business, free and clear of all Liens, other than Permitted Liens (collectively, the "Company Intellectual Property"); no Company Intellectual Property owned by the Grant Entities is the subject of any pending or, to Seller's Knowledge, threatened Action claiming infringement, misappropriation, violation of, or other conflict with, any third party's Intellectual Property by any Grant Entity; and to the Knowledge of Seller, no third party has infringed or is infringing on any of the Company Intellectual Property.  None of Seller, the Company or any of the Company Subsidiaries has received any written notice that any of the owned Company Intellectual Property is the subject of an outstanding judicial or administrative finding, opinion or office action materially restricting the use thereof by the Company or any Company Subsidiary or has been adjudged invalid, unenforceable or unregistrable in whole or in part.

(d)

There are no royalty agreements between the Company or any Company Subsidiary, on the one hand, and any third party, on the other, relating to Company Intellectual Property owned by any Grant Entity.

(e)

The computer systems, including the software, firmware, hardware, networks, interfaces, platforms and related systems currently owned or licensed by the Company or any Company Subsidiaries in the operation of the Business are sufficient for the needs of the Business as currently conducted and as currently proposed to be conducted by the Grant Entities.

(a)

The Company or a Company Subsidiary has good and marketable fee simple title, free and clear of all Liens other than Permitted Liens, to the owned Real Property identified on Disclosure Schedule Section 3.07(a)-1, which constitutes each parcel of real property which is owned by the Company or any Company Subsidiary and used primarily in connection with the operation of the Stations (the "Owned Real Property").  Except as set forth in Disclosure Schedule Section 3.07(a)-3, the Company or Company Subsidiary has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof.  Neither the Company nor any Company Subsidiary is a party to any agreement or option to purchase any real property or interest therein. Disclosure Schedule Section 3.07(a)-2 includes the address of each Leased Real Property, and a true and complete list of each lease, sublease, license, or similar agreement (including any and all assignments, amendments, and other modifications of such leases, subleases, licenses and other occupancy agreements) pertaining to the use or occupancy of the Real Property in which the Company or any Company Subsidiary has an interest as a tenant, licensee, subtenant or sub-licensee (such leases, subleases, licenses, or similar agreements, the "Real Property Leases" and together with the Landlord Leases and the Tower Leases, the "Leases").  Except as set forth on Disclosure Schedule Section 3.07(a)-3, the Company or applicable Company Subsidiary has a good and valid leasehold interest in, or a marketable license to occupy, the Real Property conveyed by the Real Property Leases.  The Real Property includes sufficient access to the Station's facilities and the Real Property is served by all utilities necessary for the proper and lawful conduct and operation of the Business as currently conducted at such Real Property.  All Leases are set forth on Disclosure Schedule Section 3.07(a)-3.  Except as set forth on Disclosure Schedule Section 3.07(a)-4, none of Seller, the Company or any of the Company Subsidiaries (i) has received notice of any material violation of Law affecting the Owned Real Property, the Leases or the Company's or any Company Subsidiary's use thereof, (ii) is in default under any Lease or has Knowledge that an event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default of the Company or a Company Subsidiary as tenant thereunder, or permit the termination, modification or acceleration of rent under such Lease, (iii) within the past two (2) years, has received notice of material default under or termination of any Leases, (iv) has Knowledge of any current default by any third party under any Lease, and (v) has collaterally assigned or granted any other security interest in such Lease or any interest therein.  The Company has made available to Buyer true and correct copies of the Leases, together with all amendments, extensions, renewals, and guaranties thereto and true, accurate and complete summaries of the provisions of all oral Leases.

(b)

All of the Leases constitute legal, valid and binding obligations of the Company or the applicable Company Subsidiary and to Seller's Knowledge, the other parties thereto, except as enforceability may be limited by bankruptcy, insolvency or other law affecting creditor's rights generally, or by the availability of equitable remedies, and  are in full force and effect.

(c)

Within the past two (2) years, none of Seller, the Company or any of the Company Subsidiaries has received written notice of any existing plan or study by any Governmental Authority or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any Owned Real Property or Real Property Leases and Seller has no Knowledge of any such plan or study with respect to which it has not received written notice.  No Person has any right to acquire the interests, including by any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of, any of the Owned Real Property or any portion thereof or interest therein in.

(d)

Except as disclosed on Disclosure Schedule Section 3.07(d) and Disclosure Schedule Section 3.16, with respect to the Owned Real Property and Real Property Leases, all material improvements, installations, equipment and facilities utilized in connection with the business of each applicable Station, including material buildings, structures, studios, fixtures, towers and transmission equipment, are (i) to the Knowledge of Seller, located entirely on the Owned Real Property or Leased Real Property, (ii) maintained on the Owned Real Property or Leased Real Property in compliance in all material respects with all applicable material Laws or Permits, and (iii) in good operating condition and repair in all material respects for the uses for which they are currently employed (normal wear and tear excepted).

(e)

To the Knowledge of Seller, the Owned Real Property is in material compliance with all applicable material building, zoning, subdivision, health and safety and other land use Laws, including The Americans with Disabilities Act of 1990, as amended.

(f)

No easements or rights-of-way are required across the property of any adjoining landowner for the ownership, use or occupancy of each parcel of Owned Real Property or any portion thereof, or for ingress to or egress to a public street from each parcel of Owned Real Property or any portion thereof, except for easements or rights-of-way that are recorded among the land records of the County in which each parcel of Owned Real Property is located.

(g)

To the Knowledge of Seller, the current use and occupancy of the Owned Real Property and the operation of the Business as currently conducted thereon does not violate in any material respect any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement affecting such Owned Real Property or the Company's or any of the Company Subsidiaries' use and occupancy thereof.

(a)

Disclosure Schedule Section 3.08(a) sets forth complete and correct copies the unaudited and combined balance sheets of each of Grant Broadcasting System II, LLC, Huntsville Television Acquisition, LLC and Quad Cities Television Acquisition, LLC as of the Balance Sheet Date and the related unaudited and combined statements of income for the nine months ended Balance Sheet Date, and the audited and combined balance sheets of each of Grant Broadcasting System II, LLC, Huntsville Television Acquisition, LLC and Quad Cities Television Acquisition, LLC as of December 31, 2010, 2011 and 2012 and the related audited and combined balance sheets and combined statements of income of each of Grant Broadcasting System II, LLC, Huntsville Television Acquisition, LLC and Quad Cities Television Acquisition, LLC for each of the years ended December 31, 2010, 2011 and 2012 (the "Business Financial Statements").  The Business Financial Statements were prepared in accordance with the books and records of the Company and GAAP, consistently applied during the applicable periods and present fairly in all material respects the combined financial position of the Stations as of the applicable dates and the combined results of operations or cash flows of the Stations (except as may be indicated in the notes thereto), subject to the absence of statements of cash flows, other comprehensive income (loss), stockholders' equity (deficiency), and footnotes, for the periods covered by the Business Financial Statements.

(b)

Except as set forth on Disclosure Schedule Section 3.08(b), there are no liabilities, contingent or otherwise, of the Company or the Company Subsidiaries which would be required to be reflected or reserved against on a combined balance sheet of the Company and the Company Subsidiaries prepared in accordance with GAAP or the notes thereto, except (i) liabilities reflected or reserved against on the Business Financial Statements, (ii) liabilities incurred after September 30, 2013 in the ordinary course operation of the Stations, (iii) liabilities to be performed after the date hereof pursuant to the Contracts, or (iv) liabilities incurred pursuant to this Agreement.

(c)

As of the date hereof, all programming payables of the Company have been paid in the ordinary course or are not in excess of 90 days past due.

(a)

Except as disclosed in Disclosure Schedule Section 3.09(a), since the Balance Sheet Date, the Company and Company Subsidiaries have operated the Stations in the ordinary course of business consistent with past practices.

(b)

Since the Balance Sheet Date through the date hereof, and except as set forth in Disclosure Schedule Section 3.09(b) or as contemplated by this Agreement, there has not been in respect of the Business:

(i)

any Material Adverse Effect;

(ii)

any damage, destruction or loss, whether or not covered by insurance, with respect to any of its property and assets having a replacement cost of more than $100,000 per Market;

(iii)

(x) the entry into (including renewals or amendments to existing Contracts) or relinquishment of any individual Program Rights agreement with a term of one (1) year or more or that involves cash payments or cash receipts of $50,000 or more per year, or (y) the entry into (including renewals or amendments to existing Contracts) of any other agreement or commitment (other than advertising sales contracts for cash only) with a term of one (1) year or more or that involves cash payments or cash receipts of $50,000 or more per year, in the case of clause (x) or (y), other than agreements and commitments specifically contemplated by this Agreement;

(iv)

any material change in the programming policies of the Stations;

(v)

the creation or other incurrence by Seller or any of the Grant Entities of any Lien on any material asset of the Company or the Company Subsidiaries or the Shares other than Permitted Liens;

(vi)

any (x) with respect to any Employee or any director or individual who is an independent contractor of the Company or any Company Subsidiary, establishment of any Employee Plan or any amendment to any such existing plan, agreement, arrangement or program, (y) grant of any severance or termination pay to any such Employee, director or independent contractor or (z) increase the rate of compensation (including wages, employee benefits, salaries and bonuses) payable to any such Employee, director or independent contractor, except in each case, (A) as may be required by Law or existing Contracts or Employee Plans, (B) in the ordinary course of business consistent with past practices or (C) as would not impose on Buyer, the Company or any of the Company Subsidiaries any liability with respect thereto;

(vii)

any labor dispute, other than routine individual grievances, or any activity or proceeding by a labor union or representative thereof to organize any Employees, or any lockouts, strikes, concerted work stoppages or slowdowns, or threats thereof by or with respect to any Employees;

(viii)

any sale of Owned Real Property or other transfer, conveyance or termination of leasehold rights in, such Owned Real Property or Leases;

(ix)

notice from any sponsor or customer as to that sponsor's or customer's intention not to conduct business with the Stations;

(x)

any period of ten consecutive days or more during which any Station was off the air for any reason or a period of 15 days or more during which any operated with less than 80% of its authorized power;

(xi)

any change in any method of accounting or accounting practice by the Company except for any such change required by reason of a concurrent change in GAAP; or

(xii)

any agreement or commitment to do anything set forth in this Section 3.09(b).

(a)

Disclosure Schedule Section 3.12(a) contains a true and complete list of all FCC Licenses, including antenna structure registrations, and any waivers of the Communications Laws the Company or any Company Subsidiary has obtained from the FCC. The Company has made available true, correct and complete copies of the FCC Licenses and any waivers to Buyer, including any and all amendments and modifications thereto. Except as set forth in Disclosure Schedule Section 3.12, the FCC Licenses are validly held by the Company or the applicable Company Subsidiary and are in full force and effect and have not been revoked, suspended, canceled, rescinded or terminated and have not expired and no action or proceeding is pending or to Seller's Knowledge threatened before the FCC to revoke, refuse to renew or modify any FCC License.  Except as set forth in Disclosure Schedule Section 3.12, Seller is not aware of any act or omission that would reasonably be expected to result in a refusal by the FCC to renew the FCC Licenses for a full term and in the normal course upon the timely filing of a complete and properly executed renewal application.  Except as set forth on Disclosure Schedule Section 3.12, the FCC Licenses have been issued for the full terms customarily issued to a broadcast television station in the state in which the Stations' community of license is located, and the FCC Licenses are not subject to any condition except for those conditions appearing on the face of the FCC Licenses and conditions applicable to broadcast television licenses generally or otherwise disclosed in Disclosure Schedule Sections 3.12(a)-(d).

(b)

Except as set forth on Disclosure Schedule Section 3.12(b), none of the Company or the Company Subsidiaries has any applications pending before the FCC relating to the operation of the Stations.

(c)

Except as set forth on Disclosure Schedule Section 3.12, the Company and each Company Subsidiary, as applicable, (i) has operated, and is operating, the Stations in compliance with the Communications Laws and the FCC Licenses in all material respects, (ii) has timely filed all material registrations and reports required to have been filed with the FCC, (iii) has paid or caused to be paid all FCC regulatory fees due in respect of the Stations, and (iv) has completed or caused to be completed the construction of all facilities or changes contemplated by any of the FCC Licenses or construction permits issued to the Stations. To the Knowledge of Seller, where required, the antenna structures used in the operation of the Stations have received "no hazard" determinations and have been registered with the FCC, such registrations are accurate in all material respects and such antenna structures are operating in compliance with Law.

(d)

Except as set forth on Disclosure Schedule Section 3.12, there is not issued or outstanding, by or before the FCC, any order to show cause, notice of violation, notice of apparent liability, or order of forfeiture against Seller, the Company, any Company Subsidiary, the Stations or the Business.  Except as set forth in Disclosure Schedule Section 3.12, there are no applications, petitions, proceedings, or other actions or, to the Knowledge of Seller, complaints or investigations, pending or, to the Knowledge of Seller, threatened before the FCC relating to the Stations, other than proceedings affecting broadcast television stations generally. Except as set forth on Disclosure Schedule Section 3.12, none of Seller, the Company, the Company Subsidiaries or any Station, has entered into a tolling agreement or otherwise waived any statute of limitations relating to a Station during which the FCC may assess any fine or forfeiture or take any other action or agreed to any extension of time with respect to any FCC investigation or proceeding.

(e)

Seller is qualified under the Communications Laws to transfer the FCC Licenses (through sale of the Shares). To the Knowledge of Seller, and except as set forth on Disclosure Schedule Section 3.12, there is no fact or circumstance relating to any Station, the Company or any Company Subsidiary that would cause the FCC to deny the FCC Application or cause the FCC to impose a material condition or conditions on its granting the FCC Consent and no waiver or exemption, whether temporary or permanent of the Communications Laws is necessary for the FCC Consent to be obtained. Except as set forth on Disclosure Schedule Section 3.12, the Company has no reason to believe that the FCC Application might be challenged or might not be granted by the FCC in the ordinary course due to any fact or circumstance relating to the Company's or the Company Subsidiaries' operation of the Stations, the Company, the Company Subsidiaries or Seller.

(a)

Disclosure Schedule Section 3.13(a) contains a list of all retransmission consent or copyright indemnification agreements with MVPDs with more than 5,000 subscribers with respect to each Station as of the date of this Agreement. Except as set forth on Disclosure Schedule Section 3.13(a), the Company, the Company Subsidiaries or the Stations have timely made retransmission consent elections and entered into retransmission consent agreements with respect to each MVPD with more than 7,000 subscribers in the Markets. Except as set forth on Disclosure Schedule Section 3.13(a), since July 31, 2011, no such MVPD has provided written notice to Seller, the Company or any of the Company Subsidiaries of any signal quality issue or failed to respond to a request for carriage or to the Knowledge of Seller sought any form of relief from carriage of any Station from the FCC. Except as set forth on Disclosure Schedule Section 3.13(a), since July 31, 2011, none of Seller, the Company or any of the Company Subsidiaries has received any written notice of the intention of any headend with more than 1,500 subscribers covered by an MVPD in any Station's Market to delete such Station from carriage or to change such Station's channel position.

(b)

Disclosure Schedule Section 3.13(b) contains a list as of the date hereof, including the channel position where known, of the MVPDs that, to the Knowledge of Seller, carry each Station outside such Station's Market.

(a)

The Company has made available to Buyer a list, dated as of a date no earlier than five (5) days prior to the date of this Agreement, of all Employees, including the names, date of hire, current rate of compensation, employment status (i.e., active, disabled, on authorized leave and reason therefor), department, title, and whether full-time, part-time or per-diem. Such list is attached as Disclosure Schedule Section 3.14(a).

(b)

Except as set forth on Disclosure Schedule Section 3.05(a) there are no employment agreements between the Company and Employees or professional service contracts not terminable at will or written or oral contracts for the future employment of an employee of the Business.

(c)

Except as set forth in Disclosure Schedule Section 3.14(c), none of the Company, any Company Subsidiary or Station is subject to or bound by any labor agreement or collective bargaining agreement. To the Knowledge of Seller, there is no activity, and has not been any activity in the past three (3) years, involving any Employee seeking to certify a collective bargaining unit or engaging in any other organizational activity.

(d)

Except as set forth in Disclosure Schedule Section 3.14(d), (i) in the past three (3) years none of the Company or the Company Subsidiaries has engaged in any unfair labor practice before the National Labor Relations Board, any state labor relations board or any court or tribunal; (ii) there are no labor strikes, material labor disputes, concerted work stoppages or lockouts pending or, to the Knowledge of Seller, threatened; and (iii) there are no grievances, complaints or other legal proceedings pending, or to the Knowledge of Seller, threatened, against the Company or any of the Company Subsidiaries in connection with the employment of its Employees, except that would not reasonably be expected to result, individually or in the aggregate, in a material liability.   The Company and the Company Subsidiaries are in, for the last three (3) years have been in, compliance with all applicable labor and employment Laws, including those relating to equal employment, affirmative action, collective bargaining, wages and hours, vacations, workplace safety, immigration, layoffs, and the withholding and payment of employment taxes, except for any failure to comply that would not reasonably be expected to result, individually or in the aggregate, in a material liability.  Within the past three (3) years, no employee layoffs have occurred that could implicate the Worker Adjustment and Retraining Notification Act of 1988 or any similar state or local Law (collectively, the "WARN Act"), and no such layoffs will be implemented without advance notice to Buyer.

(a)

Disclosure Schedule Section 3.15(a) contains a complete and correct list of each Employee Plan.

(b)

Except as set forth on Disclosure Schedule Section 3.15(b), each of the Employee Plans has been and is maintained, funded, operated and administered in all material respects in compliance with its terms and Law, including the Code and ERISA.

(c)

Each Employee Plan that is intended to be qualified within the meaning of Section 401(a) of the Code has received a favorable determination letter or is entitled to rely on an opinion letter as to its qualification, and nothing has occurred that could reasonably be expected to adversely affect such qualification.

(d)

True and complete copies of each Employee Plan and the following documents (to the extent applicable) have been provided to Buyer: (i) the currently applicable plan documents and all amendments thereto for each Employee Plan, (ii) the three (3) most recently filed Form 5500 annual reports (with applicable attachments), (iii) the most recent Internal Revenue Service determination or opinion letter, (iv) the most recent summary plan description, (v) all related trust agreements, insurance contracts and other funding arrangements, and (vi) all material correspondence regarding the Employee Plans with any Governmental Authority.

(e)

None of the Company or any Company Subsidiary provides group health or life benefits following termination of employment or service, other than pursuant to Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code or by a comparable state law ("COBRA") and for which the beneficiary pays the entire cost of coverage.  The Company and each Company Subsidiary is in compliance with the requirements of COBRA.

(f)

None of the Company or any Company Subsidiary has any current or contingent liability or obligation under or with respect to a plan that is or was subject to Section 412 of the Code or Title IV of ERISA, multiemployer pension plan, multiple employer plan or multiple employer welfare benefit plan.  None of the Company or any Company Subsidiary has any current or contingent liability or obligation by reason of at any time being treated as a single employer under Section 414 of the Code with any other Person.  All material contributions, distributions and premium payments that are due with respect to each Employee Plan have been timely made or accrued.  There has been no prohibited transaction (as defined in Section 4975 of the Code or Section 406 of ERISA) or breach of fiduciary duty (as determined under ERISA) committed by the Company, any Company Subsidiary or any employee of the Company or any Company Subsidiary or, to the Seller's Knowledge, any other Person, with respect to any Employee Plan.  There are no investigations, actions, suits, audits, proceedings or other litigation pending or, to the Seller's Knowledge, threatened with respect to any Employee  Plan, other than  claims for benefits thereunder in the ordinary course.

(g)

Neither the execution and delivery of this Agreement nor the consummation of any of the transactions contemplated hereby (A) will result in a payment or benefit becoming due to any person under any Employee Plan or otherwise that will be an "excess parachute payment" within the meaning of Section 280G(b)(1) of the Code that is subject to the imposition of an excise tax under Section 4999 of the Code or (B) except for payments and benefits under the Phantom Stock Agreements and the Retention Bonus Letters, will give rise to any material liability under any Employee Plan.  Any Employee Plan subject to Section 409A of the Code and guidance thereunder is documented and operated in material compliance in all respects with Section 409A and the official guidance promulgated thereunder.

(a)

In the past four (4) years, no citation, written notice, request for information, order, complaint or penalty has been received, and, to the Knowledge of Seller, no Action has been brought by any Governmental Authority or any other Person, in each case, alleging a material violation of, or material liability under, any Environmental Laws at any Real Property owned, leased or operated by the Company or the Company Subsidiaries, except for those that have been fully and finally resolved with no continuing obligation on or to the Company or the Company Subsidiaries;

(b)

The Company and the Company Subsidiaries hold, and for the past four (4) years have held, all environmental permits, registrations or other authorizations necessary for the operation of the Business to comply with applicable Environmental Laws in all material respects and the Company and the Company Subsidiaries are, and for the past four (4) years have been, in material compliance with the terms of such permits issued pursuant to Environmental Laws;

(c)

The Company and the Company Subsidiaries are, and for the past four (4) years have been, in compliance with Environmental Laws in all material respects, including those relating to generation, storage, treatment, recycling, removal, cleanup, transport or disposal of Hazardous Materials;

(d)

Neither the Company nor any Company Subsidiary has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to any Hazardous Materials, or owned or operated any property or facility contaminated by any Hazardous Materials, including the Owned Real Property and Real Property Leases, in each case so as to give rise to any material liabilities or remedial obligations pursuant to any Environmental Laws.

(e)

To the Knowledge of Seller, neither the Company nor any Company Subsidiary has become subject to any liability of another Person relating to Hazardous Materials or Environmental Laws;

(f)

To the Knowledge of Seller, there have been no Releases of Hazardous Materials at, from, to, on or under any Real Property that give rise to any material affirmative reporting or cleanup obligation under Environmental Law;

(g)

To the Knowledge of Seller, there are no underground storage tanks at the Real Property, and none of the Company or any of the Company Subsidiaries utilize any underground storage tanks at the Real Property; and

(h)

Seller has furnished to Buyer copies of all environmental audits, reports or assessments relating to the past or current operations or facilities of the Business, in each case, which are in their possession or reasonable control.

(a)

The authorized capital stock of the Company consists solely of (i) 10,000 shares of Class A Common Stock, par value $0.01 per share, of which 100 shares are issued and are outstanding and owned by the Seller, and (ii) 10,000 shares of Class B Common Stock, par value $0.01 per share, of which 9,900 shares are issued and are outstanding and owned by the Seller.  The Shares are duly authorized, validly issued, fully paid and nonassessable and have not been issued in violation of, and are not subject to, applicable Laws or any preemptive or similar rights.

(b)

Except for this Agreement and as disclosed on Disclosure Schedule Section 3.21(b), there are no outstanding subscriptions, options, warrants conversion rights, rights of exchange, stock appreciation rights, phantom stock, rights of first refusal, call rights or other rights or agreements providing for the purchase, issuance or sale of any equity security or interests in the Company (collectively, "Stock Options") and the Company does not have any obligation to issue any Stock Option, convertible security or other such right.  All Stock Options have been granted in compliance in all material respects with all applicable Laws and any applicable equity plan, and no Stock Option has been granted with an exercise price less than the fair market value of such underlying stock on the date of grant. 

(c)

There are no voting trusts, investor agreements, proxies or other agreements or understandings in effect to which the Company or Seller is a party, or by which the Company or its capital stock is bound, with respect to the voting or transfer of the Company's capital stock other than approvals from lenders that were obtained prior to the execution of this Agreement.

(d)

None of Company or any Company Subsidiary, directly or indirectly, owns any joint venture interest, partnership interest, membership interest, capital stock or other equity or debt interest, Stock Option or security interest in. or has loaned money to, any Person other than the Company Subsidiaries (other than ordinary course employee advancements).

(a)

Seller has all power and necessary authority to enter into this Agreement and the Ancillary Agreements (to which Seller is or will be a party), to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including the conveyance and delivery to Buyer of free and clear title to the Shares.  No action on the part of Seller is necessary to authorize and approve the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements (to which it is or will be a party) and the consummation by Seller of the transactions contemplated hereby and thereby.

(b)

This Agreement has been, and the Ancillary Agreements (to which Seller is or will be a party) will be, duly executed and delivered by Seller. This Agreement (assuming due authorization, execution and delivery by the Buyer) constitutes, and each Ancillary Agreement (to which Seller is or will be a party) will constitute when executed and delivered by Seller, the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws affecting or relating to enforcement of creditors' rights generally and general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity).

(a)

The execution and delivery by Buyer of this Agreement and the Ancillary Agreements (to which Buyer will be a party), the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite action of Buyer and its directors and officers and do not require any further authorization or consent.

(b)

This Agreement has been, and each Ancillary Agreement (to which Buyer is or will be a party) will be, duly executed and delivered by Buyer, as the case may be. This Agreement (assuming due authorization, execution and delivery by Seller) constitutes, and each Ancillary Agreement (to which Buyer is or will be a party) will constitute when executed and delivered by Buyer, the legal, valid and binding obligation of Buyer, as the case may be, enforceable against Buyer, as the case may be,  in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws affecting or relating to enforcement of creditors' rights generally and general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity).

(a)

operate the Stations and the Business in compliance in all material respects with the Communications Laws, the FCC Licenses and all applicable Laws;

(b)

maintain all of the FCC Licenses in full force and effect and not cause or permit, or agree or commit to cause or permit, by act or failure to act, any of the FCC Licenses to expire or to be revoked, suspended or adversely modified, or take or fail to take any action that would cause the FCC or any other Governmental Authority to institute proceedings for the suspension, revocation or adverse modification of any of the FCC Licenses; and not change any Station's call letters;

(c)

not enter into any interference acceptance agreement with another FCC licensee that would reasonably be expected to result in electrical interference to a Station in excess of the applicable interference level permitted under the Communications Laws;

(d)

maintain its qualifications to hold the FCC Licenses with respect to each Station and not take any action that will materially impair such FCC Licenses or such qualifications, or cause the grant of FCC Consent to be materially delayed;

(e)

not sell, lease, license, abandon or otherwise dispose of or encumber the Shares or any of the Assets, except (i) pursuant to or in accordance with existing Contracts set forth on Disclosure Schedule Section 3.05(a), (ii) immaterial assets in the ordinary course of business consistent with past practices or (iii) unless replaced with similar items of substantially equal or greater value and utility in the aggregate;

(f)

operate the Business in the ordinary course consistent with past practices (except where such conduct would conflict with other paragraphs of this Section 6.01 or with Seller's other express obligations under this Agreement) and use commercially reasonable efforts to preserve substantially intact the relationships of the Company and the Company Subsidiaries, with their respective customers, suppliers, licensors, licensees, and distributors, including all goodwill;

(g)

promote the Stations and the programming of the Stations (both on-air and using third party media) in the ordinary course of business and consistent with past practice, taking into account inventory availability;

(h)

not make any change in any method of accounting or accounting practice utilized in the preparation of the Business Financial Statements, except for any such change required by reason of a concurrent change in GAAP;

(i)

maintain the Equipment in good operating condition and in conformity in all material respects with all applicable FCC technical regulations, ordinary wear and tear excepted;

(j)

maintain, in full force and effect, the material Intellectual Property owned by the Company and the Company Subsidiaries;

(k)

maintain the Real Property and not amend, modify, extend, renew or terminate any Lease (except the Excluded Real Property Lease) and not enter into any new lease, sublease, license or other agreement for the use or occupancy of any real property;

(l)

not (i) terminate the employment of the Station general manager or terminate any other Employee, excluding any terminations for \"cause" as reasonably determined by Seller, (ii) enter into any employment agreement with an Employee providing for annual compensation in excess of $50,000 or a term of more than one (1) year, (iii) grant any equity-based incentive awards, (iv) increase the base wages or other compensation or benefits of any Employee, except such increases in the ordinary course of business consistent with past practice, and in no event increase employee compensation (including base salary and bonus or incentive compensation or hourly wage) in excess of 2% per employee per annum, (v) modify any severance policy applicable to any Employee that would result in any increase in the amount of severance payable to any such employee (or would expand the circumstances in which such severance is payable); (vi) enter into any severance agreement, (vii) enter into any labor, or union agreement or plan without Buyer's consent which, in addition to not being unreasonably withheld, conditioned or delayed, shall be provided consistent with Seller's legal obligations, including its good faith bargaining obligations; provided, however, Seller shall notify Buyer promptly of all such bargaining and allow Buyer to give Seller its input with respect to any negotiations, subject to Seller's good faith bargaining obligations, (viii)  adopt, enter into or become bound by any new Employee Plan, or adopt any amendment to or terminate any Employee Plan, except (x) to comply with applicable Laws, (y) as contemplated by this Agreement or (z) in the ordinary course of business, consistent with past practice, without any additional material post-Closing liability to any of the Company, the Company Subsidiaries or Buyer (including, specifically, but without limitation, changes to Employees' incentive compensation such as commission arrangements);

(m)

not communicate to any Employee any information regarding the prospective terms and conditions of his or her employment after Closing beyond the terms expressly stated in this Agreement or otherwise already communicated to such Employee by Buyer or its representatives;

(n)

not enter into, amend or become obligated under, any agreement or commitment, except for: (y) any individual Program Rights agreement with a term of one (1) year or less or that involves cash payments or cash receipts of $52,000 or less after the Closing; and (z) any other agreement or commitment (other than advertising sales contracts for cash only) with a term of one (1) year or less or that involve cash payments or cash receipts of $15,000 or less per year after the Closing; provided, however, that in no event may the Company or any of the Company Subsidiaries enter into such other agreements or commitments that in the aggregate involve cash payments or cash receipts of $250,000 or more after the Closing;

(o)

not enter into or agree or commit to enter into any new Tradeout Agreement relating to any Station with a value in excess of $10,000, and, $100,000 in the aggregate for all such new Tradeout Agreements, prior to Closing that will not be fully performed prior to the Closing;

(p)

make any guarantee of commercial ratings other than in the ordinary course of business consistent with past practice;

(q)

utilize the Program Rights only in the ordinary course of business consistent with past practices and not sell or otherwise dispose of any such Program Rights;

(r)

promptly notify Buyer of any attempted or actual collective bargaining organizing activity with respect to the applicable Employees that Seller has Knowledge of;

(s)

not make or agree or commit to make any capital expenditure greater than $50,000 in connection with any particular project relating to a Station;

(t)

keep in full force and effect insurance comparable in amount and scope of coverage to that now maintained;

(u)

not enter into or become obligated under any new Contract which would be required to be listed on Disclosure Schedule Section 3.05(a) by virtue of Section 3.05(a) hereof or amend, modify, terminate or waive any material right under any Material Contract (including any Lease or employment Material Contract), other than as expressly permitted hereunder or as set forth in Section 6.01(n);

(v)

timely make retransmission consent elections with all MVPDs located in or serving the Stations' Markets;

(w)

not enter into any retransmission consent agreements with respect to any MVPD with more than 1,000 subscribers;

(x)

pay accounts payable and collect accounts receivable of the Business in the ordinary course of business;

(y)

not sell, transfer or assign the Shares or permit to exist any Lien upon the Shares (other than Permitted Liens), or issue, sell or grant any subscription, option, warrant, conversion right, or right of exchange or other agreement providing for the purchase, issuance or sale of any equity interest in the Company or any of the Company Subsidiaries;

(z)

not (i) make any acquisition (including by merger, consolidation or acquisition of stock) of the capital stock or a material portion of the assets of any third party; (ii) dissolve, liquidate, merge or consolidate with any other entity; (iii) not adopt a plan of liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization or adopt or propose any change in any of the Organizational Documents of the Company or any Company Subsidiary;

(aa)

not permit any Grant Entity to change any election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or take any other similar action, or omit to take any action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action or omission would have the effect of increasing the present or future Tax liability or decreasing any present or future Tax benefit of the Company;

(bb)

not compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy of any Grant Entity for an amount in excess of $100,000 (provided such amounts are paid prior to Closing), except in the ordinary course of business;

(cc)

not issue or sell (i) any capital stock; (ii) any Stock Options or other rights, agreements or commitments obligating the Company to issue, deliver or sell any of its capital stock or any other security or any right exercisable for or convertible or exchangeable into such capital stock or (iii) declare, set aside, make or pay any stock dividend or other distribution in stock in respect of any of its capital stock or other equity interests;

(dd)

not agree or commit, whether in writing or otherwise, to take any actions inconsistent with the foregoing clauses; and

(ee)

pay programming payables in the ordinary course of business, consistent with past custom and practice and, in any event, no later than 90 days.

(a)

Subject to applicable Laws relating to the exchange of information, between the date of this Agreement and the Closing Date, upon reasonable advance notice, the Company shall (i) give Buyer, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to the Company's and the Company Subsidiaries' key employees (including the president and the chief financial officer of the Company), and the offices, properties, books and records maintained by the Company or any of the Company Subsidiaries that are related to the operation of the Stations including reasonable access reasonably necessary to allow Buyer (A) to implement payroll, benefits, financial reporting, accounts receivable, accounts payable and similar functions immediately after Closing and (B) to reasonably facilitate the transition of the Business, including facilities, operations and applicable Business data, to Buyers upon and effective as of the Effective Time, (ii) as promptly as practicable after the end of each month after the date of this Agreement, furnish to Buyer (A) a monthly balance sheet relating to the combined operations of Grant Broadcasting System II, LLC, Huntsville Television Acquisition, LLC and Quad Cities Television Acquisition, LLC (without any allocations or adjustments reflected on the balance sheets included in the Business Financial Statements) and the related statement of operations and (B) monthly profit and loss statements for Grant Broadcasting System II, LLC, Huntsville Television Acquisition, LLC and Quad Cities Television Acquisition, LLC and (iii) instruct its key employees, counsel and financial advisors of Seller to cooperate with Buyer in its activities and access pursuant to this Section 6.02(a); provided, however, that Buyer's access pursuant to (i) shall be with Seller's prior written consent (not to be unreasonably withheld or delayed) and Seller shall have the right to have a representative present at all times.  All such requests for access shall be directed to the President of the Company or his designee. Buyer's activities and access pursuant to this Section 6.02(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of the Business or any of the businesses or operations of the Company or any of the Company Subsidiaries or Affiliates. None of the Company or any of the Company Subsidiaries shall be obligated to provide such access or information if the Company determines, in its reasonable judgment, that doing so would violate applicable Law, jeopardize the protection of an attorney-client privilege or expose Seller, the Company or the Company Subsidiaries to liability for disclosure of personal information. Until the Closing, the information provided will be subject to the terms of the Confidentiality Agreement and, without limiting the generality of the foregoing, Buyer shall not, and shall cause its representatives not to, use such information for any purpose unrelated to the consummation of the transactions contemplated hereby.

(b)

For a period of one (1) year after the Closing Date, Seller will hold, and will use their commercially reasonable efforts to cause its respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of Law, any confidential documents and information concerning the Stations and the Business held by the Seller following the Closing.

(c)

On and after the Closing Date, Seller will promptly afford to Buyer and its agents reasonable access to any books of account, financial and other records (including accountant's work papers) concerning the Stations and the Business and held by the Seller following the Closing, information, employees and auditors to the extent necessary for Buyer in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the Stations.

(d)

After Closing, Buyer shall cooperate with Seller and Seller's representatives in the investigation, defense or prosecution of any action which is pending or threatened against Seller, the Company, the Company Subsidiaries or their Affiliates with respect to the Stations, Seller, the Company or any of the Company Subsidiaries, whether or not any party has notified the other of a claim for indemnification with respect to such matter. Without limiting the generality of the foregoing, Buyer shall make available its employees to give depositions or testimony and shall preserve and furnish all documentary or other evidence that Seller or Seller's representatives may reasonably request.

(a)

Title Commitments.  Between the date of this Agreement and the Closing Date, if required by Buyer, the Company will use commercially reasonable efforts to cooperate with Buyer to obtain a commitment for an ALTA Owner's Title Insurance Policy 2006 Form B (or other form of policy reasonably acceptable to Buyer and Seller) for each Owned Real Property, issued by a title insurance company reasonably satisfactory to Buyer (the "Title Company"), together with photocopies of all recorded items described as exceptions therein (the "Title Commitments"), committing to insure fee simple title in Buyer to each parcel of Owned Real Property (collectively, the "Commitment Properties"), subject only to Permitted Liens; provided that neither Seller nor the Company shall be required to incur any cost, expense or liability in connection with such cooperation.  The Company shall use its commercially reasonable efforts to assist Buyer in obtaining the Title Commitments, Title Policies and Surveys within the time periods set forth herein, including, without limitation, removing from title any liens or encumbrances which are not Permitted Liens.  Not later than the Closing, the Title Company shall have issued policies of title insurance with respect to each of the Commitment Properties in accordance with the Title Commitments, insuring the Company's fee simple title to each Owned Real Property (including all recorded appurtenant easements insured as separate legal parcels) with gap coverage from the Company through the date of recording, subject only to Permitted Liens, in such amounts as Buyer reasonably determines to be the value of the Real Property insured thereunder (the "Title Policies").  If Buyer notifies the Company within 60 days after the date of this Agreement of (1) any Lien (other than a Permitted Lien) or (2) other matter that prevents legal access to any Commitment Property, that in any such case would reasonably be expected to result in a Material Adverse Effect (each, a "Title Defect"), the Company will exercise commercially reasonable efforts to, at Seller's election, remove such Title Defect, or cause the Title Company to commit to insure over each such Title Defect prior to the Closing.  Each Party will deliver such reasonable affidavits and other customary closing documents as are reasonably required by the Title Company in order to issue Title Policies or to delete or insure over any Title Defects; provided, however, it shall be reasonable for Seller and/or the Company to refuse to execute and deliver (i) non-standard certifications and other forms requested by the Title Company and/or Buyer; and/or (ii) any instrument or affidavit to the extent such instrument or affidavit would expand the representations and warranties of the Company in Section 3.07 hereof or Seller's obligations, if any, to indemnify the Buyer Indemnified Parties for a breach of such representations or warranties pursuant to this Agreement, and any exceptions resulting therefrom in the Title Commitments shall not constitute or be deemed a failure by Seller nor the Company to satisfy their obligations under this Section 6.03 with respect to the deliverable condition of the Title Commitments.  Buyer shall pay all fees, costs and expenses with respect to the Title Commitments and Title Policies; provided, however, Seller shall be solely responsible for all fees, costs and expenses associated with the cure of, or Title Company's insurance over, any Title Defect (which amounts, for further clarity, shall be included in Transaction Indebtedness to the extent not paid prior to the Closing).  Notwithstanding anything to the contrary set forth in this Section 6.03(a), solely with respect to the property listed on Disclosure Schedule Section 3.07(a-1) and located in Henry County, Illinois¸ if prior to the Closing Buyer becomes aware of any Lien on such property (including a Permitted Lien) that is not acceptable to Buyer, determined in its sole discretion, then Buyer may elect (by delivering written notice to the Company prior to the Closing) to cause the Company to sell, assign, transfer, convey and deliver all right, title and interest in and to such property to Seller or another third party (determined in the Company's sole discretion) prior to the Closing such that the property is effectively "excluded" from the transactions contemplated by this Agreement, in which case Seller shall be responsible for all costs, expenses, Taxes, claims or other charges related thereto; provided, that the exclusion of such property from the transactions contemplated by this Agreement pursuant to this sentence shall not result in any adjustment to the Purchase Price.

(b)

Surveys.  If required by Buyer's lender or the Title Company, the Company will use commercially reasonable efforts to cooperate with Buyer to obtain a survey for each Commitment Property, dated no earlier than the date of this Agreement, prepared by a licensed surveyor reasonably satisfactory to Buyer, and conforming to 2011 ALTA/ACSM Minimum Detail Requirements for Urban Land Title Surveys, including Table A Items Nos. 1, 2, 3, 4, 6, 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(b), 13, 14 15 and 16, and such other standards as the Title Company may reasonably require as a condition to the removal of any survey exceptions from the Title Policies, and certified to Buyer, Buyer's lender and the Title Company, in a form reasonably satisfactory to each of such parties (the "Surveys"); provided, with respect to Item No 6, neither Seller nor the Company shall be liable for (nor shall they provide) a zoning letter or zoning opinion with respect to the current zoning classification.  The Surveys shall be completed within 60 days after the date of this Agreement, and not disclose any Survey Defect which has not been cured or, provided the Title Company will issue a further assurance endorsement with respect to such defect, insured over to Buyer's reasonable satisfaction prior to the Closing.  A "Survey Defect" means an encroachment from or onto any of the Real Property or any portion thereof or any other survey defect, other than a Permitted Lien, and which in any such case results or would reasonably be expected to result in a Material Adverse Effect.  Buyer shall pay all fees, costs and expenses with respect to the Surveys.

(a)

Phase I Investigations. Within 45 days from the date of this Agreement (the "Phase I Time Period"), Buyer shall have the right, at its sole cost and expense, to engage an environmental consulting firm (the "Environmental Consultant") and to conduct and complete a Phase I Environmental Site Assessment and Compliance Review, as such terms are commonly understood (a "Phase I Environment Assessment"), with respect to the Owned Real Property, provided such assessment shall not include any soil, groundwater or air sampling or other intrusive investigation unless permitted by Seller in its sole discretion, and shall be conducted only (i) during regular business hours, (ii) with no less than three (3) Business Days prior written notice to Seller, and (iii) in a manner which will not unduly interfere with the operation of the Stations or the Grant Entities or the use of, access to or egress from the Real Property.

(a)

Within ten (10) Business Days after the date of this Agreement, Buyer and Seller shall jointly file an application or applications with the FCC (collectively, the "FCC Application") requesting FCC Consent to the transfer of control of the Company and the Company Subsidiaries from Seller to Buyer, and Seller and Buyer shall diligently prosecute the FCC Application and otherwise use their reasonable best efforts to obtain the FCC Consent as soon as possible.  Buyer and Seller shall each pay one-half (1/2) of the filing fees assessed by the FCC relating to the transactions contemplated hereby, irrespective of whether the transactions contemplated by this Agreement are consummated.

(b)

Buyer and Seller each shall oppose any petitions to deny or other objections filed with respect to the FCC Application to the extent such petition or objection relates to such party.  Neither Buyer nor Seller shall take any intentional action that would, or intentionally fail to take such action the failure of which to take would reasonably be expected to have the effect of materially delaying, or result in the failure to obtain, the receipt of the FCC Consent.  Buyer shall diligently prosecute any waiver requests or exemptions, whether temporary or permanent, of the Communications Laws necessary for the FCC Consent to be obtained.

(c)

The Company or the appropriate Company Subsidiary shall promptly enter into customary tolling or other arrangements if necessary and requested by the FCC to resolve any complaints with the FCC relating to any of the FCC Licenses. If the Closing shall not have occurred for any reason within the original effective period of the FCC Consent, and neither party shall have terminated this Agreement under Section 12.01, Buyer and Seller shall jointly request an extension of the effective period of the FCC Consent. No extension of the FCC Consent shall limit the right of either party to exercise its rights under Section 12.01.

(d)

FCC Application Waivers.

(e)

The Company or Company Subsidiary previously has filed applications for the renewal of the FCC Licenses (a "Renewal Application") and the Company or the appropriate Company Subsidiary shall prosecute with the FCC such Renewal Application in accordance with this Section 8.01(e) hereof.  If the FCC Application is granted by the FCC subject to a renewal condition, then, without limitation of Sections 8.01(a) the term "FCC Consent" shall be deemed to also include the satisfaction of such renewal condition.  Subject to the indemnification obligations set forth in Section 13.03(a)(iii), to avoid disruption or delay in the processing of the FCC Application or any portion thereof, Buyer agrees, as part of the FCC Application, to request that the FCC apply, to the extent necessary and appropriate, its policy permitting the transfer of control of FCC licenses involving multiple stations to proceed, notwithstanding the pendency of one or more Renewal Applications (the "FCC Renewal Policy").  Subject to the indemnification obligations set forth in Section 13.03(a)(iii), Buyer shall make such representations and agree to such undertakings as are required to be made to invoke the FCC Renewal Policy, including undertakings to assume, as between the parties and the FCC, the position of the applicant before the FCC with respect to any pending Renewal Application and to assume the corresponding regulatory risks relating to any such Renewal Application.  Buyer acknowledges that, to the extent reasonably necessary to expedite grant by the FCC of any Renewal Application and thereby to facilitate grant of the FCC Application, the Company or the appropriate Company Subsidiary, without regard to the application of the FCC Renewal Policy, shall be permitted to enter into tolling, assignment and assumption or similar agreements with the FCC to extend the statute of limitations for the FCC to determine or impose a forfeiture penalty against the Stations in connection with (i) any pending complaints that the Stations aired programming that contained obscene, indecent or profane material, or (ii) any other enforcement matters against the Stations with respect to which the FCC may permit the Company or appropriate Company Subsidiary to enter into a tolling agreement; and, if and to the extent required by the FCC, Buyer agrees to become a party to and to execute such agreements subject to Seller's agreement to separately indemnify Buyer for all such obligations.  Buyer and the Company shall consult in good faith with each other prior to the Company or appropriate Company Subsidiary entering into any such tolling agreement under this Section 8.01(e).

(f)

In connection with their obligations pursuant to this Section 8.01 with respect to pursuing the FCC Consent, Buyer, the Company and Seller shall (i) keep each other informed in all material respects and on a reasonably timely basis of any material communication received by such party from, or given by such party to, any governmental agency and of any material communication received or given in connection with any Action by a private party, in each case with respect to this Agreement, the Stations or the transactions contemplated hereby, (ii) notify each other of all documents filed with or received from any governmental agency with respect to this Agreement, the Stations or the transactions contemplated hereby, (iii) furnish each other with such information and assistance as the other may reasonably request in connection with their preparation of any governmental filing hereunder and (iv) cooperate in all respects with each other in connection with any filing or submission with a governmental agency in connection with the transactions contemplated by this Agreement and in connection with any investigation or other inquiry by or before any governmental agency relating to this Agreement, the Stations or the transactions contemplated hereby, including any Action initiated by a private party. Subject to applicable laws relating to the exchange of information, each of Buyer, the Company and Seller shall have the right to review in advance, and to the extent practicable each will consult with the other on, all information relating to the other party or parties, as the case may be, and their respective Affiliates, that appears in any filing made with, or written materials submitted to, any third party and/or any governmental agency with respect to this Agreement, the Stations or the transactions contemplated hereby.

(a)

any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement;

(b)

in the case of Seller or the Company, (i) the occurrence or non-occurrence of any event which, to Knowledge of Seller, has caused any representation or warranty made by the Seller or the Company herein to be untrue or inaccurate in any material respect at any time on or after the date hereof and prior to the Closing and (ii) any material failure on the part of Seller or the Company to comply with or satisfy any covenant or agreement set forth herein to be complied with or satisfied by Seller or the Company hereunder on or after the date hereof and prior to the Closing;

(c)

in the case of Buyer, (i) the occurrence or non-occurrence of any event which, to its knowledge, has caused any representation or warranty made by it herein to be untrue or inaccurate in any material respect at any time on or after the date hereof and prior to the Closing and (ii) any material failure on the part of Buyer to comply with or satisfy any covenant, condition or agreement set forth herein to be complied with or satisfied by Buyer hereunder on or after the date hereof and prior to the Closing;

(d)

(i) the commencement of any proceeding before the FCC or any other Governmental Authority involving any of the FCC Licenses, other than proceedings or litigation of general applicability to the television broadcasting industry that do not have a disproportionate impact on the Grant Entities or the Stations as compared with other broadcast television stations generally, and (ii) the receipt of written communications from the FCC regarding the Stations or the FCC licenses; and

(e)

any Damaged Asset having a book value, or replace or repair cost, of at least $50,000.

(a)

Notwithstanding anything to the contrary contained in this Agreement, Seller and its Affiliates may retain and use, at their own expense, copies of all documents or materials transferred hereunder, in each case, which (i) Seller or any of its Affiliates in good faith determines it is reasonably likely to need access to in connection with the defense (or any counterclaim, cross-claim or similar claim in connection therewith) of any suit, claim, action, proceeding or investigation against or by Seller or any of its Affiliates pending or threatened as of the Closing Date, or (ii) Seller or any of its Affiliates in good faith determines it is reasonably likely to need access to in connection with any filing, report, or investigation to or by any Governmental Authority.

(b)

Notwithstanding anything to the contrary contained in this Agreement, for a period of three (3) years after the Closing Date, Seller shall maintain, and provide Buyer and its representatives reasonable access to, those records of Seller, if any, that relate to the Stations that relate to periods prior to the consummation of the Closing, during normal business hours and on at least ten (10) Business Days' prior written notice (or such shorter time period as necessitated by the urgency of the underlying facts and circumstances). If Seller shall desire to dispose of any of such books and records prior to the expiration of such three-year period in accordance with the record retention policies of Seller then in effect, Seller shall, prior to such disposal, give Buyer a reasonable opportunity, at Buyer's expense, to segregate and remove such books and records as Buyer may select, subject to destruction of correspondence and other similar documents in the ordinary course, in accordance with customary retention policies and applicable Law.

(a)

Not later than five (5) Business Days prior to the Closing, the Seller will provide an updated Disclosure Schedule Section 3.14(a), which will also include for each Employee listed thereon, such Employee's accrued vacation and sick pay, vehicle usage, severance or other perquisites.

(b)

For a period of twelve (12) months following the Closing Date (or, if earlier, the date of termination of the relevant Employee), Buyer shall provide or cause to be provided to  each Employee (i) base cash compensation that is comparable to the base cash compensation provided to such individual by the Company or Company Subsidiary as of the date hereof and (ii) benefits (excluding any nonqualified retirement or equity-based benefits) that are no less favorable than those benefits provided to similarly situated employees of Buyer; provided, however, on the Closing Date, Buyer shall assume all liabilities arising out of, or attributable to, any period of time after the Effective Time, with respect to any employment contracts existing as of the date hereof (other than with respect to those employees listed on Disclosure Schedule Section 1.01 whose severance and/or any other obligations are the exclusive liability of Seller) or entered into hereafter in accordance with Section 6.01.  Nothing in this Agreement shall be construed to limit the ability of Buyer or any of its Affiliates (including, following the Closing, the Company or the Company Subsidiaries) to change any term or condition of employment, except for such changes that are inconsistent with Buyer's obligations as set forth in this Section 9.01, or to terminate the employment of any Person (including any Employee) at any time and for any or no reason.  Notwithstanding the foregoing, unless otherwise provided under the terms of an employment contract, each Employee shall be employed by Buyer on an at will basis and nothing shall prohibit Buyer from terminating the employment of any such Employees at any time after the Effective Time or changing any terms and conditions of employment related to such Employees at any time, except for such changes that are inconsistent with Buyer's obligations as set forth in this Section 9.01.

(c)

Nothing in this Section 9.01 or any other provision of this Agreement shall (i) create or confer any right of employment or continued employment or any particular term or condition of employment for any Person, (ii) be construed to establish, amend, or modify any benefit or compensation plan, program, agreement or arrangement, (iii) prohibit or limit the ability of Buyers or any of their Affiliates (including, following the Closing, any of the Grant Entities) to amend, modify, or terminate any benefit or compensation plan, program, agreement, or arrangement at any time assumed, established, sponsored or maintained by any of them.  To the extent permitted by Law and the terms of the applicable plans, Buyer shall cause the Company or the Company Subsidiaries to give Employees full credit for purposes of eligibility waiting periods and vesting and level of benefits (other than benefit accrual under a defined benefit pension plan) under the  401(k) plan, vacation and leave policies and severance practices maintained by the Buyer or its Affiliates in which such Employees participate for such Employees' service with the Company or the Company Subsidiaries to the extent credited for the same purpose under a similar Employee Plan prior to the Effective Time, and except as would result in any duplication of benefits or compensation.

(a)

Seller shall indemnify Buyer and its Affiliates and hold them harmless from and against: (i) all Taxes imposed on the Company or any of the Company Subsidiaries for all Pre-Closing Tax Periods, (ii) with respect to any Straddle Period, all Taxes imposed on the Company or any of the Company Subsidiaries attributable to the portion of such Straddle Period that ends on and includes the Closing Date, and (iii) other expenses (including, without limitation, reasonable expenses of investigation and reasonable attorneys' and accountants' fees and expenses in connection with any action, suit or proceeding) actually incurred, suffered or accrued at any time by Buyer or its Affiliates arising out of or attributable to any breach of the representations under Section 3.19; provided, however, that Seller shall not be liable for the foregoing Taxes to the extent such Taxes are taken into account in determining an adjustment to the Purchase Price pursuant to Article II, and, provided, further, that Seller shall not indemnify or hold harmless Buyer or any of its Affiliates from and against any Taxes arising from or attributable to (x) any action or transaction outside the ordinary course of business taken with respect to the Company or any of the Company Subsidiaries and/or its assets or business on the Closing Date but after Closing, or (y) any elections (including an election made under Section 338 of the Code or any comparable provision under an applicable law) made by Buyer or its Affiliates after Closing.

(b)

Buyer shall indemnify Seller and its Affiliates and hold them harmless from and against any Taxes imposed on or with respect to the Company or any of the Company Subsidiaries for which Seller is not liable under this Agreement.

(c)

The amount of any Tax that is attributable to the portion of a Straddle Period that ends on and includes the Closing Date shall: (i) in the case of a Tax based on or measured by income, receipts or transactions, or other event-specific Taxes, be determined based on an interim closing of the books of the Company and the Company Subsidiaries as of the close of business on the Closing Date, and (ii) in the case of other Taxes, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period ending on and including the Closing Date and the denominator of which is the total number of days in the Straddle Period.  All determinations necessary to give effect to the foregoing allocation shall be made in a manner consistent with the past practice of the Company and the Company Subsidiaries.

(d)

Seller shall be responsible for the preparation and timely filing of all Tax Returns of the Company and each of the Company Subsidiaries that are due (taking into account requests for extensions to file such returns) on or before the Closing Date.  Seller shall be responsible for the contents of the foregoing Tax Returns and for the payment of all Taxes due on or before the Closing Date with respect thereto.

(e)

Buyer shall be responsible for the preparation and timely filing of all Tax Returns of the Company and each of the Company Subsidiaries that are required to be filed after the Closing Date.  In the case of any such Tax Return(s) that include Pre-Closing Tax Periods (including for avoidance of doubt, Straddle Periods), then at least thirty (30) days prior to filing any such Tax Return(s), Buyer shall provide Seller with (i) a draft of such Tax Return and (ii) a statement of any Taxes owed in connection with the filing of such Tax Return and Seller's share thereof.  Seller shall be entitled to review and comment on any such Tax Return before it is filed, Buyer shall make such changes to such Tax Return as Seller may reasonably request, and Buyer shall not file such Tax Return without Seller's consent, which consent shall not be unreasonably withheld or delayed.  In the event Seller objects to a Tax Return pursuant to its consent rights, and the parties cannot resolve the objection, a filing extension shall be obtained and the matter shall be resolved by an independent accounting firm agreed upon by the parties.  If there are no unresolved objections, then, to the extent applicable, at least two (2) days prior to the due date for filing such a Tax Return, Seller shall deliver to Buyer the funds required for the payment of those Taxes due with respect to such Tax Return that are the responsibility of Seller under this Agreement, but for the avoidance of doubt, only to the extent that such Taxes were not taken into account in determining an adjustment to the Purchase Price pursuant to Article II.  All Tax Returns of the Company or any of the Company Subsidiaries for any Pre-Closing Tax Period or Straddle Period shall be prepared and filed in a manner consistent with the past practice of the Company, unless otherwise required by Law.  Buyer shall also be responsible for the preparation and timely filing of all Tax Returns of the Company or any of the Company Subsidiaries for any Post-Closing Tax Period and for the payment of all Taxes due with respect thereto.

(f)

The Parties shall cooperate fully, as and to the extent reasonably requested by another Party, in connection with the filing of Tax Returns pursuant to this Section 10.04 and any Tax Proceeding (as defined below) with respect to Taxes.  Such cooperation shall include the provision by Seller, the Company, any of the Company Subsidiaries or Buyer, as the case may be, to another Party any reasonably requested power of attorney with respect to Tax Returns or Tax Proceedings involving the Company or any of the Company Subsidiaries in order to carry out the agreements set forth in this Section 10.04.  The Parties further agree (after Closing): (i) to retain all books and records with respect to Tax matters pertinent to the Company or any of the Company Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the other Party, any extensions thereof) of the respective taxable periods, (ii) upon another Party's request, to give such other Party access to such books and records which are reasonably relevant to a Tax Proceeding or Tax Return involving the Company or any of the Company Subsidiaries and to make employees and personnel available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, (iii) to abide by all record retention agreements entered into with any Governmental Authority, and (iv) to give the other Parties reasonable written notice prior to transferring, destroying or discarding any such books and records, and, if another Party so requests, to allow the other Party within a reasonable time to take possession of such books and records to the extent they would otherwise be destroyed or discarded.

(g)

Buyer agrees that it shall not amend (or cause or permit the Company or the Company Subsidiaries to amend) any Tax Return of the Company or any of the Company Subsidiaries for any taxable period beginning before the Closing Date without the prior written consent of Seller, which consent shall not be unreasonably withheld.

(h)

Seller shall be entitled to receive any refunds or credits of any Taxes previously paid by or on behalf of the Company or the Company Subsidiaries for Pre-Closing Tax Periods (including any interest in respect thereof).  Buyer shall cause the amount of any refunds or credits of Taxes previously paid by or on behalf of the Company or the Company Subsidiaries for Pre-Closing Tax Periods (including interest) that are received by or credited to Buyer or its Affiliates after the Closing Date, to be paid to Seller within ten (10) Business Days following such receipt or crediting.  Notwithstanding the foregoing, Seller shall not be entitled to any refund received as a result of a loss carryback from a Post-Closing Tax Period other than a loss carryback attributable to deduction of an expense that is a Transaction Indebtedness.  In addition, at the request of Seller, Buyer shall (and shall cause its Affiliates and the Company and the Company Subsidiaries to) cooperate with Seller (at Seller's expense) in seeking any Tax refunds or credits that would be payable to Seller pursuant to this Section 10.04(h) and in claiming any deductions for the amounts paid by the Company and the Company Subsidiaries under the Phantom Stock Agreements.  For purposes of the foregoing, any liability of the Company or any of the Company Subsidiaries for Taxes that have been accrued as a liability for purposes of computing Net Working Capital and reduced the Purchase Price shall be treated as a refunded Tax amount on the date on which such liability is eliminated from the GAAP balance sheet of the Company to the extent that such elimination occurs other than by reason of payment of such Tax liability by or on behalf of the Company or any of the Company Subsidiaries.

(i)

After Closing, any Party shall promptly deliver to the other Parties any notice received by such Party (or by an Affiliate thereof) from any Governmental Authority relating to Taxes for which such other Party is or may be liable under this Agreement, including, for the avoidance of doubt, any notice relating to, or which could result in, a claim for indemnification pursuant to Section 10.04(a) or otherwise under this Agreement.  To the extent that a Party's failure to provide such notice materially prejudices another Party's ability to defend the claim or dispute that is the subject of such notice, then such other Party's indemnification obligations shall be null and void with regard to such claim or dispute.

(j)

Seller shall have the right to conduct and control any audit, examination, litigation or other proceeding with respect to Taxes (a "Tax Proceeding") involving the Company or any of the Company Subsidiaries to the extent it relates to any Pre-Closing Tax Period, provided, however, that Seller will not, without the written consent of Buyer, which consent shall not be unreasonably withheld or delayed, settle or compromise any such Tax Proceeding in a manner that would have the effect of increasing the Taxes of the Company or any of the Company Subsidiaries in a Post-Closing Tax Period.  Buyer shall have the right to participate in such proceeding at its own expense.  In the case of any Tax Proceeding relating to a Straddle Period:  (i) the Party with the greatest amount of potential liability at stake shall have the right to control such proceeding, (ii) the non-controlling Parties shall have the right to participate in such proceeding at their own expense and to consent, which consent shall not be unreasonably withheld or delayed, to any settlement or compromise thereof to the extent such settlement or compromise would have the effect of increasing the Taxes imposed on such Party (including by reason of indemnification).

(k)

Except as otherwise provided in this Section 10.04, any amounts owed by one Party to another Party pursuant to this Section 10.04 shall be paid within two (2) Business Days of notice from the Party entitled to receive such payment.

(l)

The obligations of the parties under this Section 10.04 shall survive the Closing until sixty (60) days after the expiration of all applicable statutes of limitations.

(a)

No provision of any applicable Law and no Governmental Order shall prohibit the consummation of the Closing.

(b)

The FCC Consent shall have been granted, shall be in full force and effect and shall be a Final Order.

(a)

The representations and warranties of Buyer made in this Agreement shall be true and correct as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date) as of the Closing Date as though made on and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where the failures to be true and correct, individually or in the aggregate, have not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement; provided, that for purposes of this Section 11.02(a), all materiality or Material Adverse Effect qualifiers within such representations and warranties shall be disregarded.

(b)

Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date.

(c)

Seller shall have received a certificate dated as of the Closing Date from Buyer, executed by an authorized officer of Buyer, to the effect that the conditions set forth in Section 11.02(a) and Section 11.02(b) have been satisfied.

(d)

Seller shall have received the following documents:

(i)

The certificate of incorporation (or equivalent organizational document) for Buyer, certified as of a recent date by the Secretary of State of the applicable jurisdiction of organization;

(ii)

a certificate of the Secretary of State as to the good standing as of a recent date of Buyer in such jurisdiction; and

(iii)

a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer's individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing this Agreement and the transactions contemplated hereby and thereby.

(e)

Buyer shall have made or shall have made the deliveries contemplated in Section 2.05(a) and Section 2.05(c) and each Ancillary Agreement.

(a)

The representations and warranties of Seller and the Company made in this Agreement shall be true and correct as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date) as of the Closing Date as though made on and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where the failures to be true and correct, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect; provided, that for purposes of this Section 11.03(a), all materiality or Material Adverse Effect qualifiers within such representations and warranties shall be disregarded.

(b)

Each of Seller and the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date.

(c)

Buyer shall have received (i) a certificate dated as of the Closing Date from the Company, executed by an authorized officer of the Company, to the effect that the conditions set forth in Section 11.03(a) and Section 11.03(b) have been satisfied and (ii) a certificate dated as of the Closing Date from Seller executed by an authorized representative of Seller, to the effect that the conditions set forth in Section 11.03(a) and Section 11.03(b) with respect to Seller have been satisfied.

(d)

Since the date of this Agreement, there shall not have occurred and be continuing at the time of the Closing a Material Adverse Effect.

(e)

The Qualified Assignee FCC Consent(s) shall have been issued, and shall, at Closing, be a Final Order and in full force and effect.

(f)

Buyer shall have received the following documents:

(i)

The certificate of incorporation (or equivalent organizational document) for the Company and each Company Subsidiary,  certified as of a recent date by the Secretary of State of the applicable jurisdiction of organization;

(ii)

a certificate of the Secretary of State of each jurisdiction in which the Company and each Company Subsidiary is organized or qualified to do business in connection with the Business as to the good standing as of a recent date in such jurisdiction;

(iii)

a certificate of an officer of the Company, given by each such officer on behalf of the Company and not in such officer's individual capacity, certifying as to the resolutions of the board of directors (or equivalent governing body) of the Company authorizing this Agreement and the transactions contemplated hereby and thereby; and

(iv)

reasonably satisfactory evidence demonstrating the Seller's authority to enter into, deliver and perform this Agreement including the sale of the Shares to Buyer hereunder.

(g)

Seller shall have obtained (and in the case of an affirmative Consent, delivered) the Consents to assignment or transfer listed on Disclosure Schedule Section 11.03(c) (or the third parties granting such Consents shall stand ready, willing and able to execute such consents, subject to the execution and delivery thereof by Buyer).

(h)

Seller shall have delivered to Buyer duly executed Payoff Letters, mortgage discharges and termination statements on Form UCC-3, or other appropriate releases, which when filed will release and satisfy any and all Liens relating to the assets of the Company or the Company Subsidiaries and the Shares, together with proper authority to file such termination statements or other releases at and following the Closing.

(i)

Seller shall have made the deliveries contemplated in Section 2.05(b) and Section 2.05(c) and each Ancillary Agreement.

(a)

by the mutual written consent of Seller and Buyer;

(b)

either by Seller or by Buyer:

(i)

if the Closing shall not have occurred on or before the twelve (12) month anniversary of the date of this Agreement (the "Termination Date") so long as the terminating party is not then in breach of any of its representations, warranties, covenants or agreements contained in this Agreement to the extent that would give the other party the right not to close pursuant to Section 11.02 or Section 11.03, as the case may be; provided, however, in the event of any closing of the FCC as part of a governmental shut-down, the Termination Date shall be extended by the number of days of any such shut-down; or

(ii)

if there shall be any Law that prohibits consummation of the transactions contemplated by this Agreement or if a Governmental Authority of competent jurisdiction shall have issued a Governmental Order enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement, and such Governmental Order shall have become final and non-appealable.

(c)

by Seller:

(i)

upon a breach of any representation, warranty, covenant or agreement on the part of Buyer set forth in this Agreement, or if any representation or warranty of Buyer shall have become untrue, in either case such that the condition set forth in Section 11.02(a) would not be satisfied, unless such breach or untruth can be cured prior to Closing and after receipt of notice thereof, Buyer proceeds in good faith to cure such breach or untruth as promptly as practicable; provided, however, that Seller shall not have the right to terminate this Agreement pursuant to this Section 12.01(c)(i) if Seller or the Company is then in breach of any of its representations, warranties, covenants or agreements contained in this Agreement to an extent which would give Buyer the right not to close pursuant to Article XI; or

(ii)

if all of the conditions set forth in Section 11.01 and Section 11.03 have been satisfied (other than those conditions that by their nature cannot be satisfied other than at the Closing or which have not been satisfied due to a breach of any representation, warranty, covenant or agreement of Buyer contained herein) and Buyer fails to consummate the transactions contemplated by this Agreement within the earlier of (i) two (2) Business Days after the date the Closing should have occurred pursuant to Section 2.05 and (ii) the later of the date the Closing should have occurred pursuant to Section 2.05 and one (1) Business Day before the Termination Date, and Seller stood ready, willing and able to consummate the transactions contemplated by this Agreement during such period.

(d)

by Buyer:

(i)

upon a breach of any representation, warranty, covenant or agreement on the part of Seller or the Company set forth in this Agreement, or if any representation or warranty of Seller or the Company shall have become untrue, in either case such that the condition set forth in Section 11.03(a) would not be satisfied, unless such breach or untruth can be cured prior to Closing and after receipt of notice thereof, Seller or the Company proceeds in good faith to cure such breach or untruth as promptly as practicable; provided, however, that Buyer shall not have the right to terminate this Agreement pursuant to this Section 12.01(d)(i) if Buyer is then in breach of any of its representations, warranties, covenants or agreements contained in this Agreement to an extent which would give Seller the right not to close pursuant to Article XI; or

(ii)

if all of the conditions set forth in Section 11.01 and Section 11.02 have been satisfied (other than those conditions that by their nature cannot be satisfied other than at the Closing or which have not been satisfied due to a breach of any representation, warranty, covenant or agreement of Seller contained herein) and Seller fails to consummate the transactions contemplated by this Agreement within the earlier of (i) two (2) Business Days after the date the Closing should have occurred pursuant to Section 2.05 and (ii) the later of the date the Closing should have occurred pursuant to Section 2.05 and one (1) Business Day before the Termination Date, and Buyer stood ready, willing and able to consummate the transactions contemplated by this Agreement during such period.

(e)

The party desiring to terminate this Agreement pursuant to this Section 12.01 (other than pursuant to Section 12.01(a)) shall give written notice of such termination to the other party.

(a)

In the event of a valid termination of this Agreement pursuant to Section 12.01, this Agreement (other than Section 8.02, this Article XII, and Article XIV, which shall remain in full force and effect) shall forthwith become null and void, and no party hereto (nor any of their respective Affiliates, directors, officers or employees) shall have any liability or further obligation, except as provided in Section 12.02(b), Section 12.02(c) and Section 12.02(d) below. A termination of this Agreement shall not terminate the Confidentiality Agreement, nor, in each case, affect the parties' rights and obligations thereunder.

(b)

If this Agreement is terminated (i) by Seller pursuant to Section 12.01(c)(ii) or (ii) by either Buyer or Seller pursuant to Section 12.01(b)(i), unless as of such date (A) the Qualified Assignee FCC Consent has been obtained, or (B) (x) the Buyer has entered into a bona fide agreement to transfer of KLJB to a third party, (y) such transfer has been approved by the FCC and (z) such transfer is only conditioned upon the Closing (a "License Transfer Failure"), then the Company shall be entitled to the Security Deposit as liquidated damages, and the parties to the Escrow Agreement shall immediately deliver joint written instructions to the Escrow Agent directing such disbursement. The parties understand and agree that the amount of liquidated damages represents Seller's and Buyer's reasonable estimate of actual damages and does not constitute a penalty. Notwithstanding any other provision of this Agreement to the contrary, in the event that Seller terminates this Agreement pursuant to Section 12.01(c)(ii) or as a result of a License Transfer Failure, the payment of the Security Deposit, pursuant to this Section 12.02(b), shall be Seller's and the Company's sole and exclusive remedy for damages of any nature or kind that Seller or the Company may suffer as a result of Buyer's breach or default under this Agreement or Buyer's failure to consummate the transactions contemplated by this Agreement, which would result in Seller's right to terminate this Agreement under Section 12.01(c)(ii) or as a result of a License Transfer Failure. The parties hereto acknowledge and agree that the liquidated damages amount is reasonable in light of the substantial but indeterminate harm anticipated to be caused by material breach or default under this Agreement, the difficulty of proof of loss and damages, the inconvenience and non-feasibility of otherwise obtaining an adequate remedy, and the value of the transactions to be consummated hereunder.

(c)

If this Agreement is terminated by Buyer pursuant to Section 12.01(d)(ii), then Buyer shall have the right to pursue all remedies available to Buyer at law, in equity or otherwise.

(d)

If this Agreement is terminated under the provisions of this Article XII for any reason other than by Seller pursuant to Section 12.01(c)(ii) or as a result of a License Transfer Failure, then the parties to the Escrow Agreement shall deliver joint written instructions to the Escrow Agent directing the disbursement of the Security Deposit to Buyer.

(a)

The representations and warranties of the parties hereto contained in or made pursuant to this Agreement or in any certificate or other writing furnished pursuant hereto or in connection herewith shall survive in full force and effect until the first anniversary of the Closing Date; provided, that the representations and warranties in Sections 3.01, 3.02, 3.16, 3.19, 3.21 and 4.01 and 4.02 shall survive until expiration of the applicable statute of limitations, plus sixty (60) days.  The agreements to indemnify in Sections 10.04, 13.02(a)(ii)-(iv), and Sections 13.03(a)(ii)-(v) and (vii)-(ix) shall survive for the applicable statute of limitations plus sixty (60) days, and Seller's agreement to indemnify in Section 13.03(a)(vi) shall survive, (i) with respect to Losses in connection with a written Lease until the expiration of the current term of such Lease (without giving effect to any renewal or extension thereof), plus sixty (60) days, and (ii) with respect to Losses in connection with an oral Lease until the expiration of the applicable statute of limitations, plus sixty (60) days. Notwithstanding the foregoing, any Actions for fraud shall not be subject to such limitations.  No claim may be brought under this Agreement unless written notice describing in reasonable detail the nature and basis of such claim is given on or prior to the last day of the applicable survival period. In the event such notice is given, the right to indemnification with respect thereto shall survive the applicable survival period until such claim is finally resolved and any obligations thereto are fully satisfied.

(b)

The covenants and agreements contained in this Agreement (i) if required to be performed at or prior to Closing, shall survive the Closing  and will remain in full force and effect until the date that is twelve (12) months after the Closing Date unless performed prior to such date (and no Action with respect to such covenants or agreements for indemnification shall be made by any Person thereafter) and (ii) if required to be performed after the Closing, shall survive the Closing and will remain in full force and effect until they are fully performed, or, if earlier, until the expiration thereof set forth in the terms of such covenants and agreements (and no Action with respect to such covenants and agreements for indemnification shall be made by any Person thereafter).

(a)

Subject to Section 13.01, Buyer shall indemnify against and hold harmless Seller, and its Affiliates and their respective employees, officers, directors, successors and assigns (collectively, the "Seller Indemnified Parties") from, and agrees to promptly defend any Seller Indemnified Party from and reimburse any Seller Indemnified Party for, any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind (including any Action brought by any Governmental Authority or Person and including reasonable attorneys' fees and expenses reasonably incurred) (collectively, "Losses"), which such Seller Indemnified Party may at any time suffer or incur, or become subject to, as a result of or in connection with:

(i)

Buyer's breach of any of its representations or warranties contained in Article V of this Agreement without giving effect to any materiality qualifiers (each such breach, a "Buyer Warranty Breach");

(ii)

any breach or nonfulfillment of any agreement or covenant of Buyer to be performed in connection with the Closing under the terms of this Agreement;

(iii)

the ownership, business or operation of the Stations after the Effective Time; and

(iv)

any fees or expenses (including without limitation, reasonable attorneys' fees) incurred by Seller in enforcing its rights under this Section 13.02.

(b)

Notwithstanding any other provision to the contrary, Buyer shall not be required to indemnify and hold harmless any Seller Indemnified Party pursuant to Section 13.02(a): (A) unless such Seller Indemnified Party has asserted a claim with respect to such matters within the applicable survival period set forth in Section 13.01 and (B) with respect to Buyer Warranty Breaches, until the aggregate amount of Seller Indemnified Parties' Losses resulting from Buyer Warranty Breaches exceeds Six Hundred Seventy-Five Thousand Dollars ($675,000) (the "Deductible") and then only to the extent of such Losses in excess of the Deductible; provided, however, that the cumulative indemnification obligation of Buyer under this Section 13.02 shall in no event exceed Eight Million Five Hundred Thousand Dollars ($8,500,000) (the "Cap"), provided further, however, that none of the Deductible or the Cap shall apply in the case of any indemnification under clauses (ii) - (iv) of Section 13.02(a).

(a)

Subject to Section 13.01, from and after Closing Seller shall indemnify against and hold harmless Buyer, its Affiliates and their respective employees, officers, directors, successors and assigns (collectively, the "Buyer Indemnified Parties") from, and agrees to promptly defend any Buyer Indemnified Party from and reimburse, first by recourse to the Indemnity Escrow, any Buyer Indemnified Party for, any and all Losses which such Buyer Indemnified Party may suffer or incur, or become subject to, as a result of or in connection with:

(i)

breach of any of the representations or warranties contained in Article III and IV of this Agreement, in each case, without giving effect to any materiality qualifiers (each such breach, a "Seller Warranty Breach");

(ii)

any breach or nonfulfillment of any agreement or covenant of Seller under the terms of this Agreement;

(iii)

any Losses which Buyer incurs as a result of accepting liability for any enforcement action by the FCC relating to any period prior to the Closing;

(iv)

any Losses which Buyer incurs which are a Pre-Existing Liability (as defined below);

(v)

Taxes of the Company or any of the Company Subsidiaries for any Pre-Closing Tax Period or the portion of any Straddle Period that are indemnifiable pursuant to Section 10.04;

(vi)

Seller's failure to obtain and deliver the Consents to assignment or transfer under the Real Property Leases listed on Disclosure Schedule Section 11.03(c), other than any Losses to the extent they arise out of (A) a breach of the applicable Real Property Lease by Buyer or (B) Buyer's failure to use the Real Property subject to the underlying Real Property Lease to which any such Consent relates in the ordinary course of business consistent with Seller's use thereof immediately prior to Closing;

(vii)

any Losses which Buyer incurs arising from the matter set forth on Disclosure Schedule Section 13.03;

(viii)

any fraud of the Company or any Company Subsidiary arising out of or relating to this Agreement or the transactions contemplated herein; or

(ix)

any fees or expenses (including without limitation, reasonable attorneys' fees) incurred by Buyer in enforcing its rights under this Section 13.03.

(i)

any liability related to the Indebtedness of the Company or any Company Subsidiaries to the extent not taken into account in the determination of the Final Purchase Price as provided in Section 2.4;

(ii)

Transaction Indebtedness to the extent not taken into account in the determination of the Final Purchase Price as provided in Section 2.4;

(iii)

Taxes of the Company or any of the Company Subsidiaries for any Pre-Closing Tax Period that are indemnifiable pursuant to Section 10.04 or, with respect to any Straddle Period, all Taxes imposed on the Company or any of the Company Subsidiaries attributable to the portion of such Straddle Period that ends on and includes the Closing Date;

(iv)

any liability to indemnify, reimburse or advance amounts to any officer, director, employee or agent of Seller or the Company or any Company Subsidiary resulting from actions taken prior to the Effective Time;

(v)

any liability or obligation relating to or arising out of the Phantom Stock Agreements;

(vi)

any Actions properly brought by a Person not affiliated with or directed by the Buyer against a Grant Entity, which are due to the conduct of Seller, the Company, any Company Subsidiary or the Stations prior to the Effective Time;

(vii)

any liabilities of the Grant Entities or otherwise relating to the past or current operations or facilities of the Business arising under Environmental Laws, to the extent arising from or relating to facts, events or conditions which (x) were in existence or occurred on or prior to the Closing Date (including all regulatory compliance violations and all conditions of contamination identified in Buyer's Phase I Environmental Assessments conducted pursuant to Section 7.03) and (y) irrespective of whether such liabilities attach to the Grant Entities or Buyer or any other Person in the first instance; and

(viii)

any liability or obligation relating to or arising out of any stay-bonus, severance payments or similar payments made or owed to any Employee at or prior to Closing.

(a)

A party entitled to be indemnified pursuant to Section 13.02 or Section 13.03 (the "Indemnified Party") shall promptly notify the party liable for such indemnification (the "Indemnifying Party") in writing of any claim or demand that the Indemnified Party has determined has given or could reasonably be expected to give rise to a right of indemnification under this Agreement; provided, however, that a failure to give prompt notice or to include any specified information in any notice will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party that was entitled to receive such notice was damaged as a result of such failure. Subject to the Indemnifying Party's right to defend in good faith third party claims as hereinafter provided, the Indemnifying Party shall satisfy its obligations under this Article XIII within thirty (30) days after the receipt of written notice thereof from the Indemnified Party.

(b)

If the Indemnified Party shall notify the Indemnifying Party of any claim or demand pursuant to Section 13.04(a), the Indemnifying Party shall have the right to employ counsel reasonably acceptable to the Indemnified Party to defend any such claim or demand asserted against the Indemnified Party for so long as the Indemnifying Party shall continue in good faith to diligently defend against such action or claim. The Indemnified Party shall have the right to participate in the defense of any such claim or demand at its own expense; provided that, if Seller is the Indemnifying Party, then it shall not have the right to assume the defense of any such claim that involves any FCC License or that is before or asserted by the FCC.  The Indemnifying Party shall notify the Indemnified Party in writing, as promptly as possible (but in any case five (5) Business Days before the due date for the answer or response to a claim) after the date of the notice of claim given by the Indemnified Party to the Indemnifying Party under Section 13.04(a) of its election to defend in good faith any such third party claim or demand. So long as the Indemnifying Party is defending in good faith any such claim or demand asserted by a third party against the Indemnified Party, the Indemnified Party shall not settle or compromise such claim or demand without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld, and the Indemnified Party shall make available to the Indemnifying Party or its agents all records and other material in the Indemnified Party's possession reasonably required by it for its use in contesting any third party claim or demand. Whether or not the Indemnifying Party elects to defend any such claim or demand, the Indemnified Party shall have no obligations to do so. In the event: (i) the Indemnifying Party elects not to defend such claim or action; or (ii) the Indemnifying Party elects to defend such claim or action but fails to diligently defend such claim or action in good faith, the Indemnified Party shall have the right to conduct the defense thereof and to settle or compromise such claim or action without the consent of the Indemnifying Party, except that with respect to the settlement or compromise of such a claim, demand or action, the Indemnified Party shall not settle or compromise any such claim or demand or action without the consent of the Indemnifying Party (such consent not to be unreasonably withheld), unless the Indemnifying Party is given a full and completed release of any and all liability by all relevant parties relating thereto and has no obligation to pay any damages.

(a)

Notwithstanding anything contained herein to the contrary, the amount of any Losses incurred or suffered by an Indemnified Party shall be calculated after giving effect to (i) any insurance proceeds received by the Indemnified Party (or any of its Affiliates) with respect to such Losses and (ii) any recoveries obtained by the Indemnified Party (or any of its Affiliates) from any other third party. Each Indemnified Party shall exercise reasonable best efforts to obtain such proceeds, benefits and recoveries. If any such proceeds, benefits or recoveries are received by an Indemnified Party (or any of its Affiliates) with respect to any Losses after an Indemnifying Party has made a payment to the Indemnified Party with respect thereto, the Indemnified Party (or such Affiliate) shall pay to the Indemnifying Party the amount of such proceeds, benefits or recoveries (up to the amount of the Indemnifying Party's payment).  With respect to any Losses incurred or suffered by an Indemnified Party, no liability shall attach to the Indemnifying Party in respect of any Losses to the extent that the same Losses have been recovered by the Indemnified Party from the Indemnifying Party, accordingly, the Indemnified Party may only recover once in respect of the same Loss.

(b)

Upon making any payment to an Indemnified Party in respect of any Losses, the Indemnifying Party shall, to the extent of such payment, be subrogated to all rights of the Indemnified Party (and its Affiliates) against any third party in respect of the Losses to which such payment relates. Such Indemnified Party (and its Affiliates) and Indemnifying Party shall execute upon request all instruments reasonably necessary to evidence or further perfect such subrogation rights.

(c)

Buyer and Seller shall use reasonable best efforts to mitigate any Losses, whether by asserting claims against a third party or by otherwise qualifying for a benefit that would reduce or eliminate an indemnified matter; provided, however, that no party shall be required to use such efforts if they would be demonstrably detrimental in any material respect to such party.

(d)

Notwithstanding anything to the contrary contained herein, the amount of Losses for each claim under Section 13.03(a)(vi) shall be equal to the Buyer Indemnified Parties' actual Losses arising directly from the failure to obtain the Consent giving rise to such Losses, but in no event shall such Losses exceed, and Seller be liable pursuant to Section 13.03(a)(vi) for any amount in excess of, the amount equal to the reasonable and necessary replacement costs (including, all reasonable moving expenses, legal expenses, and  other reasonable expenses incurred relating to the replacement) which would be incurred for a new site (comparable to the original site in all material respects) to replace the site which is the subject of the Real Property Lease for which such Consent has not been obtained; provided, that the foregoing limitation on the amount of Losses shall not limit any Buyer Indemnified Party's right to recover Losses it suffers from the failure to obtain the Consent even though the Buyer Indemnified Party does not replace the site which is the subject of the applicable Real Property Lease.

(a)

This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.  Except as set forth in Section 8.01, no Party may assign its rights under this Agreement without the prior written consent of the other Parties; provided, however, that notwithstanding the foregoing (i) Seller may, with notice to Buyer but without the consent of Buyer, assign any or all of its rights, benefits and liabilities (severally, and on a pro rata basis as determined by the distributions to such beneficiaries from the Seller) under this Agreement and any Ancillary Agreement to the beneficiaries of the Seller in connection with the administration and distribution of Estate of Milton Grant and (ii) Buyer may, with notice to Seller but without the consent of Seller, assign any or all of its rights under this Agreement to any of its Affiliates or to its or its subsidiaries' lenders as collateral security; provided that any such assignment does not materially delay the transactions contemplated by this Agreement.

(a)

This Agreement may not be amended or modified except by an instrument in writing signed by Seller, the Company and Buyer.

(b)

At any time prior to the Closing, either Party may (i) extend the time for the performance of any of the obligations or other acts of the other Party hereto, (ii) waive any inaccuracies in the representations and warranties of the other Party hereto contained herein or in any document delivered pursuant hereto or (iii) waive compliance by the other Party hereto with any of the agreements or conditions contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party to be bound thereby.

(c)

No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.

(a)

This Agreement and the negotiation, execution, performance or nonperformance, interpretation, termination, construction and all matters based upon, arising out of or related to this Agreement, whether arising in law or in equity (collectively, the "Covered Matters"), and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to the Covered Matters, except for documents, agreements and instruments that specify otherwise, shall be governed by the laws of the State of Delaware without giving effect to the choice of law provisions thereof. All recording matters relating to the conveyance of each parcel of Owned Real Property will be conducted in conformity with the applicable requirements of Law governing the location of such parcel.

(b)

All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in the Delaware Chancery Court, and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such Action and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. The consents to jurisdiction set forth in this Section 14.10 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 14.10 and shall not be deemed to confer rights on any third party. The parties hereto agree that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

(a)

The parties acknowledge and agree that (i) matters reflected in the Disclosure Schedules are not necessarily limited to the matters required by the Agreement to be disclosed in the Disclosure Schedules, (ii) the Disclosure Schedules may include certain items and information solely for informational purposes for the convenience of the parties and (iii) the disclosure by Seller of any matter in the Disclosure Schedules shall not be deemed to constitute an acknowledgment by Seller that the matter is required to be disclosed by the terms of this Agreement or that the matter is material. The specification of any dollar amount in the representations and warranties contained in the Agreement or the inclusion of any specific item in the Disclosure Schedules are not intended to imply that such amounts are within or outside the ordinary course of business for purposes of the Agreement.

(b)

If and to the extent any information required to be furnished in any section of the Disclosure Schedules is contained in the Agreement or in any section of the Disclosure Schedules, such information shall be deemed to be included in all sections of the Disclosure Schedules to the extent that the relevance of any such information to any other section of the Disclosure Schedules is readily apparent from the text of such disclosure.

(c)

Seller has disclosed the information contained in the Disclosure Schedules solely for purposes of the Agreement, and no information contained therein shall be deemed to be an admission by any party thereto to any third party of any matter whatsoever, including of any violation of Law or breach of any agreement.