Common use of SECTION 1031 ASSET EXCHANGE Clause in Contracts

SECTION 1031 ASSET EXCHANGE. Buyer acknowledges that Seller may --------------------------- designate that the transfer of the Station Assets contemplated by this Agreement will be part of an exchange of assets that will qualify, pursuant to Section 1031 of the Internal Revenue Code and regulations thereunder, as a deferred like-kind exchange by Seller. It is expressly acknowledged that Seller, its assignee or transferee, may, at or prior to Closing, assign its rights (in whole or in part) under this Agreement to a qualified intermediary as defined in Treasury regulation section 1.1031(k)-1(g)(4), or a similar entity or arrangement ("Qualified Intermediary"), subject to all of Seller's rights and obligations herein and shall promptly provide written notice of such assignment to Buyer. Buyer shall cooperate with the reasonable requests of the Seller's Qualified Intermediary in arranging and effecting this exchange and any additional exchange as would qualify under Section 1031 of the Internal Revenue Code. Without limiting the generality of the foregoing, if Seller has given notice of its intention to effect an exchange using a Qualified Intermediary, Buyer shall promptly provide Seller with written acknowledgment of such notice. If requested by Seller, Buyer shall pay the Purchase Price for the Station Assets to the Qualified Intermediary of Seller (and not to Seller), and such payment shall satisfy the obligations of Buyer to make payment of the Purchase Price herein. Seller's assignment to a Qualified Intermediary will not relieve Seller of any of its duties or obligations herein. Except for the obligations of Buyer set forth in this Section, Buyer shall not have any liability or obligation to Seller for the failure of the contemplated exchange to qualify as a like kind exchange under Section 1031 of the Internal Revenue Code unless such failure is the result of the material breach by Buyer of its representations, warranties, covenants and obligations herein.

SECTION 1031 ASSET EXCHANGE. Buyer acknowledges that (a) Seller may --------------------------- designate that desire to effect the transfer and conveyance of the Station Assets contemplated by this Agreement will be as part of an exchange of assets that will qualify, pursuant to Section 1031 of the Internal Revenue Code and regulations thereunder, as a deferred like-kind exchange by Sellerunder Section 1031 of the Code for other like-kind assets to be identified and acquired with the Purchase Price. It is expressly acknowledged that SellerIn order to effect the deferred like-kind exchange, Seller may give written notice to Buyer of its assignee or transferee, may, intention to effect the deferred like-kind exchange. Seller may at any time at or prior to Closing, the Closing assign its rights (in whole right to receive the Purchase Price, or in part) any part thereof, under this Agreement to a "qualified intermediary intermediary" as defined in Treasury regulation section Treas. Reg. Sec. 1.1031(k)-1(g)(4), subject to all of Buyer's rights and obligations hereunder, and shall promptly provide written notice of such assignment to all parties hereto. Buyer shall cooperate with all reasonable requests of Seller and Seller's qualified intermediary in arranging and effecting the deferred like-kind exchange as one which qualifies under Section 1031 of the Code; provided, however, that Buyer shall not incur any tax disadvantage as a result of its cooperation and the Closing shall not be delayed. Buyer shall in no event be responsible for Seller's failure to obtain Section 1031 treatment with respect to the disposition of the Station Assets. Without limiting the generality of the foregoing, at the Closing Buyer shall, at Seller's request, deliver to Seller an Assignment, Acceptance and Notice and a Reassignment and Assumption Agreement substantially in the form of Exhibit B and C (together, the "QUALIFIED INTERMEDIARY DOCUMENTS"). (b) Buyer may desire to effect the acquisition of the Station Assets as part of a deferred like-kind exchange under Section 1031 of the Code in lieu of buying such assets hereunder. In order to effect the deferred like-kind exchange, Buyer may give written notice to Seller of its intention to effect the deferred like-kind exchange. Buyer may at any time at or prior to the Closing assign its rights to purchase the Station Assets to a similar entity or arrangement ("Qualified Intermediary"qualified intermediary" as defined in Treas. Reg. Sec. 1.1031(k)-1(g)(4), subject to all of Seller's rights and obligations herein hereunder, and shall promptly provide written notice of such assignment to Buyerall parties hereto. Buyer Seller shall cooperate with the all reasonable requests of the SellerBuyer and Buyer's Qualified Intermediary qualified intermediary in arranging and effecting this exchange and any additional the deferred like-kind exchange as would qualify one which qualifies under Section 1031 of the Internal Revenue Code; provided, however, that Seller shall not incur any tax disadvantage as a result of its cooperation and the Closing shall not be delayed. Seller shall in no event be responsible for Buyer's failure to obtain Section 1031 treatment with respect to the acquisition of the Station Assets. Without limiting the generality of the foregoing, if at the Closing Seller has given notice of its intention to effect an exchange using a Qualified Intermediaryshall, Buyer shall promptly provide Seller with written acknowledgment of such notice. If requested by Sellerat Buyer's request, Buyer shall pay the Purchase Price for the Station Assets to the Qualified Intermediary of Seller (and not to Seller), and such payment shall satisfy the obligations of Buyer to make accept payment of the Purchase Price herein. Sellerfrom Buyer's assignment to a Qualified Intermediary will not relieve Seller of any of its duties or obligations herein. Except for qualified intermediary rather than from Buyer, which payment shall discharge the obligations obligation of Buyer set forth in this Section, Buyer shall not have any liability or obligation to Seller for pay the failure of the contemplated exchange to qualify as a like kind exchange under Section 1031 of the Internal Revenue Code unless such failure is the result of the material breach by Buyer of its representations, warranties, covenants and obligations hereinPurchase Price.

SECTION 1031 ASSET EXCHANGE. Buyer acknowledges that The Seller may --------------------------- designate intends that the transfer of the Station Stations Assets contemplated by this Agreement will be part of an exchange of assets that will qualify, pursuant to Section 1031 of the Internal Revenue Code and regulations thereunder, as a deferred like-kind exchange by Seller. It In keeping with that intention, it is expressly acknowledged that Seller, its assignee or transferee, may, at or prior to Closing, assign its rights (in whole or in part) under this Agreement to a qualified intermediary as defined in Treasury regulation section 1.1031(k)-1(g)(4), or a similar entity or arrangement ("Qualified Intermediary"), subject to all of Seller's rights and obligations herein and shall promptly provide written notice of such assignment to Buyer. Buyer shall cooperate with the reasonable requests of the Seller's Qualified Intermediary in arranging and effecting this exchange and any additional exchange as would qualify under Section 1031 of the Internal Revenue Code; provided that, Seller shall reimburse to Buyer any incremental costs and expenses incurred by Buyer as a result of Seller's use of a Qualified Intermediary to consummate the transactions contemplated herein. Without limiting the generality of the foregoing, if Seller has given notice of its intention to effect an exchange using a Qualified Intermediary, Buyer shall promptly provide Seller with written acknowledgment of such notice. If requested by Seller, Buyer shall pay the Purchase Price for the Station Stations Assets to the Qualified Intermediary of Seller (and not to Seller), and such payment shall satisfy the obligations of Buyer to make payment of the Purchase Price herein. Seller's assignment to a Qualified Intermediary will not relieve Seller of any of its duties or obligations herein. Except for the obligations of Buyer set forth in this Section, Buyer shall not have any liability or obligation to Seller for the failure of the contemplated exchange to qualify as a like kind exchange under Section 1031 of the Internal Revenue Code unless such failure is the result of the material breach by Buyer of its representations, warranties, covenants and obligations herein.

SECTION 1031 ASSET EXCHANGE. Buyer acknowledges (a) The parties acknowledge that Seller each may --------------------------- designate that the transfer of the Station Assets contemplated by this Agreement will be part of an desire to effectuate a tax-deferred exchange of assets that will qualify, pursuant to Section 1031 of the Internal Revenue Code (the "Code"), which may include a non-simultaneous exchange, with respect to the sale and regulations thereunderacquisition of the Sale Assets. The parties agree to cooperate with the other in connection therewith, provided each party participating in such an exchange agrees to hold the other free and harmless of, and indemnify the other from, any liabilities, claims, costs, damages, expenses and fees (including attorneys' fees) which may arise out of said party's participation in a tax- deferred exchange, including without limitation any claims by the Internal Revenue Service. (b) Sellers may identify and acquire additional assets (the "Exchange Assets") in lieu of the Purchase Price and exchange such Exchange Assets for the Sale Assets in lieu of the Purchase Price. Therefore, Sellers may elect prior to the Closing Date to effect the acquisition of such Exchange Assets connected with the transfer and conveyance of the Sale Assets hereunder as a deferred like-kind part of an exchange by Sellerunder Section 1031 of the Code, in lieu of receiving the Purchase Price hereunder. It is expressly acknowledged that SellerIf Sellers so elect, its assignee or transfereethey shall provide written notice to Buyer of their election prior to the closing Date, may, and thereafter (i) shall at any time at or prior to Closing, closing assign its their rights (in whole or in part) under this Agreement to a "qualified intermediary intermediary" as defined in Treasury regulation section 1.1031(k)-1(g)(4), or a similar entity or arrangement Treas. Reg. Section 1. 1031 ("Qualified Intermediary"k)-1(g) (4), subject to all of Seller's Sellers' rights and obligations herein hereunder and (ii) shall promptly provide written notice of such assignment to Buyerall parties hereto. Buyer shall cooperate with the all reasonable requests of Sellers and the Seller's Qualified Intermediary "qualified intermediary" in arranging and effecting this exchange and any additional exchange as would qualify one which qualifies under Section 1031 of the Internal Revenue Code. Without limiting the generality of the foregoing, if Seller has Sellers have given notice of its their intention to effect an exchange using the acquisition of the Exchange Assets as part of a Qualified Intermediarytax-deferred exchange, Buyer shall will (i) promptly provide Seller Sellers with written acknowledgment of such notice. If requested by Sellernotice and (ii) at Closing, Buyer shall pay the Purchase Price for the Station Assets to the Qualified Intermediary of Seller "qualified intermediary" rather than to Sellers (and not to Seller), and such which payment shall satisfy discharge the obligations obligation of Buyer to make payment for the Sale Assets). Sellers shall indemnify and hold harmless Buyer from and against all costs, taxes and expenses arising from Seller's election to effect the acquisition of the Purchase Price hereinExchange Assets as part of a tax-deferred exchange rather than a purchase thereof, other than such costs, taxes and expenses arising from the Buyer's failure to perform its obligations hereunder with respect to such exchange. Seller's assignment to a Qualified Intermediary will not relieve Seller of Nothing in this Section 13.7 shall in any way alter or ------------ modify any of its duties Sellers' representations, warranties or obligations herein. Except for the obligations of Buyer set forth covenants made in this SectionAgreement nor affect, diminish or nullify in any respects Sellers' covenants to indemnify Buyer shall not have any liability or obligation to Seller for the failure of the contemplated exchange to qualify as a like kind exchange under Section 1031 of the Internal Revenue Code unless such failure is the result of the material breach by Buyer of its representations, warranties, covenants and obligations hereinthis Agreement.