Common use of Contracts and Arrangements Clause in Contracts

Contracts and Arrangements. (a) Schedule 5.11 hereto contains true and -------------------------- ------------- complete lists of the following contracts (written or oral) included in the Argyle TV Stations Assets, involving annual consideration of more than $10,000 (the "Material Argyle TV Stations Contracts"): (i) Any television network affiliation agreements; (ii) Except for contracts that expire or are terminable without penalty with thirty (30) days notice after the Closing Date, contracts evidencing time sales to advertisers or advertising agencies; (iii) Any trade or barter agreements; (iv) Sales agency or advertising representation contracts which are not terminable by Argyle without penalty upon notice of thirty (30) days or less; (v) Contracts for the future construction or purchase of capital improvements, purchase of materials, supplies or equipment, or for the sale of assets (other than broadcast time); (vi) Employment contracts or consulting contracts not terminable by Argyle without penalty upon notice of thirty (30) days or less; (vii) Licenses or agreements under which Argyle is authorized to broadcast on the Argyle TV Stations programming supplied by others; (viii) Leases of real property including renewal options exercisable by any other party thereto, ending more than thirty (30) days after the date of this Agreement; (ix) Leases of personal property which have a term, including renewal options exercisable by any other party thereto, ending more than thirty (30) days after the date of this Agreement; and (x) Any other contract or lease not made in the usual and ordinary course of business or not terminable by Argyle without liability upon not more than thirty (30) days' written notice. (b) Schedule 5.11 specifies those Material Argyle TV Stations Contracts ------------- the assignment of which requires the consent of a third party. Provided that any requisite consent to the assignment of Material Argyle TV Stations Contracts to Gannett is obtained, each of the contracts and leases which is assigned to and assumed by Gannett on the Closing Date is valid and in full force and effect. (c) Subject to Argyle's obtaining all necessary third-party consents, each Argyle Party has full legal power and authority to assign its respective rights under the Material Argyle TV Stations Contracts to Gannett in accordance with this Agreement, and such assignment shall not affect the validity, enforceability and continuity of any of the Material Argyle TV Stations Contracts. There is no existing default, event of default or other event under any such Material Argyle TV Stations Contract or under any contracts being assumed by Gannett hereunder which defaults in the aggregate would exceed $50,000, which, with or without notice or lapse of time or both, would, in reasonable likelihood, constitute a default or an event of default under any such contracts, and Argyle has not received or given any notice of default under any such contracts. Concurrent with the delivery of Schedule 5.11, Argyle will ------------- provide Gannett with complete copies of all of the Material Argyle TV Stations Contracts and, to the best of Argyle's knowledge, all other written contracts of the Argyle TV Stations.

Contracts and Arrangements. (a) Schedule 5.11 3.9 hereto contains true and -------------------------- ------------- complete lists of the following contracts Contracts (written or oral) included in the Argyle TV Stations Assets, other than Subscriber Contracts, which fall within any or all of the following categories: (a) All contracts for the purchase of Subscriber Contracts, including the indemnitees and non-competition agreements from the sellers thereof involving annual QRR of more than $10,000; (b) All third party monitoring contracts and alarm dealer contracts; (c) All written or oral contracts or customer purchase orders for alarm accounts which have not been completely installed and are not being monitored as to the Closing Date ("Work in Progress") involving consideration of more than $10,000 (25,000 for installation of the "Material Argyle TV Stations Contracts"):alarm system; (id) Any television network affiliation All employment contracts and change of control agreements; (iie) Except for contracts that expire or are terminable without penalty with thirty (30) days notice after the Closing Date, contracts evidencing time sales to advertisers or advertising agencies; (iii) Any trade or barter agreements; (iv) Sales agency or advertising representation contracts which are not terminable by Argyle without penalty upon notice of thirty (30) days or less; (v) Contracts for the future construction or purchase of capital improvements, purchase of materials, supplies or equipment, or for the sale of assets (other than broadcast time); (vi) Employment contracts or consulting contracts not terminable by Argyle without penalty upon notice of thirty (30) days or less; (vii) Licenses or agreements under which Argyle is authorized to broadcast on the Argyle TV Stations programming supplied by others; (viii) Leases All leases of real property including renewal options exercisable executed by any other party thereto, ending more than thirty (30) days after the date of this Agreement; (ixf) Leases All leases of personal property which have a term, including renewal options exercisable by any other party thereto, ending more than thirty (30) days six months after the date of this Agreement; and14 (xg) Any other contract All contracts or lease leases not made in the usual and ordinary course of business or and not terminable by Argyle Seller without liability upon not more than thirty (30) 30 days' written notice.; and (bh) All agreements and contracts pursuant to which Seller acquires Inventory on a consignment basis. Contracts which are material to the Business are designated as Material Contracts on Schedule 5.11 specifies those 3.9 ("Material Argyle TV Stations Contracts ------------- the assignment of which requires the consent of a third partyContracts"). Provided that any requisite consent to the assignment of Material Argyle TV Stations Contracts to Gannett Buyer is obtained, to Seller's knowledge, each of the agreements, contracts and leases which is assigned to and assumed by Gannett Buyer on the Closing Date is valid and binding and in full force and effect. (c) Subject to Argyle's obtaining all necessary third-party consents, each Argyle Party . There has full legal power and authority to assign its respective rights under the Material Argyle TV Stations Contracts to Gannett in accordance with this Agreement, and such assignment shall not affect the validity, enforceability and continuity been no material modification or amendment of any of the Material Argyle TV Stations ContractsContracts other than as disclosed on Schedule 3.9. There To Seller's knowledge, there is no existing default, event of default or other event under any such Material Argyle TV Stations Contract or under any contracts being assumed by Gannett hereunder which defaults in the aggregate would exceed $50,000, Contracts which, with or without notice or lapse of time or both, would, in reasonable likelihood, would constitute a default or an event of default under any such contractscontract and which defaults or events in the aggregate would result in a Material Adverse Effect. Seller has provided, and Argyle has not received or given any notice of default under any such contracts. Concurrent with the delivery of Schedule 5.11made available to, Argyle will ------------- provide Gannett with Buyer complete copies (or written summaries of oral contracts) of all of the Material Argyle TV Stations Contracts andand all amendments and modifications thereto, if any. Substantially all of the Subscriber Contracts executed originally by Seller contain terms and conditions which are standard within the electronic security industry, including those involving limitation of liability, third-party indemnification, three-day right of rescission and other applicable "cooling off" periods under applicable federal consumer protection laws, automatic renewals and the right to the best of Argyleincrease Subscriber rates. To Seller's knowledge, all other written contracts the Subscriber Contracts are valid, binding and in full force and effect and enforceable except as such enforceability may be limited by bankruptcy, insolvency, or similar laws affecting creditors' rights generally. Seller is not a party to nor are any of the Argyle TV StationsAssets bound by, any agreement or contract that would have a Material Adverse Effect. Substantially all contracts between Seller and any of its alarm dealers and Persons for which Seller provides third party monitoring are substantially in the forms of agreements previously delivered by Seller to Buyer.

Contracts and Arrangements. (a) Schedule 5.11 5.9(a) hereto contains true and -------------------------- ------------- complete lists of the following contracts (written or oral) all Federated Contracts included in the Argyle TV Stations Federated Assets, except for those contracts (other than leases of real property) involving annual consideration of more less than $10,000 (the "Material Argyle TV Stations Contracts"): (i) Any television network affiliation agreements; (ii) Except for contracts that expire or which are terminable by the Gannett Companies without penalty with thirty (30) days notice after the Closing Date, contracts evidencing time sales to advertisers or advertising agencies; (iii) Any trade or barter agreements; (iv) Sales agency or advertising representation contracts which are not terminable by Argyle without penalty other financial obligation upon notice of thirty (30) days or less; , including, but not limited to the following Federated Contracts: (vi) Contracts barter or trade contracts; (ii) sales agency or advertising representation contracts; (iii) contracts for the future construction or purchase of capital improvements, purchase of materials, supplies improvements or equipment, or for the sale of assets ; (iv) license agreements (other than broadcast time); licenses for “off-the-shelf” third party application software) and any agreements under which any Federated Newspaper is authorized to publish materials supplied by others in future issues of the newspaper; (v) leases of real property and personal property; (vi) Employment contracts or consulting contracts not terminable by Argyle without penalty upon notice of thirty (30) days or less; printing contracts; (vii) Licenses or supply agreements under which Argyle is authorized to broadcast on (including contracts for the Argyle TV Stations programming supplied by others; supply of newsprint); (viii) Leases of real property including renewal options exercisable by any other party theretofranchises, ending more than thirty (30) days after the date of this Agreement; joint venture and partnership agreements; (ix) Leases collective bargaining agreements, employment agreements and any contract or other arrangement relating to any Federated Newspaper between Federated and any current or former director or officer or affiliate of personal property which have a term, including renewal options exercisable by any other party thereto, ending more than thirty (30) days after the date of this AgreementFederated; and (x) Any any contract relating to any Federated Newspaper which limits its freedom to engage in any line of business or to compete with any other person; (xi) any contract relating to any Federated Newspaper that has a change of control, due on sale or lease similar provision; and (xii) any other contract, agreement or commitment not made entered into in the usual and ordinary course of business or not terminable by Argyle without liability upon not more than thirty (30) days' written noticebusiness. (b) Schedule 5.11 specifies those Material Argyle TV Stations Contracts ------------- the assignment of which requires the consent of a third party. Provided Subject to Section 12.8 hereof, provided that any requisite consent to the assignment of Material Argyle TV Stations the Federated Contracts to Gannett TDI is obtained, each of the contracts and leases Federated Contracts which is assigned to and assumed by Gannett TDI on the Closing Date is valid and in full force and effect. (c) Subject to Argyle's Federated obtaining all necessary third-party consents, each Argyle Party Federated has full legal power and authority to assign its respective rights under the Material Argyle TV Stations Federated Contracts to Gannett TDI in accordance with this Agreement, and such assignment shall not affect the validity, enforceability and continuity of any of the Material Argyle TV Stations Federated Contracts. There is no existing defaultNeither Federated, nor to its knowledge any other party, has defaulted or caused an event of default or other event under any such Material Argyle TV Stations Contract or under any contracts being assumed by Gannett hereunder which defaults in the aggregate would exceed $50,000, which, with or without notice or lapse of time or both, would, in reasonable likelihood, constitute a default or an event of default default, under any such contractsFederated Contract, and Argyle has not received which defaults or given any notice events of default in the aggregate would exceed $100,000 and/or could reasonably be expected to result in an eviction under any such contractsa lease of real property. Concurrent with Federated has provided the delivery of Schedule 5.11, Argyle will ------------- provide Gannett KRI Companies with complete copies of all of the Material Argyle TV Stations Contracts and, to the best of Argyle's knowledge, all other written contracts of the Argyle TV StationsFederated Contracts.

Contracts and Arrangements. (a) Schedule 5.11 6.11 hereto contains true and -------------------------- ------------- and complete lists of the following contracts (written or oral) included in the Argyle Gannett TV Stations Assets, Assets involving annual consideration of more than $10,000 (the "Material Argyle Gannett TV Stations Contracts"): (i) Any television network affiliation agreements; (ii) Except for contracts that expire or are terminable without penalty with thirty (30) days notice after the Closing Date, contracts evidencing time sales to advertisers or advertising agencies; (iii) Any trade or barter agreements; (iv) Sales agency or advertising representation contracts which are not terminable by Argyle Gannett without penalty upon notice of thirty (30) days or less; (v) Contracts for the future construction or purchase of capital improvements, purchase of materials, supplies or equipment, or for the sale of assets (other than broadcast time); (vi) Employment contracts or consulting contracts not terminable by Argyle Gannett without penalty upon notice of thirty (30) days or less; (vii) Licenses or agreements under which Argyle Gannett is authorized to broadcast on the Argyle Gannett TV Stations programming supplied by others; (viii) Leases of real property including renewal options exercisable by any other party thereto, ending more than thirty (30) days after the date of this Agreement; (ix) Leases of personal property which have a term, including renewal options exercisable by any other party thereto, ending more than thirty (30) days after the date of this Agreement; and (x) Any other contract or lease not made in the usual and ordinary course of business business, or not terminable by Argyle Gannett without liability upon not more than thirty (30) days' written notice. (b) Schedule 5.11 6.11 specifies those Material Argyle Gannett TV Stations ------------- Contracts ------------- the assignment of which requires the consent of a third party. Provided that any requisite consent to the assignment of the Material Argyle Gannett TV Stations Contracts to Gannett Argyle is obtained, each of the contracts and leases which is assigned to and assumed by Gannett Argyle on the Closing Date is valid and in full force and effect. (c) Subject to ArgyleGannett's obtaining all necessary third-party consents, each Argyle Gannett Party has full legal power and authority to assign its respective rights under the Material Argyle Gannett TV Stations Contracts to Gannett Argyle in accordance with this Agreement, and such assignment shall not affect the validity, enforceability and continuity of any of the Material Argyle Gannett TV Stations Contracts. There is no existing default, event of default or other event under any such Material Argyle Gannett TV Stations Contract or under any contracts being assumed by Gannett Argyle hereunder which defaults in the aggregate would exceed $50,000, which, with or without notice or lapse of time or both, would, in reasonable likelihood, constitute a default or an event of default default, under any such contracts, and Argyle Gannett has not received or given any notice of default under any such contracts. Concurrent with the delivery of Schedule 5.116.11, ------------- Gannett will provide Argyle will ------------- provide Gannett with complete copies of all of the Material Argyle Gannett TV Stations Contracts and, to the best of ArgyleGannett's knowledge, all other written contracts of the Argyle Gannett TV Stations.