Exhibit 2.3

Asset Purchase Agreement

by and between

Max Media of Traverse City LLC and

MTC License LLC

as Sellers

and

Barrington Traverse City LLC

as Buyer

in respect of Television Stations

WGTU, Traverse City/Cadillac, Michigan

WGTQ, Sault Ste. Marie, Michigan

and

Certain Related Assets

dated as of August 31, 2007

TABLE OF CONTENTS

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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of August 31, 2007 (the “Effective Date”), by and between Max Media of Traverse City LLC, a Virginia limited liability company (“Operating Seller”), and MTC License LLC, a Virginia limited liability company (“License Seller” and, each of Operating Seller and License Seller, individually and collectively, “Seller”), and Barrington Traverse City LLC, a Delaware limited liability company (“Buyer”).

W I T N E S S E T H:

WHEREAS, Seller owns and operates, and is the licensee of, television stations WGTU, channel 29, Traverse City/Cadillac, Michigan (“WGTU”) and WGTQ, channel 8, Sault Ste. Marie, Michigan (“WGTQ”), each serving the Traverse City/Cadillac, Michigan market (WGTU and WGTQ, individually and collectively, the “Stations”) and owns certain other assets that relate to the Stations;

WHEREAS, Seller and Buyer entered into that certain Letter of Intent, dated as of June 4, 2007 and amended by that First Amendment dated June 29, 2007, which provided for, among other things, an exclusive period during which Buyer and Seller would negotiate the definitive terms and conditions of this Agreement and Buyer would conduct related due diligence (the “LOI”); and

WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, substantially all of Seller’s assets used in connection with the operation of the Stations, in each case, pursuant to the terms and subject to the conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual benefits to be derived from this Agreement and of the representations, warranties, conditions, agreements and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I—DEFINITIONS; INTERPRETATION

Section 1.1. Definitions; Interpretation. Capitalized terms used herein have the respective meanings ascribed thereto in Part I of Exhibit 1.1 and elsewhere in this Agreement. This Agreement shall be interpreted in accordance with the rules of construction set forth in Part II of Exhibit 1.1.

ARTICLE II—PURCHASE AND SALE

Section 2.1. Purchase and Sale of Assets; Purchase Price. Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, convey, transfer and assign to Buyer, free and clear of all Liens (other than Permitted Liens), and Buyer shall purchase from Seller, the Purchased Assets. In consideration of the sale of the Purchased

Assets and Seller’s other covenants and obligations hereunder, at the Closing Buyer agrees, pursuant to the terms and subject to the conditions hereof, to (a) pay Seller an aggregate amount equal to Ten Million Dollars ($10,000,000) plus an amount equal to Excess Estimated Working Capital, if any, or (in the absence of any Excess Estimated Working Capital) less an amount equal to the Shortfall Estimated Working Capital (such adjusted total amount, the “Purchase Price”) and (b) assume the Assumed Liabilities.

Section 2.2. Purchased Assets; Excluded Assets. (a)  The term “Purchased Assets” means, except for the Excluded Assets, all of Seller’s right, title and interest in and to all properties and assets (tangible or intangible) used or held in connection with the Station Business, including the following:

(i)            all of the land, buildings, structures, improvements, fixtures and other real property and the easements, rights of way, appurtenances thereon or thereto and other similar rights and interests in real property owned by Seller and used or held for use in connection with the Station Business (collectively, with the property described on Schedule 2.2(a)(i)(A), the “Owned Real Property”) and Seller’s leasehold or license interest in all of the real property leased or licensed by Seller that is occupied, used or held for use in connection with the Station Business and all improvements thereon (collectively, with the property described on Schedule 2.2(a)(i)(B), the “Leased Real Property”);

(ii)           all tangible assets and properties, including machinery and equipment, spare parts and supplies, vehicles, plant, inventory, accessories, tooling, tools, furniture, computers, telecommunications equipment, the Transmission Equipment, Transmission Structures, office equipment and supplies, furnishings and fixtures, physically located on the Real Property or owned, used or held for use by or on behalf of Seller in connection with the Station Business (collectively, with the property described on Schedule 3.3(a), the “Tangible Personal Property”);

(iii)         all program and programming materials and elements of whatever form or nature owned by Seller and used in connection with the Station Business, whether recorded on tape or any other media or intended for live performance, and whether completed or in production, and all related common law and statutory Copyrights owned by or licensed to Seller and used in connection with the Station Business, together with all other Intellectual Property owned, used or held for use by Seller in connection with the Station Business, including the registrations and applications listed on Schedule 3.9(b) (collectively, the “Transferred Intellectual Property”);

(iv)          all information and data, FCC logs and other compliance records, sales and business records, books of account, files, invoices, inventory records, accounting records, correspondence, technical information and engineering data, maintenance, operating and production records, advertising studies, lists of advertisers and other advertising materials, marketing and demographic data, local public files, publications, customer lists, cost and pricing information, business plans, quality control records and manuals, blueprints, litigation and regulatory files, personnel records, customer credit records and all other books, documents and records used or held for use in connection with the Station Business or relating to the Purchased Assets wherever located;

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(v)            subject to Sections 2.3(b)(ix) and 2.5, all rights in and to the Existing Contracts (including Trade Agreements) and the Contracts entered into between the Effective Date and the Closing Date in accordance with Section 5.2 and the other terms and conditions of this Agreement (collectively, the “Assumed Contracts”), including all rights to receive goods and services purchased pursuant to such Assumed Contracts, and to assert claims and take other actions in respect of breaches or other violations thereof;

(vi)          subject to Section 2.5, (A) all Permits, (B) all assignable rights and interests of Seller in the FCC Licenses and (C) all applications for any of the foregoing, together with any renewals, extensions, or modifications thereof and additions thereto;

(vii)         the Accounts Receivable;

(viii)        all of Seller’s prepayments, deposits, claims for refunds and prepaid expenses relating to the Station Business, the Purchased Assets or the Assumed Liabilities;

(ix)          all claims, counterclaims, credits, causes of action, chooses in action, rights of recovery, and rights of indemnification or setoff against third parties and other claims arising out of or relating to the Station Business, the Purchased Assets or the Assumed Liabilities and all other intangible property rights which relate solely to the operation of the Stations, the Purchased Assets or the Assumed Liabilities;

(x)           all goodwill of or relating to the Stations or the Station Business, as well as the exclusive ownership of and right to use (A) the domain name “www.wgtu.com” (the “Station Domain Name”), and (B) the call signs WGTU and WGTQ (collectively and individually, the “Station Call Signs”), and any derivative of the foregoing;

(xi)          warranties covering Tangible Personal Property to the extent transferable by Seller;

(xii)         all amounts payable to Seller, if any, from the United States Copyright Office or such arbitral panels as may be appointed by the United States Copyright Office which have not been paid to Seller as of the Closing and that relate to the Station Business;

(xiii)       all of Seller’s rights under all insurance policies of Seller to the extent that such policies cover any Assumed Liabilities; and

(xiv)        all other assets reflected on the Financial Statements, with such additions and subtractions thereto as are necessary to reflect acquisitions and dispositions, as appropriate, (A) made in the ordinary course of business from the Financial Statements Date through the Effective Date and (B) from the Effective Date through the Closing Date in accordance with Section 5.2 and the other terms of this Agreement.

Notwithstanding anything herein to the contrary, in the event that the existence or condition of any asset (including an asset which, but for this sentence, would be deemed to be a Purchased Asset) constitutes or arises out of a breach or inaccuracy of any representation or warranty or the non-fulfillment or breach of any covenant, agreement or obligation of Seller hereunder, then

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Buyer shall have the right to elect at any time to deem such asset to be an Excluded Asset for purposes hereof.

(b)           Buyer shall not acquire from Seller pursuant to this Agreement any of the Excluded Assets. “Excluded Assets” means:

(i)            Seller’s limited liability company charter, organizational and related documents;

(ii)           any of the rights of Seller under this Agreement and the other agreements, certificates and documents delivered in connection herewith;

(iii)         Tangible Personal Property disposed of or consumed in the ordinary course of Station Business and in accordance with Section 5.2 and the other terms of this Agreement, between the Effective Date and the Closing Date;

(iv)          all claims for refunds of monies paid to any Governmental Authority through and including the Closing Date and all claims for Copyright royalties for broadcasts through and including the Closing Date;

(v)            any Contract that is not an Assumed Contract;

(vi)          any rights of Seller under any insurance policies owned by Seller, except to the extent that any such policies cover any Assumed Liability;

(vii)         refunds or claims for refunds with respect to Taxes paid or to be paid by Seller with respect to the period through and including the Closing Date;

(viii)        all of the cash and cash equivalents, bank accounts, investments and other securities of the Stations on hand and in accounts;

(ix)          all tax returns and supporting materials, all original financial statements and supporting materials and all related books and records that Seller is required by law to retain;

(x)           any personal property that is listed on Schedule 2.2(b) and located at Seller’s offices, but owned by any employee of Seller;

(xi)          Seller’s parent’s centralized accounting software; and

(xii)         all intercompany receivables, as set forth in the Financial Statements.

Section 2.3. Assumed Liabilities; Buyer Not Successor to Seller; Excluded Liabilities. (a)  Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, convey, transfer and assign to Buyer, and Buyer shall assume from Seller, only the Assumed Liabilities. Buyer shall perform and discharge any and all Assumed

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Liabilities when due. “Assumed Liabilities” means the following (and only the following), and only to the extent not excluded pursuant to Section 2.3(b):

(i)            trade accounts payable of the Station Business for the purchase of goods and services, including amount payable under programming contracts, and the current accrued liabilities and expenses specified in Schedule 3.15, in each case only to the extent related to the Station Business and incurred in the ordinary course of business (the “Accounts Payable”);.

(ii)           subject to Section 2.5 hereof, liabilities, obligations and commitments under the Assumed Contracts accruing with respect to the period commencing after the Closing Date (excluding, however, any liability or obligation arising from or relating to the performance or non-performance thereof on or prior to and including the Closing Date); and

(iii)         all Taxes allocated to Buyer pursuant to the terms and subject to the conditions of Section 5.7.

Notwithstanding anything herein to the contrary, in no event shall Buyer be deemed to have assumed any liability or obligation (including a liability or obligation which, but for this sentence, would be deemed to be an Assumed Liability) where the existence or nature of such liability or obligation constitutes or arises out of a breach or inaccuracy of any representation or warranty or the non-fulfillment or breach of any covenant, agreement or obligation of Seller hereunder.

(b)           Buyer shall not be the successor to Seller, and Buyer expressly does not assume and shall not become liable to pay, perform or discharge, any obligation or liability whatsoever of Seller or relating to the Station Business or any of the Purchased Assets other than the Assumed Liabilities. All obligations, liabilities and commitments other than the Assumed Liabilities are referred to herein as the “Excluded Liabilities.”  Seller shall pay, perform and discharge when due, all of the Excluded Liabilities. Without limitation of the foregoing, the term “Excluded Liabilities” includes the following liabilities, whether accrued or fixed, absolute or contingent, known or unknown, determined or determinable, and, unless otherwise expressly provided herein, whenever arising:

(i)            all liabilities and obligations relating to or arising out of the Excluded Assets;

(ii)           all Taxes allocated to Seller pursuant to the terms and subject to the conditions of Section 5.7;

(iii)         any claims, demands, liabilities or obligations of any nature whatsoever (including claims, demands, liabilities or obligations in respect of environmental matters, occupational safety, workers’ or workmen’s compensation, grievance proceedings or actual or threatened litigation, suits, claims, demands or governmental proceedings) which arose or were incurred on or before the Closing Date, or which arise from or are based on events occurring or conditions existing on or before the Closing Date;

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(iv)          any liabilities or obligations with respect to the Employees, including the Accrued Compensation, the COBRA Obligations and any liability or obligation arising under any Plan or other compensation arrangement of Seller;

(v)            any liability or obligation to present or former members of Seller;

(vi)          all liabilities and obligations of Seller under this Agreement, the other agreements, certificates and documents delivered in connection herewith or otherwise in connection with the transactions contemplated hereby and thereby;

(vii)         any obligations, liabilities or commitments under the Assumed Contracts to the extent such obligations, liabilities and commitments relate to the period prior to the Closing Date or the Transfer Date (if consent to assignment thereof is required), and all obligations, liabilities and commitments under any Contract not listed on Schedule 3.10 other than (A) the Ordinary Course Contracts and (B) Contracts entered into by Seller in respect of the Station Business between the Effective Date and the Closing Date in accordance with Section 5.2 and the other terms of this Agreement;

(viii)        [reserved]

(ix)          any obligation of Seller under any agreement limiting Seller’s ability to compete in the Station Business, to the greatest extent possible under such agreement;

(x)           except as otherwise provided in Section 2.3(a)(i), any liability or obligation to third parties and claims from third parties to the extent based on circumstances existing on or prior to the Closing Date or the conduct of the Station Business to the extent such conduct occurred on or before the Closing Date;

(xi)          except as otherwise provided in Section 2.3(a)(i), all other obligations and liabilities arising from the operation of the Station Business or the ownership of the Purchased Assets on or prior to the Closing Date, including intercompany payables (as defined in the Financial Statements); and

(xii)         any liabilities of Seller not related exclusively to the Station Business or the Purchased Assets.

Section 2.4. Closing. Pursuant to the terms and subject to the conditions of this Agreement, the consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Covington & Burling, 1201 Pennsylvania Avenue, N.W., Washington, D.C., at 10:00 a.m. local time on the first day of the calendar month immediately following the date on which all conditions set forth in Article VI shall have been satisfied or waived, or such other time and place (including by facsimile or electronic exchange) as Buyer and Seller may agree to (such date of the Closing hereinafter referred to as the “Closing Date”).

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Section 2.5. Procedures for Certain Purchased Assets Not Freely Transferable.

(a)           If any property or right (other than the Permits) included in the Purchased Assets is not assignable or transferable to Buyer either by virtue of the provisions thereof or under applicable Law without the consent of one or more third Persons (each, a “Non-Assignable Right”), Seller shall use its commercially reasonable efforts, to obtain such consents after the execution of this Agreement until such consent is obtained. If any such consent in respect of a Non-Assignable Right cannot be obtained prior to the Closing Date and the Closing shall occur, (i) this Agreement and the related instruments of transfer shall not constitute an assignment or transfer thereof, but (A) Seller shall use its commercially reasonable efforts to obtain such consent as soon as possible after the Closing Date and (B) Buyer shall cooperate, to the extent commercially reasonable, with Seller in Seller’s efforts to obtain such consents; and (ii) at Buyer’s election, (A) the Non-Assignable Right shall be an Excluded Asset and Buyer shall have no obligation pursuant to Sections 2.2(a) or 2.3(a) or otherwise with respect to any such Non-Assignable Right or any liability with respect thereto or (B) Seller shall use its commercially reasonable efforts to obtain for Buyer substantially all of the practical benefit and burden of such property or rights, including by (1) entering into appropriate and reasonable alternative arrangements on terms mutually agreeable to Buyer and Seller and (2) subject to the consent and control of Buyer, enforcement, at the cost and for the account of Buyer, of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise.

(b)           If any of the Permits included in the Purchased Assets are not so assignable or transferable without obtaining a replacement license or permit, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer thereof, and Seller shall cooperate with Buyer in its efforts to obtain replacement licenses or permits issued in Buyer’s name. If any replacement license or permit cannot be obtained prior to the Closing Date and the Closing occurs, Seller agrees to allow Buyer to operate under its Permits if permitted by applicable Laws or applicable Governmental Authorities for a period of up to ninety (90) days after the Closing (or such longer period as may be reasonably necessary for Buyer, using its commercially reasonable efforts, to obtain the replacement licenses or permits).

Section 2.6. Working Capital Adjustment.

(a)           No later than three (3) Business Days prior to the Closing, Seller shall provide to Buyer a statement of the Working Capital (the amount of the Working Capital set forth therein, the “Estimated Working Capital,” and such statement, “Seller’s WC Statement”), together with a certificate of an officer of Seller certifying that the Seller’s WC Statement has been prepared in compliance with the requirements of this Section 2.6. Seller’s WC Statement shall be prepared in accordance with GAAP on a basis consistent with Exhibit 2.6(a), and, without limitation to the foregoing, shall not include any Excluded Assets or Excluded Liabilities.

(b)           Buyer shall have thirty (30) days to review Seller’s WC Statement. In the event that Buyer determines that the Seller’s WC Statement overstates the Working Capital, Buyer shall notify Seller, in writing, of any objections Buyer may have with respect to Seller’s WC Statement (any such notice shall (i) present such objection(s) in reasonable detail, (ii)

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include supporting calculations and documentation (to the extent deemed by Buyer to be necessary) and (iii) propose an adjustment to the Estimated Working Capital) (a “WC Objection”). In the event that Buyer fails to deliver to Seller a WC Objection within such thirty (30) -day period, Buyer shall be deemed to have accepted and consented to the calculations and determinations made in Seller’s WC Statement and the Estimated Working Capital shall be deemed to be the “Final WC Amount.”

(c)           In the event that Buyer delivers a WC Objection within thirty (30) days of its receipt of Seller’s WC Statement, Seller and Buyer shall attempt in good faith to resolve any dispute concerning the item or items subject to an objection raised in the WC Objection (the “Disputed Items”) within thirty (30) days of Seller’s receipt of such WC Objection. If Seller and Buyer are unable to resolve any such dispute within such thirty (30) -day period (or such longer period as Seller and Buyer shall mutually agree to in writing), such dispute shall be resolved by PricewaterhouseCoopers, or such other independent accounting firm of national recognition mutually selected by Buyer and Seller, acting as arbitrator (the “Referee”) in accordance with the arbitration procedures set forth on Exhibit 2.6(c). Only items specified in the written objection shall be subject to adjustment by the Referee. The Estimated Working Capital, as modified by any adjustments determined to be appropriate by the Referee, shall then be the “Final WC Amount.”

(d)           The amount of the Purchase Price shall be adjusted following the Closing Date as follows:  (i) the Purchase Price shall be increased by the amount, if any, by which the value of the Final WC Amount is greater than the value of the Estimated Working Capital, and (ii) the Purchase Price shall be decreased by an amount, if any, by which the value of the Final WC Amount is less than the value of the Estimated Working Capital (the absolute value of the difference between the value of the Estimated Working Capital and the Final WC Amount, the “Working Capital Adjustment”).

(e)           If the adjustment required by this Section 2.6 results in a net increase in the Purchase Price, Buyer shall pay to Seller, by electronic bank transfer of immediately available funds directly to the account set forth on Schedule 6.2(d)(i) (or such other method of funds transfer as may be agreed upon by Buyer and Seller), an amount equal to the Working Capital Adjustment within ten (10) days after such final determination of the Final WC Amount (or agreement as to any undisputed portion of such adjustment) (such date of final determination of the Final WC Amount, or agreement as to any undisputed portion of such adjustment, the “Settlement Date”). If the adjustment required by this Section 2.6 results in a net decrease in the Purchase Price, Seller shall pay to Buyer, by electronic bank transfer of immediately available funds directly to the account set forth on Schedule 2.6(e) (or such other method of funds transfer as may be agreed upon by Buyer and Seller), an amount equal to the Working Capital Adjustment within ten (10) days after the Settlement Date. All amounts due and payable under this Section 2.6 shall be paid with interest thereon accruing from the Closing Date to the date of payment at the Citibank, N.A. prime rate in effect on the Business Day immediately prior to the due date of the payment.

(f)            Seller shall allow Buyer, in Buyer’s sole discretion and at Buyer’s sole cost and expense, to engage an asset appraisal firm to prepare, on behalf of Buyer, an appraisal of the Purchased Assets and Seller shall reasonably cooperate with Buyer and any such appraisal

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firm conducting an appraisal of the Purchase Assets on behalf of Buyer. Buyer and Seller shall negotiate in good faith to reach agreement within ten (10) days following the Closing regarding the allocation of the Purchase Price among the Purchased Assets (the “Allocation”). Seller and Buyer hereby agree that the Allocation shall be final and conclusive with respect to the allocation of the Purchase Price among the Purchased Assets, and Seller and Buyer hereby further agree (i) to use the Allocation for all accounting, financial reporting and Tax purposes; (ii) that any Tax Returns or other Tax information they may file or cause to be filed with any governmental agency or fiscal intermediary shall be prepared and filed in a manner consistent with such Allocation; and (iii), in furtherance of the foregoing and to the extent required, they will each properly and timely file Form 8594 in accordance with Section 1060 of the Code. All costs of preparing the Allocation shall be borne one half by Buyer and one half by Seller. In the event that Buyer and Seller are unable to reach agreement on the Allocation within the ten (10)-day period provided for above, then each party shall make its own determination of the allocation of the Purchase Price among the Purchased Assets for financial reporting and Tax purposes.

Section 2.7. Escrow Agreement. Contemporaneously with the execution and delivery of this Agreement, Buyer shall deliver to the Escrow Agent the Escrow Amount to secure Buyer’s obligation to consummate the transactions contemplated hereby pursuant to the terms and subject to the conditions hereof. The Escrow Amount shall be held in escrow by the Escrow Agent in an interest bearing account subject to the terms of the Escrow Agreement, which shall be executed and delivered by the Parties contemporaneously with the execution and delivery of this Agreement. In the event of a termination of this Agreement, the Escrow Amount shall be distributed as provided in Section 7.2(b). In the event of the Closing, the Escrow Amount shall continue to be held by the Escrow Agent in accordance with the terms of the Escrow Agreement (such amounts upon closing, the “Indemnification Escrow Deposit”), and (iii) the Indemnification Escrow Deposit shall be distributed in accordance with the terms of the Escrow Agreement and Article VIII hereof.

ARTICLE III—REPRESENTATIONS AND WARRANTIES OF SELLER

In order to induce Buyer to enter into this Agreement and to purchase the Purchased Assets and assume the Assumed Liabilities, each Seller, jointly and severally, hereby represents and warrants to Buyer as follows, with each such representation and warranty subject only to such exceptions, if any, as are set forth in the particular disclosure Schedule numbered and captioned to correspond to, and referenced in, such representation or warranty:

Section 3.1. Organization, Standing and Power. Each Seller is a limited liability company duly formed, validly existing and in good standing under the laws of the Commonwealth of Virginia and has all requisite limited liability company power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each Seller is duly qualified to do business and is in good standing in each jurisdiction in which such qualification is necessary because of the property owned, leased or operated by it or because of the nature of its business as now being conducted, except where any failure, individually or in the aggregate, to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect. Neither Seller has ever conducted the Station Business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade

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 name or other names, other than the name “Max Media of Traverse City LLC” and “MTC License LLC”.

Section 3.2. Authority; Binding Agreements. The execution and delivery of this Agreement and the other agreements, certificates and documents delivered in connection herewith and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary limited liability company action on the part of Seller. Seller has all requisite limited liability company power and authority to enter into this Agreement and the other agreements, certificates and documents delivered in connection herewith and to consummate the transactions contemplated hereby and thereby, and this Agreement and the other agreements, certificates and documents delivered in connection herewith have been, or upon execution and delivery thereof will be, duly executed and delivered by Seller. This Agreement and the other agreements, certificates and documents delivered in connection herewith are, or upon execution and delivery thereof will be, the valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms except as enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditor’s rights generally and the application of general principles of equity (regardless of whether that enforceability is considered in a proceeding at law or in equity).

Section 3.3. Tangible Personal Property. Schedule 3.3(a) lists all items of Tangible Personal Property included in the Purchased Assets. Except as otherwise set forth in Schedule 3.3(a), all items of Tangible Personal Property are in good operating condition and adequate repair (ordinary wear and tear excepted). Seller has, and on the Closing Date, Buyer will enjoy, peaceful and undisturbed possession under all leases of Tangible Personal Property. Schedule 3.3(b) lists all items of Tangible Personal Property used in connection with, and when in good operating order material to, the Station Business, which items have been transferred or disposed without replacement thereof with functionally equivalent or superior Tangible Personal Property during the one (1) -year period prior to the Effective Date.

Section 3.4. Conflicts; Consents. The execution and delivery of this Agreement and the other agreements, certificates and documents contemplated hereby, the consummation of the transactions contemplated hereby or thereby and compliance by Seller with any of the provisions hereof or thereof do not and will not:

(a)           conflict with or result in a breach of the articles of organization, limited liability company operating agreement or other constitutive or organizational documents of Seller;

(b)           conflict with, result in a material default or give rise to any right of termination, cancellation, modification or acceleration under any of the provisions of any note, bond, lease, mortgage, indenture, license, franchise, permit, agreement or other instrument or obligation (other than the FCC Licenses) to which Seller is a party, or by which the Stations or any of the Purchased Assets may be bound or affected except for (i) required consents in respect of certain Assumed Contracts as set forth on Schedule 3.4(b)(i); and (ii) required consents of, approvals by, notifications to or filings with, as applicable, any Governmental Authority in respect of certain Permits as set forth on Schedule 3.4(b)(ii);

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(c)           subject to receipt of the FCC Consent, violate any Law applicable to Seller, the Stations or any of the Purchased Assets;

(d)           result in the creation or imposition of any Lien (other than Permitted Liens) upon any of the Purchased Assets; and

(e)           except for requirements listed in Schedule 3.4(b)(ii) in respect of certain of the Permits and except for the FCC Consent, require the consent or approval by, or any notification of or filing with, any Governmental Authority.

Section 3.5. Financial Information; No Undisclosed Liabilities. Schedule 3.5 contains the following financial statements (the “Financial Statements”) for the Stations: (a) the unaudited balance sheets as of the end of the fiscal years ended December 31, 2005 and December 31, 2006 and the related unaudited statements of income for the respective fiscal years then ended, and (b) the unaudited balance sheet as of May 31, 2007 and the related unaudited statement of income for the five-month period then ended. Except for the absence of footnotes and normal year-end adjustments or accruals for the statements set forth in (b) above, the Financial Statements have been prepared in accordance with GAAP, present fairly the financial condition of the Stations at the respective dates thereof and the results of operations of the Stations for the periods then ended, and are true and complete in all material respects. There are no liabilities or obligations of Seller related to the Stations or the Purchased Assets of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, of a nature required by GAAP to be reflected in financial statements other than (y) liabilities disclosed or provided for in the Financial Statements and (z) liabilities incurred in the ordinary course of business consistent with past practice since the Financial Statements Date that are not material to the Station Business, and, to Seller’s Knowledge, there is no circumstance currently existing that could reasonably be expected to result in any such liability or obligation.

Section 3.6. Absence of Changes. Except as set forth in Schedule 3.6, since the Financial Statements Date, Seller has operated the Stations in the ordinary course of business consistent with past practice, and there has not been in connection with or related to the Stations:

(a)           any Material Adverse Effect;

(b)           any obligation or liability (whether absolute, accrued, contingent or otherwise, and whether due or to become due) incurred by Seller, other than current obligations and liabilities incurred in the ordinary course of business and consistent with past practice;

(c)           any payment, discharge or satisfaction of any claim or obligation of Seller, except in the ordinary course of business and consistent with past practice;

(d)           any sale, assignment or other disposition of any tangible asset of Seller (except for obsolete equipment disposed of in the ordinary course of business consistent with past practice) or any sale, assignment, license, transfer or other disposition of any Intellectual Property or any other intangible assets;

(e)           except in the ordinary course of business, any amendment, modification or termination of any Material Contract;

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(f)            any creation of any material claim or Lien (other than Permitted Liens) on any property of Seller;

(g)           any material write-down of the value of any asset of Seller or any material write-off as uncollectible of any Account Receivable or any portion thereof;

(h)           any adverse change in cable carriage or channel position on which the Stations are carried (on any cable system with more than 1,000 subscribers);

(i)            any written notice from any of the Stations’ sponsors as to any of such sponsor’s intention not to conduct business with the Stations, the result of which loss or potential loss of business, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect;

(j)            any period of four (4) or more consecutive days during which either of the Stations was off the air for any reason or a period of fifteen (15) or more days during which either of the Stations operated at substantially reduced power;

(k)           any capital expenditure or commitment or addition to property, plant or equipment of Seller, individually or in the aggregate, in excess of Twenty-Five Thousand Dollars ($25,000);

(l)            any increase in the compensation of any Employee, officer, shareholder, director, consultant or agent of Seller, including any increase pursuant to any bonus, pension, profit-sharing or other benefit or compensation plan, policy or arrangement or commitment, other than in the ordinary course of business consistent with past practice;

(m)          any material damage, destruction or loss (whether or not covered by insurance) affecting any asset or property of Seller;

(n)           any cancellation, delinquency or loss of any permit, approval, franchise, concession, license or other governmental authorization;

(o)           any institution of, settlement of or agreement to settle any litigation, arbitration, action or proceeding;

(p)           any change in the accounting methods or accounting practices followed by Seller or any change in depreciation or amortization policies or rates;

(q)           any agreement or action not otherwise referred to in items (a) through (p) above entered into or taken that is material to the Station Business; or

(r)           any agreement or commitment, whether in writing or otherwise, to take any of the actions specified in the foregoing items (a) through (q).

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Section 3.7. Good Title; Sufficiency of Assets.

(a)           Except as set forth in Schedule 3.7(a), Seller has good and marketable title to, or valid contract rights to, as applicable, all of the Purchased Assets, free and clear of all Liens (other than Permitted Liens and Liens to be discharged at Closing pursuant to the terms and subject to the conditions set forth in this Agreement). At the Closing, Buyer will acquire from Seller, good and marketable title to, or valid contract rights to, as applicable, all of the Purchased Assets, free and clear of all Liens (other than Permitted Liens and Liens to be discharged at Closing pursuant to the terms and subject to the conditions set forth in this Agreement).

(b)           The Purchased Assets, together with the Excluded Assets, constitute all of the properties, interests, assets and rights of Seller related to the Stations and constitute all those necessary to continue to operate the Station Business consistent with current and historical practice.

Section 3.8. Real Property.

(a)           Schedule 2.2(a)(i)(A) sets forth a true and complete description of all Owned Real Property and Schedule 2.2(a)(i)(B) sets forth a true and complete description of all Leased Real Property. The Real Property comprises all real property interests used by Seller to conduct the Station Business as now conducted. The Purchased Assets include all real property interests used or held for use in connection with the Station Business.

(b)           Seller is the sole owner or holder of and has good and marketable fee simple title to, all Owned Real Property and has a good, valid and existing leasehold estate in each Leased Real Property, in each case, insurable at standard rates and free and clear of all Liens affecting title to or the use and occupancy of such Owned Real Property or Leased Real Property, as applicable, except for Permitted Liens.

(c)           Schedule 3.8(c) sets forth a true and complete list of (i) all title insurance policies, deeds, and other documentation evidencing ownership of all Owned Real Property, (ii) all surveys in the possession or under the control of Seller related to the Owned Real Property, and (iii) all Contracts or documentation related to appurtenances or improvements to the Owned Real Property, true and complete copies of which, in each case, have been provided to Buyer.

(d)           Seller has provided Buyer with true and complete copies of each of the leases, subleases, licenses and other Contracts with respect to all Leased Real Property, and Seller is the sole owner and holder of all of the leasehold interests and estates purported to be granted by such leases or subleases or the interests granted by such licenses or other Contracts. Seller has not granted any oral or written right to any other Person to lease, sublease, license or otherwise use or occupy any of the Leased Real Property through the end of the applicable periods of such lease, sublease, license or other Contract. Seller has, and on the Closing Date, Buyer will enjoy, peaceful and undisturbed possession under all leases, subleases or other Contracts with respect to the Leased Real Property. Seller has not received, nor sent to any tenant, subtenant, or licensee of Seller, any written notice of default under any lease, sublease, license or other Contract with respect to the Leased Real Property that remains outstanding or uncured as of the Effective Date. Seller has no Knowledge of any event which now constitutes, or which upon the giving of notice or the passage of time, or both, would give rise to, any default

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in the performance by it or any tenant, subtenant, or licensee of Seller of any obligation under any lease, sublease, license or other Contract with respect to the Leased Real Property.

(e)           The Real Property and all appurtenances and improvements thereto or thereon, as used, constructed or maintained by Seller at any time, conform to applicable Laws (including all building, fire, health and Environmental Laws) and no notices of violation of any such Laws have been issued by any Governmental Authority with respect to any Real Property. Each Real Property (including the improvements thereon) (i) is in good operating condition and repair (ordinary wear and tear excepted) and no condition exists which could reasonably be expected to interfere with the customary use and operation thereof and (ii) is available for immediate use in the conduct of the Station Business.

(f)            All (x) Towers, buildings (including transmitter buildings) and other structures and improvements used in connection with the operation of the Stations (collectively, “Transmission Structures”) (y) Transmission Equipment and (z) other Tangible Personal Property, are included in the Purchased Assets and are located entirely on the Real Property. Schedule 3.8(f) identifies the specific parcel of Real Property on which (i) the Towers and Transmission Equipment are, located and (ii) the main studios, and any other studios, of the Stations are located and designates which of such studios are the main studios of each Station. Seller has, and upon the Closing Buyer shall acquire from Seller, full legal and practical access to Real Property, and each parcel of Real Property is accessible without charge by a public right of way or is otherwise reasonably accessible for purposes of conducting the use of each such property, as currently conducted, including reasonable access between and among each transmitter building, the Tower corresponding thereto and, if applicable, each guy anchor supporting each such Tower. All ingress and egress to, from, between and among the transmitter building, the Tower corresponding thereto and, if applicable, each guy anchor supporting each such Tower are located entirely on the Real Property; provided that to the extent that any transmitter building, Tower, or, if applicable, guy anchor supporting any Tower is located on an easement comprising the Real Property, such easement (and the corresponding transmitter building, Tower, or guy anchor thereon) is identified and described on Schedule 3.8(f). None of the Transmission Structures or the use thereof violates any restrictive covenants or encroaches on any property owned by any other Person, and all such Transmission Structures are constructed in conformity with all “set-back” lines, easements and other restrictions or rights of record of the Real Property. No condemnation or eminent domain proceeding is pending or, to Seller’s Knowledge, threatened which could reasonably be expected to preclude or impair in any way the use of any Real Property. There are no structural or other defects in the Transmission Structures and all such Transmission Structures have been maintained in accordance with generally accepted standards in the broadcast industry.

(g)           No part of any Real Property is subject to any building or use restrictions that could reasonably be expected to restrict or prevent the present use and operation of such Real Property, and each parcel of Real Property is properly and duly zoned for its current use, and such current use is in all respects a conforming use. No Governmental Authority has issued or, to Seller’s Knowledge, threatened to issue, any notice or order that could reasonably be expected to affect adversely the use or operation of any Real Property, or require any repairs, alterations, additions or improvements thereto, or the payment or dedication of any money, fee, exaction or property. There is no actual, or to Seller’s Knowledge, pending, imposition of any

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assessments for public improvements with respect to any Real Property and, to Seller’s Knowledge, no such improvements have been constructed or planned that would be paid for by means of assessments upon any Real Property.

(h)           Each part of the Real Property is located on public roads and streets, and all utility systems required in connection with the use, occupancy and operation of each parcel of Real Property are sufficient for their present purposes and are fully operational and in working order. Each Real Property consists of sufficient land, parking areas, sidewalks, driveways and other improvements to permit the continued use of such Real Property in the manner and for the purposes to which each is currently devoted.

(i)            No member of Seller is a “foreign person” as defined in Section 1445 of the Code.

Section 3.9. Intellectual Property.

(a)           Seller owns all right, title and interest in and to, or has valid license rights to, all of the Transferred Intellectual Property.

(b)           The Transferred Intellectual Property includes all Intellectual Property necessary for the conduct of the Station Business as is it is presently conducted. Schedule 3.9(b) sets forth a true and complete list of all registrations, applications for registration and similar filings with any Governmental Authority relating to the Transferred Intellectual Property owned by Seller. Seller has provided true and complete copies of all such registrations, applications and similar filings to Buyer, and has taken all action necessary to prosecute all of Seller’s existing applications and to maintain all such registrations in full force and effect, and has not taken or failed to take any action which could reasonably be expected to have the effect of waiving any rights to the Intellectual Property.

(c)           Schedule 3.9(c) lists all license agreements in respect of any of the Transferred Intellectual Property either licensed by Seller as licensor to third parties or licensed by third parties to Seller as licensee.

(d)           To the Knowledge of Seller, none of the Transferred Intellectual Property infringes any rights owned or held by any other Person, and there is no claim pending or, to Seller’s Knowledge, threatened contesting Seller’s right exclusively to use any of the Transferred Intellectual Property. To Seller’s Knowledge, no Person is infringing, misappropriating or otherwise conflicting with the rights of Seller in any Transferred Intellectual Property. There are no claims pending or, to Seller’s Knowledge, threatened by any Person in respect of the ownership, validity, enforceability or use of any of the Transferred Intellectual Property.

(e)           Seller has taken all reasonable measures to protect and preserve the security, confidentiality, value and ownership of the Know-How and other confidential information included in the Purchased Assets. To Seller’s Knowledge, none of the Know-How is part of the public domain or knowledge, nor, to Seller’s Knowledge, has the Know-How been used by, disclosed or divulged to, or appropriated by or for the benefit of any Person other than Seller or otherwise to the detriment of the Station Business.

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Section 3.10. Contracts.

(a)           Schedule 3.10 sets forth a true and complete list of all Contracts related to the Station Business to which Seller is a party or by which it is bound, or to which any of the Purchased Assets are subject, except for (i) orders for the purchase of supplies, and (ii) routine Contracts, in each case entered into in the ordinary course of business, having an unexpired term of less than twelve (12) months and involving aggregate remaining payments of less than Five Thousand Dollars ($2,500) ((i) and (ii), the “Ordinary Course Contracts”). All of the Ordinary Course Contracts, in the aggregate, do not involve payment of more than Twenty-Five Thousand Dollars ($25,000). All Contracts identified or otherwise referenced on Schedule 3.10 are collectively referred to herein as the “Material Contracts” and the Material Contracts, together with the Ordinary Course Contracts, are collectively referred to herein as the “Existing Contracts.”

(b)           Seller has made available to Buyer true and complete copies of all written Material Contracts and set forth on Schedule 3.10 are true and complete descriptions of the material terms and conditions of all oral Material Contracts. All of the Material Contracts are, and on the Closing Date will be, in full force and effect, constituting valid and binding obligations of the parties thereto and enforceable in accordance with their respective terms. There exists no default, or any event which upon notice or the passage of time, or both, could reasonably be expected to give rise to any default in the performance by Seller or by any other party under any Material Contract. Seller has not received any notice that any party to any of the Material Contracts intends to cancel or terminate any Material Contract.

Section 3.11. Compliance with Law; Permits. The business and operations of the Stations are, and as of the Closing Date will have been, conducted in all material respects in compliance with all applicable Laws. Schedule 3.11 sets forth a true and complete list of all of the Permits, including any registrations of Transmission Structures (true and complete copies of which are attached thereto). Other than the FCC Licenses, the Permits set forth on Schedule 3.11 constitute all permits, approvals, franchises, concessions, licenses or other governmental authorizations of every character whatsoever that are required by applicable Law or Governmental Authorities for the lawful ownership and operation of the Station Business and the Purchased Assets. Seller is in compliance in all material respects with the terms of all of the Permits, the Permits are in full force and effect, and no violations are or have been recorded in respect of any thereof. No proceeding is pending or, to Seller’s Knowledge, threatened, to cancel, suspend, revoke or limit any of the Permits and, to Seller’s Knowledge, there is no basis for any such proceeding.

Section 3.12. Regulatory Matters.

(a)           Seller is, and at all times from and after the date of this Agreement to and including the Closing Date will be, legally, financially and otherwise qualified under the Communications Act to perform its obligations hereunder, to be the licensee of, and to own and operate the Stations. To Seller’s Knowledge, no fact or circumstance exists relating to the FCC qualifications of Seller that (i) could reasonably be expected to prevent or delay the FCC from granting the Assignment Application or (ii) would otherwise disqualify Seller as the licensee, owner, operator or transferee of the Station.

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(b)                                  Schedule 3.12(b) accurately and completely lists all FCC Licenses and all material pending applications filed with the FCC by Seller with respect to the Stations, true and complete copies of which are attached thereto. Neither any Seller nor any of its Affiliates is the holder, permittee, lessee or licensee of any spectrum licensed by the FCC with respect to the Market other than such spectrum licensed to Seller pursuant to the FCC Licenses.

(c)                                  Each of the Stations has been assigned a channel by the FCC for the provision of digital television (“DTV”) service, and the FCC Licenses include such authorizations. Except as set forth on Schedule 3.12(c), the Stations are broadcasting the DTV signal in accordance with such authorizations in all material respects and the Stations are in compliance in all material respects with the FCC’s DTV build-out requirements. Seller has not leased, licensed, assigned, conveyed or otherwise encumbered any Station’s DTV spectrum or any portion thereof.

(d)                                  Except as set forth on Schedule 3.12(b), no application, action or proceeding is pending for the renewal of any FCC License as to which any petition to deny or objection has been filed and, to Seller’s Knowledge, there is neither now, or on the Closing Date, before the FCC any investigation, proceeding, notice of violation, or order of forfeiture relating to either of the Stations that, if adversely determined, could reasonably be expected to have a Material Adverse Effect. Except as set forth and described in Schedule 3.12(b), there is not now pending and, to Seller’s Knowledge, there is not threatened, any action by or before the FCC to revoke, suspend, cancel, rescind or modify any of the FCC Licenses that, if adversely determined, could reasonably be expected to have a Material Adverse Effect (other than proceedings to amend the Communications Act or proceedings of general applicability to the broadcast television industry).

(e)                                  Each of the Stations is owned and operated by Seller in material compliance with (i) the terms of the FCC Licenses and (ii) the Communications Act, including the Main Studio Rules. Seller has filed or made all applications, reports, and other disclosures required by the FCC to be made in respect of each of the Stations and have or will have timely paid all FCC regulatory fees in respect thereof, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No licenses, authorizations, permits or other rights other than the Permits and the FCC Licenses are required to own and operate the Stations in substantially the same manner as each is being operated as of the date hereof and as of the Closing Date. To Seller’s Knowledge, the FCC Licenses are as of the date hereof, and on the Closing Date will be, in full force and effect and except as set forth and described in Schedule 3.12(b) are not, and on the Closing Date will not be, subject to any condition except conditions applicable to broadcast television licenses generally, or as otherwise disclosed on the face of the FCC Licenses. Seller has no reason to believe that the FCC will not renew any FCC Licenses in the ordinary course.

(f)                                    Schedule 3.12(f) identifies the Towers on which the main analog antenna of each of the Stations is mounted and the Towers on which Seller has mounted, or intends to mount, as applicable, the main digital antenna of each of the Stations. The Transmission Structures are registered to the extent required by Law and all such Transmission Structures have been constructed, and are operated and maintained, in compliance in all material respects with the FCC Licenses and all applicable Laws, including the Communications Act and those

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promulgated by the FAA (and including, to the extent applicable, all such Laws concerning the marking, painting, lighting, height and registration of the Transmission Structures).

(g)                                 Seller has provided Buyer copies of all conducted or obtained engineering studies (including studies in respect of wind load) in its possession.

(h)                                 All Transmission Equipment is (i) in good operating condition and adequate repair (ordinary wear and tear excepted) and (ii) operated and maintained in accordance with good engineering practices and in material compliance with all applicable Laws, including the Communications Act and the FCC Licenses.

(i)                                    Each of the Stations is operating at the effective radiated power authorized under the applicable FCC Licenses.

(j)                                    To Seller’s Knowledge, the Stations do not cause or receive any material interference that is in violation of the Communications Act or any other applicable Laws.

(k)                                All material returns, reports and statements that Seller is currently required to file with the FCC or FAA have been filed.

Section 3.13. Cable and Satellite Matters.

(a)                                  Schedule 3.13(a) sets forth a true and complete list of:

(i)                                    all MVPDs that carry the Stations’ signals, and the channel on which the each of the Stations’ signals are carried;

(ii)                                (A) all MVPDs in the Market to which Seller has provided a must-carry notice or retransmission consent notice in accordance with the provisions of the Communications Act for all or any portion of the three (3) -year period commencing January 1, 2006, for cable systems and Direct Broadcast Satellite (“DBS”) systems, including in each case a detailed description of the disposition and current status of each such must-carry or retransmission consent notice, and (B) a list of all MVPDs in the Market to which Seller has not provided any such must-carry or retransmission consent notice;

(iii)                            all retransmission consent or Copyright indemnification Contracts entered into with any MVPD other than an MVPD in the Market with respect to the Stations as of the Effective Date and the expiration date for each such Contract;

(iv)                               all modifications to the geographic area in which the Stations are eligible for must-carry or retransmission consent rights under FCC rules that are pending with or have been approved by the FCC, including any appeals of such modifications to the FCC or a reviewing court;

(v)                                   all notices received by Seller or the Stations from or in connection with a DBS system relating to the intention of such DBS system to import into the Market the signals of other stations that are “significantly viewed”; and

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(vi)                               all retransmission consent or Copyright Indemnification Contracts with respect to any MVPD in the Market with respect to either Station.

(b)                                  Except as set forth on Schedule 3.13(a), no MVPD has advised Seller of any signal quality or Copyright indemnity or other obstacle to carriage of the Stations’ signals, and no MVPD has declined or threatened to decline such carriage or failed to respond to a request for carriage or sought any form of relief from carriage from the FCC.

(c)                                  Seller has delivered to Buyer true and complete copies of all material notices, Contracts, correspondence and other items described in Sections 3.13(a)(i)-(v).

Section 3.14. Accounts Receivable. Schedule 3.14 contains a true and complete aged list of Accounts Receivable as of the month ended immediately prior to the Effective Date. The Accounts Receivable arose in the ordinary course of business and are collectible in the face value thereof within ninety (90) days after the date of invoice, using normal collection procedures, net of the reserve for doubtful accounts set forth thereon, which reserve is adequate and was calculated in accordance with GAAP applied consistently with Seller’s past practices.

Section 3.15. Accounts Payable. Schedule 3.15 contains a true and complete list of all Accounts Payable as of the month ended immediately prior to the Effective Date, including a breakdown, in each case, of the name of the creditor, the amount payable and the date on which such account became payable. All Accounts Payable were incurred in the ordinary course of business in connection with the Station Business and are due not more than 60 days after Closing, and Seller has provided Buyer with all relevant documentation relating thereto.

Section 3.16. Litigation. Except as set forth in Schedule 3.16, there are no claims, actions, suits, proceedings or investigations pending or, to Seller’s Knowledge, threatened before any court, arbitrator or Governmental Authority which affect Seller, the Station Business or the Purchased Assets or which could reasonably be expected to restrain, enjoin or otherwise prevent the consummation of the transactions contemplated by this Agreement or the other agreements, certificates and documents delivered in connection herewith, nor, to Seller’s Knowledge, is there any reasonable basis on which any claim, action, suit, proceeding or investigation may be brought in the future. Seller has made available to Buyer true and complete copies of all court papers and other documents with respect to the matters referred to in Schedule 3.16. Except as set forth in Schedule 3.16, there is no outstanding writ, judgment, stipulation, injunction, decree, determination, award or other order of any Governmental Authority against Seller relating to the Station Business or that adversely affects the condition (financial or otherwise), or operations of the Station Business.

Section 3.17. Labor Matters. Except as disclosed in Schedule 3.17, with respect to the Station Business (a) there is no labor strike, dispute, slowdown, stoppage or lockout pending, affecting, or, to Seller’s Knowledge, threatened against Seller, and during the last three (3) years there has not been any such action and, to Seller’s Knowledge, there are no existing or prior facts, circumstances or conditions that could reasonably be expected to lead to such an action; (b) there are no union claims to represent the Employees nor have there been any claims to represent Employees or former employees of Seller within the last three (3) years; (c) there is no written or oral Contract with any labor organization, nor work rules or practices agreed to

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with any labor organization or employee association, applicable to the Employees, nor is Seller a party to or bound by any collective bargaining or similar Contract; (d) there is, and within the last three (3) years has been, no representation of the Employees or former employees of Seller by any labor organization and, to Seller’s Knowledge, there are no union organizing activities among the Employees, nor does any question concerning representation exist concerning such Employees; (e) Seller has not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Laws, and Seller is, and has for the past three (3) years been, in compliance with all applicable Laws in respect of employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health; (f) there is no unfair labor practice charge or complaint against Seller pending or, to Seller’s Knowledge, threatened before the National Labor Relations Board or any other Governmental Authority and, to Seller’s Knowledge, there are no existing or prior facts, circumstances or conditions that could reasonably be expected to form the basis therefor; (g) there is no grievance pending or, to Seller’s Knowledge, threatened against Seller arising out of any collective bargaining agreement or other grievance procedure and, to Seller’s Knowledge, there are no existing or prior facts, circumstances or conditions that could reasonably be expected to form the basis therefor; (h) there are no charges with respect to or relating to Seller pending or, to Seller’s Knowledge, threatened before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices and, to Seller’s Knowledge, there are no existing or prior facts, circumstances or conditions that could reasonably be expected to form the basis therefor; (i)  Seller has not received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to Seller in respect of the Station Business and no such investigation is in progress; and (j) no complaints, lawsuits or other proceedings are pending or, to Seller’s Knowledge, threatened in any forum by or on behalf of any Employee or former employee of Seller, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract for employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortuous conduct in connection with any employment relationship.

Section 3.18. Employees and Employee Benefits.

(a)                                  Schedule 3.18(a) contains a true and complete list of (i) each Employee, including details of title, date of hire, salary or wage rate, date of birth, commissions for past fiscal year, accrued leave and severance or stay bonus obligation and (ii) all written and oral Contracts (including employment and consulting agreements) between Seller on one hand, and any Employee or consultant of Seller with respect to the Station Business on the other. No Employee is a party to, or is otherwise bound by, any Contract, including any confidentiality, noncompetition, proprietary rights agreement or similar Contract, between such Employee and Seller that would affect the performance of his duties as an employee of Buyer if employed by Buyer pursuant to the terms and subject to the conditions of Section 5.11.

(b)                                  Schedule 3.18(b) sets forth all personnel policies, rules or procedures (whether written or oral) applicable to Employees, and Seller has delivered to Buyer true and complete copies of all such written policies, rules or procedures, together with summaries of all oral policies, rules or procedures.

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(c)                                  Schedule 3.18(c) contains a true and complete list of each Plan. Seller has delivered to Buyer true and complete copies of (i) each Plan for which a Plan document exists, (ii) the summary plan description for each Plan and (iii) the latest annual report, if any, which has been filed with the IRS for each Plan. Each Plan intended to be tax qualified under Sections 401(a) and 501(a) of the Code is, and has been determined by the IRS to be, tax qualified under Sections 401(a) and 501(a) of the Code and, since such determination, no amendment to or failure to amend any such Plan or any other circumstance adversely affects its tax qualified status. There has been no prohibited transaction within the meaning of Section 4975 of the Code and Section 406 of Title I of ERISA with respect to any Plan.

(d)                                  No Plan is subject to the provisions of Section 412 of the Code or Part 3 of Subtitle B of Title I of ERISA. No Plan is subject to Title IV of ERISA. During the past three (3) years, neither Seller nor any Person then Controlling, Controlled by, or under common Control with Seller contributed to or was obligated to contribute to an employee pension plan that was subject to Title IV of ERISA.

(e)                                  There are no actions, claims, lawsuits or arbitrations (other than routine claims for benefits) pending, or, to Seller’s Knowledge, threatened, with respect to any Plan or the assets of any Plan, and, to Seller’s Knowledge, no facts exist which could reasonably be expected to give rise to any such actions, claims, lawsuits or arbitrations (other than routine claims for benefits). Seller has satisfied all funding, compliance and reporting requirements for all Plans. With respect to each Plan, Seller has paid all contributions (including employee salary reduction contributions) and all insurance premiums that have become due and any such expense accrued but not yet due has been properly reflected in the Financial Statements.

(f)                                    No Plan provides or is required to provide, now or in the future, health, medical, dental, accident, disability, death or survivor benefits to or in respect of any Person beyond termination of employment, except to the extent required under any state insurance Law or under Part 6 of Subtitle B of Title I of ERISA and under Section 4980(B) of the Code. No Plan covers any individual other than Employees or dependents or spouses of Employees under health and child care policies listed in Schedule 3.18(b).

(g)                                 The consummation of the transactions contemplated by this Agreement and the other agreements, certificates and documents delivered in connection herewith do not and will not (i) entitle any Employee to severance pay, pension payments or termination benefits for which Buyer or any of its Affiliates may become liable, (ii) accelerate the time of payment or vesting, or increase the amount of compensation due to any such Employee or former employee of Seller for which Buyer or any of its Affiliates may become liable or (iii) obligate Buyer or any of its Affiliates to pay or otherwise be liable for any compensation, vacation days, pension contribution or other benefits to any Employee, former employee, consultant or agent of Seller with respect to the Station Business for periods before the Closing Date or for personnel whom Buyer does not actually employ.

(h)                                 Seller has not made any representations or warranties (whether written or oral, express or implied) for which Seller, Buyer or any of Buyer’s Affiliates could be liable, contractually or otherwise, to any client or customer of Seller that the Employees rendering services to such client or customer are not “leased employees” (within the meaning of Section

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414(n) of the Code) or that such Employees would not be required to participate under any pension benefit plan (within the meaning of Section 3(2) of ERISA) (a “Pension Benefit Plan”) of such client or customer relating either to (i) providing benefits to Employees under a Pension Benefit Plan of Seller or (ii) making contributions to or reimbursing such client or customer for any contributions made to a Pension Benefit Plan of such client or customer on behalf of the Employees.

Section 3.19. Environmental Matters. To the Knowledge of Seller and except as disclosed in Schedule 3.19, (a) the operation of the Station Business and the use of the Purchased Assets as heretofore operated and used are not in violation of any applicable Environmental Law; (b) no inspection or investigation by any Governmental Authority at or about the Real Property or, with respect to the Station Business, any other facility or property currently or previously owned or operated by Seller or any third party has resulted in a citation, complaint, notice of violation, or letter demanding cleanup of any Hazardous Substances pursuant to any Environmental Law that in any case Seller or such third party has failed to remedy, nor is any such citation, complaint, notice of violation, or letter threatened, nor, to Seller’s Knowledge, does any condition or state of affairs exist with respect to any such Real Property or any other properties or facilities which could reasonably be expected to result in any such citation, complaint, notice of violation or letter; (c) Seller has (i) not disposed of, or stored for more than ninety (90) days, any Hazardous Substances on the Real Property, nor has there been any release, spill or leak of any Hazardous Substances at such sites reportable under any Environmental Law, and (ii) fully complied with all Environmental Laws relating to the generation, storage, treatment, recycling, removal, cleanup, transport or disposal of all Hazardous Substances at such sites and otherwise with respect to the Station Business; and (d) there are no Hazardous Substances present at the surface or subsurface levels of the Real Property, or present in the air above, or the air and water immediately surrounding, such property which is in excess of any concentration levels or standards prescribed or permitted by any applicable Environmental Law, nor does any condition or state of affairs exist on or about such property that would now or in the future require remedial investigation, corrective action or closure under the provisions of any Environmental Law or that could reasonably be expected to constitute a nuisance or other violation of any Environmental Law.

Section 3.20. Insurance. Schedule 3.20 contains a true and complete list of all policies of casualty, liability, theft, fidelity, life and other forms of insurance related to the Station Business held by Seller (specifying for each such insurance policy the insurer, the policy number or cover note number with respect to binders, the policy period, the policy limits, and each pending claim thereunder of more than Ten Thousand Dollars ($10,000), and setting forth the aggregate amounts paid out under each such policy during the last three (3) years through the Effective Date). Each such policy is valid and binding, and is or has been in effect during the entire policy period stated therefor. True and complete copies of all such policies have been delivered to Buyer. All insurance policies are in the name of Seller and all premiums with respect to such policies are currently, and as of the Closing Date will be, paid. Seller has not received notice of cancellation or termination of any such policy, nor has it been denied or had revoked or rescinded any policy of insurance, nor borrowed against any such policies. No claim under any such policy is pending.

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Section 3.21. Related Party Transactions. No current or former partner, director, officer, employee, member or shareholder of Seller or any Affiliate thereof, is presently, or during the twelve (12) -month period ending on the Effective Date has been, (a) a party to any transaction related to the Station Business with Seller, including any Contract providing for the furnishing of services by, or rental of real or personal property from, or otherwise requiring payments to, any such partner, director, officer, employee, member, shareholder, associate or Affiliate, or (b) to Seller’s Knowledge, the direct or indirect owner of an interest in any Person which is a present or potential competitor, supplier or customer of the Station Business, nor does any such Person receive income from any source other than Seller which relates to the business or should properly accrue to the Station Business.

Section 3.22. Taxes. Except as set forth on Schedule 3.22, Seller has timely filed or caused to be filed all Tax Returns that are required to have been filed by it with respect to the Purchased Assets or the Station Business and has maintained all required records relating to Taxes with respect to or covering the Purchased Assets or the Station Business. All such Tax Returns are true and complete in all material respects. Seller will have paid all Taxes relating to the Purchased Assets or the Station Business due as of the Closing Date, whether or not shown on any Tax Return. Except with respect to Taxes not yet due and payable, none of the Purchased Assets are subject to any Lien arising in connection with the failure or alleged failure to pay any Tax. The charges, accruals and reserves for Taxes of Seller relating to the Purchased Assets or the Station Business for any pre-Closing Tax period (including any Tax period for which no Tax Return has yet been filed) reflected on the books of Seller (excluding any provision for deferred Taxes) as disclosed to Buyer, are adequate to cover such Taxes. None of the Purchased Assets are “tax-exempt use property” within the meaning of Section 168(h) of the Code. There are no outstanding waivers or agreements extending the application of any statute of limitations of any jurisdiction for any period with respect to Seller regarding the assessment or collection of any Tax and there are no material disputes concerning Taxes, claimed or raised, by any Governmental Authority in writing, or as to which Seller has Knowledge based on personal contact with any Governmental Authority, in each case with respect to the Purchased Assets or the Station Business. Seller has made available to Buyer true and complete copies of all Tax Returns filed by or on behalf of Seller with respect to the Purchased Assets or the Station Business for each of the past three (3) taxable years. Seller has, in all material respects, withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any Employee, independent contractor, creditor, stockholder, or other third party in respect of the Station Business.

Section 3.23. Brokers. Except for the commission to be paid by Seller to Wachovia Capital Markets, L.L.C., which is and shall be the sole responsibility of Seller, no agent, broker, firm or other Person acting on behalf, or under the authority, of Seller is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee directly or indirectly in connection with any of the transactions contemplated hereby.

ARTICLE IV— REPRESENTATIONS AND WARRANTIES OF BUYER

In order to induce Seller to enter into this Agreement, Buyer hereby represents and warrants to Seller as follows, with each such representation and warranty subject only to such exceptions, if

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any, as are set forth in the particular disclosure Schedule numbered and captioned to correspond to, and referenced in, such representation or warranty:

Section 4.1. Organization, Standing and Power. Buyer is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to own, lease and operate its properties and to carry on its business as now being conducted.

Section 4.2. Authority; Binding Agreements. The execution and delivery of this Agreement and the other agreements, certificates and documents delivered in connection herewith and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary limited liability company action on the part of Buyer. Buyer has all requisite limited liability company power and authority to enter into this Agreement and the other agreements, certificates and documents delivered in connection herewith and to consummate the transactions contemplated hereby and thereby, and this Agreement and the other agreements, certificates and documents delivered in connection herewith have been, or upon execution and delivery thereof will be, duly executed and delivered by Buyer. This Agreement and the other agreements, certificates and documents delivered in connection herewith are, or upon execution and delivery thereof will be, the valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except as enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditor’s rights generally and the application of general principles of equity (regardless of whether that enforceability is considered in a proceeding at law or in equity).

Section 4.3. Conflicts; Consents. The execution and delivery of this Agreement and the other agreements and documents to which Buyer is a party as contemplated by this Agreement, the consummation of the transactions contemplated hereby and thereby and compliance by Buyer with the provisions hereof and thereof do not and will not (a) conflict with or result in a breach of the certificate of formation, limited liability company agreement, or other constitutive or organizational documents of Buyer, (b) subject to receipt of the FCC Consent, violate any Law applicable to Buyer or Buyer’s properties or assets, or (c) other than FCC Consent and the filings associated therewith, require the consent or approval by, or any notification of or filing with, any Governmental Authority.

Section 4.4. FCC Qualifications. Except as set forth on Schedule 4.4, Buyer is, and as of the Closing will be, legally, financially and otherwise qualified under the Communications Act to perform its obligations hereunder and to be the licensee of, and own and operate, the Stations. Subject to the assignment to a Qualified Assignee pursuant to Section 9.5 hereof, except as set forth in Schedule 4.4 and other than the requirement to obtain the Satellite Waiver, to Buyer’s Knowledge, no fact or circumstance exists relating to the FCC qualifications of Buyer that (a) could reasonably be expected to prevent the FCC from granting the Assignment Application or (b) would otherwise disqualify Buyer as the licensee, owner or operator of the Stations. Subject to the assignment to a Qualified Assignee pursuant to Section 9.5 hereof, to Buyer’s Knowledge, other than the Satellite Waiver and as otherwise provided on Schedule 4.4, no waiver of any FCC rule or policy is required for the grant of the FCC Consent.

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Section 4.5. Brokers. No agent, broker, investment banker, firm or other Person acting on behalf, or under the authority, of Buyer is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee directly or indirectly from Seller or its Affiliates in connection with any of the transactions contemplated hereby.

ARTICLE V—ADDITIONAL AGREEMENTS

Section 5.1. FCC Matters.

(a)                                  FCC Consent. The consummation of the transactions contemplated hereby is subject to the prior consent and approval of the FCC. Within fifteen (15) Business Days after the Effective Date, Seller and Buyer shall prepare and thereafter shall promptly file with the FCC the Assignment Application. In addition, each Party hereto covenants and agrees to (i) prepare, file and prosecute any alternative application, petition, motion, request or other filing (including any motion for leave to withdraw or dismiss any Assignment Application filed by the Parties with the FCC in connection with the transactions contemplated hereby) (the “Additional Applications”); (ii) file any amendment or modification to the FCC Applications; (iii) otherwise take any other action with respect to the FCC as may be reasonably necessary in connection with the transactions contemplated hereby; and (iv) cooperate in good faith with the other Party hereto with respect to the foregoing, all as may be determined by Buyer to be necessary, appropriate or advisable in order to consummate the transactions contemplated by this Agreement.

(b)                                  Prosecution of FCC Applications. Upon filing, the Parties shall prosecute the FCC Applications with commercially reasonable diligence and otherwise use commercially reasonable efforts to obtain the grant of the FCC Applications as expeditiously as practicable. Each Party shall promptly provide to the other Party a copy of any pleading, order or other document served on them relating to any such FCC Application.

(c)                                  Certain Actions and Omissions. Seller or Buyer shall not take any action, or omit to take any action, or enter into any Contract which would, or could reasonably be expected to, prevent or interfere with the successful prosecution of any FCC Application or the consummation of the transactions contemplated by this Agreement, or which is or would be inconsistent with any FCC Application or the consummation of the transactions contemplated by this Agreement.

(d)                                  Certain FCC Conditions. Each Party agrees to comply with any condition imposed on it by any FCC Consent, except that no Party shall be required to comply with a condition if (i) the condition was imposed on it as the result of a circumstance the existence of which does not constitute a breach by that Party of any of its representations, warranties, covenants, obligations or agreements hereunder; (ii) compliance with the condition could reasonably be expected to have, in the case of Seller, a Material Adverse Effect, or in the case of Buyer, a material adverse effect upon Buyer or its Affiliates; or (iii) with respect to Buyer, require the divestiture by Buyer of any material assets of Buyer, including any broadcast station or licensed facility, or the termination or material modification of any currently existing local marketing agreement or other similar Contract with respect to the provision of

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programming or other services to a television station. Notwithstanding anything to the contrary in this Agreement, Buyer agrees to comply with any conditions imposed by the FCC Consent related to the disclosure in Part III of Schedule 3.12(b) of this Agreement. Buyer and Seller shall oppose any petitions to deny or other objections filed with respect to any FCC Application and any requests for reconsideration or review of any FCC Consent.

(e)                                  Satellite Waiver. Without limiting the generality of the foregoing, the Assignment Application shall include a request for an exemption from (i) 47 C.F.R. § 73.3555 to permit Buyer to continue the operation of WGTQ as a satellite station of television station WGTU, and (ii) the Main Studio Rules with respect to WGTQ as currently in effect (collectively, the “Satellite Waiver”).

(f)                                    Certain Extensions. If the Closing shall not have occurred for any reason within the original effective period of any FCC Consent, and neither Party shall have terminated this Agreement pursuant to its right under Section 7.1, the Parties shall jointly request an extension of the effective period of such FCC Consent. No extension of the effective period of any FCC Consent shall limit the exercise by either Party of its right to terminate the Agreement under Section 7.1.

Section 5.2. Conduct of Station Business.

(a)                                  Certain Affirmative Covenants. From the Effective Date until the Closing Date, except as otherwise consented to by Buyer in writing, Seller shall use its commercially reasonable efforts to:

(i)                                    operate and control the Stations in all material respects in the ordinary course of business and in a manner consistent with past practices (except where such conduct would conflict with the following covenants or with Seller’s other obligations under this Agreement) and otherwise in compliance in all material respects with all applicable Laws, including the Communications Act, the FCC Licenses and all applicable Permits and including further maintaining in effect or obtaining as may be necessary special temporary authorizations;

(ii)                                maintain and repair facilities and equipment related to Seller’s operations with respect to the Stations, maintain its inventory of supplies, parts and other materials and keep books of account, records and files, in each case in the ordinary course of Station Business consistent with past practices;

(iii)                            keep in full force and effect insurance in respect of the Station Business and the Purchased Assets comparable in amount and scope of coverage to that maintained as of the Effective Date;

(iv)                               perform in all material respects all obligations under the Assumed Contracts which arise prior to and including the Closing Date and any other documents relating to or affecting the Purchased Assets or the Station Business;

(v)                                   comply in all material respects with all applicable Laws;

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(vi)                               preserve intact all goodwill of or relating to the Stations or the Station Business;

(vii)                           take all actions reasonably necessary or appropriate to protect the Stations from objectionable interference from other stations, including the filing of any and all necessary pleadings with the FCC to prevent or remedy such interference; and

(viii)                       remain qualified under the Communications Act to perform its obligations hereunder, to be the licensee of, and to own and operate the Stations.

(b)                                  Certain Negative Covenants. Seller shall not (to the extent the following restrictions are permitted by the FCC, the Communications Act and all other applicable Laws), except as otherwise consented to by Buyer in writing:

(i)                                    other than in the ordinary course of business, assign, sell, lease (as lessor), transfer or dispose of, or agree to assign, sell, lease (as lessor), transfer or dispose of, any material Purchased Assets without replacement thereof with functionally equivalent or superior assets;

(ii)                                apply to the FCC for any FCC license, construction permit, authorization or any modification thereto that would materially restrict the Stations’ present operations or make any material adverse change in the buildings, leasehold improvements or fixtures owned by Seller, including any Transmission Structure;

(iii)                            enter into any arrangement or Contract with any Affiliate or shareholder of Seller, or any of any such shareholders’ parents, spouse, descendants (whether natural, step or adopted) or other family member in respect of the Station Business or the Purchased Assets;

(iv)                               enter into any material amendment or modification to, or grant any material waiver under, any lease, sublease, license, or other Contract with respect to the Real Property.

(v)                                   incur, or suffer or permit to exist, any Lien (other than a Permitted Lien or Liens as of the Effective Date to be discharged at Closing pursuant to the terms and subject to the conditions set forth in this Agreement) on any Purchased Asset(s);

(vi)                               enter into, renew, amend or modify any Contract relating in any way to the Stations or the Station Business except to the extent that such Contract is (A) entered into in the ordinary course of business and (B) does not involve liabilities or obligations in excess of Two Thousand Five Hundred Dollars ($2,500) individually or Twenty-Five Thousand Dollars ($25,000) in the aggregate;

(vii)                           enter into any local marketing agreement, joint sales agreement, shared services agreement or other similar Contract in respect of the programming or operations of the Stations;

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(viii)                       except as required by applicable Laws or Existing Contract, (A) hire any employee except in the ordinary course of Station Business and consistent with past practices of Seller, or (B) enter into, renew, amend or modify any collective bargaining agreement, in each case in respect of the Station Business or the Purchased Assets.

(ix)                              enter into any new Plan or amend any existing Plan or grant any increases in employee compensation except for increases in compensation in the ordinary course of business and consistent with past practice;

(x)                                  take, or fail to take, any other action which could reasonably be expected to result in a breach or inaccuracy in any of the representations or warranties of Seller contained in this Agreement;

(xi)                              agree or commit, whether in writing or otherwise, to take any of the actions specified in the foregoing clauses; or

(xii)                          commit or suffer any of the acts described in clauses (a) through (t) of Section 3.6.

(c)                                  FCC Licenses; Permits. During the period commencing on the Effective Date and ending on the earlier of the Closing Date or the termination of this Agreement, Seller shall (i) maintain in effect the FCC Licenses and all Permits that are required to carry on the Station Business, (ii) promptly execute any necessary applications for renewal of FCC Licenses necessary for the operation of the Stations as presently conducted and will use reasonable efforts to cooperate with Buyer in any other respect as Buyer may reasonably request in order to protect, preserve or maintain the Purchased Assets or the Station Business; (iii) timely file with the FCC all required reports and pay any required annual regulatory fees for the operation of the Stations; and (iv) deliver to Buyer, within ten (10) Business Days after filing, copies of any reports, applications or responses to the FCC related to the Stations which are filed during such period. Upon request of Buyer, Seller shall consent, pursuant to 47 C.F.R. Section 73.3517, to the filing by, and in the name of Buyer (or any permitted assignee of Buyer) of an application requesting the authorization of the FCC to modify any FCC License or authorization of or relating to either of the Stations, provided that such authorization be contingent upon Closing. All filing costs related to such filings shall be borne by Buyer.

Section 5.3. Obligation to Consummate Transaction. Each of the Parties hereto agrees to use all commercially reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable to the extent permissible under applicable Laws, to consummate and make effective the transactions contemplated by this Agreement as expeditiously as practicable and to ensure that the conditions set forth in Article VI are satisfied, insofar as such matters are within the control of either of them. Without limitation to the foregoing or to Section 2.5, Seller shall use its commercially reasonable efforts to obtain all Material Consents.

Section 5.4. Exclusivity. From the Effective Date until the earliest of (a) the Closing Date or (b) the termination of this Agreement (other than as a result of the failure of Seller to comply with or perform its covenants and obligations under this Agreement), Seller

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shall not, and shall not permit any of its Affiliates or any partners, directors, officers or agents of the foregoing to, directly or indirectly, solicit or initiate, enter into or conduct discussions concerning, or exchange information (including by way of furnishing information concerning Seller or the Station Business) or enter into any negotiations concerning, or respond to any inquiries or solicit, receive, entertain or agree to any proposals for, the acquisition of Seller, the Station Business, the Purchased Assets or any substantial part thereof. In addition, during such time period, Seller shall notify Buyer of the identity of any Person that approaches Seller and the contents of any such proposals, inquiries or discussions.

Section 5.5. Access and Information; Additional Disclosure.

(a)                                  Access and Information. From the Effective Date until the earlier of the Closing Date and the termination of this Agreement, Seller shall permit Buyer and its representatives to make such investigation of the Station Business and the Purchased Assets as Buyer deems reasonably necessary or desirable in connection with the transactions contemplated hereby. Such investigation shall include access to the directors, officers, employees, agents and representatives (including legal counsel and independent accountants) of Seller and the operations, properties, books and records of the Station Business. During such period, Seller shall furnish Buyer and its representatives with such financial, operating and other data and information, and copies of documents with respect to the Station Business or any of the transactions contemplated hereby, as Buyer shall from time to time request. Such access and investigation shall be made upon reasonable notice and at reasonable places and times. Such access and information shall not in any way diminish or otherwise affect any of the representations or warranties hereunder or Buyer’s rights to indemnification in respect of any breach thereof. Without limiting the foregoing, during such period, Seller shall keep Buyer informed as to the operations of the Station Business and shall consult with Buyer with respect thereto.

(b)                                  Additional Disclosure. From the Effective Date until the earlier of the Closing Date and the termination of this Agreement, Seller shall give prompt written notice to Buyer of (i) the occurrence, or failure to occur, of any event which causes any representation or warranty made by it in this Agreement or any Exhibit or Schedule hereto to be untrue or inaccurate as of the Effective Date or as of the Closing Date, and (ii) any failure to comply with or satisfy any covenant, condition or agreement required to be complied with or satisfied by it under this Agreement or any Exhibit or Schedule hereto; provided, however, that such disclosure shall not be deemed to cure any breach of representation, warranty, covenant or agreement or to satisfy any condition for purposes of determining whether the conditions set forth in Article VI have been satisfied.

Section 5.6. Confidentiality; Non-Competition; Non-Solicitation.

(a)                                  Seller Confidentiality Agreement. Seller shall and shall cause its Affiliates and its and their respective counsel, accountants, financial advisors, lenders and other agents and representatives to: (i) protect the Buyer Confidential Information with at least the same degree of care, but no less than reasonable care, with which it protects its own most sensitive confidential information and not to disclose or reveal any Buyer Confidential Information to any Person other than to its or its Affiliates’ respective officers, directors,

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employees, attorneys, accountants, other agents and representatives, including engineers, financial advisors, current and prospective lenders who need to know the Buyer Confidential Information in connection with any investigation of Seller or the negotiation, preparation or performance of this Agreement or any document to be delivered hereunder or for the purpose of evaluating Seller or the transactions contemplated hereby, except to the extent that disclosure of Buyer Confidential Information has been consented to in writing by Buyer; and (ii) not use the Buyer Confidential Information for any purpose other than (A) in connection with the evaluation or consummation of the transactions contemplated by this Agreement; (B) to the extent necessary in connection with any filing requirements under the laws of the United States or to obtain any Consents; or (C) to enforce Seller’s rights and remedies under this Agreement. The obligations of Seller under this Section 5.6(a) shall survive the Closing or the termination of the Agreement for a period of three (3) years after such Closing or termination, as applicable.

(b)                                  Buyer Confidentiality Agreement. Buyer shall and shall cause its Affiliates and permitted assigns, including a Qualified Assignee, and its and their respective counsel, accountants, financial advisors, lenders and other agents and representatives to: (i) protect the Seller Confidential Information with at least the same degree of care, but no less than reasonable care, with which it protects its own most sensitive confidential information and not to disclose or reveal any Seller Confidential Information to any Person other than to its or its Affiliates’ or permitted assigns’ (including a Qualified Assignee) respective officers, directors, employees, attorneys, accountants, other agents and representatives, including engineers, financial advisors, current and prospective lenders who need to know the Seller Confidential Information in connection with the performance of this Agreement or any document to be delivered hereunder or for the purpose of evaluating the transactions contemplated hereby, except to the extent that disclosure of such Seller Confidential Information has been consented to in writing by Seller; and (ii) not use the Seller Confidential Information for any purpose other than (A) in connection with the evaluation or consummation of the transactions contemplated by this Agreement; (B) to the extent necessary in connection with any filing requirements under the laws of the United States or to obtain any Consents; or (C) to enforce Buyer’s rights and remedies under this Agreement. The obligations of Buyer under this Section 5.6(b) shall survive the Closing or the termination of the Agreement for a period of three (3) years after such Closing or termination, as applicable.

(c)                                  Non-Competition; Non-Solicitation. (i) Seller hereby acknowledges and recognizes its possession of confidential or proprietary information and the highly competitive nature of the Station Business and accordingly agrees that, in consideration of Buyer’s entering into this Agreement and the other transactions contemplated hereby and the premises contained herein, including the payment of the Purchase Price and the assumption of the Assumed Liabilities as provided hereunder, neither Seller nor any of its Affiliates (now existing or hereafter incorporated, formed or otherwise organized) shall, for a period commencing on the Closing Date and concluding on the three (3) year anniversary thereof, directly or indirectly, for any reason whatsoever, either individually or as shareholder, member, partner, agent or principal of another business firm:

(A)                              engage in the Market in any business involving, directly or indirectly, a business substantially similar to the Station Business, including the ownership or operation of, or the provision of any programming or

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advertising sales services to, any television station (a “Competitive Business”);

(B)                                assist any other Person in engaging in any Competitive Business;

(C)                                solicit, professionally contact or provide consulting services to any client of the Station Business in a manner related solely to the Market.

(D)                               induce employees of Buyer or any of its Affiliates or permitted assigns (including a Qualified Assignee) or any Employees or former employees of Seller involved in the Station Business, if any, to terminate their employment with Buyer or such permitted assignee or Affiliate; and

(E)                                 hire any employees of Buyer or permitted assigns (including a Qualified Assignee) to work with Seller or any of its Affiliates.

(ii)                                If this Agreement is terminated for any reason, Buyer and its Affiliates shall not solicit or hire any of the employees of Seller or Seller’s Affiliates for a period of three years from effective date of such termination of this Agreement.

(d)                                  Interpretation. Seller acknowledges and agrees that the provisions of this Section 5.6 are necessary and reasonable to protect Buyer in the conduct of its business and are a material inducement to Buyer’s execution and delivery of this Agreement. In the event that the restrictions against engaging in competition or solicitation contained in this Section 5.6 shall be determined in accordance with Section 9.1 to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, this Section 5.6 shall be interpreted to extend only over the maximum period of time for which it may be enforceable and over the maximum geographical areas as to which it may be enforceable and to the maximum extent in all other respects as to which it may be enforceable all as determined in accordance with Section 9.1.

(e)                                  Equitable Relief. Seller acknowledges and agrees that a breach of this Section 5.6 will cause irreparable damage and great loss to Buyer or its Affiliates or permitted assigns (including a Qualified Assignee), the exact amount of which will be difficult to ascertain and that the remedies at law for any such breach will be inadequate. Accordingly, Seller acknowledges and agrees that in the event of such a breach, Buyer shall be entitled to equitable relief, including injunctive relief, without posting bond or other security and without a showing of the inadequacy of monetary damages as a remedy.

Section 5.7. Certain Tax Matters. All recordation, transfer, documentary, excise, sales, value added, use, stamp, conveyance or other similar Taxes, duties or governmental charges, and all recording or filing fees or similar costs, imposed or levied by reason of, in connection with or attributable to this Agreement or the transactions contemplated hereby (collectively, “Transfer Taxes”) shall be borne equally by Seller and Buyer; provided, however, that Buyer and Seller shall reasonably cooperate with one another to lawfully minimize such Taxes. In the case of Transfer Taxes for which Buyer is liable to the pertinent taxing authority, at the Closing, Seller shall pay to Buyer fifty percent (50%) of the amount of such Transfer

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Taxes as reasonably estimated by Buyer, with subsequent additional payments by Seller to Buyer or refunds by Buyer to Seller of amounts previously paid by Seller in the event it is subsequently determined that the amount of the subject Transfer Taxes was more or less than the estimated amounts.

Section 5.8. Public Announcements. Prior to the Closing, neither Buyer nor Seller shall issue any press release or otherwise make any public statement with respect to the transactions contemplated hereby without the prior written consent of the other Party hereto. At and after the Closing, each Party shall not have the right to issue any press release or otherwise make any public statement with respect to the transactions contemplated hereby without the consent of the other, such consent to not be unreasonably withheld or delayed. Notwithstanding anything to the contrary herein, any Party may issue any press release or make any public statement with respect to the transactions contemplated hereby without the approval of the other Party as may be required by applicable Law or court process, provided that notice is promptly delivered to the other Party in order to provide an opportunity to seek a protective order or other similar order with respect to such information and the issuing Party thereafter discloses only the minimum information required to be disclosed in order to comply with the request, whether or not a protective order or other similar order is obtained by the other Party.

Section 5.9. Checks; Remittances and Refunds. After the Closing, if Seller or its Affiliates receive any payment, refund or other amount which is attributable to, results from or is related to a Purchased Asset or is otherwise properly due and owing to Buyer in accordance with the terms of this Agreement, Seller shall promptly remit, or cause to be remitted, such amount to Buyer. Seller shall promptly endorse and deliver to Buyer any notes, checks, negotiable instrument, letters of credit or other documents received on account of, attributable to or otherwise relating to the Purchased Assets which are properly due and owing to Buyer in accordance with the terms of this Agreement, and Buyer shall have the right and authority to endorse, without recourse, the name of Seller or any of its Affiliates on any such instrument or document. After the Closing, if Buyer or its Affiliates receive any refund or other amount which is properly due and owing to Seller in accordance with the terms of this Agreement, Buyer shall promptly remit, or cause to be remitted, such amount to Seller.

Section 5.10. Cooperation in Litigation. From and after the Closing Date, Buyer and Seller shall fully cooperate with each other in the defense or prosecution of any litigation or examination, audit, or other proceeding instituted prior to the Closing or which may be instituted hereafter against or by such Parties relating to or arising out of the conduct of the Station Business prior to or after the Closing (other than litigation between Buyer and Seller or their respective Affiliates arising out of the transactions contemplated hereby or by the other agreements, certificates and documents delivered in connection herewith). The Party requesting such cooperation shall pay the reasonable out-of-pocket costs and expenses incurred in providing such cooperation (including legal fees and disbursements) as well as any applicable Taxes in connection therewith by the Party providing such cooperation and by its officers, directors, employees and agents, but shall not be responsible for reimbursing such Party or its officers, directors and employees for their time spent in such cooperation, provided that the amount of such time is reasonable and consistent with such person’s other obligations.

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Section 5.11. Employment of Certain Employees of Station Business. Between the period commencing on the Effective Date and concluding 90 days later, Seller shall, promptly upon Buyer’s request, afford Buyer the opportunity to consult with Seller and any and all Employees of the Station Business regarding the potential retention of certain Employees by Buyer upon the Closing. Upon the earlier of (i) five days prior to the Closing or (ii) the date ninety-five (95) days following the Effective Date, Buyer shall give affirmative written notice to Seller of which Employees, if any, the Buyer plans to employ after Closing. Buyer shall have the right, but not the obligation, in its sole and absolute discretion, to offer employment commencing on or after the Closing Date to any or all of such Employees, in each case on such terms as the Buyer shall determine in its sole and absolute discretion. Buyer shall have no obligation to create, maintain, or contribute to any Plan in respect of any such Employee who is offered a position pursuant to this Section 5.11 and accepts such position. To the extent that Buyer does not, in its sole and absolute discretion, offer employment to one or more of such Employees, as between Buyer and Seller, Seller shall be solely responsible for any and all severance and other benefits to which such Employees are entitled as a result of such non-employment.

Section 5.12. Real Property Inspection.

(a)                                  During the ninety (90) -day period following the Effective Date, upon reasonable notice to Seller, Buyer and its employees, agents, and contractors (including any surveyors or environmental consultants) shall have the right to enter on the Real Property from time to time during normal business hours for the purposes of making, at Buyer’s expense, engineering, architectural, title, zoning, survey, and any other studies that Buyer reasonably deems necessary or desirable in connection with the transaction contemplated hereby (the “Real Property Inspection”).

(b)                                  If, as a result of the Real Property Inspection, Buyer reasonably determines that any matter or matters affecting or relating to the title or condition of the Real Property could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the use and enjoyment of the affected real property as currently used by Seller (a “Real Property Objection”), Buyer shall, no later than the date ninety (90) days after the Effective Date, deliver written notice to Seller setting forth in reasonable detail the basis for and any evidence of the Real Property Objection.

(c)                                  If Buyer delivers to Seller timely notice of a Real Property Objection, and Seller does not notify Buyer on or before the date that is five (5) Business Days after Buyer’s delivery of notice of a Real Property Objection (the “Cure Notice Deadline”), of Seller’s intention to cure or correct the Real Property Objection, Buyer shall have the right to terminate this Agreement by delivering to Seller a Notice of Termination no later than five (5) Business Days following the Cure Notice Deadline. If Buyer delivers to Seller a timely notice of a Real Property Objection, Seller notifies Buyer of Seller’s intention to cure or correct the Real Property Objection, and Seller does not cure or correct the Real Property Objection within thirty (30) days after Buyer’s delivery of a notice of a Real Property Objection, Buyer shall have the right to terminate this Agreement by delivering to Seller a Notice of Termination no later than five (5) Business Days following the end of such thirty (30) -day period.

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Section 5.13. Environmental Study. During the ninety (90) -day period following the Effective Date, Buyer may cause to be conducted, at its sole cost and expense, a Phase 1 environmental audit with respect to the Real Property by an environmental consultant reasonably acceptable to Seller (the “Environmental Consultant”). Buyer and Seller shall reasonably cooperate in scheduling such audit and providing reasonable access to the Real Property for such audit. If Buyer so elects following recommendation by the Environmental Consultant of further investigation of any potential environmental conditions with respect to the Real Property, Buyer shall promptly notify Seller and the parties shall reasonably cooperate with respect to the completion of such investigation as soon as practicable. If as a result of the Phase 1 audit or any further investigation recommended by the Environmental Consultant (the “Environmental Study”) the Environmental Consultant recommends that any environmental condition with respect to the Real Property be remediated (an “Environmental Condition”), Buyer shall cause the Environmental Consultant to prepare an estimate of the cost of such remediation. If the estimated costs of remediation are equal to or less than One Hundred Thousand Dollars ($100,000), Seller shall, at Buyer’s election, either cause such remediation to be completed at Seller’s sole cost and expense to Buyer’s reasonable satisfaction, in which case Closing shall be delayed until such remediation has been completed, or the Purchase Price shall be reduced by the amount of the estimate. In the event that the estimated costs of remediation are greater than One Hundred Thousand Dollars ($100,000), then Buyer may elect to (i) cause Seller to complete the remediation as provided above, but shall indemnify Seller for any amounts expended in excess of One Hundred Thousand Dollars ($100,000); (ii) terminate this Agreement by delivering a Notice of Termination to Seller (except in the event that Seller shall elect, in its sole discretion, to pay the full amount of the remediation, including the amounts above One Hundred Thousand Dollars ($100,000), in which event there shall be no right of termination under this clause (ii)), or (iii) proceed to Closing and the Purchase Price shall be reduced by an amount equal to One Hundred Thousand Dollars ($100,000). The parties agree that any payments made pursuant to this Section 5.13 shall be independent of, and shall have no limit on, the provisions of Section 8.6 below.