Common use of Instruments of Transfer and Assignment Clause in Contracts

Instruments of Transfer and Assignment. (i) a bargain and sale deed to be delivered by the Seller substantially in the form attached hereto as Exhibit A (the "Grant Deed"); (ii) an Assignment of Lease or Leases to be delivered by the Seller substantially in the form attached hereto as Exhibit B (the "Assignments of Leases"); (iii) Bills of Sale to be delivered by the Seller (including certain Affiliates of NYTMG who hold certain Purchased Assets) substantially in the form attached hereto as Exhibit C (the "Bills of Sale"); (iv) Instruments of Assignment and Assumption to be delivered by the Seller (including certain Affiliates of NYTMG who hold certain Purchased Assets or are obligated with respect to certain Assumed Liabilities) substantially in the form attached hereto as Exhibit D (the "Assignments and Assumptions"); (v) Assignments of Proprietary Rights to be delivered by the Seller (including certain Affiliates of NYTMG who hold certain Purchased Assets) substantially in the form attached hereto as Exhibit E (the "Assignments of Proprietary Rights"); (vi) a Subscription Fulfillment Agreement substantially in the form attached hereto as Exhibit F (the "Subscription Fulfillment Agreement") and the Seller shall make the payment required thereby; (vii) a guarantee of The New York Times Company, a New York corporation and the corporate parent of the Seller ("NYT"), substantially in the form attached hereto as Exhibit G; and (viii) copies of the waivers, consents and/or approvals listed in Schedule 3.2 hereto (the "Required Consents"); (ix) copies of any documents and filings required in connection with the payment of transfer Taxes; and (x) documentation reasonably satisfactory to the Purchaser that the Asset Purchase does not trigger Connecticut's Real Property Transfer Act, as amended (the "Connecticut Real Property Transfer Act"), with respect to the Owned Real Property or any Leased Real Property, or, if it is determined that the Asset Purchase does trigger the Connecticut Real Property Transfer Act with respect to certain of the Owned or Leased Real Property for each such parcel of Owned or Leased Real Property (a) either (i) a properly completed and executed Form I (as that term is defined in the Connecticut Real Property Transfer Act) or (ii) a properly completed and executed Form II (as that term is defined in the Connecticut Real Property Transfer Act) and (b) documentation reasonably satisfactory to the Purchaser that the Form Is and/or Form IIs have been submitted to the Commissioner of Environmental Protection, as required under the Connecticut Real Property Transfer Act, and that those respective Form Is and/or Form IIs were the appropriate forms for filing under the Connecticut Real Property Transfer Act.

Instruments of Transfer and Assignment. (i) a bargain and sale A grant deed to be delivered by or deeds, as the Seller case may be, in substantially in the form attached hereto as Exhibit A (the "Grant DeedDeeds"), conveying good and marketable fee simple title to all of the Owned Real Property, free and clear of all Encumbrances other than Permitted Encumbrances, together with appropriate certificates of occupancy, to the extent applicable, with respect to the Owned Real Property (it being expressly acknowledged and agreed that the Seller and the Purchaser shall share equally in the cost of obtaining policies insuring title to the Owned Real Property for the benefit of the Purchaser); (ii) an Assignment of Lease or Leases to be delivered by the Seller a Bill xx Sale substantially in the form attached hereto as Exhibit B (the "Assignments Bill xx Sale") conveying good title, free and clear of Leases")all Encumbrances other than Permitted Encumbrances, to the tangible personal property set forth on Schedule A to the Bill xx Sale; (iii) Bills an Instrument of Sale to be delivered by the Seller (including certain Affiliates of NYTMG who hold certain Purchased Assets) Assignment and Assumption substantially in the form attached hereto as Exhibit C (the "Bills of SaleAssignment and Assumption"); (iv) Instruments an Assignment of Assignment and Assumption to be delivered by the Seller (including certain Affiliates of NYTMG who hold certain Purchased Assets or are obligated with respect to certain Assumed Liabilities) Proprietary Rights substantially in the form attached hereto as Exhibit D (the "Assignments and Assumptions"); (v) Assignments of Proprietary Rights to be delivered by the Seller (including certain Affiliates of NYTMG who hold certain Purchased Assets) substantially in the form attached hereto as Exhibit E (the "Assignments Assignment of Proprietary Rights"); (viv) copies of all instruments, certificates, documents and other filings (if applicable) necessary to release the Purchased Assets from all Encumbrances other than Permitted Encumbrances and those Encumbrances set forth in Schedule 4.5(b) hereto, all in a Subscription Fulfillment Agreement substantially in form reasonably satisfactory to counsel for the form attached hereto as Exhibit F (the "Subscription Fulfillment Agreement") and the Seller shall make the payment required therebyPurchaser; (vii) a guarantee of The New York Times Company, a New York corporation and the corporate parent of the Seller ("NYT"), substantially in the form attached hereto as Exhibit G; and (viiivi) copies of the all requisite Licenses, waivers, consents and/or approvals listed in Schedule 3.2 hereto (the "Required Consents"); (ix) copies consents, approvals, authorizations, qualifications and other orders of any documents Governmental Authorities with competent jurisdiction over the transactions contemplated hereby to be obtained by the Seller which are necessary to effect the valid transfer and filings required in connection with assignment of the payment of transfer Taxes; and (x) documentation reasonably satisfactory Purchased Assets to the Purchaser that pursuant to this Agreement and to otherwise consummate the Asset Purchase does not trigger Connecticut's Real Property Transfer Acttransactions contemplated hereby, as amended (the "Connecticut Real Property Transfer Act")and those consents, with respect to the Owned Real Property approvals or any Leased Real Property, or, if it is determined that the Asset Purchase does trigger the Connecticut Real Property Transfer Act with respect to certain of the Owned or Leased Real Property for each such parcel of Owned or Leased Real Property (a) either waivers from third parties (i) a properly completed under Business Contracts and executed Form I (as Business Licenses that term is defined in the Connecticut Real Property Transfer Act) or are obtained prior to Closing, (ii) a properly completed and executed Form II as set forth under subsections (as that term is defined in the Connecticut Real Property Transfer Acti) and (bii) documentation reasonably satisfactory to the Purchaser that the Form Is and/or Form IIs have been submitted to the Commissioner of Environmental Protection, as required under the Connecticut Real Property Transfer ActSchedule 4.3 hereto, and that those respective Form Is and/or Form IIs were (iii) which are necessary to effect the appropriate forms for filing valid transfer and assignment of the Purchased Assets (but other than consents, approvals or waivers under the Connecticut Real Property Transfer Act.Business Contracts

Instruments of Transfer and Assignment. (i) A grant deed or deeds, as the case may be, in a bargain customary and sale deed usual form acceptable to be delivered by the Seller substantially in the form attached hereto as Exhibit A parties (the "Grant DeedDeeds"), conveying fee simple title to all of the Owned Real Property of the Xxx-NMBC Stations; (ii) an Assignment a Xxxx of Lease or Leases Sale with respect to be delivered by the Seller substantially Purchased Assets of the Xxx-NMBC Stations in a customary and usual form acceptable to the form attached hereto as Exhibit B parties (the "Assignments Xxxx of LeasesSale"); (iii) Bills an Instrument of Sale Assignment and Assumption with respect to be delivered by the Seller (including certain Affiliates Purchased Assets of NYTMG who hold certain Purchased Assets) substantially the Xxx-NMBC Stations and Assumed Liabilities of the Xxx-NMBC Stations in a customary and usual form acceptable to the form attached hereto as Exhibit C parties (the "Bills of SaleAssignment and Assumption"); (iv) Instruments an Assignment of Assignment and Assumption to be delivered by the Seller (including certain Affiliates of NYTMG who hold certain Purchased Assets or are obligated Proprietary Rights with respect to certain Assumed Liabilities) the Xxx-NMBC Stations substantially in a customary and usual form acceptable to the form attached hereto as Exhibit D parties (the "Assignments and Assumptions"); (v) Assignments of Proprietary Rights to be delivered by the Seller (including certain Affiliates of NYTMG who hold certain Purchased Assets) substantially in the form attached hereto as Exhibit E (the "Assignments Assignment of Proprietary Rights"); (v) copies of all instruments, certificates, documents and other filings (if applicable) necessary to release the Purchased Assets of the Xxx-NMBC Stations from all Encumbrances other than Permitted Encumbrances and those Encumbrances set forth in Schedule 4.5(b) hereto, all in a form reasonably satisfactory to counsel for the Purchaser; (vi) a Subscription Fulfillment copies of all requisite Licenses, waivers, consents, approvals, authorizations, qualifications and other orders of any Governmental Authority with competent jurisdiction over the transactions contemplated hereby, and all requisite consents, approvals or waivers from third parties, which are necessary to effect the valid transfer and assignment of the Purchased Assets of the Xxx-NMBC Stations to the Purchaser pursuant to this Agreement substantially in and to otherwise consummate the form attached hereto Asset Purchase, Stock Purchase and as Exhibit F (the "Subscription Fulfillment otherwise contemplated by this Agreement") and the Seller shall make the payment required thereby; (vii) a guarantee of The New York Times Company, a New York corporation and the corporate parent stock certificates representing all of the Seller ("NYT"), substantially outstanding shares of KOIN and SJL-Kansas duly endorsed or accompanied by duly executed stock powers in the form attached hereto as Exhibit G; and (viii) copies of the waivers, consents and/or approvals listed in Schedule 3.2 hereto blank (the "Required ConsentsStock Certificates"); (viii) all other documents, instruments and certificates required to be delivered by Xxx-NMBC or the Acquired Companies pursuant to this Agreement or otherwise required or reasonably requested by Purchaser, including of conveyance and transfer, as the Purchaser may reasonably request in order to more effectively convey and transfer the Purchased Assets of the Xxx-NMBC Stations to the Purchaser and to put the Purchaser in operational control of the Xxx-NMBC Stations, or for aiding, assisting, collecting and reducing to possession any of the Purchased Assets of the Xxx-NMBC Stations and exercising rights with respect thereto and to otherwise consummate the Asset Purchase, the Stock Purchase and as otherwise contemplated by this Agreement; (ix) copies resignations of any documents all directors and filings required officers of the Acquired Companies which have been previously requested in connection with writing by Purchaser shall have been delivered to Purchaser, effective upon the payment of transfer TaxesClosing; and (x) documentation reasonably satisfactory to the Purchaser that the Asset Purchase does not trigger Connecticut's Real Property Transfer Actstock book, as amended (the "Connecticut Real Property Transfer Act")stock ledger, with respect to the Owned Real Property or any Leased Real Property, or, if it is determined that the Asset Purchase does trigger the Connecticut Real Property Transfer Act with respect to certain and minute book of each of the Owned or Leased Real Property for each such parcel of Owned or Leased Real Property (a) either (i) a properly completed and executed Form I (as that term is defined in the Connecticut Real Property Transfer Act) or (ii) a properly completed and executed Form II (as that term is defined in the Connecticut Real Property Transfer Act) and (b) documentation reasonably satisfactory to the Purchaser that the Form Is and/or Form IIs have been submitted to the Commissioner of Environmental Protection, as required under the Connecticut Real Property Transfer Act, and that those respective Form Is and/or Form IIs were the appropriate forms for filing under the Connecticut Real Property Transfer ActAcquired Companies.

Instruments of Transfer and Assignment. (i) a bargain and sale A warranty deed to be delivered by or deeds, as the Seller case may be, in substantially in the form attached hereto as Exhibit A (the "Grant DeedWarranty Deeds"), conveying fee simple title to all of the Owned Real Property; (ii) an Assignment a Xxxx of Lease or Leases to be delivered by the Seller Sale substantially in the form attached hereto as Exhibit B (the "Assignments Xxxx of LeasesSale"); (iii) Bills an Instrument of Sale to be delivered by the Seller (including certain Affiliates of NYTMG who hold certain Purchased Assets) Assignment and Assumption substantially in the form attached hereto as Exhibit C (the "Bills of SaleAssignment and Assumption"); (iv) Instruments an Assignment of Assignment and Assumption to be delivered by the Seller (including certain Affiliates of NYTMG who hold certain Purchased Assets or are obligated with respect to certain Assumed Liabilities) Proprietary Rights substantially in the form attached hereto as Exhibit D (the "Assignments and AssumptionsAssignment of Proprietary Rights"); (v) Assignments an Assignment of Proprietary Rights to be delivered by the Seller (including certain Affiliates of NYTMG who hold certain Purchased Assets) Station Licenses substantially in the form attached hereto as Exhibit E (the "Assignments Assignment of Proprietary RightsStation Licenses"); (vi) copies of all instruments, certificates, documents and other filings (if applicable) necessary or reasonably requested by the Purchaser to release the Purchased Assets from all Encumbrances other than Permitted Encumbrances and those Encumbrances set forth in Schedule 4.5(b) hereto, all in a Subscription Fulfillment Agreement substantially in form reasonably satisfactory to counsel for the form attached hereto as Exhibit F (the "Subscription Fulfillment Agreement") and the Seller shall make the payment required therebyPurchaser; (vii) a guarantee copies of The New York Times Companyall requisite Licenses, a New York corporation waivers, consents, approvals, authorizations, qualifications and other orders of any Governmental Authorities with competent jurisdiction over the corporate parent transactions contemplated hereby, and all requisite consents, approvals or waivers from third parties, which are necessary or reasonably requested by the Purchaser to effect the valid transfer and assignment of the Seller ("NYT"), substantially Purchased Assets to the Purchaser pursuant to this Agreement and to otherwise consummate the transactions contemplated hereby each in a form reasonably satisfactory to counsel for the form attached hereto as Exhibit GPurchaser; and (viii) copies all other instruments and certificates of conveyance and transfer as the waivers, consents and/or approvals listed Purchaser may reasonably request in Schedule 3.2 hereto (order to more effectively convey and transfer the "Required Consents"); (ix) copies of any documents and filings required in connection with the payment of transfer Taxes; and (x) documentation reasonably satisfactory Purchased Assets to the Purchaser that and to put the Asset Purchase does not trigger Connecticut's Real Property Transfer ActPurchaser in operational control of the Business, as amended (or for aiding, assisting, collecting and reducing to possession any of the "Connecticut Real Property Transfer Act"), Purchased Assets and exercising rights with respect to the Owned Real Property or any Leased Real Property, or, if it is determined that the Asset Purchase does trigger the Connecticut Real Property Transfer Act with respect to certain of the Owned or Leased Real Property for each such parcel of Owned or Leased Real Property (a) either (i) a properly completed and executed Form I (as that term is defined in the Connecticut Real Property Transfer Act) or (ii) a properly completed and executed Form II (as that term is defined in the Connecticut Real Property Transfer Act) and (b) documentation reasonably satisfactory to the Purchaser that the Form Is and/or Form IIs have been submitted to the Commissioner of Environmental Protection, as required under the Connecticut Real Property Transfer Act, and that those respective Form Is and/or Form IIs were the appropriate forms for filing under the Connecticut Real Property Transfer Actthereto.

Instruments of Transfer and Assignment. (i) a bargain and xxxx of sale deed to be delivered by each of the Seller Sellers substantially in the form attached hereto as Exhibit A (the "Grant Deed"“Xxxx of Sale”); (ii) an Assignment instrument of Lease or Leases assignment and assumption to be delivered by each of the Seller Sellers substantially in the form attached hereto as Exhibit B (the "Assignments of Leases"“Assignment and Assumption”); (iii) Bills an assignment and assumption of Sale the Real Property Leases to be delivered by each of the Sellers assigning a Real Property Lease substantially in the form attached hereto as Exhibit C-1 (the “Assignments and Assumptions for Leases”), or at the Purchaser’s request, in order for the Purchaser to obtain a leasehold policy of title insurance with respect to a Real Property Lease, a separate assignment and assumption for such Real Property Lease (substantially in the form attached hereto as Exhibit C-1), in recordable form, provided that such Real Property Lease expressly permits the recording of same; (iv) a special or limited warranty deed or the equivalent thereof with respect to the Owned Real Property to be delivered by each Seller conveying Owned Real Property (including certain Affiliates of NYTMG who hold certain Purchased Assetsthe “Deeds”) substantially in the form attached hereto as Exhibit C (the "Bills of Sale")C-2. The Deeds shall convey Owned Real Property subject only to Permitted Encumbrances; (ivv) Instruments assignments and assumptions of Assignment rights in and Assumption to Business Intellectual Property to be delivered by each of the Seller (including certain Affiliates of NYTMG who hold certain Purchased Assets or are obligated with respect to certain Assumed Liabilities) Sellers substantially in the form attached hereto as Exhibit D Exhibits D-1 and D-2 (the "“Assignments and Assumptions"Assumptions for Business Intellectual Property Rights”); (vvi) Assignments an assignment and assumption of Proprietary Rights the FCC Licenses to be delivered by the Seller (including certain Affiliates of NYTMG who hold certain Purchased Assets) NYTMS substantially in the form attached hereto as Exhibit E (the "“Assignments of Proprietary Rights"and Assumptions for FCC Licenses”); (vi) a Subscription Fulfillment Agreement substantially in the form attached hereto as Exhibit F (the "Subscription Fulfillment Agreement") and the Seller shall make the payment required thereby; (vii) certificates of title or origin (or like documents) with respect to any motor vehicles for which a guarantee certificate of The New York Times Companytitle or origin evidences title, together with properly completed assignments of such vehicles to be delivered by each of the Sellers in a New York corporation form mutually acceptable to Sellers and the corporate parent of Purchaser (the Seller ("NYT"“Assignments and Assumptions for Motor Vehicles”), substantially in the form attached hereto as Exhibit G; and; (viii) copies such other instruments of the waivers, consents and/or approvals listed in Schedule 3.2 hereto transfer as may be necessary to convey any Station Asset to Purchaser (the "Required Consents"“Other Assignments and Assumptions”); (ix) customary affidavits as required by title insurance companies for the issuance of a title insurance policy and the deletion of the standard exceptions contained in the title policies in form and substance reasonably acceptable to the Purchaser and the Sellers; and (x) copies of any documents and filings required filed or received by the Sellers in connection with the payment of transfer Taxes; and (x) documentation reasonably satisfactory Taxes for which the Sellers are liable or required to the Purchaser that the Asset Purchase does not trigger Connecticut's Real Property Transfer Act, as amended (the "Connecticut Real Property Transfer Act"), with respect to the Owned Real Property make a filing hereunder under any applicable government statute or any Leased Real Property, or, if it is determined that the Asset Purchase does trigger the Connecticut Real Property Transfer Act with respect to certain of the Owned or Leased Real Property for each such parcel of Owned or Leased Real Property (a) either (i) a properly completed and executed Form I (as that term is defined in the Connecticut Real Property Transfer Act) or (ii) a properly completed and executed Form II (as that term is defined in the Connecticut Real Property Transfer Act) and (b) documentation reasonably satisfactory to the Purchaser that the Form Is and/or Form IIs have been submitted to the Commissioner of Environmental Protection, as required under the Connecticut Real Property Transfer Act, and that those respective Form Is and/or Form IIs were the appropriate forms for filing under the Connecticut Real Property Transfer Actauthority.

Instruments of Transfer and Assignment. (i) a A bargain and sale deed or deeds, as the case may be, to be delivered by the Seller Lakeland in substantially in the form attached hereto as Exhibit A (the "Grant DeedDeeds"), conveying fee simple title to all of the Owned Real Property; (ii) an Assignment of Lease or Leases to be delivered by the Seller NYTMS in substantially in the form attached hereto as Exhibit B (the "Assignments Assignment of LeasesLease")) assigning the Gainesville Lease; (iii) Bills of a Bill xx Sale to be delivered by the each Seller (including certain Affiliates of NYTMG who hold certain Purchased Assets) substantially in the form attached hereto as Exhibit C (collectively, the "Bills of Sale"); (iv) Instruments an Instrument of Assignment and Assumption to be delivered by the each Seller (including certain Affiliates of NYTMG who hold certain Purchased Assets or are obligated with respect to certain Assumed Liabilities) substantially in the form attached hereto as Exhibit D (collectively, the "Assignments and Assumptions"); (v) Assignments an Assignment of Proprietary Rights to be delivered by the each Seller (including certain Affiliates of NYTMG who hold certain Purchased Assets) substantially in the form attached hereto as Exhibit E (collectively, the "Assignments of Proprietary Rights"); (vi) a Subscription Fulfillment an Escrow Agreement to be delivered by each Seller substantially in the form attached hereto as Exhibit F (the "Subscription Fulfillment Escrow Agreement") and the Seller shall make the payment required thereby); (vii) a guarantee of The New York Times Company, a New York corporation and the corporate parent of the Seller ("NYT"), substantially in the form attached hereto as Exhibit G; and (viii) copies of the waiversall instruments, consents and/or approvals listed in Schedule 3.2 hereto (the "Required Consents"); (ix) copies of any certificates, documents and other filings required in connection with (if applicable) necessary to release the payment of transfer Taxes; and (x) documentation reasonably satisfactory to the Purchaser that the Asset Purchase does not trigger Connecticut's Real Property Transfer Act, as amended (the "Connecticut Real Property Transfer Act"), with respect to the Owned Real Property or any Leased Real Property, or, if it is determined that the Asset Purchase does trigger the Connecticut Real Property Transfer Act with respect to certain of the Owned or Leased Real Property for each such parcel of Owned or Leased Real Property (a) either (i) a properly completed and executed Form I (as that term is defined in the Connecticut Real Property Transfer Act) or (ii) a properly completed and executed Form II (as that term is defined in the Connecticut Real Property Transfer Act) and (b) documentation reasonably satisfactory to the Purchaser that the Form Is and/or Form IIs have been submitted to the Commissioner of Environmental Protection, as required under the Connecticut Real Property Transfer Act, and that those respective Form Is and/or Form IIs were the appropriate forms for filing under the Connecticut Real Property Transfer Act.Purchased Assets from all Encumbrances other than

Instruments of Transfer and Assignment. (iA) a bargain Assignments and sale deed Assumptions of Lease, in form and substance reasonably acceptable to be delivered the Purchasers, duly executed by the each Seller substantially in the form attached hereto as Exhibit A (the "Grant Deed"); (ii) an Assignment of Lease or Leases to be delivered by the Seller substantially in the form attached hereto as Exhibit B Company (the "Assignments and Assumptions of LeasesLease"), assigning the Real Property Leases other than the Excluded Real Property Leases; (iiiB) Bills a Bill of Sale Sale, in form and substance reasonably acceptable to be delivered the Purcxxxxrs, duly executed by the each Seller (including certain Affiliates of NYTMG who hold certain Purchased Assets) substantially in the form attached hereto as Exhibit C Company (the "Bills Bill of Sale"); (ivC) Instruments of an Assignment and Assumptiox Xxreement, in form and substance reasonably acceptable to the Purchasers, duly executed by each Seller Company (the "Assignment and Assumption to be delivered by the Seller (including certain Affiliates of NYTMG who hold certain Purchased Assets or are obligated with respect to certain Assumed Liabilities) substantially in the form attached hereto as Exhibit D (the "Assignments and AssumptionsAgreement"); (vD) to the extent that any Proprietary Rights are included in the Purchased Assets, Assignments of Proprietary Rights Rights, in form and substance reasonably acceptable to be delivered the Purchasers, duly executed by the each Seller (including certain Affiliates of NYTMG who hold certain Purchased Assets) substantially in the form attached hereto as Exhibit E Company (the "Assignments of Proprietary Rights"); (viE) a Subscription Fulfillment Agreement substantially to the extent that any domain names are included in the Purchased Assets, domain name assignments in form attached hereto as Exhibit F and substance reasonably acceptable to the Purchasers, duly executed by each Seller Company (the "Subscription Fulfillment Agreement") and the Seller shall make the payment required thereby; (vii) a guarantee of The New York Times Company, a New York corporation and the corporate parent of the Seller ("NYT"), substantially in the form attached hereto as Exhibit G; and (viii) copies of the waivers, consents and/or approvals listed in Schedule 3.2 hereto (the "Required ConsentsDomain Name Assignments"); (ixF) copies of any documents and filings required in connection with the payment of transfer TaxesTaxes by the Seller Companies under Section 6.6(b); (G) payoff letters, in a form reasonably acceptable to the Purchasers, executed by the obligees of the capital leases and Liabilities described in Section 2.2(b)(vi) and (ix) of any and all Seller Companies which set forth the amount necessary to satisfy in full such Liabilities as of the Closing Date; (H) With respect to each Real Property Lease which is an Assumed Contract, the Seller Companies shall have obtained and delivered to the Purchasers a letter of estoppel in form and substance reasonably satisfactory to the Purchasers and the Purchasers' lenders, stating (i) that the applicable Real Property Lease is in full force and effect, (ii) that there is no default by the lessee thereunder, (iii) the date through which the rent has been paid, (iv) the expiration date of the Real Property Lease, and (v) such other statements reasonably requested by the Purchasers and their lenders and that are of a type customarily included in estoppel letters signed by lessors. Each such letter of consent and estoppel shall also consent to the assignment of the Real Property Lease by the applicable Seller Company to the applicable Purchaser; and (xI) documentation Such other deeds and instruments as may be reasonably satisfactory to requested by the Purchaser that the Asset Purchase does not trigger Connecticut's Real Property Transfer Act, as amended (the "Connecticut Real Property Transfer Act"), with respect to the Owned Real Property or any Leased Real Property, or, if it is determined that the Asset Purchase does trigger the Connecticut Real Property Transfer Act with respect to certain of the Owned or Leased Real Property for each such parcel of Owned or Leased Real Property (a) either (i) a properly completed and executed Form I (as that term is defined in the Connecticut Real Property Transfer Act) or (ii) a properly completed and executed Form II (as that term is defined in the Connecticut Real Property Transfer Act) and (b) documentation reasonably satisfactory to the Purchaser that the Form Is and/or Form IIs have been submitted to the Commissioner of Environmental Protection, as required under the Connecticut Real Property Transfer Act, and that those respective Form Is and/or Form IIs were the appropriate forms for filing under the Connecticut Real Property Transfer ActPurchasers.

Instruments of Transfer and Assignment. (i) A grant deed or deeds, as the case may be, in a bargain customary and sale deed usual form acceptable to be delivered by the Seller substantially in the form attached hereto as Exhibit A parties (the "Grant DeedDeeds"), conveying fee simple title to all of the Owned Real Property of the Lee-XXXC Stations; (ii) an Assignment a Bill xx Sale with respect to the Purchased Assets of Lease or Leases the Lee-XXXC Stations in a customary and usual form acceptable to be delivered by the Seller substantially in the form attached hereto as Exhibit B parties (the "Assignments of LeasesBill xx Sale"); (iii) Bills an Instrument of Sale Assignment and Assumption with respect to be delivered by the Seller (including certain Affiliates Purchased Assets of NYTMG who hold certain Purchased Assets) substantially the Lee-XXXC Stations and Assumed Liabilities of the Lee-XXXC Stations in a customary and usual form acceptable to the form attached hereto as Exhibit C parties (the "Bills of SaleAssignment and Assumption"); (iv) Instruments an Assignment of Assignment and Assumption to be delivered by the Seller (including certain Affiliates of NYTMG who hold certain Purchased Assets or are obligated Proprietary Rights with respect to certain Assumed Liabilities) the Lee-XXXC Stations substantially in a customary and usual form acceptable to the form attached hereto as Exhibit D parties (the "Assignments and Assumptions"); (v) Assignments of Proprietary Rights to be delivered by the Seller (including certain Affiliates of NYTMG who hold certain Purchased Assets) substantially in the form attached hereto as Exhibit E (the "Assignments Assignment of Proprietary Rights"); (v) copies of all instruments, certificates, documents and other filings (if applicable) necessary to release the Purchased Assets of the Lee-XXXC Stations from all Encumbrances other than Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 4.5(b) hereto, all in a form reasonably satisfactory to counsel for the Purchaser; (vi) a Subscription Fulfillment copies of all requisite Licenses, waivers, consents, approvals, authorizations, qualifications and other orders of any Governmental Authority with competent jurisdiction over the transactions contemplated hereby, and all requisite consents, approvals or waivers from third parties, which are necessary to effect the valid transfer and assignment of the Purchased Assets of the Lee-XXXC Stations to the Purchaser pursuant to this Agreement substantially in and to otherwise consummate the form attached hereto Asset Purchase, Stock Purchase and as Exhibit F (the "Subscription Fulfillment otherwise contemplated by this Agreement") and the Seller shall make the payment required thereby; (vii) a guarantee of The New York Times Company, a New York corporation and the corporate parent stock certificates representing all of the Seller ("NYT"), substantially outstanding shares of KOIN and SJL-Kansas duly endorsed or accompanied by duly executed stock powers in the form attached hereto as Exhibit G; and (viii) copies of the waivers, consents and/or approvals listed in Schedule 3.2 hereto blank (the "Required ConsentsStock Certificates"); (viii) all other documents, instruments and certificates required to be delivered by Lee-XXXC or the Acquired Companies pursuant to this Agreement or otherwise (ix) copies resignations of any documents all directors and filings required officers of the Acquired Companies which have been previously requested in connection with writing by Purchaser shall have been delivered to Purchaser, effective upon the payment of transfer TaxesClosing; and (x) documentation reasonably satisfactory to the Purchaser that the Asset Purchase does not trigger Connecticut's Real Property Transfer Actstock book, as amended (the "Connecticut Real Property Transfer Act")stock ledger, with respect to the Owned Real Property or any Leased Real Property, or, if it is determined that the Asset Purchase does trigger the Connecticut Real Property Transfer Act with respect to certain and minute book of each of the Owned or Leased Real Property for each such parcel of Owned or Leased Real Property (a) either (i) a properly completed and executed Form I (as that term is defined in the Connecticut Real Property Transfer Act) or (ii) a properly completed and executed Form II (as that term is defined in the Connecticut Real Property Transfer Act) and (b) documentation reasonably satisfactory to the Purchaser that the Form Is and/or Form IIs have been submitted to the Commissioner of Environmental Protection, as required under the Connecticut Real Property Transfer Act, and that those respective Form Is and/or Form IIs were the appropriate forms for filing under the Connecticut Real Property Transfer ActAcquired Companies.