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EXHIBIT 3.28
LIMITED LIABILITY COMPANY AGREEMENT
OF
WAVY BROADCASTING, LLC
THE UNDERSIGNED is executing this Limited Liability Company Agreement (this
"Agreement") for the purpose of forming a limited liability company (the
"Company") pursuant to the provisions of the Delaware Limited Liability Company
Act (6 Del. C. Sections 18-101, et seq.)(the "Act"'), and do hereby certify and
agree as follows:
1. Name. The name of the Company shall be WAVY Broadcasting, LLC, or
such other name as the Managing Member may from time to time hereafter
designate.
2. Definitions. In addition to terms otherwise defined herein, the
following terms are used herein as defined below:
"Managing Member" means LIN Television Corporation, a Delaware
corporation ("LIN"), and all other persons or entities admitted as
additional or substitute Managing Members pursuant to this Agreement,
so long as they remain Managing Members.
"Non-Managing Members" means all persons or entities admitted as
additional or substitute Non-Managing Members pursuant to this
Agreement, so long as they remain Non-Managing Members and are so
listed on Schedule A, if any.
"Members" means those persons or entities who from time to time are
the Managing Member and the Non-Managing Members, if any.
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3. Purpose. The purpose of the Company shall be, directly or indirectly
through subsidiaries or affiliates, to serve as the entity designated as the
licensee for television broadcast stations owned by LIN in the State of Virginia
and to engage in any lawful act or activity which limited liability corporations
may be organized under the Delaware General Corporation Law.
4. Offices.
(a) The principal place of business and office of the Company shall
be located at, and the Company's business shall be conducted from, such place or
places as the Managing Member may from time to time designate to the
Non-Managing Members.
(b) The registered office of the Company in the State of Delaware
shall be located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇. The name and address of the registered agent of the Company for service
of process on the Company in the State of Delaware shall be The Corporation
Service Company.
5. Members. The name and business or residence address of each Member of
the Company is set forth on Schedule A attached hereto.
6. Term. The term of the Company commenced on the date of filing of the
Certificate of Formation of the Company in accordance with the Act and shall
continue until dissolution of the Company in accordance with Section 15 of this
Agreement.
7. Management of the Company.
(a) The Managing Member shall have the exclusive right to manage the
business of the Company, and shall have all powers and rights necessary,
appropriate or advisable to effectuate and carry out the purposes and business
of the Company and, in general, all powers
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permitted to be exercised by a managing member under the Act, including, without
limitation, the power to (i) open, maintain and close bank accounts and to take
all actions it deems necessary or advisable for the administration of such
accounts, (ii) appoint and designate the responsibilities of such officers of
the Company from time to time as the Managing Member deems necessary or
desirable and (iii) appoint, employ, or otherwise contract with any persons or
entities for the transaction of the business of the Company or the performance
of services for or on behalf of the Company; and the Managing Member may
delegate to any such person or entity described in subclauses (i) and (ii) such
authority to act on behalf of the Company as the Managing Member may from time
to time deem appropriate.
(b) No Non-Managing Member, in his status as such, shall have the right
to take part in the management or control of the business of the Company or to
act for or bind the Company or otherwise to transact any business on behalf of
the Company.
8. Liability of Members, Indemnification.
(a) Neither a Member (including the Managing Member) nor any
officer, employee or agent of the Company (including a person having more than
one such capacity) shall be personally liable for any expenses, liabilities,
debts or obligations of the Company solely by reason of acting in such capacity
except as provided in the Act.
(b) To the fullest extent permitted by law, the Company shall
indemnify and hold harmless the Managing Member, each Member and any officer,
employee or agent of the Company from and against any and all losses, claims,
damages, liabilities or expenses of whatever nature (each a "Claim"'), as
incurred, arising out or of relating to the management or
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business of the Company; provided that such indemnification shall not apply to
any such person if a court of competent jurisdiction has made a final
determination that such Claim resulted directly from the gross negligence, bad
faith or willful misconduct of such person.
9. Capital Contributions. Members shall make capital contributions to the
Company in such amounts and at such times as they shall mutually agree.
10. Assignments of Membership Interest.
(a) No Non-Managing Member may sell, assign, pledge or otherwise
transfer or encumber (collectively "transfer") all or any part of his interest
in the Company, nor shall any Non-Managing Member have the power to substitute a
transferee in his place as a substitute Non-Managing Member, without, in either
event, having obtained the prior written consent of the Managing Member, which
consent may be given or withheld in its sole discretion.
(b) The Managing Member may not transfer all or any part of its
interest in the Company, nor shall the Managing Member have the power to
substitute a transferee in its place as a substitute Managing Member, without,
in either event, having obtained the consent of all of the Non-Managing Members.
11. Withdrawal. No Non-Managing Member shall have the right to withdraw
from the Company except with the consent of the Managing Member and upon such
terms and conditions as may be specifically agreed upon between the Managing
Member and the withdrawing Non-Managing Member. The provisions hereof with
respect to distributions upon withdrawal are exclusive and no Non-Managing
Member shall be entitled to
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claim any further or different distribution upon withdrawal under Section
18-604 of the Act or otherwise.
12. Additional Members. The Managing Member shall have the right to admit
additional Non-Managing Members upon such terms and conditions, at such time or
times, and for such capital contributions as shall be determined by the Managing
Member; and in connection with any such admission, the Managing Member shall
have the right to amend Schedule A hereof to reflect the name, address and
capital contribution of the admitted Non-Managing Member.
13. Allocations and Distributions. Distributions of cash or other assets
of the Company shall be made at such times and in such amounts as the Managing
Member may determine. Distributions shall be made to (and profits and losses
shall be allocated among) Members pro rata in accordance with the amount of
their contributions to the Company as set forth on Schedule A hereto.
14. Return of Capital. No Non-Managing Member has the right to receive,
and the Managing Member has absolute discretion to make, any distributions to a
Non-Managing Member, which include a return of all or any part of such
Non-Managing Member's capital contribution, provided that upon the dissolution
of the Company, the assets of the Company shall be distributed as provided in
Section 18-804 of the Act.
15. Dissolution. The Company shall be dissolved and its affairs wound up
and terminated upon the first to occur of the following:
(a) December 31, 2030
(b) The determination of the Managing Member to dissolve the
Company; or
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(c) The bankruptcy or dissolution of the Managing Member or the
occurrence of any other event which terminates the continued membership of the
Managing Member in the Company, provided, however, the Company shall not be
dissolved if, within ninety (90) days after the occurrence of such event, all
remaining Members agree in writing to continue the business of the Company and
to the appointment, effective as of the date of such event, of one (1) or more
additional Members of the Company.
16. Amendments. This Agreement may be amended only upon the written
consent of all Members.
17. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of
February 3, 1998.
LIN TELEVISION CORPORATION
By:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President
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SCHEDULE A
WAVY BROADCASTING, LLC
MEMBERS
CAPITAL
NAME ADDRESS CONTRIBUTION
---- ------- ------------
MANAGING MEMBER:
LIN Television Corporation Four Richmond Square $1,000.00
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
NON-MANAGING MEMBERS:
None
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