Common use of Multi-Station Contracts Clause in Contracts

Multi-Station Contracts. Schedule 5.6 contains a list as of the date hereof of Contracts which are included in the Purchased Assets and to which one or more television stations of any of the Seller Parties or any of their Affiliates (an “Other Seller Station”) is party to, or has rights or obligations thereunder (any such contract or agreement, a “Multi-Station Contract”). The rights and obligations under the Multi-Station Contracts that are assigned to and assumed by Buyer (and included in the Purchased Assets and Assumed Liabilities, as the case may be) shall include only those rights and obligations under such Multi-Station Contracts that are applicable to the Station. The rights of each Other Seller Station with respect to such contract or agreement and the obligations of each Other Seller Station to such contract or agreement shall not be assigned to and assumed by Buyer (and shall be Excluded Assets and Excluded Liabilities, as applicable). For purposes of determining the scope of the rights and obligations of the Multi-Station Contracts, the rights and obligations under each Multi-Station Contract shall be equitably allocated among (1) the Station, on the one hand, and (2) the Other Seller Stations, on the other hand, in accordance with the following equitable allocation principles: (a) any allocation set forth in the Multi-Station Contract shall control; and (b) if there is no allocation in the Multi-Station Contract as described in clause (a) hereof, then any reasonable allocation (to be determined by mutual good faith agreement of the Seller Parties and Buyer) shall control. (c) Subject to any applicable third-party consents, such allocation and assignment with respect to any Multi-Station Contract shall be effectuated, at the election of the Buyer, by termination of such Multi-Station Contract in its entirety with respect to the Station and the execution of new contracts with respect to the Station or by an assignment to and assumption by Buyer of the related rights and obligations under such Multi-Station Contract. The parties shall use commercially reasonable efforts to obtain any such new contracts or assignments to, and assumptions by, Buyer in accordance with this Section 5.6; provided, that, completion of documentation of any such allocation under this Section 5.6 is not a condition to Closing.

Multi-Station Contracts. Section 5.6 of the Disclosure Schedule 5.6 contains a list as of the date hereof of Contracts each Contract which are is included in the Purchased Assets and to which one or more television stations of any of the Seller Parties or any of their Affiliates (an “Other Seller Station”) Station is party toparty, or has rights or obligations thereunder (any such contract or agreementContract, a “Multi-Station Contract”). The rights and obligations under the Multi-Station Contracts that are assigned to and assumed by Buyer (and included in the Purchased Assets and Assumed Liabilities, as the case may be) shall include only those rights and obligations under such Multi-Station Contracts that are applicable to the StationStations. The rights of each Other Seller Station with respect to such contract or agreement Contract and the obligations of each Other Seller Station to such contract or agreement Contract shall not be assigned to and assumed by Buyer (and shall be Excluded Assets and Excluded Liabilities, as applicable). For purposes of determining the scope of the rights and obligations of the Multi-Station Contracts, the rights and obligations under each Multi-Station Contract shall be equitably allocated among (1) the StationStations, on the one hand, and (2) the Other Seller Stations, on the other hand, in accordance with the following equitable allocation principles: (a) any allocation set forth in the Multi-Station Contract shall control; and; (b) if there is no allocation in the Multi-Station Contract as described in clause (a) hereof, then any reasonable allocation previously made by Seller or Tribune, as applicable, in the ordinary course of business shall control; or (c) if there is no reasonable allocation as described in clause (b) hereof, then reasonable accommodation (to be determined by mutual good faith agreement of the Seller Parties and Buyer) shall control. (c) . Subject to any applicable third-party consents, such allocation and assignment with respect to any Multi-Station Contract shall be effectuated, at the election of the as mutually agreed by Seller and Buyer, by termination of such Multi-Station Contract in its entirety with respect to the Station Stations and the execution of new contracts Contracts with respect to the Station Stations or by an assignment to and assumption by Buyer of the related rights and obligations related to the Stations under such Multi-Station Contract. The parties shall use commercially reasonable best efforts to obtain any such new contracts Contracts or assignments to, and assumptions by, Buyer in accordance with this Section 5.6; provided, that, completion of documentation of any such allocation under this Section 5.6 is not a condition to the Closing.

Multi-Station Contracts. Schedule 5.6 contains a list as of the date hereof of Contracts contracts and agreements which are included in the Purchased Assets and to which one or more television stations of any of the Seller Parties Parties, LIN or any of their respective Affiliates (an “Other Seller Station”) is party to, or has rights or obligations thereunder (any such contract or agreement, a “Multi-Station Contract”). The rights and obligations under the Multi-Station Contracts that are assigned to and assumed by Buyer (and included in the Purchased Assets and Assumed Liabilities, as the case may be) shall include only those rights and obligations under such Multi-Station Contracts that are applicable to the Station. The rights of each Other Seller Station with respect to such contract or agreement and the obligations of each Other Seller Station to such contract or agreement shall not be assigned to and assumed by Buyer (and shall be Excluded Assets and Excluded Liabilities, as applicable). For purposes of determining the scope of the rights and obligations of the Multi-Station Contracts, the rights and obligations under each Multi-Station Contract shall be equitably allocated among (1) the Station, on the one hand, and (2) the Other Seller Stations, on the other hand, in accordance with the following equitable allocation principles: (a) any allocation set forth in the Multi-Station Contract shall control; and; (b) if there is no allocation in the Multi-Station Contract as described in clause (a) hereof, then any reasonable allocation previously made by the Seller Parties or their Affiliates in the ordinary course of business shall control; (c) if there is no reasonable allocation as described in clause (b) hereof, then the quantifiable proportionate benefits and obligations to be received and performed, as the case may be, by the Seller Parties and Buyer and their respective Affiliates after the Effective Time (to be determined by mutual good faith agreement of the Seller Parties and Buyer) shall control.; and (d) if there are no quantifiable proportionate benefits and obligations as described in clause (c) hereof, then reasonable accommodation (to be determined by mutual good faith agreement of the Seller Parties and Buyer) shall control. Subject to any applicable third-party consents, such allocation and assignment with respect to any Multi-Station Contract shall be effectuated, at the election of the Seller Parties (in consultation with the Buyer), by termination of such Multi-Station Contract in its entirety with respect to the Station and the execution of new contracts with respect to the Station or by an assignment to and assumption by Buyer of the related rights and obligations under such Multi-Station Contract. The parties shall use commercially reasonable efforts to obtain any such new contracts or assignments to, and assumptions by, Buyer in accordance with this Section 5.6; provided, that, completion of documentation of any such allocation under this Section 5.6 is not a condition to Closing.

Multi-Station Contracts. Schedule 5.6 contains a list as of In the date hereof of Contracts which are included in the Purchased Assets and to which event that one or more television stations of any of the Seller Parties or any of their Affiliates (an “Other Seller Station”) Stations is party to, or has rights or obligations thereunder with respect to, an Assumed Contract (any such contract or agreement, a “Multi-Station Contract”). The , the rights and obligations under the such Multi-Station Contracts Contract that are assigned to and assumed by Buyer (and included in the Purchased Station Assets and Assumed Liabilities, as the case may be) shall include only those rights and obligations under such Multi-Station Contracts Contract that are applicable to the Station. The rights of each Other Seller Station with respect to such contract or agreement Contract and the obligations of each Other Seller Station to such contract or agreement Contract shall not be assigned to and assumed by Buyer (and shall be Excluded Assets and Excluded Liabilities, as applicable). For purposes of determining the scope of the rights and obligations of the Multi-Station Contracts, the rights and obligations under each Multi-Station Contract shall be equitably allocated among (1) the Station, on the one hand, and (2) the Other Seller Stations, on the other hand, in accordance with the following equitable allocation principles: (a) any allocation set forth in the Multi-Station Contract shall control; and; (b) if there is no allocation in the Multi-Station Contract as described in clause (a) hereof, then any reasonable allocation previously made by the Seller or its Affiliates in the ordinary course of business and disclosed on Schedule 2.10(b) shall control; (c) if there is no reasonable allocation as described in clause (b) hereof, then the quantifiable proportionate benefits and obligations to be received and performed, as the case may be, by the Seller and Buyer and their respective Affiliates after the Effective Time (to be determined by mutual good faith agreement of the Seller Parties and Buyer) shall control; and (d) if there are no quantifiable proportionate benefits and obligations as described in clause (c) hereof, then reasonable accommodation (to be determined by mutual good faith agreement of the Seller and Buyer) shall control. (ce) Subject to any applicable third-party consentsConsents, such allocation and assignment with respect to any Multi-Station Contract shall be effectuated, at the election of the BuyerSeller, by termination of such Multi-Station Contract in its entirety with respect to the Station and the execution of new contracts with respect to the Station or by an assignment to and assumption by Buyer of the related rights and obligations under such Multi-Station Contract. The parties shall use commercially reasonable efforts to obtain any such new contracts or assignments to, and assumptions by, Buyer in accordance with this Section 5.62.10 and Section 2.05; provided, that, completion of documentation of any such allocation under this Section 5.6 2.10 is not a condition to ClosingClosing unless such Multi-Station Contract is listed on and disclosed on Schedule 10.03(e).

Multi-Station Contracts. Schedule 5.6 contains a list as of In the date hereof of Contracts which are included in the Purchased Assets and to which event that one or more television stations of any of the Seller Parties or any of their Affiliates (an “Other Seller Station”) Stations is party to, or has rights or obligations thereunder with respect to, an Assumed Contract (any such contract or agreement, a “Multi-Station Contract”). The , the rights and obligations under the such Multi-Station Contracts Contract that are assigned to and assumed by Buyer (and included in the Purchased Station Assets and Assumed Liabilities, as the case may be) shall include only those rights and obligations under such Multi-Station Contracts Contract that are applicable to the Station. The rights of each Other Seller Station with respect to such contract or agreement Contract and the obligations of each Other Seller Station to such contract or agreement Contract shall not be assigned to and assumed by Buyer (and shall be Excluded Assets and Excluded Liabilities, as applicable). For purposes of determining the scope of the rights and obligations of the Multi-Station Contracts, the rights and obligations under each Multi-Station Contract shall be equitably allocated among (1) the Station, on the one hand, and (2) the Other Seller Stations, on the other hand, in accordance with the following equitable allocation principles: (a) any allocation set forth in the Multi-Station Contract shall control; and; (b) if there is no allocation in the Multi-Station Contract as described in clause (a) hereof, then any reasonable allocation previously made by WTGS TV, the LIN Companies, the Seller or their respective Affiliates in the ordinary course of business and disclosed on Schedule 2.10(b) shall control; (c) if there is no reasonable allocation as described in clause (b) hereof, then the quantifiable proportionate benefits and obligations to be received and performed, as the case may be, by WTGS TV, the Seller and Buyer and their respective Affiliates after the Effective Time (to be determined by mutual good faith agreement of the Seller Parties and Buyer) shall control; and (d) if there are no quantifiable proportionate benefits and obligations as described in clause (c) hereof, then reasonable accommodation (to be determined by mutual good faith agreement of the Seller and Buyer) shall control. (ce) Subject to any applicable third-party consentsConsents, such allocation and assignment with respect to any Multi-Station Contract shall be effectuated, at the election of the BuyerSeller, by termination of such Multi-Station Contract in its entirety with respect to the Station and the execution of new contracts with respect to the Station or by an assignment to and assumption by Buyer of the related rights and obligations under such Multi-Station Contract. The parties shall use commercially reasonable efforts to obtain any such new contracts or assignments to, and assumptions by, Buyer in accordance with this Section 5.62.10 and Section 2.05; provided, that, completion of documentation of any such allocation under this Section 5.6 2.10 is not a condition to ClosingClosing unless such Multi-Station Contract is listed on and disclosed on Schedule 10.03(e).

Multi-Station Contracts. Schedule 5.6 contains a list as of In the date hereof of Contracts which are included in the Purchased Assets and to which event that one or more television stations of any of the Seller Parties or any of their Affiliates (an “Other Seller Station”) Stations is party to, or has rights or obligations thereunder with respect to, an Assumed Contract (any such contract or agreement, a “Multi-Station Contract”). The , the rights and obligations under the such Multi-Station Contracts Contract that are assigned to and assumed by Buyer (and included in the Purchased Station Assets and Assumed Liabilities, as the case may be) shall include only those rights and obligations under such Multi-Station Contracts Contract that are applicable to either or both of the StationStations. The rights of each Other Seller Station with respect to such contract or agreement Contract and the obligations of each Other Seller Station to such contract or agreement Contract shall not be assigned to and assumed by Buyer (and shall be Excluded Assets and Excluded Liabilities, as applicable). For purposes of determining the scope of the rights and obligations of the Multi-Station Contracts, the rights and obligations under each Multi-Station Contract shall be equitably allocated among (1) the StationStations, on the one hand, and (2) the Other Seller Stations, on the other hand, in accordance with the following equitable allocation principles: (a) any allocation set forth in the Multi-Station Contract shall control; and; (b) if there is no allocation in the Multi-Station Contract as described in clause (a) hereof, then any reasonable allocation previously made by the LIN Companies, the Seller or their respective Affiliates in the ordinary course of business and disclosed on Schedule 2.10(b) shall control; (c) if there is no reasonable allocation as described in clause (b) hereof, then the quantifiable proportionate benefits and obligations to be received and performed, as the case may be, by the Seller and Buyer and their respective Affiliates after the Effective Time (to be determined by mutual good faith agreement of the Seller Parties and Buyer) shall control; and (d) if there are no quantifiable proportionate benefits and obligations as described in clause (c) hereof, then reasonable accommodation (to be determined by mutual good faith agreement of the Seller and Buyer) shall control. (ce) Subject to any applicable third-party consentsConsents, such allocation and assignment with respect to any Multi-Station Contract shall be effectuated, at the election of the BuyerSeller, by termination of such Multi-Station Contract in its entirety with respect to the Station Stations and the execution of new contracts with respect to the Station Stations or by an assignment to and assumption by Buyer of the related rights and obligations under such Multi-Station Contract. The parties shall use commercially reasonable efforts to obtain any such new contracts or assignments to, and assumptions by, Buyer in accordance with this Section 5.62.10 and Section 2.05; provided, that, completion of documentation of any such allocation under this Section 5.6 2.10 is not a condition to ClosingClosing unless such Multi-Station Contract is listed on and disclosed on Schedule 10.03(e).

Multi-Station Contracts. Schedule 5.6 contains a list as of (a) In the date hereof of Contracts which are included in the Purchased Assets and to which event that one or more television stations of any of the Seller Parties or any of their Affiliates (an “Other Seller Station”) Stations is party to, or has rights or obligations thereunder with respect to, an Assumed Contract (any each such contract or agreementAssumed Contract, as indicated on Section 3.08(a) of the Disclosure Schedules, a “Multi-Station Contract”). The , the rights and obligations under the such Multi-Station Contracts Contract that are assigned to and assumed by Buyer (and included in the Purchased Assets and Assumed Liabilities, as the case may be) shall include only those rights and obligations under such Multi-Station Contracts Contract that are applicable to the a Station. The rights of each Other Seller Station with respect to such contract or agreement Contract and the obligations of each Other Seller Station to such contract or agreement Contract shall not be assigned to and assumed by Buyer (and shall be Excluded Assets and Excluded Liabilities, as applicable). For purposes of determining the scope of the rights and obligations of the Multi-Station Contracts, the rights and obligations under each Multi-Station Contract shall be equitably allocated among (1) the applicable Station, on the one hand, and (2) the Other Seller Stations, on the other hand, in accordance with the following equitable allocation principles: (ai) any allocation set forth in the Multi-Station Contract shall control; and; (bii) if there is no allocation in the Multi-Station Contract as described in clause (ai) hereof, then any reasonable allocation previously made by Xxxxxxxx, Tribune or their respective Affiliates in the ordinary course of business and disclosed on Section 2.09(a)(ii) of the Disclosure Schedules shall control; (iii) if there is no reasonable allocation as described in clause (ii) hereof, then the quantifiable proportionate benefits and obligations to be received and performed, as the case may be, by Xxxxxxxx and Buyer and their respective Affiliates after the Effective Time (to be determined by mutual good faith agreement of the Seller Parties Xxxxxxxx and Buyer) shall control; and (iv) if there are no quantifiable proportionate benefits and obligations as described in clause (iii) hereof, then reasonable accommodation (to be determined by mutual good faith agreement of Xxxxxxxx and Buyer) shall control. (cb) Subject to any applicable third-party consents, such allocation and assignment with respect to any Multi-Station Contract shall be effectuated, at the election of Xxxxxxxx with the Buyerconsent of Buyer (not to be unreasonably withheld, conditioned or delayed), by termination of such Multi-Station Contract in its entirety with respect to the applicable Station and the execution of new contracts Contracts with respect to the such Station or by an assignment to and assumption by Buyer of the related rights and obligations under such Multi-Station Contract. The parties Buyer and Xxxxxxxx shall, and Xxxxxxxx shall use commercially reasonable best efforts to cause Tribune to, use reasonable best efforts to obtain any such new contracts Contracts or assignments to, and assumptions by, Buyer in accordance with this Section 5.62.09 and Section 2.05; provided, that, completion of documentation of any such allocation under this Section 5.6 2.09 is not a condition to Closing.

Multi-Station Contracts. Schedule 5.6 contains a list as of the date hereof of Contracts each Contract which are is included in the Purchased Assets and to which one or more television stations of any of the Seller Parties or any of their Affiliates (an “Other Seller Station”) Station is party toparty, or has rights or obligations thereunder (any such contract or agreementContract, a “Multi-Station Contract”). The rights and obligations under the Multi-Station Contracts that are assigned to and assumed by Buyer (and included in the Purchased Assets and Assumed Liabilities, as the case may be) shall include only those rights and obligations under such Multi-Station Contracts that are applicable to the StationStations. The rights of each Other Seller Station with respect to such contract or agreement Contract and the obligations of each Other Seller Station to such contract or agreement Contract shall not be assigned to and assumed by Buyer (and shall be Excluded Assets and Excluded Liabilities, as applicable,). For purposes of determining the scope of the rights and obligations of the Multi-Station Contracts, the rights and obligations under each Multi-Station Contract shall be equitably allocated among (1) the StationStations, on the one hand, and (2) the Other Seller Stations, on the other hand, in accordance with the following equitable allocation principles: (a) any allocation set forth in the Multi-Station Contract shall control; and; (b) if there is no allocation in the Multi-Station Contract as described in clause (a) hereof, then any then reasonable allocation accommodation (to be determined by mutual good faith agreement of the Seller Parties and Buyer) shall control.; and (c) Subject subject to any applicable third-party consents, such allocation and assignment with respect to any Multi-Station Contract shall be effectuatedeffectuated in accordance with the allocation principles in this Section 5.6, at the election of the BuyerSeller, by either (i) termination of such Multi-Station Contract in its entirety with respect to the Station Stations and the execution of new contracts Contracts with respect to the Station Stations or (ii) by an a partial assignment to and assumption by Buyer of the related rights and obligations under such Multi-Station Contract. The parties shall use commercially reasonable best efforts to obtain any such new contracts Contracts or assignments to, and assumptions by, Buyer in accordance with this Section 5.6; provided, that, completion of documentation of any such allocation under this Section 5.6 is not a condition to the Closing.

Multi-Station Contracts. Schedule 5.6 6.13 contains a list as of the date hereof of Contracts which are included in the Purchased Assets and to which one or more television stations of any Seller, Seller or an Affiliate of Seller (other than the Seller Parties or any of their Affiliates Stations) (each, an “Other Seller Station”) is party to, or has rights or obligations thereunder (any such contract or agreementContract, a “Multi-Station Contract”). The rights and obligations under the Multi-Station Contracts that are assigned to and assumed by Buyer (and included in be allocated to the Purchased Assets and Assumed Liabilities, as the case may be) Acquired Companies shall include only those rights and obligations under such Multi-Station Contracts that are applicable to the StationStations. The rights of each Other Seller Station with respect to such contract or agreement Multi-Station Contracts and the obligations of each Other Seller Station to such contract or agreement Multi-Station Contracts shall not be assigned allocated to and assumed by Buyer (and shall be Excluded Assets and Excluded Liabilities, as applicable)the Acquired Companies. For purposes of determining the scope of the rights and obligations of the Multi-Station Contracts, the rights and obligations under each Multi-Station Contract shall be equitably allocated among (1) the StationStations, on the one hand, and (2) the Other Seller Stations, on the other hand, in accordance with the following equitable allocation principles: (a) any allocation set forth in the Multi-Station Contract shall control; andor (b) if there is no allocation in the Multi-Station Contract as described in clause (a) hereof, then any reasonable allocation accommodation (to be determined by mutual good faith agreement of the Seller Parties and Buyer) shall control. (c) . Subject to any applicable third-party consents, such allocation and assignment with respect to any Multi-Multi- Station Contract shall be effectuated, at the election of the as mutually agreed by Seller and Buyer, by termination of such Multi-Station Contract in its entirety with respect to the Station Stations and the execution of new contracts with respect to the Station Stations or by an assignment to and assumption by Buyer the applicable Acquired Company of the related rights and obligations under such Multi-Station Contract. The parties shall use commercially reasonable efforts to obtain any such new contracts or assignments to, and assumptions by, Buyer the Acquired Companies in accordance with this Section 5.66.13; provided, that, completion of documentation of any such allocation under this Section 5.6 6.13 is not a condition to Closing.

Multi-Station Contracts. Schedule 5.6 contains a list as of In the date hereof of Contracts which are included in the Purchased Assets and to which event that one or more television stations of any of the Seller Parties or any of their Affiliates (an “Other Seller Station”) Stations is party to, or has rights or obligations thereunder with respect to, an Assumed Contract (any such contract or agreement, a “Multi-Station Contract”). The , the rights and obligations under the such Multi-Station Contracts Contract that are assigned to and assumed by Buyer (and included in the Purchased Assets and Assumed Liabilities, as the case may be) shall include only those rights and obligations under such Multi-Station Contracts Contract that are applicable to the Station. The rights of each Other Seller Station with respect to such contract or agreement Contract and the obligations of each Other Seller Station to such contract or agreement Contract shall not be assigned to and assumed by Buyer (and shall be Excluded Assets and Excluded Liabilities, as applicable). For purposes of determining the scope of the rights and obligations of the Multi-Station Contracts, the rights and obligations under each Multi-Station Contract shall be equitably allocated among (1) the Station, on the one hand, and (2) the Other Seller Stations, on the other hand, in accordance with the following equitable allocation principles: (a) any allocation set forth in the Multi-Station Contract shall control; and; (b) if there is no allocation in the Multi-Station Contract as described in clause (a) hereof, then any reasonable allocation previously made by Xxxxxxxxxx Company, Seller or their Affiliates in the ordinary course of business and disclosed on Schedule 2.10(b) shall control; (c) if there is no reasonable allocation as described in clause (b) hereof, then the quantifiable proportionate benefits and obligations to be received and performed, as the case may be, by Seller and Buyer and their respective Affiliates after the Effective Time (to be determined by mutual good faith agreement of the Seller Parties and Buyer) shall control; and (d) if there are no quantifiable proportionate benefits and obligations as described in clause (c) hereof, then reasonable accommodation (to be determined by mutual good faith agreement of Seller and Buyer) shall control. (ce) Subject to any applicable third-party consentsConsents, such allocation and assignment with respect to any Multi-Station Contract shall be effectuated, at the election of the BuyerSeller, by termination of such Multi-Station Contract in its entirety with respect to the Station and the execution of new contracts with respect to the Station or by an assignment to and assumption by Buyer of the related rights and obligations under such Multi-Station Contract. The parties shall use commercially reasonable efforts to obtain any such new contracts or assignments to, and assumptions by, Buyer in accordance with this Section 5.62.10 and Section 2.05; provided, that, completion of documentation of any such allocation under this Section 5.6 2.10 is not a condition to ClosingClosing unless such Multi-Station Contract is listed on and disclosed on Schedule 10.03(e).

Multi-Station Contracts. Schedule 5.6 contains a list as For purposes of the date hereof of Contracts which are included this Agreement, “Multi-Station Contract” means any contract, agreement or lease used in the Purchased Assets and to which Business that one or more television stations of any of the Seller Parties or any of their Affiliates (an “Other Seller Station”) Schurz Business is party to, or has rights or obligations thereunder (any such contract or agreementwith respect to, a and “Material Multi-Station Contract”)” means any Multi-Station Contract for which (a) the obligations under such contract, agreement or lease require payment by a Seller in excess of One Hundred Thousand Dollars ($100,000) annually, or (b) the rights under such contract, agreement or lease entitle a Seller to receive in excess of One Hundred Thousand Dollars ($100,000) annually. Schedule 1.9 includes a list, as of the date hereof, of the Material Multi-Station Contracts. The rights and obligations under the each Multi-Station Contracts Contract that are is assigned to and assumed by Buyer (and included in the Purchased Assets and Assumed LiabilitiesObligations, as the case may be) shall include only those rights and obligations under such Multi-Station Contracts Contract to the extent that they are applicable to the StationStations. The rights of each Other Seller Station Schurz Business with respect to such contract or agreement Multi-Station Contract and the obligations of each Other Seller Station Schurz Business to such contract or agreement Multi-Station Contract shall not be assigned to and assumed by Buyer (and shall be Excluded Assets and Retained Obligations, as the case may be). Subject to the provisions of this Section 1.9, the Purchased Assets shall include those rights to the extent relating to the Business which are attributable to the period from and after the Effective Time under a Multi-Station Contract, subject to the terms and conditions of such Multi-Station Contract (such rights, the “Multi-Station Contract Rights”), and the Assumed Obligations shall include both those obligations assumed under Section 1.3(a)(vi) and those obligations to the extent relating to the Business which are attributable to the period from and after the Effective Time under a Multi-Station Contract, subject to the terms and conditions of each such Multi-Station Contract (such obligations, the “Multi-Station Contract Obligations”). All rights and obligations which arise under a Multi-Station Contract other than the Multi-Station Contract Rights and the Multi-Station Contract Obligations shall in all cases be included in the Excluded LiabilitiesAssets and the Retained Obligations, as applicable). For purposes of determining the scope of the rights Multi-Station Contract Rights and obligations of the Multi-Station ContractsContract Obligations, the rights and obligations under each Multi-Station Contract shall be equitably allocated among (1) the StationStations, on the one hand, and (2) the Other Seller StationsSchurz Business, on the other hand, in accordance with the following equitable allocation principles: (a) any allocation set forth in the Multi-Station Contract shall control; and (b) if there is no allocation in the Multi-Station Contract as described in clause (a) hereof, then any reasonable allocation (to be determined by mutual good faith agreement of the Seller Parties and Buyer) shall control. (c) Subject to any applicable third-party consents, such allocation and assignment with respect to any Multi-Station Contract shall be effectuated, at the election of the Buyer, by termination of such Multi-Station Contract in its entirety with respect to the Station and the execution of new contracts with respect to the Station or by an assignment to and assumption by Buyer of the related rights and obligations under such Multi-Station Contract. The parties shall use commercially reasonable efforts to obtain any such new contracts or assignments to, and assumptions by, Buyer in accordance with this Section 5.6; provided, that, completion of documentation of any such allocation under this Section 5.6 is not a condition to Closing.

Multi-Station Contracts. Schedule 5.6 contains a list as For purposes of the date hereof of Contracts which are included this Agreement, “Multi-Station Contract” means any contract, agreement or lease used in the Purchased Assets and to which Business that one or more television stations of any of the Seller Parties or any of their Affiliates (an “Other Seller Station”) Stations is party to, or has rights or obligations thereunder (with respect to, and “Material Multi- Station Contract” means any such contract or agreement, a “Multi-Station Contract”)Contract for which (a) the obligations under such contract, agreement or lease require payment by Seller in excess of $50,000 annually, or (b) the rights under such contract, agreement or lease entitle Seller to receive in excess of $50,000 annually. Schedule 1.11 includes a list, as of the date hereof, of the Material Multi-Station Contracts. The rights and obligations under the each Multi-Station Contracts Contract that are is assigned to and assumed by Buyer (and included in the Purchased Assets and Assumed LiabilitiesObligations, as the case may be) shall include only those rights and obligations under such Multi-Station Contracts Contract to the extent that they are applicable to the StationStations. The rights of each Other Seller Station with respect to such contract or agreement Multi-Station Contract and the obligations of each Other Seller Station with respect to such contract or agreement Multi-Station Contract shall not be assigned to and assumed by Buyer (and shall be Excluded Assets and Retained Obligations, as the case may be). Subject to the provisions of this Section 1.11, the Purchased Assets shall include those rights to the extent relating to the Business which are attributable to the period from and after the Effective Time under a Multi- Station Contract, subject to the terms and conditions of such Multi-Station Contract (such rights, the “Multi-Station Contract Rights”), and the Assumed Obligations shall include those obligations to the extent relating to the Business which are attributable to the period from and after the Effective Time under a Multi-Station Contract, subject to the terms and conditions of each such Multi-Station Contract (such obligations, the “Multi-Station Contract Obligations”). All rights and obligations which arise under a Multi-Station Contract other than the Multi-Station Contract Rights and the Multi-Station Contract Obligations shall in all cases be included in the Excluded LiabilitiesAssets and the Retained Obligations, as applicable). For purposes of determining the scope of the rights Multi-Station Contract Rights and obligations of the Multi-Station ContractsContract Obligations, the rights and obligations under each Multi-Station Contract shall be equitably allocated among (1) the StationStations, on the one hand, and (2) the Other Seller Stations, on the other hand, in accordance with the following equitable allocation principles: (a) any allocation set forth in the Multi-Station Contract shall control; and (b) if there is no allocation in the Multi-Station Contract as described in clause (a) hereof, then any reasonable allocation (to be determined by mutual good faith agreement of the Seller Parties and Buyer) shall control. (c) Subject to any applicable third-party consents, such allocation and assignment with respect to any Multi-Station Contract shall be effectuated, at the election of the Buyer, by termination of such Multi-Station Contract in its entirety with respect to the Station and the execution of new contracts with respect to the Station or by an assignment to and assumption by Buyer of the related rights and obligations under such Multi-Station Contract. The parties shall use commercially reasonable efforts to obtain any such new contracts or assignments to, and assumptions by, Buyer in accordance with this Section 5.6; provided, that, completion of documentation of any such allocation under this Section 5.6 is not a condition to Closing.