Common use of Station Agreements Clause in Contracts

Station Agreements. (a) SCHEDULE 3.7(a) lists all agreements, contracts, understandings and commitments (including, without limitation, programming agreements which may be listed on SCHEDULE 3.7(b)) as of the date indicated thereon for the sale of time on any Station for other than monetary consideration ("Trade Agreements"), and sets forth the parties thereto, the financial value of the time required to be provided from and after the date of such Schedule and the estimated financial value of the goods or services to be received by each Seller from and after the date of such Schedule. True and complete copies of all written Trade Agreements in effect as of such date involving broadcast time of more than $25,000, including all amendments, modifications and supplements thereto, have been delivered to Buyer, and each Trade Agreement involving broadcast time of more than $25,000 entered into by any Seller between the date of this Agreement and Closing shall be promptly delivered to Buyer. (b) SCHEDULE 3.7(b) lists all the following types of agreements used in or relating to the operation of each Station: (i) Agreements for sale of broadcast time on such Station for monetary consideration that (A) are not terminable by Sellers without charge or penalty upon thirty (30) days or less prior written notice and (B) involve broadcast time of more than Twenty-Five Thousand Dollars ($25,000); (ii) All network affiliation agreements; (iii) All sales agency or advertising representation contracts; (iv) Each lease of any Sale Asset (including a description of the property leased thereunder) other than such agreements not requiring expenditures of more than $25,000 in any calendar year and having a term (after taking into account any cancellation right of Sellers without charge or penalty) of one (1) year or less) except for leases of Real Property listed on SCHEDULE 3.9; (v) All collective bargaining agreements; (vi) All severance agreements, employment agreements, talent agreements and agreements with independent contractors, other than such agreements that (A) do not provide for any severance payments or benefits, (B) do not require expenditures of more than $25,000 in any calendar year and (C) have a term (after taking into account any cancellation right of Sellers without charge or penalty) of one (1) year or less; (vii) All agreements requiring such Station to acquire goods or services exclusively from a single supplier or provider, or prohibiting such Station from providing certain goods or services to any Person other than a specified Person; (viii) All agreements that have a remaining term (after taking into account any cancellation rights of Sellers without charge or penalty) of more than one (1) year or involve a commitment of more than $25,000; and (ix) Any other agreement that is material to the business, operations, financial condition or results of operations of any Station. True and complete copies of all the foregoing Station Agreements that are in writing, and true and accurate summaries of all the foregoing Station Agreements that are oral, including all amendments, modifications and supplements, have been delivered to Buyer. The Stations Agreements that are not described in Section 3.7(a) or in the foregoing CLAUSES (I) through (IX) of this SECTION 3.7(b) (without regard to the monetary thresholds set forth in SECTION 3.7(a) or in such clauses of SECTION 3.7(B)) do not involve commitments by parties thereto with an aggregate fair market value of more than One Hundred Fifty Thousand Dollars ($150,000). (c) SCHEDULE 3.7(c) lists all of the contracts and agreements used in or relating to the operation of the Stations to which an Affiliate of any Seller is a party (other than agreements for sale of broadcast time on the Stations and KDNL-TV for monetary consideration entered into in the ordinary course of business that involve broadcast time on the Stations of less than Twenty-Five Thousand Dollars ($25,000)). True and complete copies of those in writing have been delivered to Buyer, and summaries of those that are oral are set forth on SCHEDULE 3.7(c). (d) With respect to the Station Agreements which are, individually or in the aggregate, material to the assets, business, operations, financial condition or results of operations of a Station, except as set forth in the Schedules, (i) such Station Agreements are valid, binding, in full force and effect, and enforceable in accordance with their terms except as the enforceability of such Contracts may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies; (ii) neither Sellers nor, to the Knowledge of any Seller, any other party is in material default under, and no event has occurred which (after the giving of notice or the lapse of time or both) would constitute a material default under, any such Station Agreements; (iii) neither Sellers nor any Affiliate of Sellers has granted or been granted any material waiver or forbearance with respect to any such Station Agreements; (iv) the applicable Seller holds the right to enforce and receive the benefits under all such Station Agreements, free and clear of Liens (other than Permitted Liens) but subject to the terms and provisions of each such

Station Agreements. (a) SCHEDULE 3.7(aSchedule 3.8(a) lists all agreements, contracts, understandings and commitments (including, without limitation, programming agreements which may be listed on SCHEDULE 3.7(b)) as of the date indicated thereon for the sale of time on any Station the Stations for other than monetary consideration ("Trade Agreements")) as of May 31, 1997, and sets forth the parties thereto, the financial value of the time required to be provided from and after the date of such Schedule and the estimated financial value of the goods or services to be received by each Seller from and after the date of such Schedule. True and complete copies of all written Trade Agreements in effect as of such date involving broadcast time of more than $25,000date, including all amendments, modifications and supplements thereto, have been will be delivered to Buyer, Buyer on or prior to the Closing Date and each Trade Agreement involving broadcast time of more than $25,000 hereafter entered into by any Seller between the date of this Agreement and prior to Closing shall be promptly delivered to Buyer. (b) SCHEDULE 3.7(bSchedule 3.8(b) lists all the following types of agreements used Station Agreements now in effect, whether written or relating to the operation of each Stationoral: (i) Agreements for sale of broadcast time on such either Station for monetary consideration that (A) are not terminable by Sellers without charge or penalty upon thirty (30) days or less prior written notice and (B) involve other than such agreements entered into in the ordinary course of business involving broadcast time of more less than Twenty-Five Ten Thousand Dollars ($25,00010,000)); (ii) All network affiliation agreements; (iii) All sales agency or advertising representation contracts; (iv) Each lease of any Sale Asset (including a description of the property Sale Asset leased thereunder) other than such agreements not requiring expenditures of more than $25,000 in any calendar year and having a term (after taking into account any cancellation right of Sellers without charge or penalty) of one (1) year or less) except for leases of Real Property listed on SCHEDULE 3.9); (v) All collective bargaining agreementsemployment agreements and agreements with independent contractors; (vi) All severance agreements, employment agreements, talent agreements and agreements with independent contractors, other than such agreements that (A) do not provide for any severance payments to which an Affiliate of Seller is a party or benefits, (B) do not require expenditures which relate to a station owned or business operated by an Affiliate of more than $25,000 in any calendar year and (C) have a term (after taking into account any cancellation right of Sellers without charge or penalty) of one (1) year or lessSeller; (vii) All agreements requiring such Each of the other Station to acquire goods or services exclusively from Agreements (other than Trade Agreements) involving a single supplier or providercommitment by any party thereto with a fair market value of, or prohibiting such Station from providing certain goods or services requiring any party thereto to any Person other pay over the life of the contract, more than a specified Person;Five Thousand Dollars ($5,000); and (viii) All agreements that have a remaining term (after taking into account any cancellation rights of Sellers without charge or penalty) of more than one (1) year or involve a commitment of more than $25,000; and (ix) Any other agreement Station Agreement that is material to the business, operations, operations or financial condition or results of operations of any either Station. True and complete copies of all the foregoing Station Agreements that are in writing, and true and accurate summaries of all the foregoing Station Agreements that are oral, including all amendments, modifications and supplementssupplements thereto, have been delivered to Buyer. The Stations Station Agreements (other than Trade Agreements) that are not described in Section 3.7(a) or in the foregoing CLAUSES (I) through (IX) of this SECTION 3.7(b) (without regard to the monetary thresholds set forth in SECTION 3.7(a) or in such clauses of SECTION 3.7(B)listed on Schedule 3.8(b) do not involve commitments by parties thereto with an aggregate fair market value of more than One Hundred Fifty Thousand Dollars ($150,00050,000). (c) SCHEDULE 3.7(c) lists all of the contracts and agreements used in or relating to the operation of the Stations to which an Affiliate of any Seller is a party (other than agreements for sale of broadcast time on the Stations and KDNL-TV for monetary consideration entered into Except as set forth in the ordinary course of business that involve broadcast time on the Stations of less than Twenty-Five Thousand Dollars Schedules hereto, ($25,000)). True and complete copies of those in writing have been delivered to Buyer, and summaries of those that are oral are set forth on SCHEDULE 3.7(c). (di) With respect to the all Station Agreements which are, individually or in the aggregate, material to the assets, business, operations, operations or financial condition or results of operations of a Station, except as set forth in the Schedules, (i) such either Station Agreements are valid, binding, valid and in full force and effect, and enforceable in accordance with their terms except as the enforceability of such Contracts may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies; (ii) neither Sellers Seller nor, to the Knowledge knowledge of any Seller, any other party is in material default under, and no event has occurred which (after the giving of notice or the lapse of time or both) would constitute a material default under, any such Station AgreementsAgreements which are, individually or in the aggregate, material to the business, operations or financial condition of either Station; (iii) neither Sellers Seller nor any an Affiliate of Sellers has granted or been granted any material waiver or forbearance forebearance with respect to any such Station AgreementsAgreements which are, individually or in the aggregate, material to the business, operations or financial condition of either Station; (iv) the applicable Seller holds the right to enforce and receive the benefits under all such the Station AgreementsAgreements which are, individually or in the aggregate, material to the business, operations or financial condition of either Station, free and clear of Liens (other than Permitted Liens) but subject to the terms and provisions of each suchsuch agreement; (v) none of the rights of Seller or an Affiliate under Station Agreements which are, individually or in the aggregate, material to the business, operations or financial condition of either Station is subject to termination or modification as a result of the consummation of the transactions contemplated by this Agreement; and (vi) no consent or approval by any party to Station Agreements which are, individually or in the aggregate, material to the business, operations or financial condition of either Station is required thereunder for the consummation of the transactions contemplated hereby.

Station Agreements. (a) SCHEDULE 3.7(aSchedule 4.8(a) lists all agreements, contracts, understandings and commitments (including, without limitation, programming agreements which may be listed on SCHEDULE 3.7(b)) as of the date indicated thereon for the sale of time on any the Station for other than monetary consideration ("Trade Agreements"), and sets forth the parties thereto, the financial value of the time required to be provided from and after the date of such Schedule and the estimated financial value of the goods or services to be received by each Seller from and after the date of such Schedule. True and complete copies of all written Trade Agreements in effect as of such date involving broadcast time of more than $25,000date, including all amendments, modifications and supplements thereto, have been delivered to Buyer, and each Trade Agreement involving broadcast time of more than $25,000 hereafter entered into by any Seller between the date of this Agreement and prior to Closing shall be promptly delivered to Buyer. (b) SCHEDULE 3.7(bSchedule 4.8(b) lists all the following types of agreements used Station Agreements in or relating to effect on the operation date of each Stationthis Agreement: (i) Agreements for sale of broadcast time on such the Station for monetary consideration that (A) are not terminable by Sellers without charge or penalty upon thirty (30) days or less prior written notice and (B) involve consideration, other than such agreements entered into in the ordinary course of business involving broadcast time of more less than Twenty-Five Thousand Dollars ($25,000); (ii) All network affiliation agreements; (iii) All sales agency or advertising representation contracts; (iv) Each lease of any Sale Asset (including a description of the property Sale Asset leased thereunder) other than such agreements not requiring expenditures of more than $25,000 in any calendar year and having a term (after taking into account any cancellation right of Sellers without charge or penalty) of one (1) year or less) except for leases of Real Property listed on SCHEDULE 3.9); (v) All collective bargaining agreements, employment agreements and agreements with independent contractors; (vi) All severance agreements, employment agreements, talent agreements and agreements with independent contractors, other than such agreements that (A) do not provide for any severance payments to which an Affiliate of Seller is a party or benefits, (B) do not require expenditures which relate to a station owned or business operated by an Affiliate of more than $25,000 in any calendar year and (C) have a term (after taking into account any cancellation right of Sellers without charge or penalty) of one (1) year or lessSeller; (vii) All agreements requiring such Each of the other Station to acquire goods or services exclusively from Agreements (other than Trade Agreements and the Transmitter Antenna Lease and the Studio Lease) involving a single supplier or providercommitment by any party thereto with a fair market value of, or prohibiting such Station from providing certain goods or services requiring any party thereto to any Person other pay over the life of the contract, more than a specified Person;Twenty-Five Thousand Dollars ($25,000); and (viii) All agreements that have a remaining term (after taking into account any cancellation rights of Sellers without charge or penalty) of more than one (1) year or involve a commitment of more than $25,000; and (ix) Any other agreement Station Agreement that is material to the business, operations, operations or financial condition or results of operations of any the Station. True and complete copies of all the foregoing Station Agreements that are in writing, and true and accurate summaries of all the foregoing Station Agreements that are oral, including all amendments, modifications and supplementssupplements thereto, have been delivered to Buyer. The Stations Station Agreements (other than Trade Agreements) that are not described in Section 3.7(a) or in the foregoing CLAUSES (I) through (IX) of this SECTION 3.7(b) (without regard to the monetary thresholds set forth in SECTION 3.7(a) or in such clauses of SECTION 3.7(B)listed on Schedule 4.8(b) do not involve commitments by parties thereto with an aggregate fair market value of more than One Hundred Fifty Thousand Dollars ($150,00050,000). (c) SCHEDULE 3.7(cSchedule 4.8(c) lists all of the contracts and agreements in effect on the date of this Agreement between Seller and any of its Affiliates used in or relating to the operation of the Stations to which an Affiliate of any Seller is a party (other than agreements for sale of broadcast time on the Stations and KDNL-TV for monetary consideration entered into in the ordinary course of business that involve broadcast time on the Stations of less than Twenty-Five Thousand Dollars ($25,000))Station. True and complete copies of those in writing have been delivered to Buyer, and summaries of those that are oral are set forth on SCHEDULE 3.7(cSchedule 4.8(c). (d) With respect to the Station Agreements which are, individually or in the aggregate, material to the assets, business, operations, operations or financial condition or results of operations of a the Station, except as set forth in the Schedules, (i) such Station Agreements are valid, binding, valid and in full force and effect, ; and enforceable in accordance with their terms except as the enforceability of such Contracts may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies; (ii) neither Sellers Seller nor, to the Knowledge knowledge of any Seller, any other party is in material default under, and no event has occurred which (after the giving of notice or the lapse of time or both) would constitute a material default under, any such Station Agreements; (iii) neither Sellers nor any Affiliate of Sellers has granted or been granted any material waiver or forbearance with respect to any such Station Agreements; (iv) the applicable Seller holds the right to enforce and receive the benefits under all such Station Agreements, free and clear of Liens (other than Permitted Liens) but subject to the terms and provisions of each such.

Station Agreements. (a) SCHEDULE 3.7(aSchedule 3.9 under the heading "Trade Agreements" sets ------------ forth an accurate summary description of all Trade Agreements. (b) lists Schedule 3.9 under the heading "Other Station Agreements" ------------ sets forth an accurate and complete list of all other agreements, contracts, understandings and arrangements or commitments (including, without limitation, programming agreements which may be listed on SCHEDULE 3.7(b)) in effect as of the date indicated thereon hereof, including all amendments, modifications and supplements thereto, (i) which Sellers are a party to or bound by or (ii) which the Stations or their assets or properties are bound by, except (A) the employee benefit plans described in Section 3.14, (B) ------------ employment contracts and manuals, (C) each contract (other than Trade Agreements) for the sale of time on any Station for other than monetary consideration the Stations ("Trade Agreements"Sellers warrant that all such contracts are cancelable on thirty (30) days or less notice), and sets forth the parties thereto, the financial value of the time required to be provided from (D) contracts which are cancelable by Sellers or its assignee without breach or penalty on not more than sixty (60) days notice. Complete and after the date of such Schedule and the estimated financial value of the goods or services to be received by each Seller from and after the date of such Schedule. True and complete correct copies of all written Trade Agreements such agreements, contracts, arrangement, or commitments that are in effect writing (other than as set forth in (A), (B), (C) and (D) of such date involving broadcast time of more than $25,000the preceding sentence), including all amendments, modifications and supplements thereto, have been delivered to Buyer, and each Trade Agreement involving broadcast time of more than $25,000 entered into by any Seller between the date of this Agreement and Closing shall be promptly delivered to Buyer. (b) SCHEDULE 3.7(b) lists all the following types of agreements used in or relating to the operation of each Station: (i) Agreements for sale of broadcast time on such Station for monetary consideration that (A) are not terminable by Sellers without charge or penalty upon thirty (30) days or less prior written notice and (B) involve broadcast time of more than Twenty-Five Thousand Dollars ($25,000); (ii) All network affiliation agreements; (iii) All sales agency or advertising representation contracts; (iv) Each lease of any Sale Asset (including a description of the property leased thereunder) other than such agreements not requiring expenditures of more than $25,000 in any calendar year and having a term (after taking into account any cancellation right of Sellers without charge or penalty) of one (1) year or less) except for leases of Real Property listed on SCHEDULE 3.9; (v) All collective bargaining agreements; (vi) All severance agreements, employment agreements, talent agreements and agreements with independent contractors, other than such agreements that (A) do not provide for any severance payments or benefits, (B) do not require expenditures of more than $25,000 in any calendar year and (C) have a term (after taking into account any cancellation right of Sellers without charge or penalty) of one (1) year or less; (vii) All agreements requiring such Station to acquire goods or services exclusively from a single supplier or provider, or prohibiting such Station from providing certain goods or services to any Person other than a specified Person; (viii) All agreements that have a remaining term (after taking into account any cancellation rights of Sellers without charge or penalty) of more than one (1) year or involve a commitment of more than $25,000; and (ix) Any other agreement that is material to the business, operations, financial condition or results of operations of any Station. True and complete copies of all the foregoing Station Agreements that are in writing, and true and accurate summaries of all the foregoing Station Agreements that are oral, including all amendments, modifications and supplements, have been delivered to Buyer. The Stations Agreements that are not described in Section 3.7(a) or in the foregoing CLAUSES (I) through (IX) of this SECTION 3.7(b) (without regard to the monetary thresholds set forth in SECTION 3.7(a) or in such clauses of SECTION 3.7(B)) do not involve commitments by parties thereto with an aggregate fair market value of more than One Hundred Fifty Thousand Dollars ($150,000). (c) SCHEDULE 3.7(cExcept as set forth in the Schedules, and with respect to all Station Agreements being assumed by Buyer, (i) lists all Station Agreements are legal, valid and enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors/ rights generally, and subject, as to enforceability, to general principles of the contracts and agreements used equity regardless of whether enforcement is sought in any proceeding at law or relating in equity; (ii) neither Sellers nor, to the operation knowledge of Sellers, any other party thereto, is in material breach of or in material default under any Station Agreements; (iii) to the Stations to which an Affiliate knowledge of Sellers, there has not occurred any Seller is event which, after the giving of notice or the lapse of time or both, would constitute a party (other than agreements for sale of broadcast time on the Stations and KDNL-TV for monetary consideration entered into material default under, or result in the ordinary course of business that involve broadcast time on the Stations of less than Twenty-Five Thousand Dollars ($25,000)). True and complete copies of those in writing have been delivered to Buyermaterial breach of, and summaries of those that are oral are set forth on SCHEDULE 3.7(c). (d) With respect to the any Station Agreements which are, individually or in the aggregate, material to the assets, business, operations, financial condition or results operation of operations of a Station, except as set forth in the Schedules, (i) such Station Agreements are valid, binding, in full force Stations; and effect, and enforceable in accordance with their terms except as the enforceability of such Contracts may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies; (ii) neither Sellers nor, to the Knowledge of any Seller, any other party is in material default under, and no event has occurred which (after the giving of notice or the lapse of time or both) would constitute a material default under, any such Station Agreements; (iii) neither Sellers nor any Affiliate of Sellers has granted or been granted any material waiver or forbearance with respect to any such Station Agreements; (iv) the applicable Seller holds Sellers hold the right to enforce and receive the benefits under all such of the Station Agreements, free and clear of all Liens (other than Permitted Liens) but subject to the terms and provisions provision of each suchsuch agreement. (d) Schedule 3.9 indicates, for each Station Agreement listed ------------ thereon which is being assumed by Buyer, whether consent or approval by any party thereto is required thereunder for consummation of the transactions contemplated hereby.

Station Agreements. (a) SCHEDULE Schedule 3.7(a) lists in summary manner all agreements, contracts, understandings and commitments (including, without limitation, programming agreements which may be listed on SCHEDULE 3.7(b)) as of the date indicated thereon for the sale of time on any a Station for other than monetary consideration ("Trade Agreements"), and sets forth the parties thereto, the financial value of the time required to be provided from and after the date of such Schedule and the estimated financial value of the goods or services to be received by each a Seller from and after the date of such Schedule. True and complete copies of all written Trade Agreements in effect as of such date involving broadcast time of more than $25,000date, including all amendments, modifications and supplements thereto, have been delivered to Buyer, and each Trade Agreement involving broadcast time of more than $25,000 entered into by any Seller between the date of this Agreement and Closing shall be promptly delivered made available to Buyer. (b) SCHEDULE Schedule 3.7(b) lists all the following types of agreements used in or relating to the operation of each any Station: (i) Agreements for sale of broadcast time on such a Station for monetary consideration that (A) are not terminable by Sellers without charge or penalty upon thirty (30) days or less prior written notice and (B) involve as of March 24, 1998, other than such agreements entered into in the ordinary course of business involving broadcast time of more less than Twenty-Five Thousand Dollars ($25,000); (ii) All network affiliation agreements; (iii) All sales agency or advertising representation contracts; (iv) Each antenna, office and studio lease and any other lease of any Sale Asset real property (including a description of the property leased thereunder) other than such agreements not requiring expenditures of more than $25,000 in any calendar year and having a term (after taking into account any cancellation right of Sellers without charge or penalty) of one (1) year or less) except for leases of Real Property listed on SCHEDULE 3.9); (v) All collective bargaining agreements, employment agreements and agreements with independent contractors; (vi) All severance programming agreements, employment agreements, talent agreements and agreements with independent contractors, other than such agreements that (A) do not provide for any severance payments or benefits, (B) do not require expenditures of more than $25,000 in any calendar year and (C) have a term (after taking into account any cancellation right of Sellers without charge or penalty) of one (1) year or less; (vii) All agreements requiring such Station to acquire goods or services exclusively from Any other agreement (other than Trade Agreements) involving a single supplier or providercommitment by any party thereto with a fair market value of, or prohibiting such Station from providing certain goods or services requiring any party thereto to any Person other than a specified Person; (viii) All agreements that have a remaining term (after taking into account any cancellation rights pay over the life of Sellers without charge or penalty) of the contract, more than one One Hundred Thousand Dollars (1) year or involve a commitment of more than $25,000100,000); and (ixviii) Any other agreement that is material to the business, operations, operations or financial condition or results of operations of any Station. True and complete copies of all the foregoing Station Agreements that are in writing, and true and accurate summaries of all the foregoing Station Agreements that are oral, including all amendments, modifications and supplementssupplements thereto, have been delivered made available to Buyer. The Stations Station Agreements (other than Trade Agreements) that are not described in Section 3.7(a) or in the foregoing CLAUSES (I) through (IX) of this SECTION listed on Schedule 3.7(b) (without regard to the monetary thresholds set forth in SECTION 3.7(a) or in such clauses of SECTION 3.7(B)) do not involve commitments by parties thereto with an aggregate fair market value of more than One Hundred Fifty Thousand Dollars ($150,000)100,000) for any Station. (c) SCHEDULE Schedule 3.7(c) lists all of the contracts and agreements used in or relating to the operation of the Stations any Station to which an Affiliate of any Seller is a party (other than agreements for sale of broadcast time on the Stations and KDNL-TV for monetary consideration entered into in the ordinary course of business that involve broadcast time on the Stations of less than Twenty-Five Thousand Dollars ($25,000))party. True and complete copies of those in writing have been delivered to Buyer, and summaries of those that are oral are set forth on SCHEDULE Schedule 3.7(c). (d) With respect to Except as set forth in the Schedules hereto, (i) all Station Agreements which are, individually or in the aggregate, material to the assets, business, operations, operations or financial condition or results of operations of a Station, except as set forth in the Schedules, (i) such any Station Agreements are valid, binding, valid and in full force and effect, and enforceable in accordance with their terms except as the enforceability of such Contracts may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies; (ii) neither Sellers norno Seller or, to the Knowledge knowledge of any Seller, any other party is in material default under, and no event has occurred which (after the giving of notice or the lapse of time or both) would constitute a material default under, any such Station AgreementsAgreements which are, individually or in the aggregate, material to the business, operations or financial condition of any Station; (iii) neither Sellers nor no Seller or any Affiliate of Sellers any Seller has granted or been granted any material waiver or forbearance with respect to any such Station AgreementsAgreements which are, individually or in the aggregate, material to the business, operations or financial condition of any Station; (iv) the applicable Seller holds Sellers hold the right to enforce and receive the benefits under all such the Station AgreementsAgreements which are, individually or in the aggregate, material to the business, operations or financial condition of any Station, free and clear of Liens (other than Permitted Liens) but subject to the terms and provisions of each suchsuch agreement; (v) except as set forth on Schedule 3.3, none of the rights of Sellers or any Affiliate of Sellers under Station Agreements which are, individually or in the aggregate, material to the business, operations or financial condition of any Station is subject to termination or modification as a result of the consummation of the transactions contemplated by this Agreement; and (vi) except as set forth on Schedule 3.3, no consent or approval by any party to Station Agreements which are, individually or in the aggregate, material to the business, operations or financial condition of any Station is required thereunder for the consummation of the transactions contemplated hereby. (e) As of the date of this Agreement, Sellers have received less than Ten Thousand Dollars ($10,000) in the aggregate during the preceding twelve (12) months pursuant to the Fox Children's Network Payment Rights.

Station Agreements. (a) SCHEDULE Schedule 3.7(a) lists all agreements, contracts, understandings and commitments (includingexcluding, without limitationhowever, programming agreements which may be listed on SCHEDULE 3.7(b)agreements) as of the date indicated thereon for the sale of time on any the Station for other than monetary consideration ("Trade Agreements"), and sets forth the parties thereto, the financial value of the time required to be provided from and after the date of such Schedule and the estimated financial value of the goods or services to be received by each Seller from and after the date of such Schedule. True and complete copies of all written Trade Agreements in effect as of such date involving broadcast time of more than $25,000date, including all amendments, modifications and supplements thereto, have been delivered to Buyer, and each Trade Agreement involving broadcast time of more than $25,000 entered into by any Seller between the date of this Agreement and Closing shall be promptly delivered to Buyer. (b) SCHEDULE Schedule 3.7(b) lists all the following types of agreements used in or relating to the operation of each the Station: (i) Agreements for sale of broadcast time on such the Station for monetary consideration that (A) are not terminable by Sellers without charge or penalty upon thirty (30) days or less prior written notice and (B) involve consideration, other than such agreements entered into in the ordinary course of business involving broadcast time of more less than Twenty-Five Thousand Dollars ($25,000); (ii) All network affiliation agreements; (iii) All sales agency or advertising representation contracts; (iv) Each lease of any Sale Asset (including a description of the property leased thereunder) other than such agreements not requiring expenditures of more than $25,000 in any calendar year and having a term (after taking into account any cancellation right of Sellers without charge or penalty) of one (1) year or less) except for leases of Real Property listed on SCHEDULE 3.9); (v) All collective bargaining agreements, employment agreements and agreements with independent contractors; (vi) All severance programming agreements, employment agreements, talent agreements and agreements with independent contractors, other than such agreements that (A) do not provide for any severance payments or benefits, (B) do not require expenditures of more than $25,000 in any calendar year and (C) have a term (after taking into account any cancellation right of Sellers without charge or penalty) of one (1) year or less; (vii) All agreements requiring such the Station to acquire goods or services exclusively from a single supplier or provider, or prohibiting such the Station from providing certain goods or services to any Person other than a specified Person; (viii) All agreements that have are not terminable by Seller or its assignee on thirty or less days' notice without breach, penalty or cancellation fee; (ix) Any other agreement involving a remaining term (after taking into account commitment by any cancellation rights party thereto with a fair market value of, or requiring any party thereto to pay over the life of Sellers without charge or penalty) of the contract, more than one Twenty-Five Thousand Dollars (1) year or involve a commitment of more than $25,000); and (ixx) Any other agreement that is material to the business, operations, financial condition or results of operations of any the Station. True and complete copies of all the foregoing Station Agreements that are in writing, and true and accurate summaries of all the foregoing Station Agreements that are oral, including all amendments, modifications and supplements, have been delivered to Buyer. The Stations Station Agreements that are not described in Section listed on Schedule 3.7(a) or in the foregoing CLAUSES (I) through (IX) of this SECTION 3.7(b) (without regard to the monetary thresholds set forth in SECTION 3.7(a) or in such clauses of SECTION 3.7(B)) do not involve commitments by parties thereto with an aggregate fair market value of more than One Hundred Fifty Thousand Dollars ($150,00050,000). (c) SCHEDULE Schedule 3.7(c) lists all of the contracts and agreements used in or relating to the operation of the Stations Station to which an Affiliate of any Seller is a party (other than agreements for sale of broadcast time on the Stations and KDNL-TV for monetary consideration entered into in the ordinary course of business that involve broadcast time on the Stations of less than Twenty-Five Thousand Dollars ($25,000))party. True and complete copies of those in writing have been delivered to Buyer, and summaries of those that are oral are set forth on SCHEDULE Schedule 3.7(c). (d) Except as set forth in the Schedules, (i) each programming agreement is valid, binding, in full force and effect, and enforceable in accordance with its terms; (ii) neither Seller nor, to the knowledge of Seller, any other party is in material default under, and no event has occurred which (after the giving of notice or the lapse of time or both) would constitute a material default under, any programming agreement; (iii) neither Seller nor any Affiliate of Seller has granted or been granted any material waiver or forbearance with respect to any programming agreement; (iv) Seller holds the right to enforce and receive the benefits under each programming agreement, free and clear of Liens (other than Permitted Liens) but subject to the terms and provisions of each such agreement; (v) none of the rights of Seller or any Affiliate of Seller under any programming agreement is subject to termination or modification as a result of the consummation of the transactions contemplated by this Agreement; and (vi) consent or approval by each party to any programming agreement is required thereunder for the consummation of the transactions contemplated hereby. (e) With respect to the Station Agreements (other than programming agreements) which are, individually or in the aggregate, material to the assets, business, operations, financial condition or results of operations of a the Station, except as set forth in the Schedules, (i) such Station Agreements are valid, binding, in full force and effect, and enforceable in accordance with their terms except as the enforceability of such Contracts may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remediesits terms; (ii) neither Sellers Seller nor, to the Knowledge knowledge of any Seller, any other party is in material default under, and no event has occurred which (after the giving of notice or the lapse of time or both) would constitute a material default under, any such Station Agreements; (iii) neither Sellers Seller nor any Affiliate of Sellers Seller has granted or been granted any material waiver or forbearance with respect to any such Station Agreements; (iv) the applicable Seller holds the right to enforce and receive the benefits under all such Station Agreements, free and clear of Liens (other than Permitted Liens) but subject to the terms and provisions of each suchsuch agreement; (v) none of the rights of Seller or any Affiliate of Seller under any such Station Agreements is subject to termination or modification as a result of the consummation of the transactions contemplated by this Agreement; and (vi) consent or approval by each party to any such Station Agreements is required thereunder for the consummation of the transactions contemplated hereby.