Common use of Excluded Liabilities Clause in Contracts

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a); (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or arising out of any of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreements.

Excluded Liabilities. Notwithstanding any provision in this Agreement to Other than the contraryAssumed Liabilities, Buyer shall assume only the Assumed Liabilities is not assuming, and neither Buyer nor will not be liable for, any of its Affiliates shall assume any other liability or obligation of the any nature of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates Closing Date (all such liabilities and obligations not being assumed being herein referred to as other than the Assumed Liabilities, the “Excluded Liabilities”), andincluding, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreementwithout limitation: (a) any liability liabilities of Seller or obligation under or with respect any of its Affiliates (i) relating to any Assumed Contractof the Excluded Assets, Permit, Governmental Orderincluding any Removed Real Property, or Real Property Lease required by the terms thereof to be discharged (ii) arising prior to the Effective Time or Closing (other than as set forth on Schedule 2.04(ain Section 1.3(b), 1.3(f) or 1.3(h)); (b) any liability litigation, arbitration, mediation and other claims or obligation for which the LIN Companiesdemands of any nature involving, the Seller related to or arising from any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedRemoved Real Property; (c) all liabilities for Taxes of Seller for any Tax period (including any liability for the liability related Taxes of any other Person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by Contract (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership of the Purchased Assets prior to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)Closing Date; (d) all costs and expenses incurred by Seller in connection with this Agreement or any liability Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or obligation finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its Affiliates; (h) all liabilities and obligations under the Other Contracts, to the extent accruing or arising out of any nonperformance or a breach or default of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable such Other Contracts by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, Affiliates prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder)Closing Date; (i) any liability Seller’s agreement to pay directly, or obligation for any severancereimburse Buyer for, retentioncertain fees, performance expenses, Taxes or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due items but only if and payable prior to the Effective Timeextent expressly contemplated in this Agreement; (j) any Action, including any Action relating to any Employeeall trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising from or related to the period prior to the Effective TimeClosing Date and not included as liabilities assumed by Buyer on the Closing Statement; and (k) all liabilities and obligations arising pursuant to Environmental Laws relating to any liability of Owned Real Property, to the Seller under this Agreement extent accruing or any document executed in connection therewith, including arising prior to the Ancillary AgreementsClosing Date.

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume only Except for the Assumed Liabilities and neither Buyer nor Liabilities, Purchaser shall not assume or agree to pay, perform or discharge any liabilities or obligations of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever natureSellers, whether presently in existence accrued, absolute, contingent or otherwise, including without limitation liabilities based on or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities out of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement: connection with (a) any liability defects in products manufactured, rented or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required sold by the terms thereof to be discharged Sellers prior to the Effective Time or as set forth on Schedule 2.04(a); Date, (b) any liability implied or obligation for which the LIN Companiesexpress warranties relating to such products, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the any pension or other benefit liability related relating to the Indebtedness of the SellerSellers' employees, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability federal, state, local or obligation foreign income, sales, real or personal property or other taxes, assessments, fees, levies, imposts, duties, deductions or other charges of any nature whatsoever (including without limitation interest and penalties) imposed by any law, rule or regulation that are attributable or relating to the assets of the business of Sellers for any periods ending on or before the Effective Date, or that may be applicable because of Sellers' sale of their business or any of the Assets to Purchaser, (e) any claims by any of Sellers' directors, officers, employees or stockholders relating to this Agreement or its performance or consummation, or any claims by any of them relating to or arising out of (i) their employment (including without limitation any of the Excluded Assets; modification or termination thereof) by Sellers, (eii) any liability employment contract with respect to Excluded Employees and Employees who are not Transferred Employees; either Seller or (iii) any pension or other benefit liabilities of Sellers, (f) any Tax liability claims or obligation (i) conditions arising under or relating to Pre-Closing Tax Periods Environmental Laws or similar legal requirements attributable or relating to the Assets (except as expressly provided for in Section 9.02)including, (iiwithout limitation, the operation thereof) imposed on or payable by or with respect the business of Sellers prior to Seller (except as expressly provided in Section 9.02)the Effective Date, or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnifyunlicensed or other unauthorized use by Sellers of any patented or unpatented invention, reimburse trade secret, copyright, trademark or advance amounts to any officerother intellectual property right, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising any dividend or with respect to the operation of the Stationsother distribution declared or otherwise payable by Sellers, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability note, account payable or other obligation for of Sellers to any severanceaffiliate, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating fees payable to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreements.Concord Partners Ltd.

Excluded Liabilities. Notwithstanding Except as expressly assumed pursuant to Section 1.3, the Buyer is not assuming and shall not have any provision in this Agreement to liability or obligation whatsoever for any Liabilities of the contrary, Buyer shall assume only the Assumed Liabilities and neither Buyer nor Company or any of its predecessors or Affiliates shall assume any other liability whatsoever, whether or obligation not arising out of the Sellerownership or operation of the Business or the Acquired Assets, the LIN Companies or any all of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall which will be retained and satisfied when due by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates Company (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). Without limiting the generality of the foregoing, and, notwithstanding anything the Buyer shall not assume or be deemed to the contrary in Section 2.03, none assume any of the following Liabilities, all of which shall be Assumed Liabilities for the purposes of this Agreementconstitute Excluded Liabilities: (a) any liability or obligation Liabilities arising under or with respect relating to any Assumed Contractwritten or oral Contract to which the Company or its assets or properties are otherwise subject or bound, Permit, Governmental Order, or Real Property Lease required by other than Liabilities arising under the terms thereof to be discharged prior Assigned Contracts to the Effective Time or as set forth on Schedule 2.04(aextent provided in Section 1.3(a); (b) any liability or obligation for which Liabilities of the LIN Companies, the Seller Company or any of their respective its predecessors or Affiliates has already received in respect of any Indebtedness, trade payables, accrued expenses or will receive the partial or full benefit of the Station Asset to which such liability or obligation relatesCompany Transaction Expenses, but only except to the extent of such benefit receivedprovided in Section 1.3(b); (c) the liability related to the Indebtedness any Liabilities of the Seller, the LIN Companies, Company or any of their respective its predecessors or Affiliates to any Affiliate or current or former member, option holder or holder of other equity interests of the Company or any of its predecessors or Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or arising out of any Liabilities of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller Company or any of its Affiliates, other than any liability to any Transferred Employee incurred on predecessors or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising Affiliates for or with in respect to the operation of the StationsTaxes, including the owning any sales Taxes or holding of the Station Assets, prior Taxes resulting from or relating to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination Taxes that may become due as a result of employment in connection therewithany bulk sales or similar tax that may be assessed against the Company following the Closing); (e) any Liabilities of the Company to any present or otherwise due former manager, member, officer, employee, consultant or independent contractor of the Company or any of its predecessors or Affiliates, or any of their respective spouses, children, other dependents or beneficiaries, including any and payable prior all Liabilities arising under any federal, state, local or foreign Laws or Orders (including those relating to employee health and safety); (f) any Liabilities of the Company or any of its predecessors or Affiliates for any Actions against the Company or any of its predecessors or Affiliates, including any Actions pending or threatened against the Company or any of its predecessors or Affiliates as of the Closing Date; (g) any Liabilities of the Company or any of its predecessors or Affiliates arising out of or resulting from and violation of or non-compliance with any federal, state, local or foreign Laws or Orders; (h) any Liabilities of the Company or any of its predecessors or Affiliates arising out of, relating to or resulting from any obligation to indemnify any Person (other than pursuant to an Assigned Contract to the Effective Timeextent assumed pursuant to Section 1.3(a)); (i) any Liabilities of the Company arising under this Agreement or any of the Related Agreements; (j) any ActionLiabilities resulting from or relating to products sold or services performed by the Company or any of its predecessors or Affiliates, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; andwarranty Liabilities; (k) any liability Liabilities relating to, based in whole or in substantial part on events or conditions occurring or existing in connection with, or arising out of, the shutdown prior to the Closing of any of the Seller operations and facilities utilized by the Company in connection with the Business, including any action prior to the Closing that could be construed as a “plant closing” or “mass layoff,” as those terms are defined in WARN, or any “employment loss,” as defined in WARN, that any Company Employee may suffer or may be deemed to suffer prior to the Closing; (l) any Liabilities of the Company or any of its predecessors or Affiliates based upon such Person’s acts or omissions occurring after the Closing; (m) any Liabilities arising under or with respect to any Employee Benefit Plan or any benefit, tax or compensation Liability of any ERISA Affiliate; (n) any Liabilities of the Company arising in connection with or in any way relating to any property now or previously owned, leased or operated by the Company, its predecessors or Affiliates, or any activities or operations occurring or conducted at any real property now or previously owned, operated or leased by the Company, its predecessors or Affiliates (including offsite disposal), including any Liabilities which arise under or relate to any Environmental Laws; (o) any other Liabilities attributable in any manner to the Excluded Assets; and (p) any Liabilities set forth on Schedule 1.4(p) attached hereto. The disclosure of any obligation or Liability on any schedule to this Agreement shall not create an Assumed Liability or any document executed other Liability of the Buyer, except where such disclosed obligation has been expressly assumed by the Buyer as an Assumed Liability in connection therewith, including the Ancillary Agreementsaccordance with provisions of Section 1.3 hereof.

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall not assume only the Assumed Liabilities and neither Buyer nor or be obligated to pay, perform or otherwise discharge any of its Affiliates shall assume any other liability or obligation of the Seller, direct or indirect, known or unknown, absolute or contingent, other than the LIN Companies or any Assumed Liabilities, which are to be expressly assumed by Buyer pursuant to the Instrument of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities Assignment and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates Assumption (all such liabilities and obligations not being assumed being herein referred to as herein, the “Excluded Liabilities”), ) and, notwithstanding anything to the contrary in Section 2.032.3, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) any liability or obligation under or with all liabilities in respect of Taxes for which Seller is liable pursuant to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a)Section 8.3; (b) any liability payables and other liabilities or obligation for which obligations of Seller with respect to the LIN Companies, the Business to any other business unit of Seller or any of their respective Seller’s Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only (except to the extent individually identified and reflected as a current liability in the calculation of such benefit receivedValuation Date Working Capital); (c) any costs and expenses incurred by Seller incident to its negotiation and preparation of this Agreement and its performance and compliance with the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)agreements and conditions contained herein; (d) any liability liabilities or obligation relating to or arising out obligations in respect of any of the Excluded Assets; (e) any liability liabilities in respect of lawsuits, claims, suits, proceedings or investigations, regardless of when made or asserted, relating to, resulting from or arising out of the operation of the Business during the period prior to the Closing (including any of the foregoing relating to the failure or the alleged failure by Seller to comply with respect to Excluded Employees and Employees who are not Transferred Employeesapplicable Requirements of Laws or perform its obligations or otherwise comply with the terms of any Seller Agreement); (f) any Tax liability all liabilities and obligations resulting from or obligation (i) relating arising out of the operation of the Business on or prior to Pre-the Closing Tax Periods (except to the extent individually identified and reflected as expressly provided for a dollar amount in Valuation Date Working Capital or constituting an Assumed Liability under Section 9.022.3(b), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse under or advance amounts with respect to any officercurrent or former compensation or employee benefit plan, memberpolicy, Employee program, arrangement or agent agreement, including Seller Plans other than the Assumed Benefit Plans, or otherwise arising in connection with the employment or pay practices of Seller or any of its Affiliates; (h) any liabilities or obligations relating to, in respect of, or that may become owed to, current or former employees of the Business, including accrued compensation and worker’s compensation claims, relating to the period prior to the Closing, other than such liabilities or obligations relating to the Assumed Benefit Plans; (i) any liabilities or obligations relating to any current or former employees of the Seller or any of its Affiliates, other than any liability to any Seller’s Affiliates who do not become Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or Employees in accordance with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time;Section 8.4; or (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability and all Indebtedness of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary AgreementsAffiliate of Seller.

Excluded Liabilities. Notwithstanding any provision in this Agreement Other than the Assumed Liabilities expressly assumed pursuant to the contrarySection 2.3, Buyer shall assume only the Assumed not assume, or in any way be liable for, any Liabilities and neither Buyer nor or obligations of Seller of any of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever naturekind, whether presently in existence known or arising hereafter. All unknown, contingent, matured or otherwise, whether currently existing or hereinafter created, and such other liabilities and Liabilities or obligations shall be retained by and remain obligations and liabilities of the SellerSeller (collectively, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to . Without limiting the contrary in Section 2.03, none generality of the following foregoing, the Excluded Liabilities shall be Assumed Liabilities for include, without limitation, the purposes of this Agreementfollowing: (ai) any liability Liabilities of Seller arising or obligation under or incurred in connection with respect to any Assumed Contractthe negotiation, Permitpreparation, Governmental Order, or Real Property Lease required by investigation and performance of this Agreement and the terms thereof to be discharged prior to other Transaction Documents and the Effective Time or as set forth on Schedule 2.04(a); (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliatestransactions contemplated hereby and thereby, including, without limitation, as set forth on Schedule 2.04(c)fees and expenses of counsel, accountants, consultants, brokers, investment bankers, finders, advisers and others; (dii) any liability or obligation Liabilities relating to or arising out of any of the Excluded Assets; (eiii) any liability with respect to Excluded Employees and Employees who are not Transferred EmployeesIndebtedness of the Seller; (fiv) any Tax liability Liabilities of Seller for any present or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided former employees, independent contractors or consultants of Seller, including, any Liabilities associated with any claims for in Section 9.02)wages or other benefits, (ii) imposed on bonuses, accrued vacation, workers’ compensation, severance, retention, termination or payable by other payments or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05any Employee Benefit Plan; (gv) any liability Liabilities for trade or accounts payable of Seller with respect to indemnifythe Business; (vi) any Liabilities for any and all Taxes attributable to the ownership or operation of the Purchased Assets or the Business prior to the Closing (with, reimburse for this purpose, Taxes for the period in which the Closing Date occurs that relate to the period ending on the Closing Date shall be considered to be (x) in the case of Taxes imposed on a transactional basis or advance amounts to based upon income, receipts or similar items, the amount of such Taxes as determined based on an interim closing of the books on the Closing Date and (y) in the case of other Taxes, the amount of such taxes for the entire Tax period in which the Closing Date occurs, multiplied by a fraction, the numerator of which is the number of days in the portion of such tax period ending on the Closing Date and the denominator of which is the total number of days in such Tax period); (vii) any officer, member, Employee or agent of Liabilities for legal proceedings against the Seller or any of its Affiliates, other than any liability Affiliates or arising out of or relating to any Transferred Employee incurred on pre-Closing period, the pre-Closing operation of the Business or after the applicable Employment Commencement Datepre-Closing ownership, operation or use of any of the Purchased Assets; (hviii) the liabilities and obligations arising or with respect to the operation any Liabilities of the Stations, including the owning or holding of the Station Assets, Seller arising prior to the Effective Time (excluding Closing under the Assigned Contracts, and any liability and all Liabilities relating to any breach, act or obligation expressly assumed omission by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable Seller prior to the Effective Time; (j) Closing under any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective TimeAssigned Contract; and (kix) any liability Liabilities arising out of events, conduct or conditions existing or occurring prior to the Closing that constitute a violation by the Seller under this Agreement or the Business of or non-compliance by the Seller or the Business with any Law or any document executed in connection therewith, including the Ancillary AgreementsPermit.

Excluded Liabilities. Notwithstanding any provision in this Agreement to Other than the contraryAssumed Liabilities, Buyer shall not assume only and shall not be liable for, and Seller shall retain and remain solely liable for and obligated to discharge, all of the Assumed Liabilities debts, contracts, agreements, commitments, obligations and neither Buyer nor any of its Affiliates shall assume any other liability or obligation Liability of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities Seller but only if and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged extent accruing prior to the Effective Time or as set forth on Schedule 2.04(a); (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective AffiliatesClosing Date, including, without limitation, as set forth on Schedule 2.04(c)the following: (a) Any Liability for breaches by Seller of any contract or any other instrument, contract or purchase order or any liability for payments or amounts due under any contract, agreement, lease, license, commitment or any other instrument, contract or purchase order; (b) Any Liability or obligation for Taxes attributable to or imposed upon Seller for any period, or attributable to or imposed upon the Accounts; (c) Any Liability or obligation for or in respect of any loan, other indebtedness for money borrowed, or account payable of Seller; (d) any liability Any Liability or obligation arising as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time, to the extent relating to any action or arising out omission by or on behalf of Seller, including, without limitation, any Liability for violation of any consumer lending Law, violations of the Excluded Assetsfederal or state securities or other Laws; (e) Any Liability or obligation arising out of any liability with respect to Excluded Employees and Employees who are not Transferred Employees“employee benefit plan,” as such term is defined by the Employee Retirement Income Security Act of 1974 (“ERISA”) or other employee benefit plans; (f) any Tax liability Any Liability or obligation for making payments of any kind (i) relating to Pre-Closing Tax Periods (except including as expressly provided for in Section 9.02), (ii) imposed on or payable a result of the termination of employment by or with respect to Seller (except as expressly provided in Section 9.02)of employees, or (iiiother claims arising out of the terms and conditions of employment with Seller, or for vacation or severance pay or otherwise) to employees of Seller or in respect of payroll taxes for which Seller is otherwise liable pursuant to Section 9.05employees of Seller; (g) Any Liability or obligation for making payments of any liability to indemnify, reimburse or advance amounts kind with respect to any officerExcluded Asset, memberwhether to customers, Employee lenders, vendors, employees, borrowers or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Datethird parties; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability Any Liability or obligation expressly assumed by Buyer hereunder)of Seller incurred in connection with the making or performance of this Agreement and the transactions contemplated hereby; (i) any liability Any Liability or obligation for any severance, retention, performance trade accounts or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Timedebts; (j) Any Liability or obligation to Seller’s borrowers or accrued debtors under any Action, including Account or Excluded Asset; (k) Any Liability or obligation under any Action Seller Contract that arises after the Closing that relates to a breach of such Seller Contract by Seller that occurred prior to the Closing; (1) Any Liability or obligation under any of the Employee Plans/Agreements of Seller; (m) Any Liability or obligation arising out of or relating to any Employee, to the extent arising from or related to the period prior to the Effective Timeemployee grievance; and (kn) Any Liability or obligation to indemnify, reimburse, or advance payments to any liability officer, director, employee or agent of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary AgreementsSeller.

Excluded Liabilities. Notwithstanding any provision in this Agreement Except for the Assumed Liabilities subject to the contrarySection 2.03, Buyer shall not assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume not be responsible to pay, perform or discharge any other liability liabilities or obligation obligations of the SellerSeller or its Subsidiaries (collectively, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). Excluded Liabilities, andwithout limitation, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreementare as follows: (a) any liability liabilities or obligation under obligations of Seller not arising out of or with respect relating to any Assumed Contract, Permit, Governmental Order, Seller’s ownership or Real Property Lease required by operation of the terms thereof to be discharged prior to Business and the Effective Time or as set forth on Schedule 2.04(a)Purchased Assets; (b) any liability liability, obligation or obligation for which the LIN Companies, the Seller or commitment arising out of any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedContract that is not an Assigned Contract; (c) the liability related to the Indebtedness any default or breach of the Sellerany Contract, the LIN Companiesbreach of warranty, tort, infringement, violation of Laws or any of their respective Affiliatesenvironmental, health or safety matter, including, without limitation, as set forth on Schedule 2.04(c)any arising under any Environmental Laws or relating to Hazardous Substances; (d) any liability Liabilities for (i) Taxes with respect to the Business or obligation relating to or arising out of any of the Excluded Assets, for any Pre-Closing Tax Period, (ii) Taxes of Seller, including any liability of Seller for Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any similar provisions of state, local or foreign law), as a transferee or as a result of a Tax sharing or similar agreement, and (iii) Transfer Taxes for which Seller is responsible under Section 6.08(c); (e) any liability with respect liability, obligation or commitment arising out of or relating to Excluded Employees and Employees who are not Transferred Employees(i) the employment (including the application for or termination of employment) of any Business Employee by Seller prior to or on the Closing Date, or (ii) the provision of services by any other Person to Seller prior to or on the Closing Date; (f) any Tax liability liability, obligation or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to commitment of Seller (except as expressly provided in including any liabilities resulting from unfunded liabilities under any employee benefit plan subject to ERISA) under any Benefit Plan, employment, benefit or compensation, pension, profit-sharing or welfare plans, contracts, employment agreements or offer letters, policies, practices or arrangements, oral or written, covering the Business Employees, including, but not limited to, “employee benefit plans” within the meaning of Section 9.02)3(3) of ERISA, or (iii) for which Seller is otherwise liable pursuant to Section 9.05and deferred compensation, stock option, stock purchase, stock appreciation rights, equity-based, incentive and bonus plans; (g) any liability to indemnifybonuses (including stay bonuses, reimburse transaction bonuses or advance amounts similar bonuses), severance payments, retention payments and other change-of-control payments payable to any officer, member, Employee employee or agent director of the Seller or the Business in connection with this Agreement and the employer portion of any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement DatePayroll Taxes related thereto; (h) the liabilities and obligations arising any liability, obligation or with respect commitment of any of Sellers to the operation extent relating to, or arising out of, any Excluded Asset, or to the extent arising out of the Stations, including the owning or holding ownership by Seller of the Station Assets, prior to Excluded Assets or associated with the Effective Time (excluding realization of the benefits of any liability or obligation expressly assumed by Buyer hereunder)Excluded Asset; (i) any liability or obligation for any severance, retention, performance arising out of or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior related to the Effective TimeIndebtedness; (j) any Action, including any Action relating to any Employee, to the extent liability or obligation arising from out of or related to the period prior to the Effective TimeTransaction Expenses; and (k) any liability of the Seller under this Agreement or any document executed obligation arising from, relating to or in connection therewith, including with the Ancillary AgreementsBusiness prior to the Closing unless expressly included as an Assumed Liability.

Excluded Liabilities. Notwithstanding any other provision in of this Agreement to the contrary, Buyer shall assume only the Buyers are not assuming any Liability that is not an Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates Liability (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to and without limiting the contrary in Section 2.03, none generality of the foregoing, the term “Assumed Liabilities” shall expressly exclude the following Liabilities of the Sellers, all of which shall be Assumed Liabilities for retained by the purposes of this AgreementSellers: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by those liabilities listed in Section 2.4(a) of the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a)Disclosure Letter; (b) any liability or obligation and all Liabilities for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedExcluded Taxes; (c) the liability related to the Indebtedness any and all Liabilities of the SellerSellers under any Excluded Contract whether accruing prior to, the LIN Companiesat, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)after the Closing Date; (d) any liability and all Liabilities (i) retained by the Sellers pursuant to Section 5.4 or obligation the Chapter 11 Plan or (ii) arising in respect of or relating to or any Business Employee to the extent arising out of prior to Closing except any of the Excluded AssetsLiabilities assumed by Buyers pursuant to Section 2.3 and Section 5.4; (e) any liability with respect and all Liabilities, arising or accrued at any time, in any way attributable to Excluded Employees and Employees the employment or service of former employees, directors or consultants of the Endo Companies or any current or former Subsidiary of the Endo Companies who are do not become Transferred Employees, except for (i) any Liabilities relating to the Assumed Plans, and (ii) the Buyers’ obligation to provide COBRA continuation coverage as described in Section 5.4(k); (f) any Tax liability or obligation Indebtedness of the Sellers (but not of the Specified Subsidiaries); provided, that (i) relating to Pre-Closing Tax Periods (except as expressly provided for any Liabilities of the type described in Section 9.02), 2.3(a)(v) and Section 2.3(a)(vi) shall be assumed by the Buyers and (ii) imposed on or payable by or with respect to Seller (except as expressly provided any Indebtedness of the Sellers set forth in Section 9.02), or (iii2.4(f) for which Seller is otherwise liable pursuant to Section 9.05of the Disclosure Letter shall be assumed by the Buyers; (g) any liability Liability to indemnify, reimburse or advance amounts distribute to any officer, member, Employee Endo Company’s shareholders or agent otherwise apply all or any part of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Dateconsideration received hereunder; (h) any and all Liabilities arising under any Environmental Law or any other Liability in connection with any environmental, health, or safety matters arising from or related to (i) the liabilities and obligations ownership or operation of the Transferred Assets before the Closing Date, (ii) any action or inaction of the Endo Companies or of any third party relating to the Transferred Assets before the Closing Date, (iii) any formerly owned, leased or operated properties of the Endo Companies, or (iv) any condition first occurring or arising or before the Closing Date with respect to the operation of the StationsTransferred Assets, including without limitation the owning presence or holding release of the Station AssetsHazardous Materials on, prior at, in, under, to the Effective Time (excluding or from any liability or obligation expressly assumed by Buyer hereunder)Real Property; (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable and all Liabilities for: (i) all costs and expenses of the Sellers incurred in connection with the negotiation, execution and consummation of the transactions contemplated hereby under this Agreement and the Ancillary Agreements or any Alternative Transaction; and (ii) third party claims against the Sellers, pending or threatened, including any termination of employment in connection therewith) warranty or otherwise due product claims and payable any third party claims, pending or threatened, actual or potential, or known or unknown, relating to the businesses conducted by the Sellers prior to the Effective TimeClosing; provided, that any and all Liabilities related to Administrative Expense Claims, Priority Non-Tax Claims, or Priority Tax Claims shall be Assumed Liabilities in accordance with Section 2.3(a)(xi) of this Agreement; (j) any Action, including any Action relating to any Employee, to Liability of the extent arising from Sellers under this Agreement or related to the period prior to the Effective Time; andAncillary Agreements; (k) any liability Liability to the extent relating to an Excluded Asset; and (l) any and all Liabilities or obligations arising out of or relating to any of the Seller under this Agreement Endo Companies having been in violation of any applicable Canadian Laws (including any Canadian consumer protection Laws or Canadian Information Privacy and Security Laws) at any document executed in connection therewithtime prior to Closing, including except to the Ancillary Agreementsextent such Liabilities or obligations are Administrative Expense Claims, Priority Non-Tax Claims, or Priority Tax Claims.

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume only have no responsibility for any agreements, liabilities or obligations of Seller of any nature whatsoever which are not specifically included in the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation Liabilities, including without limitation all of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates following (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement:): (a) Liabilities arising under any liability promissory note or obligation under agreements governing or with respect securing indebtedness for borrowed money, interest bearing obligations owed to third parties or the deferred purchase price of any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a)property; (b) any liability or obligation for which the LIN Companies, the Liability of Seller or any of their respective Affiliates has already received or will receive its affiliates for Taxes relating to the partial or full benefit operation of the Station Asset to which such liability Business, or obligation relatesthe ownership of the Acquired Assets, but only prior to the extent of such benefit receivedClosing; (c) the liability related any obligation to the Indebtedness defend or indemnify any person by reason of the fact that such person was a director, officer, employee, or agent of Seller, the LIN Companies, or any of their respective Affiliatesits affiliates, or was serving at the request of Seller or any of its affiliates, as a partner, member, trustee, director, officer, employee, or agent of another entity, and whether such obligation is pursuant to any statute, charter document, by-law, agreement, or otherwise; (d) any obligation to pay compensation to any current or former director, officer or employee of Seller or any of its affiliates, for services prior to the Closing Date; (e) Liabilities related to or arising out of Seller’s employee insurance or other benefits, any other Liabilities to employees or former employees of Seller or any of its affiliates, for services prior to the Closing Date; (f) Liabilities resulting from any violation by Seller, or any employee, director or agent of Seller, or any of its affiliates, or any predecessor for which Seller or any of its affiliates may be liable, of any Applicable Law, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability those applicable to discrimination in employment, employment practices, wage and hour, retirement, labor relations, occupational safety, health, trade practices, environmental matters, competition, pricing and product advertising, in each case existing or obligation relating occurring prior to or arising out of any of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05Date; (g) any liability Liabilities resulting from workers’ compensation claims or audits arising out of events occurring prior to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Closing Date; and (h) Liabilities incurred by Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on affiliates under or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewithof the Ancillary Agreements or the transactions provided for herein or therein, including the Ancillary Agreementswithout limitation all fees and expenses of legal counsel, accountants, experts, or any investment banker, business broker, finder, or other advisor retained by Seller or any of its affiliates. BUYER AGREES THAT IT IS PURCHASING THE ACQUIRED ASSETS, AND ASSUMING THE ASSUMED LIABILITIES, ON AN “AS IS, WHERE IS, WITH ALL FAULTS” BASIS, AND THAT EXCEPT FOR THE SPECIFIC EXPRESS REPRESENTATIONS AND WARRANTIES BY SELLER IN ARTICLE 4, THERE ARE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES BY SELLER OR ANY OTHER PARTY REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, PHYSICAL QUANTITIES OF INVENTORY, VALUE OF INVENTORY, FUTURE FINANCIAL RESULTS OR OTHERWISE.

Excluded Liabilities. Notwithstanding the provisions of Section 2.04(a) or any other provision in this Agreement to the contrary, Buyer neither Purchaser nor the Company shall assume only the Assumed and shall not be responsible to pay, perform or discharge any Liabilities and neither Buyer nor of Seller or any of its Affiliates shall assume of any kind or nature whatsoever other liability or obligation than the Assumed Liabilities (the "Excluded Liabilities"). Without limiting the generality of the Sellerforegoing, the LIN Companies or any of their respective Affiliates of whatever natureExcluded Liabilities shall include, whether presently in existence or arising hereafter. All such other liabilities and obligations shall but not be retained by and remain obligations and liabilities of the Sellerlimited to, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreementfollowing: (ai) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a); (b) any liability or obligation for which the LIN Companies, the Liabilities of Seller or any of their respective its Affiliates has already received arising or will receive incurred in connection with the partial or full benefit negotiation, preparation, investigation and performance of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Sellerthis Agreement, the LIN Companies, or any of their respective Affiliatesother Transaction Documents and the transactions contemplated hereby and thereby, including, without limitation, as set forth on Schedule 2.04(cfees and expenses of counsel, accountants, consultants, advisers and others; (ii) any Liability for (A) Taxes of Seller (or any stockholder or Affiliate of Seller) or relating to the Company, the Equipment, the Project Contracts or the Assumed Liabilities for any Pre-Closing Tax Period; (B) Taxes that arise out of the consummation of the transactions contemplated hereby; or (C) other Taxes of Seller (or any stockholder or Affiliate of Seller) of any kind or description (including any Liability for Taxes of Seller (or any stockholder or Affiliate of Seller) that becomes a Liability of the Purchaser under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law); (diii) any liability or obligation Liabilities relating to or arising out of any of the Excluded AssetsApplicable Permits and Permit Applications; (eiv) any liability with Liabilities in respect of any pending or threatened Action arising out of, relating to Excluded Employees and Employees who are not Transferred Employeesor otherwise in respect of the operation of the Company or the Equipment or Project Contracts to the extent such Action relates to such operation on or prior to the Closing Date; (fv) any Tax liability product Liability or obligation (i) relating similar claim for injury to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02)a Person or property which arises out of or is based upon any express or implied representation, (ii) imposed on warranty, agreement or payable guaranty made by Seller or with respect to Seller (except as expressly provided in Section 9.02)any of its Affiliates, or (iii) for which by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by Seller is otherwise liable pursuant to Section 9.05or any of its Affiliates; (gvi) any liability recall, design defect or similar claims of any products manufactured or sold or any service performed by Seller or any of its Affiliates; (vii) any Liabilities of Seller for any present or former employees, officers, directors, retirees, independent contractors or consultants of Seller, including, without limitation, any Liabilities associated with any claims for wages or other benefits, bonuses, accrued vacation, workers' compensation, severance, retention, termination or other payments; (viii) any Environmental Claims, or Liabilities under Environmental Laws, to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing or otherwise to the extent arising out of any actions or omissions of Seller; (ix) any trade accounts payable of Seller or the Company (A) which constitute intercompany payables owing to Affiliates of Seller; (B) which constitute debt, loans or credit facilities to financial institutions; or (C) which did not arise in the ordinary course of business; (x) any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, memberdirector, Employee employee or agent of Seller (including with respect to any breach of fiduciary obligations by same), except for indemnification of same pursuant to Section 6.03 as Seller Indemnified Parties; (xi) any Liabilities associated with debt, loans or credit facilities of Seller and/or the Guarantor owing to financial institutions; and (xii) any Liabilities arising out of, in respect of or in connection with the failure by Seller or any of its Affiliates, other than Affiliates to comply with any liability to any Transferred Employee incurred on Law or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreementsgovernmental order.

Excluded Liabilities. Notwithstanding Purchaser shall not assume or become liable for -------------------- any provision in this Agreement obligations, commitments, or liabilities of Seller, whether known or unknown, absolute, contingent, or otherwise, and whether or not related to the contraryAcquired Assets, Buyer shall assume only except for the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of (the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations Seller not being assumed being herein by Purchaser are hereinafter referred to as the “"Excluded Liabilities”"). Without limiting the generality of the preceding sentence, andthe Excluded Liabilities include all obligations and liabilities of Seller (i) not reflected in or reserved against in the Closing Balance Sheet, notwithstanding anything to the contrary and (ii) not specifically described in Section 2.032.1(b) and Section 2.1(c) hereof, none of including without limitation, the following shall be Assumed Liabilities for the purposes of this Agreementfollowing: (a) All liabilities arising out of any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior Company Benefit Plan (as defined in Section 5.19(a)) other than pursuant to the Effective Time or Employment Contract dated as set forth on Schedule 2.04(aof the 30th day of July, 1993 by and between Image and H. Xxxx Xxxxxxx, as amended (the "Xxxxxxx Employment Contract"); (b) any liability Any losses, costs, expenses, damages, claims, demands and judgments of every kind and nature (including the defenses thereof and reasonable attorneys' and other professional fees) related to, arising out of, or obligation for which in connection with Seller's failure to comply with the LIN Companies, the Seller Bulk Transfer Act or any of their respective Affiliates has already received similar statute as enacted in any jurisdiction, domestic or will receive the partial or full benefit of the Station Asset to which foreign, except such liability or obligation relates, but only as arises as a result of Purchaser's failure to the extent of such benefit receivedpay Assumed Liabilities; (c) the Any liability related or obligation arising or accruing under any Contract or Real Property Lease prior to the Indebtedness of the SellerEffective Time, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) and any liability or obligation relating arising from or related to any breach or arising out violation by Seller of or default by Seller under any provision of any of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability Contract or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable Real Property Lease prior to the Effective Time; (jd) any Action, including any Action relating Any liability of Seller with respect to any Employeeclaim or cause of action, to regardless of when made or asserted, which arises (i) out of or in connection with the extent arising from or related to operations of the period Business by Seller prior to the Effective Time; andTime and which is not specifically listed or described in Section 2.1 hereof, or (ii) out of or in connection with the operations of the Business prior to the Effective Time under any federal, state, or local law, rule, or regulation relating to (A) environmental protection or clean-up, (B) taxation, or (C) employment or termination of employment; (ke) Any liabilities or obligations of Seller relating to the Excluded Assets; (f) Any liabilities or obligations of Seller relating to sales and use, transfer, documentary, income or other taxes levied on the transfer of the Acquired Assets; (g) Except for the Assumed Employment Obligations, any liability or obligation (including, without limitation, salaries, bonus, vacation pay, sick pay, holiday pay, severance pay and other like obligations or payments), arising prior to or as a result of the Seller under this Agreement Closing, to any present or any document executed in connection therewithformer employee, including agent, or independent contractor of Seller, whether or not employed or retained by Purchaser after the Ancillary Agreements.Closing; (h) All Environmental Liabilities (as hereinafter defined);

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume only the Assumed Liabilities not assume, shall not take subject to and neither Buyer nor shall not be liable for, any liabilities or obligations of its Affiliates shall assume any other liability kind or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence absolute, contingent, accrued, known or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities unknown, of the Seller, the LIN Companies Sellers or their respective Affiliates any Affiliate of Sellers (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), andincluding, notwithstanding anything to but not limited to, the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreementfollowing: (a) Any liabilities or obligations incurred, arising from or out of, or in connection with Sellers’ operations (including but not limited to those liabilities set forth on Schedule 2.5 of the Disclosure Schedule), the condition of their respective assets or places of business, or their respective ownership of the Purchased Assets, occurring prior to the Closing Date, or the issuance, sale, repayment or repurchase of any liability of their respective securities. (b) Any liabilities or obligation under obligations incurred, arising from or out of, in connection with or as a result of any alleged or actual defect in any product or in connection with any alleged or actual breach of warranty (whether express or implied) in relation to any product sold by Sellers prior to the Closing Date. (c) Any liabilities or obligations (whether assessed or unassessed) of Sellers for any Taxes, including any Taxes arising by reason of the transactions contemplated herein, as of, or for any period ending on or prior to, the Closing Date. (d) Any fees and expenses of Sellers in connection with the transactions contemplated herein. (e) Any liabilities or obligations to or with respect to any Assumed Contractformer or current officers, Permitdirectors, Governmental Orderemployees, consultants or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a); (b) any liability or obligation for which the LIN Companies, the Seller or any Affiliates of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or arising out of any of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the StationsSellers, including the owning without limitation any liabilities or holding obligations of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable Sellers in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j1) any Actionprofit-sharing, deferred compensation, bonus, stock option, stock purchase, pension, retainer, consulting, retirement, severance, welfare or incentive plan, agreement or arrangement, (2) any plan, agreement or arrangement providing for “fringe benefits” or perquisites to employees, officers, directors or agents, including any Action but not limited to, benefits relating to any Employeecompany automobiles, to the extent arising from or related to the period prior to the Effective Time; and clubs, vacation, child care, parenting, sabbatical, sick leave, medical, dental, hospitalization, life insurance and other types of insurance, (k3) any liability of the Seller under this Agreement retiree health or any document executed in connection therewithother benefit plan, including the Ancillary Agreements.agreement or arrangement,

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall not assume only or otherwise become liable for the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain following obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates Seller (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement:): (a) any Any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by arising out of Seller’s ownership of the terms thereof to be discharged Business and the Purchased Assets prior to the Effective Time or as set forth on Schedule 2.04(a)Closing; (b) any liability or obligation for which the LIN Companies, the of Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedarising under this Agreement; (c) the any liability related or obligation of Seller relating to any default under any Assumed Liabilities to the Indebtedness of extent such default existed and was not cured prior to the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)Closing; (d) any liability or obligation of Seller with respect to, or arising out of, any employee benefit plan, executive deferred compensation plan or any other plans or arrangements for the benefit of any employees of Seller, including any liability or obligation under the Worker Adjustment and Retraining Notification Act of 1988, as amended (“Plans”); (e) any liabilities or obligations of Seller relating to or arising out of (i) the employment or termination of employment of any employee prior to the Closing, or (ii) workers compensation claims of any employee which relate to events occurring prior to the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred EmployeesClosing; (f) any Tax liability or obligation (i) relating of Seller to Pre-Closing Tax Periods (except as expressly provided any of its Affiliates or to any party claiming to have a right to acquire any ownership interests or other securities convertible into or exchangeable for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05;any ownership interests of Seller; and (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action Seller relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary AgreementsExcluded Assets.

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume only not be the Assumed Liabilities and neither Buyer nor successor to Seller or any of its Affiliates and Buyer expressly does not assume and shall assume not become liable to pay, perform or discharge, any other liability or obligation Liability whatsoever of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a); (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or arising out of any of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, including any ​ ​ Liabilities arising out of or otherwise relating in any way to the Business or any of the Purchased Assets, other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Notwithstanding anything to the contrary in this Agreement, without limiting the foregoing, the Excluded Liabilities shall include: (a) any Liabilities for (i) Taxes relating to, or arising out of or imposed on the Business or the Purchased Assets for any Pre-Closing Tax Period, (ii) Taxes of Seller or any of its Affiliates for any taxable period, and (iii) the payment of Tax as a result of Seller or any of its Affiliates being a member of an affiliated, consolidated, combined or unitary group, as a result of any Tax sharing or Tax allocation agreement, arrangement or understanding (other than any liability to Contract entered into in the ordinary course of business the principal purpose of which is not the allocation of or sharing of Taxes), or as a result of being liable for another Person’s Taxes as a transferee or successor, by Contract (other than any Transferred Employee incurred on Contract entered into in the ordinary course of business the principal purpose of which is not the allocation of or after the applicable Employment Commencement Datesharing of Taxes) or otherwise; (hb) all Liabilities under the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any EmployeePurchased Contract, to the extent arising from or related to the period prior to the Effective TimeClosing; (c) any Liabilities expressly allocated to Seller (or any of its Affiliates) pursuant to the Termination Agreement (including pursuant to any terms of the Collaboration Agreement that survive pursuant to the Termination Agreement); and (kd) all Liabilities to the extent arising out of or relating to any liability Excluded Asset, other than with respect any Liabilities to the extent (i) arising out of or relating to any practice of the Seller Licensed Intellectual Property by or on behalf of Buyer (or any of its Affiliates or its or their sublicensees under this the Licensed Intellectual Property) after the Closing pursuant to the licenses granted to Buyer under Section 5.6(a) or (ii) allocated to Buyer (or any of its Affiliates) pursuant to the Collaboration Agreement or any document executed in connection therewiththe Termination Agreement, including the Ancillary Agreementsas applicable.

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary contained in Section 2.03this Agreement, none except for the Assumed Liabilities, Buyer shall not assume or be liable for any of the following Liabilities of the Seller or the Business (the "EXCLUDED LIABILITIES"), which Excluded Liabilities shall be Assumed Liabilities for include, without limitation, the purposes of this Agreement:following: PURCHASE AND SALE AGREEMENT | -------- Initial -3- (a) any liability Any of the Liabilities of the Seller or obligation the Principals under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a)this Agreement; (b) any liability or obligation for which Any of the LIN Companies, Liabilities of the Seller or any of their respective Affiliates has already received the Principals for expenses or will receive the partial fees incident to or full benefit arising out of the Station Asset negotiation, preparation, approval or authorization of this Agreement or any other documents relating to which such liability or obligation relates, but only to the extent consummation (or preparation for the consummation) of such benefit receivedthe transactions contemplated hereby or thereby (including all attorneys' fees incurred by or imposed upon the Seller or the Principals); (c) Any obligation of the liability related Seller or Principals to perform or act under any agreement, contract, commitment, document, indebtedness, license or lease except for and to the Indebtedness extent of the Seller, Assumed Liabilities; (d) Any Liability of the LIN Companies, Seller or Principals with respect to any Taxes; (e) Any Liability (i) arising by reason of any violation or alleged violation of any law or any requirement of their respective Affiliatesany Governmental Agency, (ii) arising under any environmental and/or safety requirements, including, without limitation, as set forth those with respect to the ownership or operation of the Facility by the Seller or any other Person at any time prior to the Closing, or (iii) arising by reason of any breach or alleged breach by the Seller or the Principals of any agreement, contract, lease, license, commitment, instrument, judgment, order or decree, in any such case under (i) through (iii) above to the extent such Liability results from or arises out of events, facts or circumstances occurring or existing on Schedule 2.04(c)or prior to the Closing, notwithstanding that the date on which any action or claim is commenced or made is after the Closing; (df) any liability or obligation relating to or Any liabilities arising out of the injury to or death of any Person or animal or damage to or destruction of any property, whether based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from or related to services performed by the Seller, to the extent any of such Liabilities result from or arise out of events, facts or circumstances occurring or existing on or prior to the Closing, notwithstanding that the date on which any action or claim is commenced or made is after the Closing; (g) Any Liabilities relating to any legal action or proceeding arising out of or in connection with the Seller's ownership or operation of the Facility, Business or Property prior to the Closing; (h) Any Liabilities of the Seller for severance, vacation or sick pay, bonuses, or the like, with respect to any employee of the Seller, whether or not such employee is offered or accepts employment with Buyer upon completion of the transaction contemplated by this Agreement; (i) Any Liability for worker's compensation based on an event occurring prior to the Closing Date; (j) Any Liabilities which relate to the Excluded Assets; (ek) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent Any Liabilities of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on Principal or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation Affiliate of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective TimeSeller and/or Principal; and (kl) Any other Liability not expressly assumed by the Buyer under paragraph 2.2 (including any liability Liabilities arising out of transactions entered into at or prior to the Closing, any action or inaction at or prior to the Closing, any damage, accident, injury or death occurring prior to the Closing or any state of facts existing at or prior to the Closing, regardless of when asserted, which are not expressly described in paragraph 2.2). The Seller hereby expressly acknowledges that it is retaining the Excluded Liabilities, and the Seller under this Agreement or any document executed in connection therewithand the Principals, including the Ancillary Agreementsas applicable, shall pay, discharge and perform all such Excluded Liabilities promptly when due.

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume is assuming only the Assumed Liabilities and neither Buyer nor is not assuming any other Liability of Seller or any Affiliate of Seller (or any predecessor owner of all or part of its Affiliates shall assume any other liability business and assets) or obligation of the Seller, the LIN Companies or any of their respective Affiliates Business of whatever nature, nature whether presently in existence or arising or asserted hereafter. All , including but not limited to, any debt owed to any party and all such other liabilities and obligations Liabilities shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies Seller or their respective its Affiliates (all such liabilities and obligations Liabilities not being assumed being herein are referred to as the “Excluded Liabilities”), and, notwithstanding anything to . Without limiting the contrary in Section 2.03, none generality of the foregoing, the following Liabilities of Seller shall be Assumed Excluded Liabilities for the purposes purpose of this Agreement, all Liabilities: (a) relating to or arising under or in connection with any liability Plan, any “employee benefit plan” (as each is defined herein), or obligation any other benefit plan, program or arrangement of any kind at any time maintained, sponsored or contributed or required to be contributed to by Seller or any Person that is or has ever been under common control, or that is or has ever been treated as a single employer, with Seller under the Code (“ERISA Affiliate”) or with respect to which Seller or any Assumed ContractERISA Affiliate has any Liability, Permitincluding but not limited to, Governmental Orderany accrued obligations owed or owing to any Person, or Real Property Lease required by including but not limited to, the terms thereof to be discharged prior to the Effective Time or as set forth employee benefits listed on Schedule 2.04(a2.5(a); (b) any liability pertaining to the pre-Effective Date employment or obligation for which the LIN Companiesservice with, the or termination from employment or service from, Seller or any ERISA Affiliate, of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedany individual; (c) relating to any claims (whether asserted before or after the liability related Effective Date) for any breach of a representation, warranty or covenant, or for any claim for indemnification, contained in any Assumed Contract agreed to be performed pursuant to this Agreement by Buyer, to the Indebtedness extent that such breach or claim arises out of or by virtue of Seller’s performance or nonperformance thereunder prior to the Effective Date, it being understood that, as between the Parties hereto, this subsection shall apply notwithstanding any provision which may be contained in any form of consent to the assignment of any such Assumed Contract to which Seller is party, which by its terms, imposes such Liabilities upon Buyer and which assignment is accepted by Buyer and Seller notwithstanding the presence of such a provision; (d) arising under product warranty of Seller with respect to any products, merchandise or services of the Seller, Business sold or rendered prior to the LIN Companies, Effective Date; it being understood and agreed that any such claim or Liability asserted on or after the Effective Date arising out of any such sale or service prior to the Effective Date shall be considered to be a claim against or a Liability of their respective Affiliates, Seller and therefore not assumed hereunder by Buyer; (e) of Seller for injury to or death of persons or damage to or destruction of property (including, without limitation, as set forth any worker’s compensation claim) with respect to acts or omissions by Seller that occur on Schedule 2.04(cor prior to the Effective Date regardless of when said claim or Liability is asserted; (f) of Seller arising out of infringement for misappropriation of or other conflict with the Intellectual Property of any Person to the extent the same arise out of acts or omissions occurring on or prior to the Effective Date; (g) arising under any violation by Seller of any Laws, including any Environmental Law occurring on or prior to the Effective Date; (h) in respect of any Claim of Seller or related to the Business or any Purchased Asset arising on or prior to the Effective Date (whether asserted or commenced before or after the Effective Date); (di) any liability or obligation relating to or arising out of any of the Excluded Assets; (ej) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability Indebtedness of Seller or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or dividends payable by Seller whether incurred or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on accrued before or after the applicable Employment Commencement Effective Date; (hk) the liabilities and obligations arising or with respect relating to the operation capital stock of Seller or the Stationspartnership interests, including the owning membership interests or holding of the Station Assets, prior any shareholder or partnership operating agreements to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder)which Seller is party; (il) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability obligations of the Seller under this Agreement or any document executed Transaction Document; (m) relating to claims or items set forth on Schedule 3.5; (n) relating to any transactions between Seller and any of its Insiders whether occurring before or after the Effective Date; (o) any Taxes that are not included in the definition of Assumed Liabilities and that relate to the Purchased Assets or the Business and that arose before the Effective Date (excluding any Transfer Taxes and excluding Property Taxes to the extent specified in Assumed Liabilities); (p) relating to Liens on the Purchased Assets arising before the Effective Date, to the extent not an obligation arising on or after the Effective Date under the Assumed Contracts or Lease or that constitute Assumed Liabilities; (q) any amounts payable for fees or expenses incurred by Seller in respect to this Agreement, the agreements contemplated hereby and/or the Contemplated Transactions or otherwise in connection therewithwith Seller’s sale of the Business, including including, all amounts payable to Holme Xxxxxxx & Xxxx LLP, to St. Xxxxxxx Capital or any of their respective Affiliates and all amounts payable in connection with any employee transaction bonuses; (r) any amounts payable to any Affiliate of Seller; and (s) without limitation by the Ancillary Agreementsspecific enumeration of the foregoing, any other obligation or Liability not expressly included in the definition of Assumed Liabilities.

Excluded Liabilities. Notwithstanding any provision in this Agreement Except as expressly assumed pursuant to the contrary, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the SellerSection 1.3, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities Buyer is not assuming and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) have any liability or obligation under or with respect to whatsoever for any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a); (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or arising out of any of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent Liabilities of the Seller or any of its Affiliatespredecessors or Affiliates whatsoever, whether or not arising out of the ownership or operation of the Business or the Acquired Assets, all of which will be retained and satisfied by the Seller (the “Excluded Liabilities”). Without limiting the generality of the foregoing, Buyer shall not assume or be deemed to assume any of the following Liabilities, all of which shall constitute Excluded Liabilities: (a) Liabilities arising under or relating to any written or oral Contract to which the Seller is a party or by which the Seller, or any of its assets or properties is otherwise subject or bound, other than any liability Liabilities arising under the Assigned Contracts to any Transferred Employee incurred the extent specifically set forth in Section 1.3(a), including those Contracts set forth on or after the applicable Employment Commencement DateSchedule 1.4(a) attached hereto; (hb) the liabilities and obligations arising or with respect to the operation Liabilities of the Stations, including the owning Seller or holding any of the Station Assets, prior to the Effective Time (excluding its predecessors or Affiliates in respect of any liability or obligation expressly assumed by Buyer hereunder)Indebtedness; (ic) any liability or obligation for any severance, retention, performance or stay bonus Liabilities of the Seller or any other compensation payable of its predecessors or Affiliates in connection with respect of any Transaction Expenses; (d) Liabilities of the Seller or any of its predecessors or Affiliates to any Affiliate or current or former stockholder, convertible debt holder or option or warrant holder (or any of their successors, assigns, heirs or legal representatives) of the Seller or any of its predecessors or Affiliates; (e) Liabilities of the Seller or any of its predecessors or Affiliates for or in respect of Taxes and any Taxes resulting from or relating to the consummation of the transactions contemplated hereby (including any termination Taxes that may become due as a result of employment in connection therewithany bulk sales or similar tax that may be assessed against the Seller or any of its Affiliates following the Closing); (f) Liabilities of the Seller or otherwise due any of its predecessors or Affiliates to any present or former director, officer, employee, consultant or independent contractor of the Seller or its predecessors or Affiliates, including Liabilities arising under any federal, state, local or foreign Laws, Approvals or Orders and including any Liability for transaction or retention bonuses payable prior by the Seller to any such person; (g) Liabilities of the Seller or any of its predecessors or Affiliates for any Actions against the Seller or any of its predecessors or Affiliates, including any Actions pending or threatened against the Seller or any of its predecessors or Affiliates as of the Closing Date; (h) Liabilities of the Seller or any of its predecessors or Affiliates arising out of or resulting from any violation of or non-compliance with any federal, state, local or foreign Approvals, Laws or Orders; (i) Liabilities of the Seller or any of its predecessors or Affiliates arising out of, relating to or resulting from any obligation to indemnify any Person (other than pursuant to an Assigned Contract to the Effective Timeextent assumed pursuant to Section 1.3(a)); (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability Liabilities of the Seller arising under this Agreement or any document executed of the Related Agreements; (k) Liabilities resulting from or relating to products sold or services performed by the Seller or any of its predecessors or Affiliates, including any Liabilities resulting from or relating to any product liability claims with respect to any Seller Products; (l) Liabilities of the Seller or any of its predecessors or Affiliates based upon such Person’s acts or omissions; (m) Liabilities arising under any Employee Benefit Plan or any benefit, tax or compensation Liability of any ERISA Affiliate; (n) Liabilities arising in connection therewithwith or in any way relating to the Business, any Acquired Assets, any property now or previously owned, leased or operated by the Seller or any of its predecessors or Affiliates, or any activities or operations occurring or conducted at any property now or previously owned, operated or leased by the Seller or any of its predecessors or Affiliates (including offsite disposal), which arise under or relate to any Environmental Laws; (o) Liabilities attributable in any manner to the Ancillary AgreementsExcluded Assets; and (p) Liabilities set forth in Schedule 1.4(p) attached hereto. The disclosure of any Liability on any schedule to this Agreement shall not create an Assumed Liability or other Liability of the Buyer, except where such disclosed Liability has been expressly assumed by the Buyer as an Assumed Liability pursuant to Section 1.3.

Excluded Liabilities. Notwithstanding any provision in this Agreement It is expressly understood and agreed that, -------------------- notwithstanding anything to the contrary, Buyer shall assume only the in this Agreement, Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of not include the Sellerfollowing (collectively, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “"Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement:"): -------------------- (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior all liabilities to the Effective Time extent arising out of or as set forth on Schedule 2.04(a)relating to the Excluded Assets; (b) any liability or obligation all liabilities and obligations for which the LIN CompaniesSeller has expressly assumed responsibility pursuant to this Agreement (including, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relateswithout limitation, but only all income Taxes attributable to the extent of such benefit receivedAssets for any pre-Closing period); (c) the liability related to the Indebtedness all trade payables of the Seller, Seller in existence at the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)Closing Date; (d) any liability or obligation relating to or arising out of any of the Excluded AssetsSeller's obligations under this Agreement; (e) any liability with respect to Excluded Employees and Employees who all debts, liabilities or obligations of the Seller that do not arise out of or are not Transferred Employeesrelated to the Business or that do not otherwise arise out of or are not otherwise related to the Assets; (f) except as set forth in Section 7, any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02)Seller's employee benefit plans and any agreement relating to employee benefits, employment or (iii) for which Seller is otherwise liable pursuant to Section 9.05compensation; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent obligation of the Seller or any arising from indebtedness for borrowed money of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement DateSeller; (h) the any liabilities and or obligations arising or with respect to the operation out of the Stationsownership, leasing or occupation by Seller of any real property, including the owning any liabilities or holding obligations arising out of the Station Assets, prior to the Effective Time (excluding release of any liability Materials of Environmental Concern at or obligation expressly assumed by Buyer hereunder);from any such real property; and (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation all Deferred Revenue of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability Business as of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary AgreementsClosing.

Excluded Liabilities. Notwithstanding any provision anything in this Agreement to the contrary, Buyer shall assume only Purchaser is not assuming (and the Seller will satisfy and perform when due and, on the terms and subject to the conditions of Section 11, will hold Purchaser harmless with respect to) any Liabilities of either the Seller or Stem Cell Sciences LLC other than the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For the avoidance of doubt, and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Excluded Liabilities for the purposes of this Agreementinclude: (a) any liability Liability of either the Seller or obligation Stem Cell Sciences LLC for or in respect of any and all Taxes (or the non-payment thereof) of either the Seller or Stem Cell Sciences LLC (whether incurred on, prior to or subsequent to Completion) and any Liability for any and all Taxes levied with respect to the Acquired Assets that are allocated to the Seller pursuant to Section 12.4; (b) any Liability of either the Seller or Stem Cell Sciences LLC for or in respect of Debt; (c) any Liability of either the Seller or Stem Cell Sciences LLC to indemnify any Person by reason of the fact that such Person is or was a director, officer, employee, stockholder, or agent of the Seller or is or was serving at the request of the Seller as a partner, trustee, director, officer, employee, or agent of another entity; (d) any Liability of either the Seller or Stem Cell Sciences LLC arising as a result of, or out of any Claim or Action pertaining to, or relating in any way to, either the Seller or Stem Cell Sciences LLC initiated at any time, whether or not described in any Schedule hereto, including any Liability of either the Seller or Stem Cell Sciences LLC arising from any Action initiated at any time in respect of anything done, suffered to be done or omitted to be done by either the Seller or Stem Cell Sciences LLC or any of their respective Representatives or any holder of any of Seller’s Equity Interests; (e) any Liability of the Seller arising under or incurred in connection with the making or performance of this Agreement, the Ancillary Agreements or any of the other agreements contemplated hereby or thereby; (f) any Liability of the Seller arising out of any employee benefits or the termination of any employee benefits; (g) any Liability of the Seller of any kind (including as a result of the sale of the Acquired Assets or as a result of the termination of employment by the Seller of employees or other labor claims) to employees of the Seller or in respect of payroll taxes for employees of the Seller, including any Liabilities of the Seller arising under or with respect to any Assumed Contractapplicable Legal Requirements respecting employment and employment practices, Permitterms and conditions of employment, Governmental Orderoccupational safety and health, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a); (b) any liability or obligation for which the LIN Companiesworker classification and wages and hours, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relatesin each case, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or arising out of any of the Excluded Assets; (e) any liability with respect to Excluded Employees its current and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02)former employees, (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02)directors, or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnifyofficers, reimburse or advance amounts to any officerconsultants, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Dateand independent contractors; (h) any Liability of the liabilities and obligations arising Seller under or with respect to any lease, contract, arrangement, commitment, or Contractual Obligation (other than post-Completion Liabilities under the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunderAssigned Agreements); (i) any Liability of either the Seller or Stem Cell Sciences LLC under any bulk sales law of any jurisdiction, under any common law doctrine of de facto merger or successor liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation otherwise by operation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Timelaw; (j) any ActionLiability of either the Seller or Stem Cell Sciences LLC in respect of Losses, including any Action relating Claims or Legal Requirements incurred under or with respect to any Employee, to the extent arising from or related to the period prior to the Effective TimeEnvironmental Law; and (k) any liability Liabilities of either the Seller under this Agreement or Stem Cell Sciences LLC which are undisclosed or contingent or which relate to or arise from the breach of any document executed in connection therewith, including Contractual Obligation or violation of any Legal Requirement prior to or at the Ancillary AgreementsCompletion.

Excluded Liabilities. Notwithstanding In no event shall Purchaser, Worthington Warehouse or WS Michigan assume or agree to pay, discharge or perform, as appropriate, under this Section 1.4 or otherwise, any provision Liability or Obligation of Sellers other than the Assumed Liabilities, including, without limitation, any Liability or Obligation in this Agreement respect of any of the following (the “Excluded Liabilities”): (a) any Liability or Obligation arising under the terms of: (i) any collective bargaining agreement or other Contract made by Sellers with any labor organization relating to the contraryterms and conditions of employment of any employees of the Business; (ii) any agreement, Buyer shall assume only the Assumed Liabilities and neither Buyer nor promissory note, indenture or other instrument or Contract creating or relating to any obligation of any of its Affiliates shall assume the Sellers for payment of any indebtedness of any of the Sellers or any Seller Affiliate for borrowed money, including, but not limited to, any guaranty made by any Seller of any indebtedness for borrowed money of any Seller or any Seller Affiliate and any security agreement made by any Seller in connection with any indebtedness for borrowed money of any Seller or any Seller Affiliate; (iii) any Contract made by any Seller with any insurance company providing for the issuance of any insurance coverage with respect to the Business, any employees of the Business or the Purchased Assets; (iv) any Contract entered into by any Seller or any Seller Affiliate concerning any acquisition or divestiture of all or a substantial portion of the assets and related liabilities of, or any acquisition or divestiture of all the outstanding equity interests of, any operating business which is now or, prior to any such divestiture was, included within the assets of Business; and (v) any other liability or obligation Contract not identified as an Assumed Contract (all of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not foregoing Contracts being assumed being herein hereinafter referred to as the “Excluded LiabilitiesContracts”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a); (b) any liability or obligation for which all Liabilities and Obligations of Sellers arising from a failure by Sellers to comply with the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit provisions of the Station Asset to which such liability or obligation relatesWARN Act, but only to the extent applicable, in connection with the shutdown of the Buffalo Facility; provided, however, that nothing herein shall be deemed or construed to limit or impair any obligation of Purchaser to reimburse the Sellers for any such benefit receivedLiabilities or Obligations as provided for by the Transition Agreements; (c) any product liability or similar claim for injury to person or property, regardless of when made or asserted, which arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by any of the liability related Sellers, or alleged to have been made by any of the Sellers, or which is imposed or asserted to be imposed by operation of law, in connection with any service performed or product licensed, sold, distributed, leased or manufactured by or on behalf of Sellers prior to the Indebtedness of the Seller, the LIN Companies, or any of their respective AffiliatesClosing, including, without limitation, as set forth on Schedule 2.04(c)any claim relating to any product delivered in connection with the performance of such service and any claim seeking recovery for special, incidental or consequential damages, including, without limitation, lost revenues or income; (d) except as otherwise provided for by Section 1.4.1(g), Section 1.4.1(h), Section 1.4.1(i), Section 9.3, Section 9.4 and Section 9.6 hereof, any liability Taxes or obligation other Obligation and expense of any kind or nature relating to Taxes, including without limitation, any Liabilities, Obligations and expenses pursuant to any tax sharing agreement, tax indemnification and expenses pursuant to any tax sharing agreement, tax indemnification or arising out similar arrangement (and all penalties, interest and additions with respect thereto) (i) payable with respect to any of the Sellers, the Seller Group, the Business, the Purchased Assets or the assets, properties or operations of any of the Excluded AssetsSellers, or (ii) incident to or arising as a consequence of the negotiation or consummation of this Agreement and the transactions contemplated hereby by Sellers; (e) any liability Liability or Obligation under, in connection with respect or related to the Excluded Employees Assets including, without limitation, those Liabilities and Employees who are not Transferred EmployeesObligations related to severance, shutdown, or other costs related to the closing of the Buffalo Facility; provided, however, that nothing herein shall be deemed or construed to limit or impair any obligation of Purchaser to reimburse the Sellers for any such Liabilities or Obligations as provided for by the Transition Agreements; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02)included within accounts payable and/or Assumed Contracts assumed by Purchaser or Worthington Warehouse, (ii) imposed on any Liability or payable Obligation arising prior to or as a result of the Closing to any agent, independent contractor or consultant of any of the Sellers, whether or not employed or engaged by Purchaser or Worthington Warehouse after the Closing, or under any benefit arrangement with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05thereto; (g) any liability to indemnify, reimburse Liability or advance amounts to Obligation arising under any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement DatePlans maintained by Sellers; (h) the liabilities and obligations any Liability or Obligation of Sellers arising or incurred in connection with respect to the operation negotiation, preparation and consummation of this Agreement and the Stationstransactions contemplated hereby and the fees and expenses of counsel, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder)accountants and other experts; (i) any liability Liability or obligation Obligation with respect to defective products sold by Sellers except as set forth in Section 1.4.1(d); (j) any Liability or Obligation of any of Sellers for indebtedness for borrowed money, indebtedness secured by Encumbrances on any severanceof Sellers’ assets, retentionor guarantees of any of the foregoing; (k) any Liability or Obligation of Sellers arising by reason of any violation or alleged violation of, performance or stay bonus non-compliance with, any Regulation which occurred prior to the Closing Date, including, without limitation, any Environmental Law or Environmental Requirement, or any requirement of any Governmental Authority or by reason of any breach or alleged breach of any Contract, Authorization, approval, or Order, regardless of when any such violation or breach is asserted; (l) any Liability or Obligation arising or occurring in connection with Environmental Activities conducted by any of the Sellers prior to the Closing Date or the environmental condition of any Seller Property and the Use of any Seller Property prior to the Closing, including, without limitation, any Liability or Obligation under CERCLA or RCRA; (m) any Liability or Obligation of any of the Sellers to such Seller’s shareholders or any former shareholders of such Seller; (n) any Liability or Obligation of any of the Sellers for payment of any fees, expenses, commissions or other compensation similar payments which may be due and payable to any agent, broker or finder arising in connection with the consummation of the transactions contemplated hereby by this Agreement; (including o) any termination Liability or Obligation of employment any of the Sellers arising under Chapter 5 of Title 11 of the United States Code, but only to the extent that any such Liability or Obligation is attributable to (i) payment(s) received by any of the Sellers from any Debtor (within the meaning of Title 11 of the United States Code), including, without limitation, the payments made to one or more of the Sellers totaling approximately $733,000.00, as set forth in connection therewiththe Statement of Financial Affairs of Debtor DynAmerica Manufacturing, LLC filed on August 18, 2008, Case No. 08-11515 (KG), pending in the United States Bankruptcy Court for the District of Delaware, (ii) transfer(s) to the Sellers of an interest of the Debtor in property, (iii) the incurrence of any obligation of the Debtor, or otherwise due and payable (iv) an improvement in position of any of the Sellers relative to the Debtor as set forth in Section 553(b) of the Bankruptcy Code; or (p) any other Liability or Obligation of Sellers not expressly assumed by Purchaser or Worthington Warehouse under Section 1.4.1 hereof, including, without limitation, any other Liability or Obligation, which arises out of or is based upon the operation of the Business or ownership of the Purchased Assets prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary AgreementsClosing.

Excluded Liabilities. Notwithstanding The Buyer will not assume and will not be responsible (and no Designated Affiliate will assume or be responsible) to pay, perform or discharge any provision in this Agreement to Liabilities of any member of the contrary, Buyer shall assume only Seller Group or any other Seller Affiliate of any kind or nature whatsoever other than the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to . Without limiting the contrary in Section 2.03, none generality of the following shall be Assumed foregoing, the Excluded Liabilities for include, but are not limited to, the purposes of this Agreementfollowing: (a) any liability Liabilities of any member of the Seller Group arising or obligation under incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the other Transaction Documents or with respect to any Assumed Contractthe Transaction, Permitincluding, Governmental Orderwithout limitation, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a)fees and expenses of counsel, accountants, consultants, advisers and others; (b) any liability or obligation Liabilities for Taxes (i) relating to the Purchased Assets with respect to a Pre-Closing Tax Period (which Taxes include, by way of example and not limitation, real and personal property Taxes), and (ii) of any member of the LIN CompaniesSeller Group, the any equityholder of any Seller or any other Affiliate of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the any Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)any Taxes imposed pursuant to Section 7519 of the Code; (dc) any liability or obligation Liabilities relating to or arising out of any of the Excluded Assets; (d) any Liabilities arising out of, relating to or otherwise in respect of the ownership or operation of the Business or the Purchased Assets prior to Closing; (e) any liability with Liabilities arising out of, relating to or otherwise in respect to Excluded Employees and Employees who are not Transferred Employeesof any products manufactured or sold or any service performed by any member of the Seller Group or any other Seller Affiliate; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02)1.3 above, (ii) imposed on or payable by or any Liabilities with respect to Seller (except as expressly provided in Section 9.02)the Benefit Plans, arising at any time whether prior to or following the Closing Date, including but not limited to, Liabilities arising from income or excise Tax assessments, participant benefit claims, or (iii) for which Seller is otherwise liable pursuant to Section 9.05fiduciary conduct or arising under ERISA or the Code; (g) except as provided in Section 1.3 above, any liability to indemnify, reimburse or advance amounts Liabilities with respect to any current or former employee, officer, memberdirector, Employee independent contractor, consultant or agent other service provider of any member of the Seller Group or any Seller Affiliate arising at any time whether prior to or following the Closing Date relating to (i) any employment, consulting or other service relationship with such member of its Affiliatesthe Seller Group or such other Seller Affiliate; (ii) the termination of any employment, consulting or other service relationship with such member of the Seller Group or such Seller Affiliate (including, but not limited to, any obligation or Liability of any member of the Seller Group under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar state or local law (the “WARN Act”) resulting from, arising out of or otherwise with respect to any action taken on or prior to the Closing other than any liability action taken by the Sellers to comply with their obligations in the first sentence of Section 4.18(b); provided, that any such WARN Act obligation or Liability arising out of the Buyer’s failure to offer employment at the Closing to employees of the Sellers in compliance with its obligation in Section 4.18(a) shall not be an Excluded Liability; or (iii) indemnification or similar obligations, including, without limitation, any Liability arising out of or relating to any Transferred Employee incurred on act or after omission by any member of the Seller Group, any violation of or non-compliance with or obligation arising under any applicable Employment Commencement DateLaw respecting employment, compensation or benefits, and any and all costs, or other Liabilities for severance pay (whether or not triggered by virtue of the transactions contemplated by this Agreement), vacation pay, sick pay, health and medical claims and requests for reimbursements, and similar and other benefits, relating to any period of employment with any member of the Seller Group or any other Seller Affiliate, whether arising as a matter of Contract, Law or otherwise; (h) the liabilities and obligations any Liabilities or claims arising under or with respect relating to Environmental Laws, Environmental Permits or Hazardous Materials relating to the Purchased Assets to the extent relating to conditions, circumstances, events or facts first arising prior to the Closing or the ownership or operation of the Stations, including the owning or holding of the Station Assets, Business prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder)Closing; (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation Liabilities of the transactions contemplated hereby Business relating to or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders issued by the Business’s customers to any member of the Seller Group on or before the Closing that: (including any termination i) do not constitute part of employment the Purchased Assets; (ii) did not arise in connection therewiththe ordinary course of business; or (iii) or otherwise due are not validly and payable prior effectively assigned to the Effective TimeBuyer pursuant to this Agreement; (j) any Action, including Liabilities under any Action relating Contracts: (i) that are not validly and effectively assigned to any Employee, the Buyer pursuant to this Agreement; or (ii) to the extent arising from such Liabilities arise out of or related relate to a breach by any member of the period Seller Group or any other Seller Affiliate of such Contracts prior to the Effective Time; andClosing; (k) any liability Liabilities under (i) any Assigned Contract arising out of, relating to or otherwise in respect of the performance of such Assigned Contract or activities that occurred prior to Closing or (ii) the Construction Contract arising out of, relating to or otherwise in respect of the performance of the Construction Contract prior to its assignment to the Buyer or its Designated Affiliate, whether pursuant to and in accordance with an Assignment Document or the Owner’s Representative Agreement; provided, that “Excluded Liabilities” shall include all Liabilities that Cxxxx retains under the Owner’s Representative Agreement (including, without limitation, the obligation to pay all amounts due under the Construction Contract, including retainage, to ESI) following such an assignment to the Buyer or its Designated Affiliate; (l) any Liabilities associated with any Indebtedness of the Business or any member of the Seller under this Agreement Group; (m) any Liabilities arising out of, in respect of or any document executed in connection therewithwith the failure by any member of the Seller Group to comply with any Law or Governmental Order; (n) any Liabilities arising out of, including in respect of or in connection with The Fresh Kitchen, but solely to the Ancillary Agreementsextent such Liabilities relate to any period prior to the Final Completion; (o) any Liabilities associated with or relating to Transaction Expenses; and (p) any Liabilities described on Section 1.4(p) of the Disclosure Schedules.

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any provisions of its Affiliates shall assume any other liability or obligation of the SellerSection 1 hereof, the LIN Companies or any of their respective Affiliates of whatever natureSeller shall retain, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by responsible for paying, performing and remain obligations discharging when due, and liabilities of the SellerPurchaser shall not assume or have any responsibility for, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following which shall be Assumed Liabilities for the purposes of this Agreementinclude: (ai) any liability all Taxes now or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required hereafter owed by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a); (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit Affiliate of the Station Asset to Seller or any other party for which such liability the Subsidiaries could be liable for Taxes, or obligation relates, but only attributable to the extent Assets, relating to any period, or any portion of such benefit receivedany period, ending on or prior to the Closing Date; (cii) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation all liabilities relating to or arising out of any of the Excluded Assets; (eiii) any liability with Indebtedness, other than the capital lease described in Section 2.30(b)(iii) of the Disclosure Schedules; (iv) any liabilities of the Seller or Affiliates of the Seller as at the Closing Date in respect to Excluded Employees and Employees who are not of workers' compensation claims of the Transferred Employees; (fv) all debts and obligations of the Seller and Affiliates of the Seller not related to or arising out of the conduct of the Business; (vi) any Tax liability liabilities of the Seller or obligation Affiliates of Seller under this Agreement or the Ancillary Agreements; (ivii) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02)2.03(a) and Article VI, or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts with respect to any officeremployee benefit plan, memberprovision program or arrangement sponsored, Employee maintained or agent of contributed to by the Seller or any "ERISA AFFILIATE" thereof. For purposes of its Affiliatesthis Agreement, other than "ERISA Affiliate" means any liability to any Transferred Employee incurred on member of a controlled group of companies, as set forth in Section 414(b), (c), (m) or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective TimeCode, which includes Seller; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreements.

Excluded Liabilities. Notwithstanding any other provision in of this Agreement or any other writing to the contrary, Buyer shall assume the Purchaser is assuming only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume is not assuming any other liability or obligation Liability of the Seller, the LIN Companies or any of their respective Affiliates Seller Group of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Such Liabilities include the Seller, the LIN Companies or their respective Affiliates following (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement:): (a) any liability Liability for Taxes of the Seller or obligation under attributable to the Business or with respect to the Purchased Assets for any Assumed Contract, Permit, Governmental Orderperiod, or Real Property Lease required by the terms thereof to be discharged any portion of any period, ending on or prior to the Effective Time or as set forth Closing Date (other than Taxes imposed on Schedule 2.04(athe Purchaser pursuant to Section 9.1); (b) any liability Liability arising out of or obligation for which the LIN Companies, the Seller or related to any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedExcluded Asset; (c) the liability related any Liability with respect to the Indebtedness of the Sellerany Seller Plan, the LIN Companiesexcept as provided in Sections 2.3(d), or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c2.3(e) and 2.3(g); (d) any liability or obligation relating to or Liability arising out of any breach or default by any member of the Excluded AssetsSeller Group of any provision of any Contract, Law, or permit; (e) any liability product Liability or similar claims for injury to any Person or property, regardless of when made or asserted, that arise out of or are based upon any express or implied representation, warranty, agreement, or guarantee made by any member of the Seller Group, or alleged to have been made by any member of the Seller Group, or that are imposed or asserted to be imposed by operation of Law in connection with respect any service performed or product sold or leased by or on behalf of any member of the Seller Group on or prior to Excluded Employees and Employees who are not Transferred Employees;the Closing Date; and (f) any Tax liability Liability of any member of the Seller Group to give credits or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided take other remedial action for in Section 9.02), (ii) imposed on defective goods or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05services; (g) any liability to indemnify, reimburse or advance amounts to Liability of any officer, member, Employee or agent member of the Seller Group arising or any incurred in connection with the negotiation, preparation, and execution of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Datethis Agreement and transactions contemplated by this Agreement; (h) the liabilities and obligations arising or with respect to the operation any Liability for Indebtedness of any member of the StationsSeller Group, including other than the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereundercapital lease obligations set forth on Schedule 2.4(h); (i) any liability or obligation Liability for any severance, retention, performance or stay bonus or Proceeding to which any other compensation payable in connection with the consummation member of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective TimeSeller Group is a party; (j) any ActionLiability of any member of the Seller Group or Affiliate thereof based upon an act or omission of such Person after the Closing; (k) except for those Liabilities assumed pursuant to Article 10, including any Action all Liabilities relating to any Employee, to employees of the extent arising from Business incurred on or related to the period prior to the Effective TimeClosing Date, including (i) any Liability for pension or retirement benefits based on service prior to March 1, 2010 and (ii) any Liability under any Welfare Plans for medical claims incurred but not reported as of the Closing Date; (l) any Liability relating to a payable due to any member or division of the Seller Group; and (km) any liability other Liability, regardless of the Seller under this Agreement when made or any document executed in connection therewithasserted, including the Ancillary Agreementsnot specifically assumed hereunder.

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume only Except for the Assumed Liabilities and neither Buyer nor any of its Affiliates Liabilities, the parties expressly agree that Medical Manager shall not assume or otherwise become liable for any other obligation or liability or obligation of the SellerCompany (the "Excluded Liabilities"), including, without limitation, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreementfollowing: (a) any liability or obligation under of the Company or with respect to any Assumed Contractother Person, Permitabsolute or contingent, Governmental Orderknown or unknown, or Real Property Lease required by the terms thereof not expressly agreed to be discharged prior assumed pursuant to the Effective Time or as set forth on Schedule 2.04(a)provisions of Section 1.5; (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedCompany arising under this Agreement; (c) the any liability related to the Indebtedness or obligation of the Seller, the LIN CompaniesCompany with respect to, or arising out of, any employee benefit plan, deferred compensation plan or any other plans or arrangements for the benefit of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)any employees or officers of the Company; (d) any liability or obligation relating to or arising out of any of the Excluded AssetsCompany under any incentive compensation agreement, consulting agreement, bonus agreement or employment related settlement agreement; (e) any liability with respect obligations or liabilities arising from or relating to Excluded Employees the acquisition (by stock purchase, asset purchase, merger or otherwise) by the Company or the Shareholders of any Person and Employees who are not Transferred Employeesall obligations and liabilities relating thereto; (f) any Tax liability or obligation (i) of the Company relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect any default under any Assumed Liability to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant the extent such default existed prior to Section 9.05;the Closing; and (g) other than the Receivables Debt, and notwithstanding Section 1.5 to the contrary, any liability to indemnify, reimburse or advance amounts obligation of the Company to any officer, member, Employee or agent of the Seller Shareholders, or any of its Affiliates, other than any liability to any Transferred Employee incurred on Affiliate of the Company or after the applicable Employment Commencement Date;Shareholders, or to any party claiming to have a right to acquire any shares of capital stock or other securities convertible into or exchangeable for any shares of capital stock of the Company. (h) the any obligations or liabilities and obligations arising from or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreementsmatters set forth on Schedule 3.12.

Excluded Liabilities. Notwithstanding Purchaser shall not assume, and shall be deemed not to have assumed, and Seller shall be solely and exclusively liable with respect to, any provision in this Agreement to the contrary, Buyer shall assume only Liabilities of Seller other than the Assumed Liabilities (collectively, the "Excluded Liabilities"). For the avoidance of doubt and neither Buyer nor any of its Affiliates shall assume any other liability or obligation without limitation of the Sellerforegoing, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Excluded Liabilities include the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreementfollowing: (a) any liability or obligation all Liabilities based upon, arising under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a); to: (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (ci) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, Excluded Assets (including, without limitation, as set forth on Schedule 2.04(cContracts that are not Purchased Contracts); ; or (dii) any liability the ownership, operation or obligation relating to or arising out use of any of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability businesses or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent assets of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on the Purchased Assets, whether before, at or after the applicable Employment Commencement consummation of the Closing; (b) all Liabilities for Taxes: (i) of Seller or any of its Affiliates, including, without limitation, all Taxes of Seller for which any director, officer or employee of Seller may potentially be held personally liable; and (ii) imposed on or relating to the Purchased Assets for any Tax period (or portions thereof) ending before the Closing Date; (c) all Liabilities of Seller under the Credit Documents; (d) reserved; (e) all Liabilities arising out of, relating to or with respect to the employment or performance of services, or termination of employment or services by Seller of any individual, including, without limitation: (i) all Liabilities arising from retention, severance or change of control payments owed to any Employee or other Person who has performed services for or on behalf of Seller, whether as consultant, independent contractor, leased employee or otherwise as a result of the transactions contemplated hereby; (ii) all Liabilities based upon, arising (whether arising before or after the Closing) under or with respect to any Employee Benefit Plan or any other current or former compensation or employee benefit plan, policy or arrangement maintained, contributed to, or entered into at any time by, Seller or any of its Affiliates or with respect to the service or termination of any current or former employee, consultant, independent contractor, leased employee or other agent by Seller or any of its Affiliates (whether or not retained by Purchaser after the consummation of Closing), including, without limitation, any Liability arising under or with respect to workers compensation, continuation of group health coverage required under Section 4980B of the Code or Sections 601-608 of ERISA (“COBRA”), unemployment insurance premiums or any claims arising under any federal, state or local tax withholding, employment, labor or discrimination Laws; (iii) all Liabilities based upon, arising under or with respect to Seller's failure to classify individuals as employees; and (iv) all Liabilities arising under the WARN Laws; (f) all Liabilities arising from the sale of Products or the provision of services by Seller; (g) any Liabilities for claims for workers compensation with dates of injury prior to the Closing Date; (h) all accounts payable incurred in the liabilities Ordinary Course of Business, including without limitation 503(b)(9) Claim Liabilities and obligations Post-petition Trade Payables (it being understood that Purchaser shall pay the 503(b)(9) Claim Amount (to satisfy certain 503(b)(9) Claim Liabilities) and the Post-petition Trade Payable Amount (to satisfy certain Post-petition Trade Payables) to Seller as a portion of the Purchase Price pursuant to Section 3.1); (i) all Liabilities of Seller based upon, arising under or with respect to any Environmental Law; (j) all Liabilities of Seller with respect to any Indebtedness or any check or draft; (k) all Liabilities to the extent the existence of which constitutes a breach of any representation or warranty of Seller contained in or made pursuant to the Agreement; and (l) all Liabilities based upon, arising under or with respect to the operation of Seller or the StationsBusiness, including or the owning operation or holding use of the Station Purchased Assets, in each case, prior to the Effective Time consummation of the Closing arising by operation of law under any common law or statutory doctrine (excluding any including successor liability or obligation expressly assumed by Buyer hereunder); (ide facto merger) any liability or obligation for any severance, retention, performance or stay bonus or and any other compensation payable in connection obligation or liability based upon, arising under or with respect to events or conditions occurring at or prior to the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective TimeClosing; and (km) any liability all Liability for providing COBRA coverage to (i) Transferred Employees and "qualified beneficiaries" (as defined in Section 4980B of the Code) of Transferred Employees who incur a "qualifying event" (as defined in Section 4980B of the Code) prior to the Closing Date (other than as a result of the Transferred Employee becoming an employee of Purchaser); and (ii) current or former employees of Seller under this Agreement or any document executed of its predecessors who are not Transferred Employees and "qualified beneficiaries" (as defined in connection therewith, including Section 4980B of the Ancillary AgreementsCode) of such current or former employees.

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall not assume only the Assumed Liabilities and neither Buyer nor shall not be obligated to assume or be obliged to pay, perform or otherwise discharge any Liability of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities , known or unknown, disputed or undisputed, contingent or non-contingent, liquidated or unliquidated, or otherwise, and obligations Seller shall be retained by solely and remain obligations and liabilities exclusively liable with respect to all Liabilities of the Seller, other than the LIN Companies or their respective Affiliates Assumed Liabilities (all such liabilities and obligations not being assumed being herein referred to as collectively the “Excluded Liabilities”). For the avoidance of doubt, andthe concept of Excluded Liabilities is intended to be construed as broadly as possibly under applicable law, notwithstanding anything to the contrary in including Section 2.03, none 363 of the following Bankruptcy Code as interpreted, and shall be Assumed Liabilities for include, without limitation, the purposes of this Agreementfollowing: (a) any liability Liability of Seller or obligation under its directors, officers, stockholders or with respect to any Assumed Contractagents (acting in such capacities), Permit, Governmental Orderarising out of, or Real Property Lease required relating to, this Agreement or the transactions contemplated by the terms thereof to be discharged this Agreement, whether incurred prior to, at or subsequent to the Effective Time Closing Date, including, without limitation, all finder’s or as set forth on Schedule 2.04(a)broker’s fees and expenses and any and all fees and expenses of any Representatives of Seller; (b) any liability Liability relating to events or obligation for which the LIN Companiesconditions occurring or existing in connection with or arising out of, the Seller Facility as operated by Seller, or the ownership, possession, use, operation or sale or other disposition prior to the Closing Date of any Purchased Assets (or any of their respective Affiliates has already received other assets, properties, rights or will receive the partial or full benefit of the Station Asset to which such liability or obligation relatesinterests associated, but only at any time prior to the extent of such benefit receivedClosing Date, with the Facility), including trade obligations, accrued payroll and other compensation; (c) other than as specifically set forth herein, any Liability to any Persons at any time employed by Seller or its predecessors-in-interest at any time or to any such Person’s spouses, children, other dependents or beneficiaries, with respect to incidents, events, exposures or circumstances occurring at any time during the liability related to the Indebtedness period or periods of the Sellerany such person’s employment by Seller or its predecessors-in-interest, the LIN Companieswhenever such claims mature or are asserted, or any of their respective Affiliates, including, including without limitation, as set forth on Schedule 2.04(c)all Liabilities arising (i) under the Benefit Plans, (ii) under any employment, wage and hour restriction, equal opportunity, discrimination, plant closing or immigration and naturalization laws, (iii) under any collective bargaining laws, agreements or arrangements or (iv) in connection with any workers’ compensation or any other employee health, accident, disability or safety claims; (d) any liability all Liabilities of Seller, or obligation relating with respect to the Facility, in connection with claims of professional malpractice or arising out of any of the Excluded Assetstort; (e) any liability all Liabilities of Seller or with respect to Excluded Employees and Employees who are not Transferred Employeesthe Facility for violations of any Legal Requirement; (f) any Tax liability Liability of Seller relating to the Purchased Assets connected with, arising out of or obligation relating to: (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02)Hazardous Substances or Environmental Laws, (ii) imposed on claims relating to employee health and safety, including claims for injury, sickness, disease or payable by or with respect to Seller (except as expressly provided in Section 9.02), death of any Person or (iii) for which Seller is otherwise liable pursuant compliance with any Legal Requirement relating to Section 9.05any of the foregoing; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any ERISA Affiliate under Title IV of its AffiliatesERISA, other than any liability including with respect to any Transferred Employee incurred on single employer plan, multiemployer plan or after the applicable Employment Commencement Datemultiple employer plan; (h) any Liability of Seller under the liabilities Benefit Plans including any pension, retirement or retiree health and obligations arising welfare Liability to Seller’s current or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder)former employees; (i) any liability Liability of Seller under COBRA or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Timesimilar state law; (j) any Action, including any Action relating to any Employee, to Liability of Seller under the extent arising from WARN Act or related to the period prior to the Effective Time; andsimilar state law; (k) any liability Liability of the Seller under any Benefit Plans ever maintained or offered by Seller to its employees, including any pension, retirement, or retiree health and welfare Liability to Seller’s current or former employees; (l) all Liabilities owed by Seller to Seller’s employees; (m) any Liability, known or unknown, fixed, contingent or otherwise, the existence of which is a breach of, or inconsistent with, any representation, warranty, covenant, obligation or agreement of Seller set forth in this Agreement or in any document executed of the other Ancillary Documents; (n) any Liability of Seller for Taxes, including, without limitation, Taxes attributable to, resulting from, or otherwise arising from the transaction contemplated by this Agreement; (o) any Liability to any Person or Seller on account of any Action or Proceeding; (p) any Liability of Seller under any Collective Bargaining Agreements; (q) any Liability of Seller on account of any private sector cost reimbursement programs or insurance coverage; (r) any experience ratings of Seller maintained by taxing authorities such as unemployment boards; (s) any Liability of Seller relating to or arising out of the ownership or operation of an Excluded Asset; (t) all Liabilities arising out of or pursuant to the Seller Medicare Provider Agreements; and (u) any Liabilities of Seller relating to the XXX Lease, including without limitation, any recapture or other liabilities of Seller in connection therewith, including with the Ancillary Agreementstermination thereof.

Excluded Liabilities. Notwithstanding Specifically, and without in any provision in this Agreement to way limiting the contrarygenerality of Section 1.4(a), Buyer shall assume only the Assumed Liabilities shall not include, and neither Buyer nor in no event shall Purchaser assume, agree to pay, discharge or perform or incur any of its Affiliates shall assume any other liability or obligation of the Sellerunder this Agreement or otherwise become responsible in respect of, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such following (together with all other liabilities and obligations shall be retained by and remain obligations and liabilities of the SellerSeller that are not Assumed Liabilities, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “"Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement:"): (a) any liability or obligation under obligation, including, without limitation, any accounts payable, of or with respect owed to any Assumed ContractAffiliate (as defined in Section 3.19), Permitofficer, Governmental Order, director or Real Property Lease required by employee of Seller (except as expressly provided in Section 1.4(b)) (other than reimbursement of business expenses incurred in the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(aordinary course of business consistent with past practice); (b) any liability or obligation for which of Seller relating to or arising from the LIN Companiesbreach of, default under or failure to comply with, at any time on or prior to the Seller Closing Date, any Assumed Contract or the failure to timely pay or perform any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such other liability or obligation relates, but only to the extent of such benefit receivedobligation; (c) except as expressly provided in Section 1.4(b), any liability or obligation of Seller arising out of or incurred in connection with (i) the liability related employment of any individual (whether as an employee or as an independent contractor), (ii) the operation and administration of any employee benefit plan, policy or program of any kind or description whatsoever currently or previously maintained or sponsored by Seller or to the Indebtedness of the Seller, the LIN Companies, which Seller was obligated (through collective bargaining or any of their respective Affiliatesotherwise) to make contributions, including, without limitation, as set forth on Schedule 2.04(c); any plan or contract providing for deferred compensation or health or death benefits, any multiemployer plan or any plan subject to Title IV of ERISA or (iii) any contract or agreement relating to any such employee benefit plan, policy or program; (d) any liability liabilities or obligation relating to obligations of Seller related or arising out of any of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation Employee Stock Ownership Plan of the StationsSeller ("ESOP") or 401(k) plan of Seller, including the owning including, without limitation, any liabilities or holding obligations from claims made by or on behalf of the Station Assets, prior to the Effective Time (excluding any liability participants or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus beneficiaries in such plans or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) taxes or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or penalties related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreements.such plans;

Excluded Liabilities. Notwithstanding Buyer shall not assume and shall not be obligated to assume or be obliged to pay, perform or otherwise discharge any provision in this Agreement Liability of Sellers other than the Assumed Liabilities, whether related to the contraryBusiness or the Assets and whether disclosed on the Disclosure Schedules, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any regardless of its Affiliates shall assume any other liability when or obligation of the Sellerby whom asserted (such Liabilities, the LIN Companies or any of their respective Affiliates of whatever naturecollectively, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to including the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreementfollowing: (a) any liability Liabilities of any Seller under this Agreement, any other Transaction Document or obligation under or any other agreement entered into by any Seller in connection with respect to any the Transactions (other than the Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(aLiabilities); (b) any liability Liabilities of any Seller for expenses, fees or obligation for which the LIN Companies, the Seller Taxes (subject to ‎Section 8.01) incident to or any of their respective Affiliates has already received or will receive the partial or full benefit arising out of the Station Asset to which such liability negotiation, preparation, approval or obligation relatesauthorization of this Agreement or the consummation (or preparation for the consummation) of the Transactions (including all attorneys’ and accountants’ fees, but only to the extent of such benefit receivedand brokerage fees); (c) the liability related subject to the Indebtedness ‎Section 8.01, any Liabilities of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)Seller for Taxes for any period; (d) all Cure Costs; (e) any liability Liabilities of any Seller (i) arising by reason of any violation or obligation alleged violation of any federal, state, local or foreign law or any requirement of any Governmental Authority or (ii) arising by reason of any breach or alleged breach by any Seller of any agreement, contract, lease, license, commitment, instrument, or Order; (f) any Liabilities of any Seller relating to or any Proceeding arising out of or in connection with the conduct of the Business or any other conduct of any Seller or its officers, directors, employees, consultants, agents or advisors, in each case, prior to the Closing; (g) any Liabilities of any Seller for Indebtedness; (h) any Liabilities of any Seller to the extent related to any of the Excluded Assets; (ei) any liability with respect to Excluded Employees and Employees who are all Liabilities of any Seller under any Contract of Sellers that is not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02)an Assigned Contract whether accruing prior to, (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02)on, or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Closing Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Actionand all Liabilities in any way attributable to (i) the employment or service of current or former employees, including directors or consultants of Sellers or Southcross GP or any Action current or former Subsidiary of Sellers or Southcross GP who is not a Transferred Employee, regardless of whether such Liability is attributable to the period before, on or after the Closing Date, (ii) the employment or service of Transferred Employees to the extent attributable to any action, event, circumstance or condition arising on or prior to the Closing, or (iii) any Seller Benefit Plan; (k) any and all Liabilities arising under or relating to any Employee, Environmental Law to the extent arising from facts, conditions or occurrences arising prior to the Closing and that arise from or relate to (i) the ownership or operation of the Business or the Assets prior to the Closing (including the disposal or transportation prior to the Closing Date of any Hazardous Substances generated, handled, or stored by or at the Assets to any property other than the Assets), (ii) any action or inaction of Sellers or of any Third Party relating to the Business or the Assets prior to the Closing, (iii) any formerly owned, leased or operated properties of Sellers, or (iv) any condition first occurring or arising prior to the Closing with respect to the Business or the Assets; (l) any and all Liability for (i) costs and expenses incurred by Sellers or owed in connection with the administration of the Bankruptcy Cases (including claims under section 503(b)(9) of the Bankruptcy Code or for U.S. Trustee fees, fees and expenses of attorneys, accountants, financial advisors, consultants and other professionals retained by Sellers, or any official or unofficial creditors’ or equity holders’ committee, or fees and expenses of the post-petition lenders or the pre-petition lenders incurred or owed in connection with the administration of the Bankruptcy Cases), and (ii) all costs and expenses arising out of or related to the period any Third Party claims made against Sellers prior to the Effective TimeClosing, including any such warranty or product claims; (m) any Liabilities of any Seller arising out of or in connection with any death or personal injury to any Person sustained on or in connection with the Assets prior to the Closing Date; (n) all of Sellers’ Liabilities under any Hedge Contracts, whether arising prior to, at or after the Closing, including Liability for any termination or similar payments relating thereto; (o) all accounts payable and accrued expenses or other obligations related to the Business, the Assets or the operation thereof prior to the Closing; and (kp) any liability other Liabilities of the any Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreementsnot expressly assumed by Buyer pursuant to ‎Section 2.03.

Excluded Liabilities. Notwithstanding Purchaser shall not assume and shall not be deemed to have assumed or otherwise be liable for any provision in this Agreement to the contrarydebts, Buyer shall assume only the Assumed Claims, obligations or other Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies Parent or their respective Affiliates bankruptcy estates or in respect of the Purchased Assets whatsoever other than the Liabilities assumed pursuant to Section 2.4 (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), andall of which shall remain the sole responsibility and obligation of Seller and/or Parent. Specifically, notwithstanding anything to without limiting the contrary in Section 2.03foregoing, none of the following Excluded Liabilities shall be Assumed Liabilities for the purposes of this Agreementinclude: (a) any liability income, capital or obligation under capital gains Taxes or with respect to any Assumed ContractTaxes on profits of Seller, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a)Parent and their Affiliates including accrued income Taxes; (b) any liability other Taxes, paid, payable, collected, collectible or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only otherwise relating to the extent of such benefit receivedBusiness or the Purchased Assets for any period prior to Closing; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation all Liabilities relating to or arising out of any of the Excluded Assets; (d) all payables to Parent or any of its Affiliates; (e) any liability all Liabilities associated with respect to Excluded Employees Seller’s and Employees who are not Transferred EmployeesParent’s Bankruptcy Case; (f) any Tax liability of Seller’s or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05Parent’s Liabilities under this Agreement; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Dateall Claims and Encumbrances; (h) the liabilities all Liabilities arising out of, relating to or with respect to employees, including Claims relating to employee severance and obligations termination; (i) all Liabilities to customers arising out of, relating to or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective TimePurestockX subscription service; (j) any Actionof Seller’s or Parent’s Liabilities arising by reason of any violation or alleged violation of any law or any requirement of any governmental authority or by reason of any breach or alleged breach of any contract, including permit, license judgment, order or decree, regardless of when any Action relating to any Employee, to the extent arising from such violation or related to the period prior to the Effective Time; andbreach is asserted; (k) any liability of Seller’s or Parent’s Liabilities relating to claims for loss and/or damage to original and/or duplicate materials relating to any Image (including, without limitation, photographic negatives, transparencies, prints, artwork, digital image files and digital media) by the owners or the agents of such owners of such materials; (l) any of Seller’s or Parent’s Liabilities relating to claims for breach of copyright, model rights, tangible property rights or intellectual property rights related to any licensing, distribution or publication of the Images that occurred prior to Closing; (m) any of Seller’s or Parent’s Liabilities relating to claims for breach of any express or implied warranty, personal injury, damage to property or other loss based upon or arising out of the sale and distribution of products or the provision of services by Seller under this Agreement or Parent; and (n) any other Liability of Seller or Parent that is not expressly assumed pursuant to Section 2.4 including without limitation any Liabilities or obligations arising out of transactions entered into at or prior to the Closing, any action or inaction at or prior to the Closing or any document executed in connection therewithstate of fact existing at or prior to the Closing, including the Ancillary Agreementsregardless of when asserted.

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall not assume only the Assumed Liabilities and neither Buyer nor or be obligated to pay, perform or otherwise discharge any of its Affiliates shall assume any other liability or obligation of Sellers, direct or indirect, known or unknown, absolute or contingent, not expressly assumed by Buyer pursuant to the Seller, the LIN Companies or any Instrument of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates Assumption (all such liabilities and obligations not being assumed being herein referred to as called the “Excluded Liabilities”), ) and, notwithstanding anything to the contrary in Section 2.032.3, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) all liabilities and obligations, including any liability claims, actions or obligation under proceedings, regardless of when made or with respect to any Assumed Contractasserted, Permitrelating to, Governmental Order, resulting from or Real Property Lease required by arising out of the terms thereof to be discharged operation of the Business on or prior to the Effective Time or Closing Date (except to the extent individually identified and reflected as set forth on Schedule 2.04(aa dollar amount in Valuation Date Working Capital Statement); (b) any liability liabilities and obligations related to, or obligation for which arising from (i) the LIN Companiesoccupancy, operation, use or control of any of the Seller Property prior to the Closing Date or any of their respective Affiliates has already received or will receive (ii) the partial or full benefit operation of the Station Asset Business prior to the Closing Date, in each case incurred or imposed by any Environmental Law, including liabilities and obligations related to, or arising from, any Release of any Hazardous Materials on, at or migrating from (A) the Seller Property, including all facilities, improvements, structures and equipment thereon, surface water thereon or adjacent thereto and soil or groundwater thereunder or (B) any real property or facility owned by a third Person to which such liability Hazardous Materials generated by the Business were sent or obligation relates, but only came to be present prior to the extent of such benefit receivedClosing Date; (c) the any product liability related or claims for injury to the Indebtedness person or property, regardless of the Sellerwhen made or asserted, the LIN Companies, or relating to any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)Products; (d) any liability or obligation relating liabilities in respect of Taxes for which a Seller is liable pursuant to or arising out of any of the Excluded AssetsSection 8.2; (e) any liability costs and expenses incurred by Seller incident to (i) its negotiation and preparation of this Agreement, including any expenses payable to legal counsel or to any financial advisor, broker, accountant or other Person who performed services for or provided advice to any Seller or any Affiliate of Seller, or who is otherwise entitled to any compensation or payment from any Seller, in connection with respect to Excluded Employees any of the transactions contemplated by the Agreement or (ii) its performance and Employees who are not Transferred Employeescompliance with the agreements and conditions contained herein; (f) any Tax liability liabilities or obligation (i) relating to Preobligations of Sellers in respect of change-Closing Tax Periods (except as expressly provided for in Section 9.02)in-control, (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay transaction bonus or any other compensation similar payments payable to directors, officers or employees of Sellers in connection with the consummation of the transactions contemplated hereby (including together with the costs and expenses described in Section 2.4(e), the “Sellers’ Transaction Expenses”); (g) any termination costs or expenses incurred by Sellers in respect of employment in connection therewiththe Tail Policy; (h) any liabilities arising from or otherwise due and payable prior related to the Effective Timeissuance of IRS Forms W-2 for certain year end cash bonus payroll matters described in Schedule 5.16; (i) any liabilities or obligations in respect of any Excluded Assets; (j) any Actionpayables, including any Action relating to any Employee, expenses or other liabilities or obligations of Sellers not individually listed in the Valuation Date Working Capital Statement or in excess of the Valuation Date Working Capital Amount; (k) except to the extent arising from assumed pursuant to Section 2.3(e), any obligations with respect to any return claim, warranty claim or related other obligations to provide parts for and service with respect to, or to repair or replace, any Products; (l) any liabilities in respect of lawsuits, claims, suits, proceedings or investigations set forth in Schedule 5.19 or relating to the period prior to the Effective TimeClosing (including any of the foregoing relating to the failure or the alleged failure by Sellers to comply with applicable Requirements of Laws or perform its obligations or otherwise comply with the terms of any Seller Agreement); (m) any liability under or with respect to all employee benefit plans, agreements and arrangements of Sellers, including the UAR Plan, or arising in connection with the employment and pay practices, of Seller or any of its Affiliates; (n) any liabilities or obligations relating to, in respect of, or that may become owed to, employees of the Business, including accrued compensation and worker’s compensation claims, relating to the period prior to the Closing; (o) any payables and other liabilities or obligations of a Seller with respect to the Business to another Seller or any Affiliate of a Seller; and (kp) any liability and all Indebtedness of the a Seller under this Agreement or any document executed in connection therewith, including the Ancillary AgreementsAffiliate of a Seller.

Excluded Liabilities. Notwithstanding Purchaser shall not assume or be obligated to pay, perform fulfill or discharge any provision in this Agreement to the contrary, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the SellerCompany, and the LIN Companies or any Company will retain and remain responsible for all of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other the Company’s liabilities and obligations shall be retained by of any nature whatsoever, other than the Assumed Liabilities, whether direct or indirect, known or unknown, absolute, accrued or contingent, whether related to the Acquired Assets or otherwise, and remain obligations and liabilities regardless of the Seller, the LIN Companies or their respective Affiliates when asserted (all such liabilities and obligations not being assumed being herein referred to as called the “Excluded Liabilities”), ) and, notwithstanding anything to the contrary in Section 2.032.1(c), none of the following shall be Assumed Liabilities for the purposes of this Agreement: (ai) any liability or obligation under or with liabilities in respect of Taxes for which the Company is liable pursuant to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a)this Agreement; (bii) any liability payables and other liabilities or obligation for which obligations of the LIN Companies, the Seller Company to any of its employees or Affiliates or any of their respective Affiliates has already received or will receive the partial or full benefit member of the Station Asset Company or former employee or member of the Company (unless reflected as a dollar amount in the Closing Statement), including any salary, bonuses or other payables, liabilities or obligations pursuant to which such liability or obligation relates, but only to the extent of such benefit receivedany Benefit Plans; (ciii) any costs and expenses incurred by the liability related Company incident to the Indebtedness its negotiation and preparation of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)this Agreement and its performance and compliance with this Agreement and conditions contained herein; (div) any liability liabilities or obligation relating to or arising out obligations in respect of any of the Excluded Assets, including each Specified Excluded Matter; (ev) any liability with liabilities in respect to Excluded Employees and Employees who are not Transferred Employees;of the actions, suits, arbitrations, proceedings investigations or other litigation described in Schedule 3.18; or (fvi) any Tax liability liabilities or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02obligations listed on Schedule 2.1(d), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreements.

Excluded Liabilities. Notwithstanding The Buyer will not assume and will not be responsible (and no Designated Affiliate will assume or be responsible) to pay, perform or discharge any provision in this Agreement to Liabilities of any member of the contrary, Buyer shall assume only Seller Group or any other Seller Affiliate of any kind or nature whatsoever other than the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to . Without limiting the contrary in Section 2.03, none generality of the following shall be Assumed foregoing, the Excluded Liabilities for include, but are not limited to, the purposes of this Agreementfollowing: (a) any liability Liabilities of any member of the Seller Group arising or obligation under incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the other Transaction Documents or with respect to any Assumed Contractthe Transaction, Permitincluding, Governmental Orderwithout limitation, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a)fees and expenses of counsel, accountants, consultants, advisers and others; (b) any liability or obligation Liabilities for Taxes (i) relating to the Purchased Assets with respect to a Pre-Closing Tax Period (which Taxes include, by way of example and not limitation, real and personal property Taxes), and (ii) of any member of the LIN CompaniesSeller Group, the any equityholder of any Seller or any other Affiliate of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the any Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)any Taxes imposed pursuant to Section 7519 of the Code; (dc) any liability or obligation Liabilities relating to or arising out of any of the Excluded Assets; (d) any Liabilities arising out of, relating to or otherwise in respect of the ownership or operation of the Business or the Purchased Assets prior to Closing; (e) any liability with Liabilities arising out of, relating to or otherwise in respect to Excluded Employees and Employees who are not Transferred Employeesof any products manufactured or sold or any service performed by any member of the Seller Group or any other Seller Affiliate; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02)1.3 above, (ii) imposed on or payable by or any Liabilities with respect to Seller (except as expressly provided in Section 9.02)the Benefit Plans, arising at any time whether prior to or following the Closing Date, including but not limited to, Liabilities arising from income or excise Tax assessments, participant benefit claims, or (iii) for which Seller is otherwise liable pursuant to Section 9.05fiduciary conduct or arising under ERISA or the Code; (g) except as provided in Section 1.3 above, any liability to indemnify, reimburse or advance amounts Liabilities with respect to any current or former employee, officer, memberdirector, Employee independent contractor, consultant or agent other service provider of any member of the Seller Group or any Seller Affiliate arising at any time whether prior to or following the Closing Date relating to (i) any employment, consulting or other service relationship with such member of its Affiliatesthe Seller Group or such other Seller Affiliate; (ii) the termination of any employment, consulting or other service relationship with such member of the Seller Group or such Seller Affiliate (including, but not limited to, any obligation or Liability of any member of the Seller Group under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar state or local law (the “WARN Act”) resulting from, arising out of or otherwise with respect to any action taken on or prior to the Closing other than any liability action taken by the Sellers to comply with their obligations in the first sentence of Section 4.18(b); provided, that any such WARN Act obligation or Liability arising out of the Buyer’s failure to offer employment at the Closing to employees of the Sellers in compliance with its obligation in Section 4.18(a) shall not be an Excluded Liability; or (iii) indemnification or similar obligations, including, without limitation, any Liability arising out of or relating to any Transferred Employee incurred on act or after omission by any member of the Seller Group, any violation of or non-compliance with or obligation arising under any applicable Employment Commencement DateLaw respecting employment, compensation or benefits, and any and all costs, or other Liabilities for severance pay (whether or not triggered by virtue of the transactions contemplated by this Agreement), vacation pay, sick pay, health and medical claims and requests for reimbursements, and similar and other benefits, relating to any period of employment with any member of the Seller Group or any other Seller Affiliate, whether arising as a matter of Contract, Law or otherwise; (h) the liabilities and obligations any Liabilities or claims arising under or with respect relating to Environmental Laws, Environmental Permits or Hazardous Materials relating to the Purchased Assets to the extent relating to conditions, circumstances, events or facts first arising prior to the Closing or the ownership or operation of the Stations, including the owning or holding of the Station Assets, Business prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder)Closing; (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation Liabilities of the transactions contemplated hereby Business relating to or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders issued by the Business’s customers to any member of the Seller Group on or before the Closing that: (including any termination i) do not constitute part of employment the Purchased Assets; (ii) did not arise in connection therewiththe ordinary course of business; or (iii) or otherwise due are not validly and payable prior effectively assigned to the Effective TimeBuyer pursuant to this Agreement; (j) any Action, including Liabilities under any Action relating Contracts: (i) that are not validly and effectively assigned to any Employee, the Buyer pursuant to this Agreement; or (ii) to the extent arising from such Liabilities arise out of or related relate to a breach by any member of the period Seller Group or any other Seller Affiliate of such Contracts prior to the Effective Time; andClosing; (k) any liability Liabilities under (i) any Assigned Contract arising out of, relating to or otherwise in respect of the performance of such Assigned Contract or activities that occurred prior to Closing or (ii) the Construction Contract arising out of, relating to or otherwise in respect of the performance of the Construction Contract prior to its assignment to the Buyer or its Designated Affiliate, whether pursuant to and in accordance with an Assignment Document or the Owner’s Representative Agreement; provided, that “Excluded Liabilities” shall include all Liabilities that Xxxxx retains under the Owner’s Representative Agreement (including, without limitation, the obligation to pay all amounts due under the Construction Contract, including retainage, to ESI) following such an assignment to the Buyer or its Designated Affiliate; (l) any Liabilities associated with any Indebtedness of the Business or any member of the Seller under this Agreement Group; (m) any Liabilities arising out of, in respect of or any document executed in connection therewithwith the failure by any member of the Seller Group to comply with any Law or Governmental Order; (n) any Liabilities arising out of, including in respect of or in connection with The Fresh Kitchen, but solely to the Ancillary Agreementsextent such Liabilities relate to any period prior to the Final Completion; (o) any Liabilities associated with or relating to Transaction Expenses; and (p) any Liabilities described on Section 1.4(p) of the Disclosure Schedules.

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall not assume only the Assumed Liabilities and neither Buyer nor or be obligated to pay, perform or otherwise discharge any of its Affiliates shall assume any other liability or obligation of the Seller, direct or indirect, known or unknown, absolute or contingent, not expressly assumed by Buyer pursuant to the LIN Companies Instrument of Assumption or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates Section 9.13(b) (all such liabilities and obligations not being assumed being herein referred to as called the “Excluded Liabilities”), ) and, notwithstanding anything to the contrary in Section 2.032.3, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) any liability or obligation under or with liabilities in respect of Taxes for which Seller is liable pursuant to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a)Section 7.2; (b) any liability payables and other liabilities or obligation for which the LIN Companies, the obligations of Seller to any of its employees or Affiliates or any Shareholder or former employee or shareholder of their respective Affiliates has already received or will receive the partial or full benefit Seller, including any accrued bonuses as of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedClosing; (c) any costs and expenses incurred by Seller incident to its negotiation and preparation of this Agreement and its performance and compliance with the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)agreements and conditions contained herein; (d) any liability liabilities or obligation relating to or arising out obligations in respect of any of the Excluded Assets; (e) any liability with liabilities in respect to Excluded Employees and Employees who are not Transferred Employees;of the lawsuits, claims, suits, proceedings or investigations set forth in Schedule 5.21 (except as provided in Section 8.2(v)); or (f) any Tax liability liabilities and obligations related to, associated with or obligation arising from (i) relating the occupancy, operation, use or control of any of the Business Property prior to Pre-the Closing Tax Periods (except as expressly provided for in Section 9.02), Date or (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, Business prior to the Effective Time (excluding Closing Date, in each case incurred or imposed by any liability Requirements of Laws, including liabilities and obligations related to, or obligation expressly assumed by Buyer hereunder); (i) arising from, any liability Release of any Contaminant on, at or obligation for any severancefrom the Business Property, retentionincluding all facilities, performance improvements, structures and equipment thereon, surface water thereon or stay bonus adjacent thereto and soil or groundwater thereunder, or any other compensation payable conditions whatsoever on, under or in connection with the consummation vicinity of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreementssuch real property.

Excluded Liabilities. Notwithstanding any provision Except as expressly provided in this Agreement to Section 2.3, the contrary, Buyer shall not assume only the Assumed Liabilities and neither Buyer nor shall not be responsible for or otherwise be liable for any of its Affiliates shall assume any other liability or obligation Liability whatsoever of the Seller, the LIN Companies Seller Entities or any of their respective Affiliates of whatever natureAffiliates, whether presently in existence or not arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of from or related to the Seller, Business or the LIN Companies or their respective Affiliates Assets (all such liabilities and obligations not being assumed being herein referred to as the “"Excluded Liabilities”"), andand the Seller Entities shall pay, notwithstanding anything to perform and discharge, as and when due, each such Excluded Liability, which include the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreementfollowing: (a) any liability or obligation under or with respect and all Liabilities related to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged operation of the Business prior to the Effective Time Date, including Liabilities (including express or as set forth implied warranty obligations and product liability claims) arising out of or related to any products or goods manufactured, distributed, leased, imported, licensed, sold or services performed in connection with the Business prior to the Effective Date, whether or not such Liabilities relate to products that are defective or improperly designed, manufactured, packaged or labeled, and whether predicated on Schedule 2.04(a)negligence, gross negligence, other tortious conduct, strict liability, breach of warranty or Contract or any other legal theory; (b) any liability and all Liabilities related to any recall, design defect or obligation for which the LIN Companies, similar claims of any products manufactured or sold or any service performed by the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedEntities; (c) the liability any and all Liabilities arising from or related to any failure to perform, improper performance, warranty or other breach, default or violation of any Assumed Contract by any Seller Entity on or prior to the Indebtedness of the Seller, the LIN Companies, or Effective Date; and any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)and all Liabilities under any Contract to which a Seller Entity is a party that is not an Assumed Contract; (d) any liability or obligation relating to or arising out of any and all Liabilities of the Excluded AssetsSeller Entities with respect to any Action; (e) any liability with respect and all Liabilities related to Excluded Employees and Employees who are not Transferred Employeesany actual or alleged violation of any Law by the Seller Entities; (f) any Tax liability or obligation and all Liabilities of the Seller Entities for any Indebtedness (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable other than the copier and printer leases secured by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) Permitted Encumbrances for which a fully executed assignment agreement or consent to assignment has been delivered to the Buyer prior to the Closing); or any extraordinary, contingent or off-balance sheet Liabilities; or any trade accounts payable of the Seller is otherwise liable pursuant Entities to Section 9.05the extent not reflected on the Final Closing Balance Sheet and included in the Closing Working Capital calculation; (g) any liability and all Liabilities relating to indemnifyemployees, reimburse independent contractors or advance amounts other service providers of the Seller Entities with respect to such individual's relationship with the Seller Entities, including workers' compensation and unemployment claims, disability and occupational diseases, any officerinsurance or insurance premiums relating thereto, memberclaims for severance or any other form of post-employment payment, Employee and claims arising under the WARN Act, with respect to periods ending on or agent prior to the Effective Date, in each case without regard to whether such injuries, claims, conditions, events and occurrences are known or otherwise manifest on or prior to the Effective Date, except to the extent that such Liabilities are included in the Assumed Liabilities; (i) any and all Liabilities arising from any generation, storage, use, Release, treatment, transportation, disposal or arranging for storage, treatment, transportation or disposal of any Hazardous Materials by or on behalf of any Seller Entity or any Affiliate of any Seller Entity or anyone under the control or at the request of any Seller Entity or any Affiliate of any Seller Entity, including any and all Liabilities arising from any Hazardous Materials brought onto any Leased Facility by or on behalf of any Seller Entity or any Affiliate of any Seller Entity or anyone under the control or at the request of the Seller or any Affiliate of its Affiliatesthe Seller or any contamination or injury to person, other than property or the environment resulting therefrom, (ii) any liability and all Liabilities arising from or relating to any Transferred Employee incurred and all Hazardous Materials generated by or on behalf of any Seller Entity, (iii) any and all Liabilities arising from or relating to any environmental condition occurring on or prior to the Effective Date at any Leased Facility or any other real property owned, leased, used or operated in connection with the Business whether discovered before, on or after the applicable Employment Commencement Effective Date; , (hiv) the liabilities any and obligations all Liabilities arising from, relating to or otherwise associated with respect to the operation of the Stationsany real property, including the owning site or holding of the Station Assets, facility listed or proposed on or prior to the Effective Time Date for listing on the National Priorities List established pursuant to Environmental Laws or any list established by any other Governmental Entity of sites requiring investigation, response or remediation, or (excluding v) any liability or obligation expressly assumed by Buyer hereunderand all Liabilities relating to any investigation, removal, remediation, restoration, abatement, monitoring and/or reporting relating to any of the matters described in clauses (i) through (iv) of this Section 2.4(i); (i) any liability and all Liabilities of a Seller Entity to a Seller and/or his family members, or obligation for any severanceto Affiliates of a Seller Entity, retentiona Seller, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Timeand/or his family members; (j) any Action, including any Action and all Liabilities of the Sellers or Seller Entities for or relating to any EmployeeTaxes, including (i) any tax imposed on a Seller Entity under Section 1374 of the Code and (ii) any Liability for Taxes of or relating to the extent arising from a Seller or related to the period prior to the Effective Time; andSeller Entity that becomes a Liability of Buyer under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law; (k) any liability and all Liabilities resulting from the failure of any Seller Entity to comply with any provisions of "bulk sales," "bulk transfer" or similar Laws of any jurisdiction in connection with the transactions contemplated hereunder; (l) any and all Liabilities arising out of any business activity of the Seller Entities other than the Business; (m) any and all Liabilities arising out of the acquisition by any Seller Entity of another business or a material amount of stock or assets of any other Person (whether by merger, sale of stock, sale of assets or otherwise), including contingent purchase price payments, royalties, indemnification obligations and any other Liabilities to the seller(s) of such businesses; (n) any and all Liabilities under or arising by reason of this Agreement and the other Transaction Documents, or incurred in connection with the transactions contemplated by this Agreement, including legal and accounting fees and expenses; (o) any and all Liabilities resulting from any change of control or similar payment owed to any employee of the Seller Entities arising out of the transactions contemplated under this Agreement or any document executed in connection therewithAgreement, including pursuant to any double-trigger arrangements entered into by a Seller Entity pursuant to which such payment is conditioned on a change of control and severance of employment; (p) any and all Liabilities relating to the Ancillary Agreementsacquisition, ownership, operation, use or disposal of any Excluded Assets; (q) any and all other Liabilities of the Seller Entities that do not constitute Assumed Liabilities expressly being assumed by the Buyer under Section 2.3; and (r) any and all other Liabilities of the Seller Entities arising from or relating to the matters described on Schedule 2.4.

Excluded Liabilities. Notwithstanding any provision Except as expressly provided to the contrary in this Agreement (including, but not limited to, Section 3.2 above), under no circumstance shall Buyer be obligated to the contrarypay or assume, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation none of the SellerAssets shall be or become liable for or subject to, any liability of Seller or its Affiliates, including the LIN Companies or any of their respective Affiliates of whatever naturefollowing, whether presently in existence fixed or arising hereafter. All such other liabilities contingent, recorded or unrecorded, known or unknown, and obligations shall be retained by and remain obligations and liabilities of whether or not set forth on the SellerSchedules hereto (collectively, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement:): (a) any obligation or liability or obligation under or with respect to any Assumed Contractaccruing, Permit, Governmental Orderarising out of, or Real Property Lease required by relating to acts or omissions of any Person in connection with the terms thereof to be discharged Assets or the operation of the Business prior to the Effective Time or as set forth on Schedule 2.04(a)Time; (b) any obligation or liability accruing, arising out of, or obligation for which the LIN Companiesrelating to any act or omission by Seller, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companiesits Affiliates, or any of their respective medical staff, employees, agents, vendors or representatives before or after the Effective Time (it being understood that any act or omission by the medical staff, employees, agents, vendors and representatives of the Facility and Business as of and after the Effective Time will not be the responsibility of Seller and its Affiliates); (c) any obligation or liability accruing, includingarising out of, without limitation, as set forth on Schedule 2.04(c)or relating to any breach of any Assumed Contract by Seller or any of its Affiliates prior to the Effective Time; (d) any obligation or liability accruing, arising out of, or obligation relating to or arising out of any of the Excluded AssetsContract; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employeeslong-term indebtedness (including the current portion thereof); (f) any Tax liability indebtedness for borrowed money, including indebtedness owed to a bank or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05other similar financial institution; (g) any liability to indemnify, reimburse intercompany or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Daterelated-party indebtedness; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder)for severance with respect to employees of Seller or its Affiliates; (i) any obligation or liability accruing, arising out of, or obligation for relating to any severancefederal, retentionstate or local investigations, performance claims or stay bonus actions with respect to acts or omissions (or suspected or alleged acts or omissions) of Seller, any of its Affiliates or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable their respective employees, medical staff, agents, vendors prior to the Effective Time; (j) any Actioncivil or criminal obligation or liability accruing, including any Action arising out of, or relating to any Employeeacts or omissions of Seller, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement its Affiliates or any document executed in connection therewithof their respective directors, including the Ancillary Agreements.officers, employees and agents claimed to violate any laws;

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall not assume only the Assumed Liabilities and neither Buyer nor or be obligated to pay, perform or otherwise discharge any of its Affiliates shall assume any other liability or obligation of the any Seller, direct or indirect, known or unknown, absolute or contingent, not expressly assumed by Buyer pursuant to the LIN Companies or any Instrument of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates Assumption (all such liabilities and obligations not being assumed being herein referred to as called the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, ) and none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) any liability or obligation under or with liabilities in respect of Taxes for which any Seller is liable pursuant to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a)Section 7.2; (b) any liability payables and other liabilities or obligation for which the LIN Companies, the obligations of any Seller to any Owner or other shareholder of any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedSeller; (c) any costs and expenses incurred by Sellers or Owners incident to its negotiation and preparation of this Agreement and its performance and compliance with the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)agreements and conditions contained herein; (d) any liability liabilities or obligation relating to or arising out obligations in respect of any of the Excluded Assets; (e) subject to Section 2.3, any liability liabilities and obligations related to, associated with respect or arising from (i) the occupancy, operation, use or control of any of the Business Property prior to Excluded Employees the Closing Date or (ii) the operation of the Business prior to the Closing Date, in each case incurred or imposed by any Requirements of Laws, including liabilities and Employees who obligations related to, or arising from, any Release of any Hazardous Materials on, at or from the Business Property, including all facilities, improvements, structures and equipment thereon, surface water thereon or adjacent thereto and soil or groundwater thereunder, or any conditions whatsoever on, under or in the vicinity of such real property, but only to the extent that any such liabilities or obligations are not Transferred Employees;included within the Assumed Liabilities; and (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the those liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreementsdescribed on Schedule 2.4.

Excluded Liabilities. Notwithstanding any other provision in this Agreement to Agreement, except for the contraryAssumed Liabilities expressly specified in Section 1.2, Buyer shall assume only the Assumed not assume, or otherwise be responsible for, any Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever natureTarget, whether presently in existence liquidated or unliquidated, or known or unknown, whether arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities out of occurrences prior to, at or after the Seller, the LIN Companies or their respective Affiliates date hereof (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), andwhich Excluded Liabilities shall include, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreementwithout limitation: (a) any liability Liability to or obligation under in respect of any employees or with respect former employees of Target including without limitation (i) any employment agreement, whether or not written, between Target and any person, and (ii) any claim arising out of or related to the employment of any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged of Target’s employees prior to the Effective Time Closing, including any claim of an unfair labor practice, or as set forth any claim under any state unemployment compensation or worker’s compensation law or regulation or under any federal or state employment discrimination law or regulation, which shall have been asserted on Schedule 2.04(a)or prior to the Closing Date or is based on acts or omissions which occurred on or prior to the Closing Date; (b) any liability Liability under, relating to or obligation for which the LIN Companies, the Seller or with respect to any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedTarget Employee Plan; (c) the liability related to the Indebtedness any Liability of the Seller, the LIN Companies, or Target in respect of any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)Tax; (d) any Liability arising from any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, strict liability, enterprise liability or obligation relating any other legal or equitable theory arising from defects in products manufactured or from services performed by or on behalf of Target or any other person or entity on or prior to the Closing Date (other than product repairs or arising out replacements pursuant to warranty obligations in the ordinary course of any of the Excluded Assetsbusiness); (e) any liability with respect Liability of Target arising out of or related to Excluded Employees any Action against Target or any Action which adversely affects the Assets and Employees who are not Transferred Employeeswhich shall have been asserted on or prior to the Closing Date or to the extent the basis of which shall have arisen on or prior to the Closing Date; (f) any Tax liability or obligation (i) costs and expenses of Target relating to Pre-Closing Tax Periods the transactions contemplated by this Agreement (except as expressly provided for in Section 9.02including the fees and expenses of Target’s legal, accounting, financial and other advisors relating to the transactions contemplated hereby), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02)the accrued stockholder bonus, or (iii) for which Seller is otherwise liable pursuant accrued dividends and (iv) change-in-control bonuses to Section 9.05; (g) any liability be paid to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable Company Employees in connection with the consummation of the transactions contemplated hereby Purchase (including collectively, the “Transaction Liabilities”); (g) any termination liabilities or obligations arising out of employment in connection therewith) or otherwise due and payable any breach prior to the Effective Time; (j) Closing by Target of any Actionprovision of any Contract, including liabilities or obligations arising out of the failure by Target to perform any Action relating to any Employee, to the extent arising from or related to the period such Contract in accordance with its terms prior to the Effective TimeClosing and any liability arising out of the assignment to Buyer of any such Contract in violation of the terms thereof; and (kh) any liability Liability of the Seller under this Agreement or that relates to any document executed in connection therewith, including the Ancillary AgreementsExcluded Asset.

Excluded Liabilities. Notwithstanding Except as expressly provided in Section 2.3, the Buyer shall not assume or become liable for any provision in this Agreement obligations, commitments, or liabilities of the Sellers, whether known or unknown, absolute, contingent, or otherwise, and whether or not related to the contrary, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafterPurchased Assets. All such other liabilities and obligations shall be retained by and remain The obligations and liabilities of the Seller, Sellers not assumed by the LIN Companies or their respective Affiliates (all such liabilities Buyer shall be retained and obligations not being assumed being herein discharged by the Sellers and are referred to as the “"Excluded Liabilities”". Without limiting the generality of the preceding sentence, the Excluded Liabilities include: accrued wages attributable to employees of the Business as of the Effective Time ("Accrued Wages"), and, notwithstanding anything ; the outstanding checks attributable to the contrary in Section 2.03, none Business as of the following shall be Assumed Liabilities for Effective Time (the purposes "Outstanding Checks"); the amount of this Agreement: (a) any Discount Obligations in excess of $2,000,000; and any liability or obligation under or with respect to any Assumed Contractclaim or cause of action, Permitregardless of when made or asserted, Governmental Order, that arises (A) out of or Real Property Lease required by in connection with the terms thereof to be discharged operations of the Business prior to the Effective Time (except as to the Assumed Liabilities) or as set forth on Schedule 2.04(a); (bB) with respect to any liability product purchased or obligation for which the LIN Companies, the Seller manufactured or any of their respective Affiliates has already received service provided by the Sellers on or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only prior to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective AffiliatesEffective Time, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or arising out of any of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating pursuant to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02)any express or implied representation, warranty, agreement, or guarantee made by the Sellers or alleged to have been made by the Sellers or (ii) imposed on or payable asserted to be imposed by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stationslaw, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation any service performed or product designed, manufactured, sold, or leased by or on behalf of the transactions contemplated hereby (including any termination of employment in connection therewith) Sellers on or otherwise due and payable prior to the Effective Time; (j) any Action, including without limitation, any Action relating claim related to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed product delivered in connection therewithwith the performance of such service and any claims seeking to recover for consequential damage, including the Ancillary Agreementslost revenue or income, pursuant to any doctrine of product liability.

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer shall assume is assuming only the Assumed Liabilities and neither Buyer nor is not assuming any other Liability of Seller or any Affiliate of Seller (or any predecessor owner of all or part of its Affiliates shall assume any other liability business and assets) or obligation of the Seller, the LIN Companies or any of their respective Affiliates Business of whatever nature, nature whether presently in existence or arising or asserted hereafter. All , including but not limited to, any debt owed to any party and all such other liabilities and obligations Liabilities shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies Seller or their respective its Affiliates (all such liabilities and obligations Liabilities not being assumed being herein are referred to as the “Excluded Liabilities”), and, notwithstanding anything to . Without limiting the contrary in Section 2.03, none generality of the foregoing, the following Liabilities of Seller shall be Assumed Excluded Liabilities for the purposes purpose of this Agreement, all Liabilities: (a) relating to or arising under or in connection with any liability Plan, any “employee benefit plan” (as each is defined herein), or obligation any other benefit plan, program or arrangement of any kind at any time maintained, sponsored or contributed or required to be contributed to by Seller or any Person that is or has ever been under common control, or that is or has ever been treated as a single employer, with Seller under the Code (“ERISA Affiliate”) or with respect to which Seller or any Assumed ContractERISA Affiliate has any Liability, Permitincluding but not limited to, Governmental Orderany accrued obligations owed or owing to any Person, or Real Property Lease required by including but not limited to, the terms thereof to be discharged prior to the Effective Time or as set forth employee benefits listed on Schedule 2.04(a2.5(a); (b) any liability pertaining to the pre-Closing Date employment or obligation for which the LIN Companiesservice with, the or termination from employment or service from, Seller or any ERISA Affiliate, of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedany individual; (c) relating to any claims (whether asserted before or after the liability related Closing Date) for any breach of a representation, warranty or covenant, or for any claim for indemnification, contained in any Assumed Contract agreed to be performed pursuant to this Agreement by Buyer, to the Indebtedness extent that such breach or claim arises out of or by virtue of Seller’s performance or nonperformance thereunder prior to the Closing Date, it being understood that, as between the Parties hereto, this subsection shall apply notwithstanding any provision which may be contained in any form of consent to the assignment of any such Assumed Contract, which by its terms, imposes such Liabilities upon Buyer and which assignment is accepted by Buyer notwithstanding the presence of such a provision; (d) arising under product warranty or other warranty Liabilities of Seller with respect to any products, merchandise or services of the Business sold or rendered on or prior to the Closing Date; it being understood and agreed that any such claim or Liability asserted after the Closing Date arising out of any such sale or service prior to the Closing Date shall be considered to be a claim against or a Liability of Seller and therefore not assumed hereunder by Buyer; (e) with respect to Seller’s failure to take reasonable steps to safeguard the Business Systems; (f) for injury to or death of persons or damage to or destruction of property (including, without limitation, any worker’s compensation claim) with respect to acts or omissions by Seller that occur on or prior to the LIN Companies, Closing Date regardless of when said claim or any of their respective AffiliatesLiability is asserted, including, without limitation, as set forth any claim for consequential damages in connection with the foregoing; it being understood and agreed that any such claim or Liability asserted after the Closing Date, but arising from acts or omissions by Seller which occur before the Closing Date shall be considered to be a claim against or a Liability of Seller for injury to or death of persons or damages to or destruction of property and therefore not assumed hereunder by Buyer; (g) arising out of infringement for misappropriation of or other conflict with the Intellectual Property of any Person to the extent the same arise out of acts or omissions occurring on Schedule 2.04(cor prior to the Closing Date; (h) arising out of any violation by Seller of any Laws, including any Environmental Law occurring on or prior to the Closing Date; (i) in respect of any Claim of Seller or related to the Business or any Purchased Asset arising on or prior to the Closing Date (whether asserted or commenced before or after the Closing Date); (dj) any liability or obligation relating to or arising out of any of the Excluded Assets; (ek) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability Indebtedness of Seller or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or dividends payable by Seller whether incurred or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on accrued before or after the applicable Employment Commencement Closing Date; (hl) the liabilities and obligations arising or with respect relating to the operation capital stock of Seller or the Stationspartnership interests, including the owning membership interests or holding of the Station Assets, prior any shareholder or partnership operating agreements to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder)which Seller is party; (im) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability obligations of the Seller under this Agreement or any document executed Transaction Document; (n) relating to claims or items set forth on Schedule 3.8; (o) relating to any transactions between Seller and any of its Insiders whether occurring before or after the Closing Date; (p) any Taxes that are not included in the definition of Assumed Liabilities and that relate to the Purchased Assets or the Business and that arose before the Effective Date (excluding any Transfer Taxes and excluding Property Taxes to the extent specified in Assumed Liabilities); (q) relating to Liens on the Purchased Assets arising before the Effective Date, to the extent not an obligation arising on or after the Effective Date under the Assumed Contracts or that constitute Assumed Liabilities; (r) any amounts payable for fees or expenses incurred by Seller in respect to this Agreement, the agreements contemplated hereby and/or the Contemplated Transactions or otherwise in connection therewithwith Seller’s sale of the Business, including including, all amounts payable to Xxxxxx Xxxxxxxx Xxxxxxxxx Xxxxxxxxx XxxXxxxx LLP, Xxxxxx & Bird LLP, Founders Investment Bankers, LLC (“Founders”) or any of their respective Affiliates and all amounts payable in connection with any employee or consultant transaction bonuses; (s) any amounts payable to any Affiliate of Seller; and (t) without limitation by the Ancillary Agreementsspecific enumeration of the foregoing, any other obligation or Liability not expressly included in the definition of Assumed Liabilities.

Excluded Liabilities. Notwithstanding any provision anything in this Agreement to the contrary, the Buyer shall assume only the Assumed Liabilities not assume, and neither Buyer nor shall not be deemed to have assumed, any of its Affiliates shall assume any other liability or obligation of the SellerSellers not otherwise an Assumed Obligation, including without limitation the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other following unassumed liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller(collectively, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement:): (a) any liability liabilities or obligation under obligations for accounts payable or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by for Indebtedness of the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a)Sellers; (b) any liability or obligation liabilities for which the LIN Companies, the Seller or Taxes relating to any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only period prior to the extent of such benefit receivedClosing; (c) the liability related any liabilities in connection with or relating to the Indebtedness all actions, suits, claims, proceedings, demands, warranty claims, assessments and judgments, costs, losses, damages, deficiencies and expenses (whether or not arising out of the Seller, the LIN Companies, or any of their respective Affiliatesthird party claims), including, without limitation, as set forth on Schedule 2.04(c)interest, penalties, reasonable attorney and accountant fees and all amounts paid in investigation, defense or settlement of any of the foregoing, to the extent such liability arises out of injuries, actions, omissions, conditions or events that occurred or existed prior to the Closing in connection with the operation of the Business; (d) any liability arising in connection with the employment or obligation termination of employment of any persons affiliated with any Seller prior to the Closing, including any workers’ compensation claims relating to or arising out of events which transpired prior to the Closing, any of the Excluded Assets; (e) employee grievances, any liability liabilities with respect to Excluded Employees and Employees who are not Transferred Employees; Employee Benefit Plans (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for defined in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.0213), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent arising as a result of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby by this Agreement; provided, however, that the Buyer shall assume all liabilities and obligations of the Company under the Wei Contract (including any termination of employment as defined in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective TimeSection 7.4); and (ke) any liability liabilities arising out of any actual or alleged non-compliance with any Environmental Laws (as defined in Section 5.11) or for the clean-up or removal of, or for death or injury to person or property or other damages and expenses as a result of a Release (as defined in Section 5.11(a)(iii)), emission or discharge of any Hazardous Substances (as defined in Section 5.11(a)(ii)) arising out of or relating to the Seller’s operation of the Seller under this Agreement Business or any document executed in connection therewiththe Seller’s leasing, including owning or operation of real property prior to the Ancillary AgreementsClosing.

Excluded Liabilities. Notwithstanding Buyer shall not assume and shall not be liable for, and Seller and its Affiliates and their respective direct or indirect subsidiaries shall retain and remain solely liable for and obligated to discharge, all of their debts, contracts, agreements, commitments, obligations and other liabilities of any provision in this Agreement nature whatsoever, whether known or unknown, accrued or not accrued, fixed or contingent, not expressly assumed by Buyer pursuant to the contrary, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates Assumption Agreement (all such liabilities and obligations not being assumed being herein referred to as called the “"Excluded Liabilities”"), andincluding without limitation, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreementfollowing: (a) Any liability for breaches of any and every applicable contract or any other instrument, or purchase order or any liability for payments or obligation amounts due under any contract, agreement, lease, license, commitment or with respect to any Assumed Contractother instrument, Permitcontract, Governmental Order, document or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a)purchase order; (b) any Any liability or obligation for which the LIN Companies, the Seller or Taxes attributable for any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companiesperiod, or attributable to or imposed upon the Accounts for any of their respective Affiliatesperiod (or portion thereof) through the Closing, including, without limitation, as set forth on Schedule 2.04(c)any Taxes attributable to or arising from the transactions contemplated by this Agreement; (c) Any liability or obligation for or in respect of any loan, other indebtedness for money borrowed, or account payable including any such liabilities owed to Affiliates of Seller; (d) Any liability or obligation arising as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time, to the extent relating to any action or omission by or on behalf of Seller or any and all of its Affiliates and their respective direct or indirect subsidiaries, including, without limitation, any liability for violations of federal or state securities or other laws; provided that with respect to any Closing Date Representatives, or Accepted Account Agreement, Seller shall only have responsibility for any liability or obligation arising from or relating to any actions or arising out of any of failure to act on or prior to the Excluded AssetsClosing Date; (e) any Any liability with respect or obligations relating to Excluded Employees and Employees who are not Transferred Employeesa Rejected Account or Rejected Seller Representative Agreement; (f) any Tax Any liability or obligation arising out of any "employee benefit plan," as such term is defined by the Employee Retirement Income Security Act of 1974 (i"ERISA") relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05other employee benefit plans; (g) Any liability or obligation for making payments of any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent kind (including as a result of the Seller Transfer or any as a result of the termination of employment of employees, or other claims arising out of the terms and conditions of employment, or for vacation or severance pay or otherwise) to employees of Seller, its AffiliatesAffiliates and their respective direct and indirect subsidiaries, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Datein respect of payroll taxes for employees of Seller, its Affiliates and their respective direct and indirect subsidiaries; (h) the liabilities and obligations arising Any liability or obligation for making payments of any kind with respect to the operation of the StationsAccounts, including the owning whether to customers or holding of the Station Assetsother third parties, where such liability or obligation was incurred or arose prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder)Closing Date; (i) Any liabilities or obligations in respect of any Excluded Assets; and (j) Any liability or obligation of Seller incurred in connection with the making or performance of this Agreement and the transactions contemplated hereby including, but not limited to, any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior failure to the Effective Time; and (k) secure any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreementsnecessary Governmental Authorizations.

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall not assume only the Assumed Liabilities and neither Buyer nor or be obligated to pay, perform or otherwise discharge any of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies Seller or any of their respective Affiliates of whatever natureits Affiliates, whether presently in existence direct or arising hereafter. All such other liabilities and obligations shall be retained indirect, known or unknown, absolute or contingent, that are not expressly assumed by and remain obligations and liabilities of Buyer pursuant to the Seller, the LIN Companies or their respective Affiliates Assumption Agreement (all such liabilities and obligations not being assumed being herein referred to as called the “"Excluded Liabilities”"), and, notwithstanding anything to the contrary in Section 2.03without limitation, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Orderof the Seller Agreements that arises, or Real Property Lease required by the terms thereof to be discharged covers a period on or prior to the Effective Time or as set forth Closing Date, unless reflected on Schedule 2.04(a)the Closing Date Balance Sheet; (b) any liability or obligation liabilities in respect of Taxes for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset is liable pursuant to which such liability or obligation relates, but only to the extent of such benefit receivedSection 8.2; (c) the liability related to the Indebtedness any intercompany payables and other liabilities or obligations of the Seller, the LIN Companies, Seller or any of their respective its Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating costs and expenses incurred by Seller incident to or arising out its negotiation and preparation of any of this Agreement and its performance and compliance with the Excluded Assetsagreements and conditions contained herein; (e) any liability with liabilities in respect to Excluded Employees and Employees who are not Transferred Employeesof the claims or proceedings described in Section 5.18 of the Disclosure Schedule; (f) any Tax liability liabilities and obligations related to, associated with or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02)arising out of the occupancy, (ii) imposed operation, use or control of any of the Facilities or the operation of the Business on or payable prior to the Closing Date, in each case incurred or imposed by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05any Environmental Law; (g) any product liability or claims for injury to indemnifyperson or property, reimburse regardless of when made or advance amounts asserted, relating to any officerproducts that have been manufactured, membermarketed, Employee licensed, distributed or agent sold in the operation of the Business or services performed by the Business on or prior to the Closing Date, or which is imposed, or asserted to be imposed, by operation of law, in connection with any service performed or any products that have been manufactured, marketed, licensed, distributed or sold in the operation of the Business on or prior to the Closing Date; (h) any recalls on or after the Closing Date mandated by any Governmental Authority of any products that have been manufactured, marketed, licensed, distributed or sold in the operation of the Business on or prior to the Closing Date; (i) any liability, claim or obligation arising out of, or otherwise relating to, any Actions (i) pending, as of the Closing Date, against Seller (whether or not related to the Business) or any of its Affiliates, other than or (ii) instituted after Closing to the extent based upon, or arising out of, any liability to any Transferred Employee incurred fact, condition, event or circumstance which occurs or is otherwise existing on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding Closing Date, including any liability liability, claim or obligation expressly assumed relating to Actions by Buyer hereunder); (i) any liability shareholders of Seller, Governmental Authorities, lenders, underwriters, letter of credit issuers or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Timesuppliers; (j) any Actionobligations related to products that have been manufactured, including any Action relating marketed, licensed, distributed or sold in the operation of the Business on or prior to any Employeethe Closing Date that are returned by a customer on or after the Closing Date, to the extent arising from or related to not reserved for on the period prior to the Effective Time; andClosing Date Balance Sheet; (k) any liability or obligation to provide warranty or service on, or to repair or replace, any products that have been manufactured, marketed, licensed, distributed or sold in the operation of the Business on or prior to the Closing Date to the extent not reserved for on the Closing Date Balance Sheet; (l) any liability or obligation arising with respect to any claim seeking recovery for compensatory damages, consequential damages, lost revenue or income or punitive damages, regardless of the nature thereof, to the extent arising out of service performed or products that have been manufactured, marketed, licensed, distributed or sold in the operation of the Business on or prior to the Closing Date, or any other fact, condition, event or circumstance which occurs or is otherwise existing on or prior to the Closing Date; (m) any liability or obligation of Seller or any of its Affiliates under Section 8.4; (n) any obligations of Seller or any of its Affiliates to indemnify any Person in connection with the operation of the Business by reason of the fact that such Person was an officer, employee, agent or customer of Seller or any of its Affiliates or was serving at the request of Seller or any of its Affiliates as a partner, trustee, director, officer, employee or agent of another entity, whether arising under Contract, common law or otherwise; (o) except as provided in Sections 2.3 or 8.4, any liability relating to any of Seller's employee benefit plans, programs, agreements or arrangements (including any liability triggered by the transactions contemplated in this Agreement under any employment agreement entered into between Seller and any Employee); and (p) any liability for infringement of Patents, Trademarks, Copyrights or Domain Names of any third party, including Software, or any document executed misappropriation or disclosure of any Trade Secrets or confidential information relating to products sold in connection therewith, including the Ancillary Agreementsoperation of the Business on or prior to the Closing Date.

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a); (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or arising out of any of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except Except as expressly provided in Section 9.02)2.3, the Buyer shall not assume and shall not be responsible for or (iii) otherwise be liable for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent Liability whatsoever of the Seller or any of its Affiliates, other than whether or not arising from or related to the Business or the Assets (the “Excluded Liabilities”), and the Seller (or its Affiliate) shall pay, perform and discharge, as and when due, each such Excluded Liability, which include the following: (a) any and all Liabilities related to the Seller’s operation of the Business prior to the Closing Date, including Liabilities (including express or implied warranty obligations and product liability claims) arising out of or related to any Transferred Employee incurred products or goods manufactured, distributed, leased, licensed, sold or services performed in connection with the Business prior to the Closing Date, whether or not such Liabilities relate to products that are defective or improperly designed, manufactured, packaged or labeled, and whether predicated on negligence, gross negligence, other tortious conduct, strict liability, breach of warranty or Contract or any other legal theory; (b) any and all Liabilities related to any recall, design defect or similar claims of any products manufactured or sold or any service performed by the Seller; (c) any and all Liabilities arising from or related to any failure to perform, improper performance, warranty or other breach, default or violation of any Assumed Contract by the Seller on or after prior to the applicable Employment Commencement Closing Date; and any and all Liabilities under any Contract to which the Seller is a party that is not an Assumed Contract; (d) any and all Liabilities of the Seller with respect to any Action; (e) any and all Liabilities related to any actual or alleged violation of any Law by the Seller; (f) any and all Liabilities of the Seller for any Indebtedness; or any extraordinary, contingent or off-balance sheet Liabilities; or any trade accounts payable of the Seller; (g) any and all Liabilities relating to employees, independent contractors, including the oral independent contractor arrangements set forth in Part 3.1(k)(i)(G)(2) and (3) of the Disclosure Schedule, or other service providers of the Seller for all periods ending on or prior to the Closing Date or thereafter with respect to such individual’s relationship with the Seller, including workers’ compensation and unemployment claims, disability and occupational diseases or any insurance or insurance premiums relating thereto, in each case without regard to whether such injuries, claims, conditions, events and occurrences are known or otherwise manifest on or prior to the Closing Date, and, any bonuses, vacation pay, personal leave, or severance, retention or other compensation obligations of the Seller, except for PTO obligations included in the Assumed Liabilities; all COBRA Obligations; and all Liabilities under the WARN Act that result from the transactions contemplated by this Agreement; (h) the liabilities any and obligations all Liabilities arising under or in connection with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder)Company Plan; (i) (i) any liability and all Liabilities arising from any generation, storage, use, Release, treatment, transportation, disposal or obligation arranging for storage, treatment, transportation or disposal of any severanceHazardous Materials by or on behalf of the Seller or any Affiliate of the Seller or anyone under the control or at the request of the Seller or any Affiliate of the Seller, retentionincluding any and all Liabilities arising from any Hazardous Materials brought onto any Leased Facility by or on behalf of the Seller or any Affiliate of the Seller or anyone under the control or at the request of the Seller or any Affiliate of the Seller or any contamination or injury to person, performance property or stay bonus the environment resulting therefrom, (ii) any and all Liabilities arising from or relating to any and all Hazardous Materials generated by or on behalf of the Seller, (iii) any and all Liabilities arising from or relating to any environmental condition occurring on or prior to the Closing Date at any Leased Facility or any other compensation payable real property owned, leased, used or operated in connection with the consummation of Business whether discovered before, on or after the transactions contemplated hereby Closing Date, (including iv) any termination of employment in connection therewith) and all Liabilities arising from, relating to or otherwise due and payable associated with any real property, site or facility listed or proposed on or prior to the Effective TimeClosing Date for listing on the National Priorities List established pursuant to Environmental Laws or any list established by any other Governmental Entity of sites requiring investigation, response or remediation, or (v) any and all Liabilities relating to any investigation, removal, remediation, restoration, abatement, monitoring and/or reporting relating to any of the matters described in clauses (i) through (iv) of this Section 2.4(i); (j) any Action, including any Action relating to any Employee, and all Liabilities of the Seller to the extent arising from Shareholders, their family members, or related to the period prior to the Effective Time; andtheir Affiliates; (k) any liability and all Liabilities of the Seller for or relating to any Taxes, including any tax imposed on the Seller under Section 1374 of the Code; but excluding any Taxes which are properly assessed against Buyer for its operation of the Business after Closing; (l) any and all Liabilities resulting from the failure of the Seller to comply with any provisions of “bulk sales,” “bulk transfer” or similar Laws of any jurisdiction in connection with the transactions contemplated hereunder; (m) any and all Liabilities arising out of any business activity of the Seller other than the Business; (n) any and Liabilities arising out of the acquisition by the Seller of another business or a material amount of stock or assets of any other Person (whether by merger, sale of stock, sale of assets or otherwise), including contingent purchase price payments, royalties, indemnification obligations and any other Liabilities to the seller(s) of such businesses; (o) any and all Liabilities under or arising by reason of this Agreement and the other Transaction Documents, or any document executed incurred in connection therewithwith the transactions contemplated by this Agreement, including legal and accounting fees and expenses; (p) any and all Liabilities relating to the Ancillary Agreementsacquisition, ownership, operation, use or disposal of any Excluded Assets; and (q) any and all other Liabilities of the Seller that do not constitute Assumed Liabilities expressly being assumed by the Buyer under Section 2.3.

Excluded Liabilities. Notwithstanding any provision anything to the contrary contained in this Agreement to Agreement, Purchaser shall not assume or be liable for any of the contrary, Buyer shall assume only liabilities or obligations of Seller other than the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of (the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “"Excluded Liabilities”"), and, notwithstanding anything to the contrary in Section 2.03for purposes of illustration, none all of the following liabilities or obligations shall be Assumed Liabilities "Excluded Liabilities" for the purposes of this Agreement: (a) any liability liabilities or obligation obligations of Seller under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a)this Agreement; (b) any liability liabilities or obligation obligations of Seller for which the LIN Companies, the Seller expenses or any of their respective Affiliates has already received fees incident to or will receive the partial or full benefit arising out of the Station Asset to which such liability negotiation, preparation, approval or obligation relates, but only to authorization of this Agreement or the extent of such benefit received; (c) the liability related to the Indebtedness consummation of the Seller, the LIN Companies, or any of their respective Affiliatestransactions contemplated hereby, including, without limitation, as set forth all attorneys' and accountants' fees; (c) any liabilities or obligations of Seller for indebtedness for borrowed money, indebtedness secured by liens on Schedule 2.04(c)its assets or guarantees of any of the foregoing; (d) any liability obligations or obligation relating liabilities which relate to or arising arise out of any of the Excluded AssetsSeller's (including any ERISA affiliate) Benefit Plans (as defined in Section 3.13); (e) any liability liabilities or obligations of Seller with respect to Excluded Employees any amount of federal, state or local taxes, including interest, penalties and Employees who additions to such taxes, which (i) are not Transferred Employeesimposed on or measured by any of Seller's income or gross receipts for any period or (ii) arise out of or in connection with the performance or consummation of the transactions contemplated by this Agreement; (f) any Tax liability liabilities or obligation (i) relating obligations of Seller by reason of any violation or alleged violation of any federal, state, local or foreign law or any requirement of any governmental authority or by reason of any breach or alleged breach of any Contract, judgment, order or decree which are attributable either to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed events on or payable by prior to the date hereof, regardless of when such violation or with respect to Seller (except as expressly provided in Section 9.02), breach is asserted or (iii) for which Seller is otherwise liable pursuant to Section 9.05claimed; (g) any liability liabilities or obligations of Seller to indemnifySeller's present or former employees or anyone employed by Seller on or prior to the date hereof, reimburse or advance amounts any labor organization representing any of them, and which are attributable either to events on or prior to the date hereof or to any officeracts or omissions of Seller prior to, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Datedate hereof, including without limitation severance pay; (h) any liabilities or obligations of Seller relating to claims for personal injury or damage to property based upon or arising out of the liabilities sale and obligations arising distribution of products, the provision of services or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed vehicle by Buyer hereunder);Seller; and (i) any liability for pre-existing environmental conditions on or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior relating to the Effective Time; Facility, the Business and the Excluded Business that are attributable to events occurring on or before the date hereof (j) any Actionincluding, including any Action relating to any Employeewithout limitation, to the extent arising from or related to Real Property Interest and the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed environmental conditions disclosed in connection therewith, including the Ancillary AgreementsSchedule 3.15).

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume only Other than the Assumed Liabilities (as defined in Section 2.02), Seller shall retain, and neither remain wholly responsible and liable for, and Buyer nor any shall not assume by virtue of its Affiliates this Agreement, and shall assume any other have no liability or obligation for, any Liability of the Seller, the LIN Companies Seller or any Affiliate of their respective Affiliates of whatever natureSeller (collectively, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), andincluding, notwithstanding anything to the contrary in Section 2.03without limitation, none any of the following shall be Assumed Liabilities for the purposes of this Agreementfollowing: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a)Excluded Taxes; (b) any liability all Liabilities arising out of or obligation for which relating to the LIN Companies, operation of the Business or the ownership of the Purchased Assets by the Seller or any of their respective Affiliates has already received or will receive prior to the partial or full benefit Closing, other than the Liabilities of the Station Asset Seller expressly assumed by the Buyer pursuant to which such liability or obligation relates, but only to the extent Section 2.02 of such benefit receivedthis Agreement; (c) the liability related to the all Indebtedness of the Seller, other than the LIN Companies, or any Indebtedness expressly assumed by the Buyer pursuant to Section 2.02 of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)this Agreement; (d) any liability or obligation relating to or all Liabilities arising out of any of or relating to the Excluded Assets; (e) Liabilities or any liability with respect other obligations of Seller arising under or relating to Excluded Employees and Employees who are not Transferred Employeesany Assigned Contract to the extent such liabilities or obligations arise prior to the Closing Date or arise from any breach or default by Seller (or any of its Affiliates) under any Assigned Contract that occurs prior to the Closing Date or that arises out of or relates to events or circumstances that occur or exist prior to the Closing Date; (f) Liabilities or any Tax liability or obligation other obligations of Seller with respect to (i) any employee plan maintained, sponsored, contributed to or participated in by Seller or any Affiliate of Seller for the benefit of or relating to Pre-Closing Tax Periods any current or former employee of the Business (except as expressly provided for in Section 9.02), “Seller Employee Plan”) and the amendment to or the termination of any Seller Employee Plan or (ii) imposed on any person at any time employed by, or payable who was a consultant to, Seller or any Affiliate of Seller (including, without limitation, any such person who fails to accept an offer of employment by Buyer or any of its Affiliates), and any such person’s spouse, children, other dependents or beneficiaries, with respect to any such person’s employment or termination of employment by Seller (except as expressly or any Affiliate of Seller including, without limitation, claims arising under health, medical, dental, disability or other benefit plan for products, supplies or services provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant rendered prior to Section 9.05the Closing Date; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller Liabilities or any other obligations of its AffiliatesSeller, other than any liability based in whole or in part on violations of Law or environmental conditions occurring or existing prior to any Transferred Employee incurred on or after the applicable Employment Commencement Closing Date; (h) all Actions or threatened Actions against the liabilities and obligations Seller arising out of or with respect related to the operation of the Stations, including the owning or holding of the Station Assets, Business prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder)Closing, other than the Actions set forth in Section 2.02 of the Disclosure Schedules; (i) any liability or obligation for any severance, retention, costs and expenses incurred by Seller incident to the negotiation and preparation of this Agreement and its performance or stay bonus or any other compensation payable in connection and compliance with the consummation of the transactions contemplated hereby (including any termination of employment agreements and conditions contained herein, except as otherwise specified in connection therewith) or otherwise due and payable prior to the Effective Timethis Agreement; (j) Liabilities of Seller to pay fees or commissions to any Actionbroker, finder or agent with respect to the transactions contemplated by this Agreement, except as otherwise specified in this Agreement (together with the costs and expenses described in Section 2.03(i), the “Transaction Expenses”); (k) Liabilities for any and all severance or other termination-related costs with respect to employees who are not hired by Buyer; (l) Liabilities that any Person seeks to impose upon Buyer or its Affiliates by virtue of any theory of successor liability, including any Action such Liabilities relating to any Employee, to the extent arising from or related to the period prior to the Effective Timelabor and employment matters; and (km) all Liabilities of Seller and its Affiliates arising out of or related to any liability of insurance policy claims made prior to the Seller under this Agreement or any document executed in connection therewith, including the Ancillary AgreementsClosing.

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall not assume only the Assumed Liabilities and neither Buyer nor or be obligated to pay, perform or otherwise discharge any of its Affiliates shall assume any other liability or obligation of the either Seller, direct or indirect, known or unknown, absolute or contingent, not expressly assumed by Buyer pursuant to the LIN Companies or any Instrument of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates Assumption (all such liabilities and obligations not being assumed being herein referred to as called the “Excluded Liabilities”), ) and, notwithstanding anything to the contrary in Section 2.032.3, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) any liability or obligation under or with liabilities in respect of Taxes for which either Seller is liable pursuant to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a)Section 7.2; (b) except as provided in Section 2.3(a)(ii), any liability payables and other liabilities or obligation for which the LIN Companies, the obligations of either Seller to any of its employees or Affiliates or any of their respective Affiliates has already received member or will receive the partial other or full benefit former employee or member or either Seller, including any accrued bonuses or commissions as of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedClosing; (c) any costs and expenses incurred by either Seller incident to its negotiation and preparation of this Agreement and its performance and compliance with the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)agreements and conditions contained herein; (d) any liability liabilities or obligation relating to or arising out obligations in respect of any of the Excluded Assets; (e) any liability with liabilities in respect to Excluded Employees and Employees who are not Transferred Employees;of the lawsuits, claims, suits, proceedings or investigations set forth in Schedule 5.22; or (f) any Tax liability liabilities and obligations related to, associated with or obligation arising from (i) relating the occupancy, operation, use or control of any of the Business Property prior to Pre-the Closing Tax Periods (except as expressly provided for in Section 9.02), Date or (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, Business prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); Closing Date, in each case described in clauses (i) and (ii) incurred or imposed by any liability Requirements of Laws, including liabilities and obligations related to, or obligation for arising from, any severanceRelease of any Contaminant on, retentionat or from the Business Property, performance including all facilities, improvements, structures and equipment thereon, surface water thereon or stay bonus adjacent thereto and soil or groundwater thereunder, or any other compensation payable conditions whatsoever on, under or in connection with the consummation vicinity of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreementssuch real property.

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume only the Assumed and shall not be responsible to pay, perform or discharge any Liabilities and neither Buyer nor of Seller or any of its Affiliates shall assume of any kind or nature whatsoever other liability or obligation of than the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates Assumed Liabilities (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to . Without limiting the contrary in Section 2.03, none generality of the following foregoing, the Excluded Liabilities shall include, but not be Assumed Liabilities for limited to, the purposes of this Agreementfollowing: (a) any liability Liabilities of Seller arising or obligation under or incurred in connection with respect to any Assumed Contractthe negotiation, Permitpreparation, Governmental Orderinvestigation and performance of this Agreement, or Real Property Lease required by the terms thereof to be discharged prior to Ancillary Documents and the Effective Time or as set forth on Schedule 2.04(a)transactions contemplated hereby and thereby, including fees and expenses of counsel, accountants, consultants, advisers and others; (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedIndemnified Taxes; (c) any Liabilities in respect of any pending or threatened Action arising out of, relating to or otherwise in respect of the liability related operation of the Business or the Purchased Assets to the Indebtedness of extent such Action relates to such operation on or prior to the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c);Closing Date (d) any liability product Liability or obligation similar claim for injury to a Person or property which arises out of or is based upon any express or implied representation, warranty, agreement or guaranty made by Seller, or by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by Seller on or prior to the Closing Date; (e) any recall, design defect or similar claims of any products manufactured or sold or any service performed by Seller on or prior to the Closing Date; (f) any Liabilities relating to or arising out of any of the Excluded Assets; (eg) any liability Liabilities of Seller arising under or in connection with respect any Benefit Plan providing benefits to Excluded Employees and Employees who are not Transferred Employeesany present or former employee of Seller; (fh) any Tax liability Liabilities arising prior to Closing of Seller for any present or obligation former employees, officers, directors, retirees, independent contractors or consultants of Seller, including accrued payroll, paid time off, bonuses, success fees, change of control payments, severance payments, retention payments, deferred compensation, vacation, sick leave, workers’ compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, phantom stock or other equity related compensation arrangements, health or wellness benefits, in each case, regardless of whether such individuals become an employee of Buyer at or following the Closing; (i) any Liabilities arising prior to Closing of Seller under any employment, severance, retention, change of control or termination agreement, or any penalties or damages or late-, under- or non-payment of wages or other compensation, with or relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02)any employee or former employee of Seller, (ii) imposed on regardless of whether such individuals become an employee of Buyer at or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05following the Closing; (gj) any liability Environmental Claims, or Liabilities under Environmental Laws, to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing; (k) all accounts payable of Seller existing as of the Closing; (l) any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, memberdirector, Employee employee or agent of Seller (including with respect to any breach of fiduciary obligations by same), except for indemnification of same pursuant to Section 8.03 as Seller Indemnitees; (m) any Liabilities under the Seller Excluded Contracts or any other Contracts, including Intellectual Property Agreements, (i) which are not validly and effectively assigned to Buyer pursuant to this Agreement; or (ii) to the extent such Liabilities arise out of its Affiliates, other than or relate to a breach by Seller of such Contracts prior to Closing; (n) any liability to any Transferred Employee incurred Liabilities arising out of events occurring on or after prior to the applicable Employment Commencement Closing Date, including those arising from Seller’s conduct of the Business or Seller’s use, operation or ownership of the Purchased Assets on or prior to the Closing Date; (ho) the liabilities and obligations any Liabilities of Seller to Seller’s members, including any Liability or Action arising from or with respect relating to the operation any allocation or distribution of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder)Purchase Price; (ip) any liability Liabilities associated with debt, loans or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with credit facilities of Seller and/or the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior Business owing to the Effective Timefinancial institutions; (jq) any Action, including any Action relating to any Employee, to other Liabilities of Seller based upon Seller’s acts or omissions occurring after the extent arising from or related to the period prior to the Effective TimeClosing; and (kr) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary AgreementsLiabilities that are not Assumed Liabilities.

Excluded Liabilities. (a) Notwithstanding any provision in this Agreement anything to the contrarycontrary herein, Buyer shall assume only the Assumed Liabilities and neither Buyer Purchaser nor any of its Affiliates shall assume any other liability or obligation Liabilities of the Seller, the LIN Companies Seller Parties or any of their respective Affiliates of whatever nature, (whether presently in existence or arising hereafter. All not related to the Product Business) other than the Assumed Liabilities (such other liabilities and obligations shall be retained by and remain obligations and liabilities Liabilities of the SellerSeller Parties or any of their Affiliates other than the Assumed Liabilities, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to and the contrary in Section 2.03, none Excluded Liabilities shall remain the sole obligation and responsibility of the following shall be Assumed Liabilities for Seller Parties and their Affiliates. (b) For the purposes of this Agreementclarity (and notwithstanding Section 2.2.1), neither Purchaser nor any Affiliate of Purchaser shall assume (and the Excluded Liabilities shall include, but not be limited to) the following Liabilities of Seller or any of its Affiliates: (ai) Liabilities for: (1) Taxes of the Seller Parties or any liability of their Affiliates, whether arising prior to or obligation under or after the Closing Date; (2) Taxes with respect to the Product Business or the Purchased Assets for any Assumed ContractPre-Closing Tax Period; (3) Taxes with respect to the Product Business outside the Territory at any time; and (4) fifty percent (50%) of any Transfer Taxes. provided, Permitthat, Governmental Orderin each case of Sections 2.2.2(b)(i)(1) and 2.2.2(b)(i)(2), responsibility for Apportioned Obligations shall be determined in accordance with Section 6.10.1; and provided, further, for the avoidance of doubt, subject to Section 2.2.2(b)(i)(3), Section 2.2.2(b)(i)(1) shall not include any Liability for or relating to Taxes with respect to the Product Business or the Purchased Assets for any Post-Closing Tax Period (except to the extent such Liability results from a breach of representations or warranties made by Seller and subject to indemnification by Seller pursuant to Section 8.3.1, in which case such Liability shall remain subject to indemnification pursuant to the provisions of ARTICLE 8); (ii) any Liabilities of the Seller Parties or any of their Affiliates relating to accounts payable, indebtedness, legal services, accounting services, financial advisory services, investment banking services or other professional services performed in connection with the sale of the Purchased Assets; (iii) any Liabilities of the Seller Parties or any of their Affiliates that relate to, or Real Property Lease required by that arise out of, the terms thereof to be discharged prior to employment or the Effective Time termination of the employment with the Seller Parties or any of their Affiliates of any employee or former employee of the Seller Parties or any of their Affiliates (including as set forth on Schedule 2.04(aa result of the Transactions); (biv) any liability Liabilities (x) under or obligation for which the LIN Companies, relating to Environmental Laws; or (y) relating to any actual or alleged violation by the Seller Parties or any of their Affiliates of any other Law, in each case regardless of whether arising prior to or after the Closing Date; (v) any Liabilities (i) for claims arising under product liability or product warranty for any Seller Product manufactured or sold by or for the Seller Parties, their Affiliates or their respective Affiliates has already received predecessors, licensees, distributors or will receive other collaborators prior to the partial or full benefit Closing Date or, after the Closing Date, outside of the Station Asset to which such liability Territory, or obligation relates, but only (ii) to the extent relating to the manufacture, use, sale, marketing, promotion or distribution of such benefit receivedany Seller Product or the ownership or use of the Purchased Assets, in each case prior to the Closing Date or, after the Closing Date, outside of the Territory; (cvi) the liability related any Liabilities to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or extent arising out of any of from the Excluded Assets; (evii) subject only to the provisions of the Transition Services Agreement, any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability Liabilities arising out of or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided any return of Seller Products, including all Liabilities for in Section 9.02), (ii) imposed on any credits or payable by or rebates with respect to Seller (except as expressly provided Products, in Section 9.02)all cases only to the extent that they relate to Seller Products sold on or prior to the Closing Date or, after the Closing Date, outside the Territory, by or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent on behalf of the Seller Parties or their Affiliates; or (viii) any Liabilities of the Seller Parties or any of its Affiliatestheir Affiliates (x) arising out of any actual or alleged breach by Seller Parties, other than or nonperformance by the Seller Parties or any liability of their Affiliates under, any Purchased Contract prior to the Closing; or (y) accruing under any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or Purchased Contract with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary AgreementsClosing.

Excluded Liabilities. Notwithstanding any provision Anything in this Agreement to the contrarycontrary notwithstanding, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume assume, succeed to, be liable for, be subject to, be obligated for or become responsible for, nor shall the Assets be subject to, any other Liability, including any Liability based on successor liability theories, of, or obligation action against, any of the Seller, the LIN Companies Sellers or any of their respective Affiliates of whatever nature(including any Insiders) that is not an Assumed Liability (collectively, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to . For the contrary in Section 2.03, none avoidance of doubt and without limiting the generality or effect of the following foregoing, neither Buyer nor any of its Affiliates shall be Assumed Liabilities for assume, pursuant to this Agreement or otherwise, any of the purposes of this Agreementfollowing: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a)all Indebtedness of Sellers; (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only Liability to the extent arising out of such benefit receivedor related to the breach, performance or non-performance by Sellers prior to the Closing (in each case, regardless of when any claims arising therefrom or relating thereto mature or are asserted) of any Assigned Contract or Assigned Permit; (c) the liability related to the Indebtedness any Liability in respect of the Seller, the LIN Companies, pending or any of their respective Affiliates, including, without limitation, as threatened Proceedings set forth on (or that should have been set forth) in Schedule 2.04(c)4.6 (Litigation) and the facts and circumstances relating to such matters; (d) any liability or obligation Liability with respect to any Property Tax allocated to Sellers pursuant to Section 11.2(a), any Transfer Taxes, any income and franchise Tax of Sellers and any Taxes relating to or arising out of any of the Excluded Assets; (e) any liability all Liabilities arising out of, relating to or with respect to Excluded Employees and Employees who are not Transferred Employeesthe employment or performance of services for, or termination of employment or services for, or potential employment or engagement for the performance of services for, Sellers, or any of its Affiliates, or any predecessor thereof, of any employee, including an Employee, for periods on or prior to Closing; (f) any Tax liability or obligation (i) all Liabilities under, relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant any Employee Benefit Plan and any Controlled Group Liability with respect to Section 9.05Sellers and their ERISA Affiliates; (g) any liability to indemnify, reimburse or advance amounts to Liability in respect of any officer, member, Employee or agent cost that is the responsibility of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement DateSellers under this Agreement; (h) the liabilities all Liabilities, including Cure Amounts, arising out of, under or in connection with Contracts that are not Assigned Contracts and obligations arising or Permits that are not Assigned Permits and, with respect to the operation Assigned Contracts and Assigned Permits, Liabilities in respect of the Stations, including the owning (i) a breach by or holding default by Sellers (or event that with notice or lapse of the Station Assets, time would constitute a breach or default) accruing under such Contracts with respect to any period prior to the Effective Time Closing, or (excluding ii) any liability or obligation expressly assumed violation of Law by Buyer hereunder)Sellers; (i) any liability or obligation all Liabilities for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time;Cure Amounts; and (j) any Action, including any Action Liability to the extent relating to any EmployeeExcluded Asset or other asset that is not an Asset and the ownership, to the extent arising from or related to the period prior to the Effective Time; and (k) operation and conduct of any liability of the Seller under this Agreement or any document executed business in connection therewith, including the Ancillary Agreementstherewith or therefrom.

Excluded Liabilities. Notwithstanding the provisions of Section 2.3 or any other provision in this Agreement to the contrary, Buyer shall not assume only the Assumed and shall not be responsible to pay, perform or discharge any Liabilities and neither Buyer nor of Seller or any of its Affiliates of any kind or nature whatsoever, and Seller shall, and shall assume any other liability or obligation cause each of the Sellerits Affiliates to, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities pay and obligations shall be retained by satisfy when due and remain obligations liable for any and liabilities of all Liabilities that encumber the SellerBusiness or the Purchased Assets, in each case other than the LIN Companies or their respective Affiliates Assumed Liabilities (all such liabilities and obligations not being assumed being herein referred to as collectively, the “Excluded Liabilities”), andincluding, notwithstanding anything to without limitation, the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreementfollowing: (a) any liability Liabilities of Seller arising or obligation under or incurred in connection with respect to any Assumed Contractthe negotiation, Permitpreparation, Governmental Orderinvestigation and performance of this Agreement, or Real Property Lease required by the terms thereof to be discharged prior to applicable Ancillary Documents and the Effective Time or as set forth on Schedule 2.04(a)Contemplated Transactions, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others; (b) any Liability for (i) Taxes of Seller (or the Members or any Affiliate of Seller or the Members) or relating to the Business, the Purchased Assets or the Assumed Liabilities for the Pre-Closing Period; (ii) Taxes that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of Seller pursuant to Sections 10.1(a) or 10.1(b); or (iii) other Taxes of Seller (or the Members or Affiliate of Seller or the Members) of any kind or description (including any Liability for Taxes of Seller (or the Members or Affiliate of Seller or the Members) that becomes a Liability of Buyer under any common law doctrine of de facto merger or transferee or successor liability or obligation for which the LIN Companies, the Seller otherwise by operation of contract or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedLaw); (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)all Accounts Payable; (d) any liability or obligation Liabilities relating to or arising out of or incurred in connection with, any of the Excluded Assets; (e) any liability with Liabilities in respect of any pending or threatened Action arising out of, relating to Excluded Employees and Employees who are not Transferred Employeesor otherwise in respect of the operation of the Business or the Purchased Assets to the extent such Action relates to such operation on or prior to the Closing; (f) any Tax liability Liabilities of the Members or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05any Affiliate of the Members; (g) any liability Environmental Claims, or Liabilities under Environmental Laws, arising out of or relating to any past or present Events existing on or prior to the Closing; (h) any Liabilities of the Business relating or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders that (i) do not constitute part of the Purchased Assets issued by the Business’ customers to Seller on or before the Closing, (ii) did not arise in the ordinary course of business or (iii) are not validly and effectively assigned to Buyer pursuant to this Agreement; (i) any Liabilities to indemnify, reimburse or advance amounts to any officer, member, Employee present or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; former Personnel (h) the liabilities and obligations arising or including with respect to the operation any breach of the Stationsfiduciary obligations by same), including the owning or holding except for indemnification of the Station Assets, prior same pursuant to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunderSection 8.2(a); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any ActionLiabilities under any Contracts, including any Action relating Intellectual Property Licenses, (i) which are not validly and effectively assigned to any EmployeeBuyer pursuant to this Agreement, (ii) which do not conform to the representations and warranties with respect thereto contained in this Agreement or (iii) to the extent arising from such Liabilities arise out of or related relate to the period operation of the Business prior to the Effective Time; andClosing or a breach by Seller of such Contracts prior to Closing; (k) any liability Liabilities associated with Indebtedness outstanding as of immediately prior to the Closing; (l) any Liabilities arising out of, in respect of or in connection with the failure by Seller under this Agreement or any document executed in connection therewith, including of its Affiliates to comply with any Law or Order; and (m) any Liabilities of Seller or the Ancillary AgreementsMembers based upon Seller’s or the Members’ acts or omissions occurring after the date hereof.

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer shall assume is assuming only the Assumed Liabilities and neither Buyer nor is not assuming any other Liability of Seller or any Affiliate of Seller (or any predecessor owner of all or part of its Affiliates shall assume any other liability business and assets) or obligation of the Seller, the LIN Companies or any of their respective Affiliates Business of whatever nature, nature whether presently in existence or arising or asserted hereafter. All , including but not limited to, any debt owed by Seller to any party and all such other liabilities and obligations Liabilities of Seller shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies Seller or their respective its Affiliates (all such liabilities and obligations Liabilities of Seller not being assumed being herein are referred to as the “Excluded Liabilities”), and, notwithstanding anything to . Without limiting the contrary in Section 2.03, none generality of the foregoing, the following Liabilities of Seller shall be Assumed Excluded Liabilities for the purposes purpose of this Agreement, all Liabilities of Seller: (a) relating to or arising under or in connection with any liability Plan, any “employee benefit plan” (as each is defined herein), or obligation any other benefit plan, program or arrangement of any kind at any time maintained, sponsored or contributed or required to be contributed to by Seller or any Person that is or has ever been under common control, or that is or has ever been treated as a single employer, with Seller under the Code (“ERISA Affiliate”) or with respect to which Seller or any Assumed ContractERISA Affiliate has any Liability, Permitincluding but not limited to, Governmental Orderany accrued obligations owed or owing to any Person, or Real Property Lease required by including but not limited to, the terms thereof to be discharged prior to the Effective Time or as set forth employee benefits listed on Schedule 2.04(a2.5(a); (b) any liability pertaining to the pre-Closing Date employment or obligation for which the LIN Companiesservice with, the or termination from employment or service from, Seller or any ERISA Affiliate, of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedany individual; (c) relating to any claims (whether asserted before or after the liability related Closing Date) for any breach of a representation, warranty or covenant, or for any claim for indemnification, contained in any Assumed Contract agreed to be performed pursuant to this Agreement by Buyer, to the Indebtedness extent that such breach or claim arises out of or by virtue of Seller’s performance or nonperformance thereunder prior to the Closing Date, it being understood that, as between the Parties hereto, this subsection shall apply notwithstanding any provision which may be contained in any form of consent to the assignment of any such Assumed Contract, which by its terms, imposes such Liabilities upon Buyer and which assignment is accepted by Buyer notwithstanding the presence of such a provision; (d) arising under product warranty or other warranty Liabilities of Seller with respect to any products, merchandise or services of the Business sold or rendered on or prior to the Closing Date; it being understood and agreed that any such claim or Liability asserted after the Closing Date arising out of any such sale or service prior to the Closing Date shall be considered to be a claim against or a Liability of Seller and therefore not assumed hereunder by Buyer; (e) with respect to Seller’s failure to take reasonable steps to safeguard the Business Systems; (f) for injury to or death of persons or damage to or destruction of property (including, without limitation, any worker’s compensation claim) with respect to acts or omissions by Seller that occur on or prior to the LIN Companies, Closing Date regardless of when said claim or any of their respective AffiliatesLiability is asserted, including, without limitation, as set forth any claim for consequential damages in connection with the foregoing; it being understood and agreed that any such claim or Liability asserted after the Closing Date, but arising from acts or omissions by Seller which occur before the Closing Date shall be considered to be a claim against or a Liability of Seller for injury to or death of persons or damages to or destruction of property and therefore not assumed hereunder by Buyer; (g) arising out of infringement for misappropriation of or other conflict with the Intellectual Property of any Person to the extent the same arise out of acts or omissions occurring on Schedule 2.04(cor prior to the Closing Date; (h) arising out of any violation by Seller of any Laws, including any Environmental Law occurring on or prior to the Closing Date; (i) in respect of any Claim related to the Business or any Purchased Asset arising prior to the Closing Date (whether asserted or commenced before or after the Closing Date); (dj) any liability or obligation relating to or arising out of any of the Excluded Assets; (ek) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability Indebtedness of Seller or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or dividends payable by Seller whether incurred or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on accrued before or after the applicable Employment Commencement Closing Date; (hl) the liabilities and obligations arising or with respect relating to the operation capital stock of Seller or the Stationspartnership interests, including the owning membership interests or holding of the Station Assets, prior any shareholder or partnership operating agreements to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder)which Seller is party; (im) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability obligations of the Seller under this Agreement or any document executed Transaction Document; (n) relating to claims or items set forth on Schedule 3.8; (o) relating to any transactions between Seller and any of its Insiders whether occurring before or after the Effective Date; (p) any Taxes that are not included in the definition of Assumed Liabilities and that relate to the Purchased Assets or the Business and that arose before the Effective Date (excluding any Transfer Taxes and excluding Property Taxes to the extent specified in Assumed Liabilities); (q) relating to Liens on the Purchased Assets arising before the Effective Date, to the extent not an obligation arising on or after the Effective Date under the Assumed Contracts or that do not constitute Assumed Liabilities; (r) any amounts payable for fees or expenses incurred by Seller in respect to this Agreement, the agreements contemplated hereby and/or the Contemplated Transactions or otherwise in connection therewithwith Seller’s sale of the Business, including including, all amounts payable to Xxxxxxxxxxxx & Ingersoll, P.L.C., to Xxxxxxxxx Xxxxxx & Co., PC or any of their respective Affiliates and all amounts payable in connection with any employee or consultant transaction bonuses; (s) any amounts payable to any Affiliate of Seller; and (t) without limitation by the Ancillary Agreementsspecific enumeration of the foregoing, any other obligation or Liability of Seller not expressly included in the definition of Assumed Liabilities.

Excluded Liabilities. Notwithstanding any provision in this Agreement Except as expressly assumed pursuant to the contrarySection 1.3, Buyer is not assuming and shall assume only the Assumed Liabilities and neither Buyer nor not have any of its Affiliates shall assume any other liability or obligation whatsoever for any Liabilities of the Seller, the LIN Companies Parent or any of their respective predecessors or Affiliates whatsoever, whether or not arising out of the ownership or operation of the Business or the Acquired Assets, all of which will be retained and satisfied when due by the Seller (the “Excluded Liabilities”). Without limiting the generality of the foregoing, Buyer shall not assume or be deemed to assume any of the following Liabilities, all of which shall constitute Excluded Liabilities: (a) Liabilities arising under or relating to any written or oral Contract to which the Seller or the Parent is a party or by which the Seller, the Parent or any of their respective assets or properties is otherwise subject or bound, other than Liabilities arising under the Assigned Contracts to the extent provided in Section 1.3(a), including those Contracts set forth on Schedule 1.4(a) attached hereto; (b) Liabilities of the Seller, the Parent or any of their respective predecessors or Affiliates in respect of any Indebtedness; (c) Liabilities of the Seller, the Parent or any of their respective Affiliates in respect of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities any Transaction Expenses; (d) Liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a); (b) any liability or obligation for which the LIN Companies, the Seller Parent or any of their respective predecessors or Affiliates has already received to any Affiliate or will receive the partial current or full benefit former stockholder, convertible debt holder or option or warrant holder (or any of the Station Asset to which such liability their successors, assigns, heirs or obligation relates, but only to the extent of such benefit received; (clegal representatives) the liability related to the Indebtedness of the Seller, the LIN Companies, Parent or any of their respective predecessors or Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or arising out of any of the Excluded Assets; (e) Liabilities of the Seller, the Parent or any liability with of their respective predecessors or Affiliates for or in respect of Taxes, and, except to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly the extent provided in Section 9.02)1.9, any Taxes resulting from or (iii) for which Seller is otherwise liable pursuant relating to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination Taxes that may become due as a result of employment in connection therewithany bulk sales or similar tax that may be assessed against the Seller, the Parent or any of their respective Affiliates following the Closing); (f) Liabilities of the Seller, the Parent or otherwise due any of their respective predecessors or Affiliates to any present or former director, officer, employee, consultant or independent contractor of the Seller, the Parent or any of their respective predecessors or Affiliates, including Liabilities arising under any federal, state, local or foreign Laws, Approvals or Orders and including any Liability for transaction or retention bonuses payable prior by the Seller or the Parent to any such person; (g) Liabilities of the Seller, the Parent or any of their respective predecessors or Affiliates for any Actions against the Seller, the Parent or any of their respective predecessors or Affiliates, including any Actions pending or threatened against the Seller, the Parent, or any of their respective predecessors or Affiliates as of the Closing Date; (h) Liabilities of the Seller, the Parent or any of their respective predecessors or Affiliates arising out of or resulting from any violation of or non-compliance with any federal, state, local or foreign Approvals, Laws or Orders; (i) Liabilities of the Seller, the Parent or any of their respective predecessors or Affiliates arising out of, relating to or resulting from any obligation to indemnify any Person (other than pursuant to an Assigned Contract to the Effective Timeextent assumed pursuant to Section 1.3(a)); (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability Liabilities of the Seller or the Parent arising under this Agreement or any document executed of the Related Agreements; (k) Liabilities resulting from or relating to products sold or services performed by the Seller, the Parent or any of their respective predecessors or Affiliates, including any Liabilities resulting from or relating to any product liability claims with respect to any Seller Products; (l) Liabilities of the Seller, the Parent or any of their respective predecessors or Affiliates based upon such Person’s acts or omissions; (m) Liabilities arising under any Employee Benefit Plan or any benefit, tax or compensation Liability of any ERISA Affiliate; (n) Liabilities arising in connection therewithwith or in any way relating to the Business, any Acquired Assets, any property now or previously owned, leased or operated by the Seller, the Parent, or any of their respective predecessors or Affiliates, or any activities or operations occurring or conducted at any property now or previously owned, operated or leased by the Seller, the Parent, or any of their respective predecessors or Affiliates (including offsite disposal), which arise under or relate to any Environmental Laws; (o) Liabilities attributable in any manner to the Ancillary AgreementsExcluded Assets; and (p) Liabilities set forth in Schedule 1.4(p) attached hereto. The disclosure of any Liability on any schedule to this Agreement shall not create an Assumed Liability or other Liability of Buyer, except where such disclosed Liability has been expressly assumed by Buyer as an Assumed Liability pursuant to Section 1.3.

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer shall assume is assuming only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume is not assuming any other liability or obligation of any of the Seller, the LIN Companies Young Entities (or any predecessor of their respective Affiliates any of the Young Entities or any prior owner of all or part of any Young Entity's businesses and assets) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates applicable Young Entity (all such liabilities and obligations not being assumed being herein referred to as the “"Excluded Liabilities”"), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, Contract or Real Property Lease Permit required by the terms thereof to be discharged on or prior to the Effective Time or as set forth on Schedule 2.04(a)Time; (b) any liability or obligation for which the LIN Companies, the applicable Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the any liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)obligation for borrowed money including interest and fees; (d) any liability or obligation relating to or arising out of any of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred EmployeesEnvironmental Liabilities (other than as specifically set forth in Section 2.03(c)); (f) any Tax liability or obligation (i) relating to Prevacation, bonuses and other employee-related benefits including any Seller stay bonuses pursuant to Section 8.07 earned prior to the Closing Tax Periods Date (except as expressly provided for in Section 9.02writing by the parties), ; (iig) imposed on any Tax liability or payable by or with respect to Seller obligation (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder);relating to or arising out of any Employee Plan; and (i) any liability or obligation for any severance, retention, performance arising out of or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary AgreementsFresh Bait Settlement.

Excluded Liabilities. Notwithstanding Neither Buyer shall assume or be obligated to pay, perform or otherwise assume or discharge any provision obligations or liabilities of either Seller, whether direct or indirect, known or unknown, or absolute or contingent, not expressly assumed by such Buyer pursuant to the Instrument of Assumption delivered by such Buyer or otherwise expressly assumed by such Buyer in this Agreement to the contrary, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All (all such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being so assumed being herein referred to as called the “Excluded Liabilities”). Without limiting the generality of the foregoing sentence, and, and notwithstanding anything to the contrary in provisions of Section 2.032.3, none of the following shall be assumed by either Buyer (and each of them shall be deemed not to constitute Assumed Liabilities for the purposes of this Agreement:Liabilities): (a) any liability intercompany payables or obligation under other liabilities or with respect obligations of CIT or either Seller to any Assumed Contract, Permit, Governmental Order, Affiliate of CIT or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a)Seller; (b) any liability losses, liabilities or obligation for which the LIN Companies, the Seller or obligations in respect of any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedExcluded Assets; (c) the liability related any liabilities or obligations in respect of any Taxes for which either Seller is liable pursuant to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)Section 8.2; (d) any liability or obligation relating to or arising out liabilities in respect of any of the Excluded Assetsindebtedness for borrowed money for which either Seller is liable; (e) any liability with liabilities in respect of the actions, suits or proceedings described or referred to Excluded Employees and Employees who are not Transferred Employeesin Schedule 5.8; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02)8.4, any liabilities in respect of any employee benefit plan or (iii) similar arrangement maintained by CIT or either Seller for which Seller is otherwise liable pursuant to Section 9.05;the benefit of any employees of the Business; and (g) except as provided in Section 8.4, any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent liabilities arising as a result of the Seller or employment prior to, and as of, the Closing of any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation employees of the StationsBusiness or termination by either Seller of any employees of the Business, including any claims under Sellers’ current severance plan or, in the owning or holding case of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby Business Employee (including any termination Excepted Business Employee or Leave Employee) employed by CIT Canada, any pay in lieu of employment in connection therewith) notice or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreementsseverance as is required by applicable law.

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume only the Assumed Liabilities and neither Neither Buyer nor any of its Affiliates affiliates shall assume any other liability or obligation Liabilities of the SellerSeller (such unassumed Liabilities, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”)) other than the Assumed Liabilities. For the avoidance of doubt, andthe Excluded Liabilities shall include, notwithstanding anything to the contrary in Section 2.03, none but are not limited to: (i) all Taxes of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) any liability or obligation under Seller or with respect to the Business, (ii) all Indebtedness (as defined below) of Seller, (iii) all trade accounts payable of Seller; (iv) all Liabilities with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a); (b) any liability or obligation for which the LIN Companies, the Employee Benefit Plan that Seller or any affiliate of their respective Affiliates Seller maintains, contributes to, has already received an obligation to contribute to or will receive the partial or full benefit of the Station Asset otherwise has any Liability with respect thereto; (v) all Liabilities with respect to contracts which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliatesare not Assigned Contracts, including, without limitation, as the Excluded Contracts set forth on Schedule 2.04(c1.2(j); ; (dvi) any liability or obligation relating to or all claims by Lessor arising out of acts or omissions of Seller prior to the Closing; (vii) all claims of negligence arising out of acts or omissions of Seller; and (viii) all warranty claims not specifically assumed by Buyer. “Indebtedness” means (A) all obligations of Seller for borrowed money, whether current or funded, secured or unsecured; (B) all obligations of Seller for the deferred purchase price of any property or services; (C) all obligations of Seller under capital leases or leases that in accordance with GAAP (as defined below) are or will be required to be capitalized; and (D) all obligations, contingent or otherwise, of Seller in respect of bankers’ acceptances or letters of credit; and (E) obligations, contingent or otherwise, of Seller in respect of any accrued interest, success fees, prepayment penalties, and other costs and expenses associated with the repayment of any of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreementsforegoing.

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contraryThe Purchaser will not assume or become responsible for, Buyer shall assume only and the Assumed Liabilities and neither Buyer nor will not include, any of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies Seller or any of their respective its Affiliates of whatever nature, whether presently whatsoever other than as expressly provided in existence or arising hereafterSection 2.3. All such other Such nonassumed liabilities and obligations shall be retained by and remain obligations and liabilities are referred to in this Agreement collectively as the "EXCLUDED LIABILITIES". Without limiting the generality of the Sellerforegoing, the LIN Companies or their respective Affiliates (all such parties acknowledge and agree that each of the following categories of liabilities and obligations not being assumed being herein referred will be deemed to as the “be Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) any liability or obligation under or with respect to any Assumed Contractmortgage, Permitindenture, Governmental Ordernote, installment obligation or Real Property Lease required by the terms thereof to be discharged prior other instrument relating to the Effective Time borrowing of money, any guarantee of any obligation, any letter of credit, bond or as set forth on Schedule 2.04(a)other indemnity; (b) any liability or obligation for which with respect to any check or draft issued by the LIN CompaniesSeller prior to, on or after the Closing Date; (c) any liability or obligation (whether assessed or unassessed) of the Seller or any of their respective its Affiliates has already received or will receive the partial or full benefit with respect to any Taxes, including any Taxes arising by reason of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, transactions contemplated by this Agreement or any of their respective Affiliates, including, without limitationthe Ancillary Documents, as set forth of or for any period ending prior to, on Schedule 2.04(c)or after the Closing Date; (d) any liability or obligation of any nature of the Seller, any of its Affiliates or any of their respective predecessors arising under any Environmental Law in connection with any event, transaction, condition, practice, Release or occurrence prior to, on or after the Closing Date, including any liability or obligation relating to the handling of or arising out exposure to Hazardous Materials or similar substances by current or former employees of the Seller, any of its Affiliates or any of their respective predecessors, and including any investigative, regulatory clean-up, remedial or other liability or obligation resulting from the generation, storage, presence, use, handling, treatment, transportation, disposal or Release of any Hazardous Materials by the Seller, any of the Excluded Assetsits Affiliates or any of their respective predecessors; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02)8 with respect to those Seller Employees accepting employment with the Purchaser, or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts obligation relating to any current or former director, officer, memberemployee, Employee consultant or agent of the Seller or any of its AffiliatesAffiliates that arises on or prior to the Closing Date out of any aspect of the terms or conditions of the employment or other relationship of any such individual, any illness, injury or other than harm of any nature arising out of the employment or other relationship of any such individual (including any illness, injury or harm resulting in any claim under any workers' compensation or similar law, whether or not reported as of the Closing Date), the termination of the employment or other relationship of any such individual, or the entitlement of any such individual, or any dependant or beneficiary of any such individual, to compensation or employee welfare or pension benefits, including severance or termination benefits, indemnification or advancement of expenses; (f) any liability to any Transferred Employee incurred or obligation arising prior to, on or after the applicable Employment Commencement DateClosing Date under or in connection with any Seller Plan; (g) any liability or obligation arising out of any actual or alleged interference, infringement, misappropriation or conflict with the intellectual property rights of any other Person; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder)arising in connection with any retroactive, retrospective or similar adjustment relating to any premium, administrative expense or other amount paid or payable with respect to any period on or prior to the Closing Date under any policy of insurance; (i) any liability or obligation for with respect to any severancepending claim, retentionaction, performance suit, proceeding or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Timeinvestigation set forth on SCHEDULE 4.16; (j) except to the extent of any Actionwarranty reserve set forth in the Closing Balance Sheet, including any Action liability or obligation arising in connection with any claim, action, suit, proceeding or investigation, whether commenced or asserted prior to, on or after the Closing Date, relating to any Employee, to service rendered by the extent arising from Seller on or related to the period prior to the Effective Time; andClosing Date; (k) any liability or obligation arising prior to, on or after the Closing Date in connection with any Excluded Asset or any other asset, right or property of the Seller under this Agreement or any document executed of its Affiliates other than the Purchased Assets; or (l) any other liability or obligation of the Seller or any of its Affiliates whatsoever other than as specifically set forth in connection therewith, including the Ancillary AgreementsSection 2.3.

Excluded Liabilities. Notwithstanding Buyer does not hereby assume, and shall not at any provision in this Agreement to time hereafter (including on or after the contraryEffective Date) become liable for, Buyer shall assume only any of the Assumed Liabilities and neither Buyer nor of Seller or any of its Affiliates or any ERISA Affiliate of any of the foregoing other than the Assumed Liabilities (the "Excluded Liabilities"). Without limiting the generality of the foregoing, the Excluded Liabilities shall assume include any other liability or obligation Liabilities of the Seller, howsoever arising and whether or not known as the LIN Companies date hereof, that relate to the period prior to the Effective Date that were not included as such on the Adjusted February 28 Balance Sheet or that are not included as Assumed Liabilities within Section 2.3(ii) above. Further, the Excluded Liabilities shall include, without limitation, the following Liabilities: (a) any Liability of any of Seller or any of their respective its Affiliates or any ERISA Affiliate of whatever natureany of the foregoing whether currently in existence or arising hereafter that is not attributable to, or that does not arise out of the conduct of, the Business; (b) any Liability whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies hereafter directly or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred indirectly relating to as the “an Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a); (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedAsset; (c) the liability related any Liability whether currently in existence or arising hereafter relating to the Indebtedness of the Sellerfees, the LIN Companiescommissions or expenses owed to any broker, finder, investment banker, accountant, attorney or other intermediary or advisor employed by Seller or any of its Affiliates or their respective AffiliatesERISA Affiliates in connection with the transactions contemplated hereby or arising in connection herewith; or any liability of Seller to employees of the Business in respect to any bonus or other payment made in respect of, by reason of, or contingent on, the transactions contemplated hereby; or any other fees and costs arising in connection with the transaction (including, without limitationfor example, as transfer taxes) (all of the Liabilities set forth on Schedule 2.04(cin this subsection (c) are referred to as the "Transaction Expenses"); (d) any liability Liability the existence of which constitutes, gives rise to, or obligation relating to or arising out arises by reason of, a breach of any of the Excluded Assetsrepresentation, warranty or covenant hereunder; (e) any liability with respect contingent Liabilities of Seller related to Excluded Employees any transactions by Seller prior to the Effective Date except Liabilities that Buyer has expressly agreed to assume pursuant to the terms of this Agreement and Employees who are not Transferred Employeesthose Liabilities listed on Schedule 2.4.(e); (f) any Tax liability Liability related to indebtedness of Seller for borrowed money or obligation (i) relating to Pre-Closing Tax Periods (capitalized leases, or the guarantee by Seller of the indebtedness of any other Person, except as expressly provided for in Section 9.02set forth on the Adjusted February 28 Balance Sheet or on Schedule 2.4.(f) (including amounts owed to Valley American Bank), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent Liability of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Datearising under this Agreement; (h) the liabilities and obligations arising or subject to Section 6.6 below, with respect to the operation of the Stations, including the owning Products manufactured on or holding of the Station Assets, prior to the Effective Time Date (excluding and whether or not sold prior to the Effective Date), any liability Liability arising out of, resulting from, or obligation expressly assumed relating to claims seeking return, replacement, and/or repair of such Products pursuant either to (i) express product warranties extended by Seller prior to the Closing Date or by Buyer hereunder)after the Closing Date (provided that Buyer's warranties are no more expansive than the warranties extended by Seller prior to the Closing Date) or (ii) product warranties or obligations implied or provided by Applicable Law; (i) any liability with respect to Products manufactured on or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective TimeDate (and whether or not sold prior to the Effective Date), any Liability arising out of, resulting from, or relating to product liability claims; (j) any Action, including Liability of Seller which serves as basis of any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; andclaim for indemnification under Article VIII hereof; (k) any liability Liability under contracts set forth on Schedule 2.4.(k); (l) any Liabilities under contracts with, or indebtedness to, Affiliates of Seller, except as set forth on Schedule 2.4.(l); (m) any Liability under the Personal Property Leases and the Scheduled Contracts which is not an Assumed Liability under Section 2.3(ii); (n) any Liability of Seller relating to worker's compensation benefits, whether arising or maturing prior to or after the Effective Date, but only for incidents occurring prior to the Effective Date; and (o) any Liability in respect of Seller Payments. For the purposes hereof, the "Seller Payments" mean any direct or indirect payments made to or for, or on behalf of, or Liabilities accrued on account of, any Shareholder, regardless of how characterized, and regardless of the Seller under this Agreement or any document executed in connection therewithnature thereof, including the Ancillary Agreements.i.

Excluded Liabilities. Notwithstanding Neither Buyer nor any provision in this Agreement to the contrary, Buyer Designee shall assume only or be obligated to pay, perform or otherwise assume or discharge any liabilities or obligations of Seller or any of its Affiliates, whether direct or indirect, known or unknown, absolute or contingent, except for the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all of such liabilities and obligations not being so assumed being herein referred to herein as the “Excluded Liabilities”). For the avoidance of doubt, andthe parties agree that, notwithstanding anything except for the Assumed Liabilities, Seller and its Subsidiaries shall retain the liabilities and obligations arising from the conduct and operation of the Mobility Business and ownership of the Purchased Assets on and prior to the contrary Closing Date, and that the Excluded Liabilities include, but are not limited to, any and all liabilities or obligations set forth or described in Section 2.03paragraphs (a) through (m) below, none and all liabilities and obligations arising from the conduct of Seller’s and its Subsidiaries’ businesses other than the Mobility Business (including the remainder of the following shall be Assumed Liabilities Mobility Products Group) and ownership of the Excluded Assets, in each case, whether or not any such liability or obligation has a value for accounting purpose or is carried or reflected on or specifically referred to in Seller’s or the purposes of this Agreementapplicable Subsidiary’s books or financial statements: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a)Excluded Taxes; (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedEnvironmental Liabilities; (c) the liability any and all liabilities or obligations arising out of or related to the Indebtedness any Excluded Asset, including where such liabilities or obligations may be otherwise borne by Buyer by operation of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, law (except as set forth on Schedule 2.04(cexplicitly identified as an Assumed Liability); (d) any liability liabilities or obligation relating to obligations under any Contract, Licenses or Government Permits arising out of or relating to any of failure by Seller or any Affiliate to perform, breach, default, violation thereof occurring on or prior to the Excluded AssetsClosing Date; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employeesproduct warranty or other product liabilities arising from sales of products of the Mobility Business by Seller or any Affiliate on or before the Closing Date; (f) any Tax liability customer rebate or similar incentive obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), sales of products of the Mobility Business on or (iii) for which Seller is otherwise liable pursuant to Section 9.05before the Closing Date; (g) any liability trade payables (except to indemnifythe extent they relate to Purchased Assets to be delivered to Buyer after the Closing Date), reimburse indebtedness for borrowed money or advance amounts to any officer, member, Employee guarantees thereof of Seller and its Subsidiaries or agent intercompany obligations of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement DateSubsidiary; (h) except as identified in Section 2.4(a), any and all liabilities or obligations relating to or in connection with (i) the liabilities employment and any termination of such employment by Seller or any Subsidiary of any employee or former employee of Seller or a Subsidiary on or before the Closing Date; and/or (ii) any employee’s or former employee’s or his/her dependents’ rights or obligations arising under any fringe benefit of employment with Seller or with respect a Subsidiary, including any Benefit Plan of Seller or an Affiliate of Seller or any ERISA Affiliate and/or (iii) the employment and any termination of employment of any employee of Seller or any other Person who is not a Business Employee, who transfers to the Buyer or such Affiliate by operation of law in connection with the Stations, including the owning or holding sale of the Station AssetsMobility Business, prior to the Effective Time and/or (excluding iv) any liability arising out of Seller’s or obligation expressly assumed by Buyer hereunder)any Affiliate’s obligations to inform or consult any employee of Seller or any Affiliate or their appropriate representatives concerning the sale of the Mobility Business and all liabilities, obligations, costs claims and demands arising from or in respect of such liability or obligation; (i) any liability and all liabilities or obligation for obligations in connection with, or relating to, any severanceactions, retentionsuits, performance claims or stay bonus proceedings against Seller or any other compensation payable in connection with Subsidiary which arise or accrue on or before the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective TimeClosing Date; (j) any Action, including any Action benefit liabilities relating to any Employee, or arising in connection with Section 4980B of the Code (COBRA) or otherwise by operation of applicable Law to the extent provide continuation of health care coverage to employees or former employees of Seller or a Subsidiary or their dependents arising from a qualifying event occurring on or related to before the period prior to the Effective Time; andClosing Date; (k) any liability liabilities of the Benefit Plans; (l) any liabilities relating to or arising from violations of applicable Law by Seller under or any Affiliate prior to or on the Closing Date; and (m) all costs and expenses incurred by Seller or an applicable Subsidiary incident to the negotiation and preparation of this Agreement or any document executed in connection therewith, including and its performance and compliance with the Ancillary Agreementsagreements and conditions contained herein.

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary set forth herein, in Section 2.03, none of the following no event shall be Assumed Liabilities for the purposes of this Agreement: (a) Purchaser assume or incur any liability or obligation under this Agreement or otherwise become responsible in respect of the following (hereinafter collectively referred to as the "Excluded Liabilities"): (a) Any liability or obligation of any nature whatsoever which arises out of or relates to the litigation identified in Section 1.9(a) of the Seller Disclosure Letter or with respect to any Assumed Contractother action, Permitsuit, Governmental Orderclaim or legal, administrative, arbitration, governmental or Real Property Lease required by other proceeding or investigation now pending or hereafter instituted relating to the terms thereof Business to be discharged the extent the principal event giving rise thereto occurred prior to the Effective Time Closing Date or as set forth on Schedule 2.04(a)which results from or arises out of any action or omission prior to the Closing Date of the Seller, or any affiliate, officer, director, employee, agent, representative or subcontractor of the Seller; (b) any Any liability or obligation for claim which arises out of or is based upon any express or implied representation, warranty, agreement or guaranty made by the LIN CompaniesSeller, or alleged to have been made by the Seller Seller, or which is imposed or asserted to be imposed by operation of law, in connection with any of their respective Affiliates has already received service performed or will receive the partial product sold or full benefit leased by or on behalf of the Station Asset to which such liability Seller, on or obligation relates, but only prior to the extent of such benefit receivedClosing, including without limitation any claim seeking recovery for consequential damages, lost revenue or income; (c) the liability related Any federal, state or local income, sales, use, excise, ad valorem, intangibles or other tax and any and all penalties and interest relating thereto (i) payable with respect to the Indebtedness business, assets, properties or operations (including, but not limited to, the Business) of the Seller, any member of any affiliated group of which the LIN CompaniesSeller is a member or any other person for whose taxes the Seller may be liable for any period prior 8 18 to Closing, or (ii) incident to or arising as a consequence of the negotiation or consummation by the Seller or any member of their respective Affiliatesany affiliated group of which the Seller is a member of this Agreement and the transactions contemplated hereby, includingother than any such taxes, without limitation, as penalties or interest covered by a reserve or accrual set forth on Schedule 2.04(c)the Final Closing Date Balance Sheet; (d) any Any liability or obligation arising under or relating to or arising out of any of the Excluded Assets; (e) Any liability or obligation of any liability nature whatsoever arising prior to or as a result of the Closing to any employees, agents or independent contractors of Seller, whether or not employed by Purchaser after the Closing, or under any benefit plan or arrangement with respect to Excluded Employees and Employees who are not Transferred Employees;thereto; or (f) any Tax Any liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable incurred in connection with the consummation negotiation, preparation and execution of this Agreement and the transactions contemplated hereby (including and any termination fees and expenses of employment in connection therewith) counsel, accountants or otherwise due and payable prior to other experts of Seller or the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary AgreementsShareholder.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, except for the Assumed Liabilities expressly specified in this Agreement to the contrarySection 2.2, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Orderassume, or Real Property Lease required by otherwise be responsible for, either directly or through its ownership interest in the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a); (b) Partnership, any liability or obligation for which the LIN Companies, the Liabilities of Seller or any of their respective Affiliates has already received other person, partnership or will receive the partial entity, whether liquidated or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companiesunliquidated, or any known or unknown, and whether arising out of their respective Affiliatesoccurrences prior to, includingat or after the date hereof ("EXCLUDED LIABILITIES"), which Excluded Liabilities include, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or arising out of any of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for all Liabilities of Seller resulting from entering into, performing its obligations in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby by, this Agreement, (including ii) all Liabilities of Seller in respect of any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, Tax to the extent such Tax relates to Seller's ownership of the Assets and conduct of the Business, (iii) all Liabilities arising from under or related to the period Settlement Agreement, (iv) all Liabilities arising under or related to the Judgment, (v) all Liabilities arising under or related to Employee Plans other than Employee Plans of the Partnership, (vi) any Liabilities with respect to any distributions that any partner of the Partnership claims should have made on or prior to Closing, (viii) all Liabilities of Seller and the Partnership arising out of or related to the failure of the Seller or the Partnership to have been duly organized, validly existing or in good standing, (ix) all Liabilities in respect of the employment or termination of employment of any employee of the Seller, (x) any Liability noted in the Disclosure Schedule to be an Excluded Liability, (xi) all Liabilities of Seller and the Partnership (y) for or arising out of or related to the violation by Seller or the Partnership of any Health Care Law prior to the Effective Time; and Closing and (kz) for or arising out or related to any liability action taken or omission occurring prior to the Closing which, with notice, passage of time or both (whether before or after the Closing) would result in a violation by Seller or the Partnership of any Health Care Law, (xiii) all Liabilities of the Seller to any employee of the Seller conditioned upon consummation of the transactions contemplated hereby, (xii) all liabilities of the Seller and the Partnership under any Contract that, but for this Agreement provision, would be assumed by Buyer pursuant hereto that was entered into other than in the ordinary course of the Business, that is material to the Business, that is required to be disclosed hereunder on the Disclosure Schedule and that is not so disclosed, (xiv) any Intercompany Debt owed by the Partnership, (xv) any Liability arising out of the Indemnification Agreement, or any document executed in connection therewith, including (xvi) the Ancillary Agreementsaccident that was the subject of Xxxxxxx Xxxxx v. South Georgia Lithotripsy.

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall not assume only the Assumed Liabilities and neither Buyer nor or be obligated to pay, perform or otherwise discharge any of its Affiliates shall assume any other liability or obligation of the Seller, direct or indirect, known or unknown, absolute or contingent, not expressly assumed by Buyer pursuant to the LIN Companies Assumption Agreement or any of their respective Affiliates of whatever nature, whether presently otherwise expressly set forth in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates this Agreement (all such liabilities and obligations not being assumed being herein referred to as called the “Excluded Liabilities”), "EXCLUDED LIABILITIES") and, notwithstanding anything to the contrary in Section 2.03SECTION 2.3, none of the following shall be "Assumed Liabilities Liabilities" for the purposes of this Agreement: (a) any liability or obligation under or with Any liabilities of Seller in respect of Taxes for which Seller is liable pursuant to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a)SECTION 8.1; (b) any liability or obligation for which Any costs and expenses incurred by Seller incident to its negotiation and preparation of this Agreement and its performance and compliance with the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedagreements and conditions contained herein; (c) Any liabilities or obligations in respect of any Excluded Assets; (d) All liabilities in respect of the claims or proceedings described in SCHEDULE 5.10; (e) Except as set forth in SECTION 8.5(b), all liabilities and obligations arising from or in connection with product liability claims or recall liability relating to any products manufactured by the Business prior to the Closing Date; (f) All liabilities and obligations arising in connection with, or in any way related to, the employment or termination of employment by Seller at any time of the current or former officers, directors, employees and consultants of Seller, including, but not limited to, any and all liabilities and obligations (including Taxes) arising under or in any way related to the Indebtedness any employee benefit plan, program, policy, agreement, understanding or arrangement of the Sellerany kind whatsoever, the LIN Companiesany collective bargaining agreement, or any other agreement, understanding or arrangement of their respective Affiliates, any kind with or for the benefit of any such person (including, without limitation, as set forth on Schedule 2.04(cany employment, consulting, compensation, deferred compensation or severance agreement or arrangement, and any agreement or arrangement associated with a change in control or sale of Seller or any assets thereof); (d) any liability or obligation relating to or arising out of any of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent All liabilities and obligations arising out of the Seller or any ownership of its Affiliatesthe Purchased Assets and operation of the Business prior to the Closing Date, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Dateexcept as provided in SECTION 2.3; (h) the All liabilities and obligations arising or with respect pursuant to (i) the operation Settlement Agreement and Releases dated as of November 24, 1997 between Wurlitzer and Parent and (ii) except as set forth in Section 2.3(e) hereof, the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder)Sales and Licensing Agreement; (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due All liabilities and payable prior obligations relating to the Effective Time;Leased Premises; and (j) any Action, including any Action All liabilities and obligations relating to any Employee, the purchase orders listed or required to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewithbe listed on SCHEDULE 5.14, including the Ancillary Agreementscancellation thereof.

Excluded Liabilities. Notwithstanding the provisions of Section 1.3 or any other provision in this Agreement to the contrary, Buyer shall assume only and regardless of any disclosure to the Purchaser, except for the Assumed Liabilities Liabilities, Purchaser shall not assume or be obligated to pay, perform or otherwise discharge (and neither Buyer nor the Seller shall retain, pay, perform or otherwise discharge without recourse to the Purchaser) all liabilities of the Seller or any of its Affiliates shall assume of any other liability kind, character or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever naturedescription whatsoever, whether presently in existence direct or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of indirect, known or unknown, absolute or continent, matured or unmatured (the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the ““ Excluded Liabilities”), andincluding, notwithstanding anything to without limitation, the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreementfollowing: (a) any liability or obligation under or with respect (including accounts payable) owed to any Assumed Contract, Permit, Governmental Order, stockholder of the Seller or Real Property Lease required by any Affiliate of the terms thereof to be discharged prior to Seller or any stockholder of the Effective Time or as set forth on Schedule 2.04(a)Seller; (b) any liability or obligation for which the LIN Companies, any Taxes of the Seller or for any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedperiod; (c) the any liability related relating to the Indebtedness guarantees of the Seller, the LIN Companies, or any indebtedness of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)any Person; (d) any liability or obligation relating to to, resulting from, or arising out of, (i) claims made in pending or future suits, actions, investigations or other legal, governmental or administrative proceedings or (ii) claims based on violations of Law (including any Environmental Law, workers’ compensation, employment practices or health and safety matters), breach of Contract, or any other actual or alleged failure of the Excluded Seller to perform any obligation (under any Law, Governmental Authorization or Contract), in each case arising out of, or relating to, (A) acts or omissions that shall have occurred, (B) services performed or products sold, (C) the ownership or use of the Acquired Assets, or (D) the operation of the Seller’s business, prior to the Closing; (e) any liability with respect pertaining to any Excluded Employees and Employees who are not Transferred EmployeesAsset; (f) any Tax liability relating to, resulting from or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on arising out of any Seller Benefit Plan or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05ERISA Affiliate Plan; (g) any liability to indemnifyrelating to, reimburse resulting from or advance amounts to any officer, member, Employee or agent arising out of the employment, engagement or termination by the Seller of any current or any of its Affiliatesformer employees, other than any liability to any Transferred Employee incurred on directors or after the applicable Employment Commencement Date;consultants; or (h) the liabilities and obligations any liability arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable incurred in connection with the consummation of negotiation, preparation and execution hereof and the transactions contemplated hereby (including and any termination fees and expenses of employment counsel, accountants, brokers, financial advisors or other experts of the Seller. The Excluded Liabilities shall include all claims, actions, litigation and proceedings relating to any or all of the foregoing and all costs and expenses in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreements.

Excluded Liabilities. Notwithstanding any provision anything in this Agreement Section 1.4 to the contrary, Seller and Buyer shall assume only hereby expressly acknowledge and agree that the Assumed Liabilities and will not include, neither Buyer Seller nor any of its Affiliates Subsidiaries shall assign to Buyer pursuant to this Agreement, and Buyer shall not accept or assume or be obligated to pay, perform or otherwise assume or discharge any other liability or obligation Liabilities of the Seller, the LIN Companies Seller or any Affiliate of their respective Affiliates of whatever nature, whether presently in existence Seller pursuant to or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of under the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the . For purposes of this Agreement, the term “Excluded Liabilities” means any and all Liabilities of Seller or any of its Affiliates that do not constitute Assumed Liabilities, including any and all Liabilities set forth or described in paragraphs (a) through (g) below, in each case whether or not any such Liability has a value for accounting purposes or is carried or reflected on, or specifically referred to in, Seller’s or the applicable Affiliate’s financial statements: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior and all Liabilities to the Effective Time extent arising from or as set forth on Schedule 2.04(a)incurred in connection with the Excluded Assets; (b) any liability or obligation for which the LIN Companies, the and all Liabilities of Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedits Subsidiaries for Excluded Taxes; (c) the liability related to the Indebtedness any and all Liabilities of the Seller, the LIN Companies, Seller or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)its Subsidiaries for Transaction Expenses; (d) any liability and all Liabilities of Seller or obligation any of its Subsidiaries to the extent arising from or incurred in connection with (i) any Seller Benefit Plan or (ii) any compensation-related or other Liabilities to the extent relating to the employment or arising out service of any Employee with Seller or any of its Affiliates prior to Closing or the Excluded Assetstermination of service or employment of any Employee by Seller or any of its Affiliates prior to Closing; (e) any liability with respect and all Liabilities of Seller or its Subsidiaries under or arising out of this Agreement (other than any Transfer Taxes for which Buyer is responsible pursuant to Excluded Employees and Employees who are not Transferred EmployeesSection 4.3(c)); (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or and all Liabilities with respect to Seller (except as expressly provided in Section 9.02)the Business or the Purchased Assets, arising before the Closing, or (iii) for which Seller is otherwise liable pursuant from the conduct of the Business or the ownership, use, operation or maintenance of the Purchased Assets by Seller, in each case prior to Section 9.05;the Closing; and (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent and all Liabilities of the Seller or any of and its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or Affiliates with respect to the operation of Business Social Media Accounts or Transferred Business Social Media Account Data (except to the Stations, including the owning or holding of the Station Assets, extent also constituting Buyer Social Media Account Data) arising prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary AgreementsClosing.

Excluded Liabilities. Notwithstanding any provision in this Agreement anything to the contrarycontrary in Section 2.3 and subject to Section 4.5, Buyer shall not assume only the Assumed Liabilities and neither Buyer nor or be obligated to pay, perform or otherwise discharge any liability or obligation of Parent or any of its Affiliates shall assume any other liability including MedSurg, direct or obligation indirect, known or unknown, absolute or contingent, not expressly assumed by Buyer pursuant to the Instrument of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates Assumption (all such liabilities and obligations not being assumed being herein referred to as called the “"Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, ") and none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) any liability or obligation under or with liabilities in respect of Taxes for which Parent is liable pursuant to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a)Section 8.3; (b) any liability intercompany payables and other liabilities or obligation for which the LIN Companies, the Seller obligations to Parent or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relatesits Affiliates, but only to the extent of such benefit receivedexcept as set forth in Schedule 2.4(B); (c) any costs and expenses incurred by Parent or MedSurg incident to its negotiation and preparation of this Agreement and its performance and compliance with the liability agreements and conditions contained herein; (d) any liabilities or obligations in respect of any Excluded Assets except Excluded Assets described in Section 2.2(i); (e) any liabilities in respect of the claims or proceedings described in Schedule 5.22; (f) liabilities of any kind which were not reflected on the Valuation Date Balance Sheet as a dollar amount or which are in excess of the dollar amount shown thereon (other than those described in Section 2.3(c) or (d); (g) any liabilities and obligations related to, associated with or arising out of the occupancy, operation, use or control of any of the Facilities or the operation of the Business on or prior to the Indebtedness Closing Date, in each case incurred or imposed by any Environmental Law (including, without limitation, any Release of any Hazardous Materials on, at or from (i) the Seller, the LIN Companies, or any of their respective AffiliatesFacilities, including, without limitation, as set forth on Schedule 2.04(c)all facilities, improvements, structures and equipment thereon, surface water thereon or adjacent thereto and soil or groundwater thereunder, or any conditions whatsoever on, under or in the vicinity of such real property) or (ii) any real property or facility owned by a third Person to which Hazardous Materials generated by the Business were sent prior to the Closing Date; (dh) any product liability or obligation claims for injury to person or property, regardless of when made or asserted, relating to products manufactured, distributed or arising out of any of sold by the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability Business or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed services performed by the Business on or payable prior to the Closing Date or which is imposed, or asserted to be imposed, by operation of law, in connection with any service performed or product manufactured by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent on behalf of the Seller Parent or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station AssetsMedSurg, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder)Closing Date; (i) any liability recalls on or obligation for after the Closing Date mandated by any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation Governmental Authority of the transactions contemplated hereby (including any termination of employment in connection therewith) products manufactured, distributed or otherwise due and payable sold by the Business on or prior to the Effective TimeClosing Date; (j) any Actionliability, claim or obligation arising out of, or otherwise relating to, any Actions (i) currently pending, as of the Closing Date, against Parent or any of its Affiliates including MedSurg, or (ii) instituted after Closing to the extent based upon, or arising out of, any Action relating fact, condition, event or circumstance which occurs or is otherwise existing prior to the Closing Date; (k) any obligations related to products manufactured, distributed or sold by the Business on or prior to the Closing Date which are returned by a customer after the Closing Date; (l) any liability or obligation to provide warranty or service on, or to repair or replace, any products manufactured, distributed or sold by the Business on or prior to the Closing Date; (m) any liability or obligation arising with respect to any Employeeclaim seeking recovery for consequential damage, lost revenue or income or punitive damages, regardless of the nature thereof, to the extent arising from out of service performed or products related to the period Business manufactured by or on behalf of Parent or any of its Affiliates, including MedSurg, prior to the Effective TimeClosing Date or any other fact, condition, event or circumstance which occurs or is otherwise existing prior to the Closing Date; (n) any liability or obligation within the scope of Section 8.5; (o) any obligations of Parent or any of its Affiliates, including MedSurg, to indemnify any Person in connection with the operation of the Business by reason of the fact that such Person was an officer, employee or agent of Parent or any of its Affiliates or was serving at the request of Parent or any of its Affiliates as a partner, trustee, director, officer, employee or agent of another entity, whether arising under Contract, common law or otherwise; and (kp) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreementsobligation to Employees for vacation pay or severance.