Common use of Excluded Liabilities Clause in Contracts

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a); (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or arising out of any of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreements.

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume only Except for the Assumed Liabilities and neither Buyer nor Liabilities, Purchaser shall not assume or agree to pay, perform or discharge any liabilities or obligations of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever natureSellers, whether presently in existence accrued, absolute, contingent or otherwise, including without limitation liabilities based on or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities out of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement: connection with (a) any liability defects in products manufactured, rented or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required sold by the terms thereof to be discharged Sellers prior to the Effective Time or as set forth on Schedule 2.04(a); Date, (b) any liability implied or obligation for which the LIN Companiesexpress warranties relating to such products, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the any pension or other benefit liability related relating to the Indebtedness of the SellerSellers' employees, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability federal, state, local or obligation foreign income, sales, real or personal property or other taxes, assessments, fees, levies, imposts, duties, deductions or other charges of any nature whatsoever (including without limitation interest and penalties) imposed by any law, rule or regulation that are attributable or relating to the assets of the business of Sellers for any periods ending on or before the Effective Date, or that may be applicable because of Sellers' sale of their business or any of the Assets to Purchaser, (e) any claims by any of Sellers' directors, officers, employees or stockholders relating to this Agreement or its performance or consummation, or any claims by any of them relating to or arising out of (i) their employment (including without limitation any of the Excluded Assets; modification or termination thereof) by Sellers, (eii) any liability employment contract with respect to Excluded Employees and Employees who are not Transferred Employees; either Seller or (iii) any pension or other benefit liabilities of Sellers, (f) any Tax liability claims or obligation (i) conditions arising under or relating to Pre-Closing Tax Periods Environmental Laws or similar legal requirements attributable or relating to the Assets (except as expressly provided for in Section 9.02)including, (iiwithout limitation, the operation thereof) imposed on or payable by or with respect the business of Sellers prior to Seller (except as expressly provided in Section 9.02)the Effective Date, or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnifyunlicensed or other unauthorized use by Sellers of any patented or unpatented invention, reimburse trade secret, copyright, trademark or advance amounts to any officerother intellectual property right, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising any dividend or with respect to the operation of the Stationsother distribution declared or otherwise payable by Sellers, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability note, account payable or other obligation for of Sellers to any severanceaffiliate, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating fees payable to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreements.Concord Partners Ltd.

Excluded Liabilities. Notwithstanding any provision anything in this Agreement to the contrary, Buyer shall assume only the Assumed Liabilities and neither Buyer (nor any of its Affiliates Affiliates) shall assume not and does not assume, and shall be deemed not to have assumed and shall not be obligated to pay, perform, discharge or in any other liability manner be liable or obligation responsible for any Liabilities of the Seller, the LIN Companies or any of their respective Affiliates of whatever natureSellers that are not Assumed Liabilities, whether presently in existence existing on the Closing Date or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellerthereafter, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed including Liabilities for the purposes of this Agreement: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a); (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or arising out of any of the following (collectively, the “Excluded AssetsLiabilities”): (a) all costs and expenses incurred or to be incurred by Sellers in connection with this Agreement and the consummation of the Transactions; (b) all Liabilities (i) related to any current or former employee (including the Employees), candidate for employment, officer, director, consultant, or contractor of any Seller or of any Subsidiary or Affiliate of any Seller or (ii) arising under, in connection with or in any way relating to any Benefit Plan and any other compensation or benefit plans, programs, arrangements, or agreements of any kind (including all assets, trusts, insurance policies and administration service contracts related thereto) at any time maintained, sponsored, contributed to or required to be contributed to by any of Sellers, any of their Subsidiaries or Affiliates, or any ERISA Affiliate or under or with respect to which any Seller or any Subsidiary or Affiliate of any Seller has or has had any Liability, including on account of an ERISA Affiliate or on account of Buyer or any of its Affiliates being deemed successor of the Business; (c) except as provided under Section 2.2(d), all Liabilities arising out of, relating to or with respect to any and all Employees, and contractors of Sellers or any of their Subsidiaries or Affiliates arising at any time before Closing; (d) all Liabilities for any and all Taxes of Sellers (including any Liability of Sellers for the Taxes of any other Person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise) except for Taxes for which Buyer is liable pursuant to Section 2.2; (e) all Liabilities to any liability with respect broker, finder or agent or similar intermediary for any broker’s fee, finders’ fee or similar fee or commission relating to Excluded Employees and Employees who the transactions contemplated by this Agreement for which any Seller or its Subsidiaries or Affiliates are not Transferred Employees;responsible; and (f) all Liabilities related to the Acquired Assets or the Business arising from or related to any Tax liability Environmental, Health, and Safety Laws or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on the presence of or payable by or with respect to Seller (except as expressly provided in Section 9.02)release of, or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) exposure to, any liability to indemnifyHazardous Substance at, reimburse on, under, or advance amounts migrating to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Acquired Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related attributable to the any period on or prior to the Effective TimeClosing; and (k) provided that in the event of any liability of the Seller under conflict between Section 2.2 and this Agreement or any document executed in connection therewithSection 2.3, including the Ancillary AgreementsSection 2.3 will control.

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall not assume only the Assumed Liabilities and neither Buyer nor or be obligated to pay, perform or otherwise discharge any of its Affiliates shall assume any other liability or obligation of the Seller, direct or indirect, known or unknown, absolute or contingent, other than the LIN Companies or any Assumed Liabilities, which are to be expressly assumed by Buyer pursuant to the Instrument of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities Assignment and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates Assumption (all such liabilities and obligations not being assumed being herein referred to as herein, the “Excluded Liabilities”), ) and, notwithstanding anything to the contrary in Section 2.032.3, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) any liability or obligation under or with all liabilities in respect of Taxes for which Seller is liable pursuant to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a)Section 8.3; (b) any liability payables and other liabilities or obligation for which obligations of Seller with respect to the LIN Companies, the Business to any other business unit of Seller or any of their respective Seller’s Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only (except to the extent individually identified and reflected as a current liability in the calculation of such benefit receivedValuation Date Working Capital); (c) any costs and expenses incurred by Seller incident to its negotiation and preparation of this Agreement and its performance and compliance with the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)agreements and conditions contained herein; (d) any liability liabilities or obligation relating to or arising out obligations in respect of any of the Excluded Assets; (e) any liability liabilities in respect of lawsuits, claims, suits, proceedings or investigations, regardless of when made or asserted, relating to, resulting from or arising out of the operation of the Business during the period prior to the Closing (including any of the foregoing relating to the failure or the alleged failure by Seller to comply with respect to Excluded Employees and Employees who are not Transferred Employeesapplicable Requirements of Laws or perform its obligations or otherwise comply with the terms of any Seller Agreement); (f) any Tax liability all liabilities and obligations resulting from or obligation (i) relating arising out of the operation of the Business on or prior to Pre-the Closing Tax Periods (except to the extent individually identified and reflected as expressly provided for a dollar amount in Valuation Date Working Capital or constituting an Assumed Liability under Section 9.022.3(b), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse under or advance amounts with respect to any officercurrent or former compensation or employee benefit plan, memberpolicy, Employee program, arrangement or agent agreement, including Seller Plans other than the Assumed Benefit Plans, or otherwise arising in connection with the employment or pay practices of Seller or any of its Affiliates; (h) any liabilities or obligations relating to, in respect of, or that may become owed to, current or former employees of the Business, including accrued compensation and worker’s compensation claims, relating to the period prior to the Closing, other than such liabilities or obligations relating to the Assumed Benefit Plans; (i) any liabilities or obligations relating to any current or former employees of the Seller or any of its Affiliates, other than any liability to any Seller’s Affiliates who do not become Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or Employees in accordance with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time;Section 8.4; or (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability and all Indebtedness of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary AgreementsAffiliate of Seller.

Excluded Liabilities. Notwithstanding any provision in this Agreement to Seller acknowledges that the contrary, sole liabilities and obligations being assumed by Buyer shall assume only are the Assumed Liabilities Obligations and neither Buyer nor any of its Affiliates Seller shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such retain all other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellerobligations, the LIN Companies or their respective Affiliates including (all such liabilities and obligations not being assumed being herein referred to as collectively, the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement:): (a) any liability liabilities or obligation under or with respect obligations of Seller to the extent related to any Assumed Contract, Permit, Governmental OrderExcluded Assets; (b) any liabilities or obligations of Seller in respect of Indebtedness; (c) any liabilities or obligations in respect of Taxes of Seller or any Tax Affiliate of Seller, or Real Property Lease required any liability of Seller for unpaid Taxes of any Person under Treasury Regulation section 1.1502-6 (or similar provision of state, local, or foreign law) as a transferee or successor, by contract or otherwise, except for Taxes for which Buyer is expressly liable pursuant to Section 3.4 or Section 7.8; (d) any obligations of Seller or any of its Affiliates for wages, vacation pay, other paid time off, employment Taxes, bonuses, other incentive compensation, commissions, expense reimbursement, or retention or severance pay to the terms thereof extent attributable to be discharged the period prior to the Effective Time or which may become payable as set forth on Schedule 2.04(a); (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit a result of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or arising out of any of the Excluded AssetsClosing; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as otherwise expressly provided in Section 9.02)7.10, any liabilities under or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts relating to any officerBenefit Plan at any time maintained, member, Employee contributed to or agent of the required to be contributed to by Seller or any of its Affiliates, other than or under which Seller or any Affiliate has or may incur liability, or any contributions, benefits or liabilities therefor, or any liability with respect to Seller’s or any Transferred Employee incurred on of Seller’s Affiliates withdrawal or after the applicable Employment Commencement Datepartial withdrawal from or termination of any Benefit Plan; (hf) except for the Recoverable Liabilities, any liabilities and or obligations arising from any Claim (including any workers compensation claim) involving the Purchased Assets or with respect to the operation of the Stations, including the owning Business filed or holding of the Station Assets, arising from an Actionable Incident occurring prior to the Effective Time (excluding Time, including any liability such Claims or obligation expressly assumed by Buyer hereunder);Actionable Incidents disclosed in the Seller Disclosure Schedules; and (ig) any liability liabilities or obligation for any severance, retention, performance obligations of Seller arising under or stay bonus or any other compensation payable in connection with the consummation this Agreement, any certificate or other document delivered in connection in herewith, and any of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreementsthereby.

Excluded Liabilities. Notwithstanding Biogen shall retain, and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any provision in this Agreement to the contraryresponsibility for paying, Buyer shall assume only performing or discharging, any Liabilities of Biogen and its Affiliates other than the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). Without limiting the foregoing, andneither Kiniksa nor its Affiliates shall be obligated to assume, notwithstanding anything to the contrary in Section 2.03and neither of them does assume, none and each of them hereby disclaims responsibility for, any of the following shall be Assumed Liabilities for the purposes of this AgreementBiogen and its Affiliates: (a) any liability or obligation under or with respect Liability attributable to any Assumed Contractasset, Permit, Governmental Order, property or Real Property Lease required by right that is not included in the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a)Purchased Assets; (b) any liability Liability attributable to the research, development or obligation for which the LIN Companies, the Seller other activity conducted by Biogen or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only Affiliate related to the extent of such benefit receivedAcquired Antibody on or prior to the Effective Date; (c) all Liabilities arising under the liability related Assigned Contracts prior to the Indebtedness of Effective Date to the Seller, the LIN Companies, extent that such Liabilities are not attributable to any failure by Kiniksa or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c);its Affiliates to comply with the terms thereof after the Effective Date; and (d) any liability all Taxes imposed on the Purchased Assets or obligation relating to or arising out of any of the Excluded Assets; (e) any liability that otherwise arise with respect to Excluded Employees and Employees who are not Transferred Employees; the use of the Purchased Assets, in each case, for any taxable period (for portion thereof) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed ending on or payable by or with respect prior to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent the Effective Date; all Taxes of the Seller Biogen or any of its Affiliates, other than any liability to any Transferred Employee incurred on Affiliates that are or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or may become payable with respect to the operation all taxable periods, including any Liability for such Taxes that arise as a result of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (transactions contemplated by this Agreement but excluding any liability Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or obligation expressly assumed deducted by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable applicable Law in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under by this Agreement or any document executed in connection therewith, including the Ancillary AgreementsAgreement.

Excluded Liabilities. Notwithstanding any provision in this Agreement to Seller acknowledges that the contrary, sole liabilities and obligations being assumed by Buyer shall assume only are the Assumed Liabilities Obligations and neither Buyer nor any of its Affiliates Seller shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such retain all other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellerobligations, the LIN Companies or their respective Affiliates including (all such liabilities and obligations not being assumed being herein referred to as collectively, the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement:): (a) any liability liabilities or obligation under or with respect obligations of Seller to the extent related to any Assumed Contract, Permit, Governmental OrderExcluded Assets; (b) any liabilities or obligations of Seller in respect of Indebtedness; (c) any liabilities or obligations in respect of Taxes of Seller or any Tax Affiliate of Seller, or Real Property Lease required any liability of Seller for unpaid Taxes of any Person under Treasury Regulation section 1.1502-6 (or similar provision of state, local, or foreign law) as a transferee or successor, by contract or otherwise, except for Taxes for which Buyer is expressly liable pursuant to Section 3.4 or Section 7.8; (d) any obligations of Seller or any of its Affiliates for wages, vacation pay, other paid time off, employment Taxes, bonuses, other incentive compensation, commissions, expense reimbursement, or retention or severance pay to the terms thereof extent attributable to be discharged the period prior to the Effective Time or which may become payable as set forth on Schedule 2.04(a); (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit a result of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or arising out of any of the Excluded AssetsClosing; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as otherwise expressly provided in Section 9.02)7.10, any liabilities under or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts relating to any officerBenefit Plan at any time maintained, member, Employee contributed to or agent of the required to be contributed to by Seller or any of its Affiliates, other than or under which Seller or any Affiliate has or may incur liability, or any contributions, benefits or liabilities therefor, or any liability with respect to Seller’s or any Transferred Employee incurred on of Seller’s Affiliate’s withdrawal or after the applicable Employment Commencement Datepartial withdrawal from or termination of any Benefit Plan; (hf) except for the Recoverable Liabilities, any liabilities and or obligations arising from any Claim (including any workers’ compensation claim) involving the Purchased Assets or with respect to the operation of the Stations, including the owning Business filed or holding of the Station Assets, arising from an Actionable Incident occurring prior to the Effective Time (excluding Time, including any liability such Claims or obligation expressly assumed by Buyer hereunder);Actionable Incidents disclosed in the Seller Disclosure Schedules; and (ig) any liability liabilities or obligation for any severance, retention, performance obligations of Seller arising under or stay bonus or any other compensation payable in connection with the consummation this Agreement, any certificate or other document delivered in connection herewith, and any of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreementsthereby.

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies Seller or any of their respective its Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies Seller or their respective its Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a); (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective its Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, Seller or any of their respective its Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or arising out of any of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the StationsStation, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreements.

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller▇▇▇▇▇▇▇, WTGS TV, the LIN Companies Seller or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller▇▇▇▇▇▇▇, WTGS TV, the LIN Companies Seller or their respective its Affiliates pursuant to the terms of this Agreement or the Option Exercise Agreement, as applicable (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a); (b) any liability or obligation for which the ▇▇▇▇▇▇▇, WTGS TV, LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller▇▇▇▇▇▇▇, the WTGS TV, LIN Companies, Seller or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or arising out of any of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its their Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the StationsStation, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the ▇▇▇▇▇▇▇, WTGS TV, LIN Companies, Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreements.

Excluded Liabilities. Notwithstanding any provision anything to the contrary in this Agreement to Agreement, Purchaser shall not be responsible for any Liabilities of the contrary, Buyer shall assume only Company or any Affiliate of the Company that are not Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Sellerspecifically set forth in Section 1.1(c) (such excluded Liabilities, the LIN Companies or any of their respective Affiliates of whatever naturecollectively, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). In furtherance of, andand not in limitation of, the foregoing, and notwithstanding anything to the contrary in Section 2.03this Agreement, none Purchaser shall not be responsible for any of the following (each of which shall be Assumed Liabilities for the purposes of this Agreement:also constitute Excluded Liabilities): (ai) any liability or obligation Liability under or with respect to Indebtedness of the Company or any Assumed Contract, Permit, Governmental Order, third party or Real Property Lease required by the terms any agreement or instrument relating thereto (including any guaranty thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(aother contingent obligation with respect thereto); (bii) any liability or obligation for which the LIN Companies, the Seller or Liability relating to any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedExcluded Asset; (ciii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by or in connection with any Law or Permit, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring on or prior to the Closing, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; (iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior to the Closing, or otherwise attributable to the pre-Closing operation of the Business; (v) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessed; (vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to the Indebtedness employees, officers, directors, brokers, bankers, independent contractors or agents of the Seller, the LIN Companies, Company or any Affiliate of their respective Affiliatesthe Company with respect to the service, including, without limitationengagement or employment, as set forth on Schedule 2.04(capplicable, of such Persons prior to the Closing (including such obligations that may arise in connection with the transactions contemplated hereby); (dviii) any liability or obligation Liability under any Law pertaining to employment and employment practices of the Company prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to or arising out wage and hours, overtime compensation, leaves of any of the Excluded Assetsabsence, unemployment insurance, harassment and discrimination; (eix) any liability with respect to Excluded Employees and Employees who are not Transferred EmployeesSeller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (fx) any Tax liability or obligation (i) relating Liability to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to any Affiliate of any Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05;Party; and (gxi) any liability obligation of the Company to indemnifyindemnify any Person by reason of the fact that such Person was a director, reimburse or advance amounts to any officer, membermanager, Employee employee, or agent of the Seller Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreementsanother entity.

Excluded Liabilities. Notwithstanding any provision in this Agreement to Except for the contraryAssumed Liabilities, Buyer neither Buyer, nor its Affiliates, shall assume only and under no circumstances shall Buyer or its Affiliates be obligated to pay or assume, and none of the Assumed Liabilities and neither assets of Buyer nor any of or its Affiliates shall assume be or become liable for or subject to any other liability liability, indebtedness, commitment, or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever natureSeller Entities, whether presently in existence known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Selleror otherwise (collectively, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), andincluding, notwithstanding anything to without limitation, the contrary in Section 2.03, none following Excluded Liabilities (all of which shall remain the liabilities of the following shall be Assumed Liabilities for the purposes of this Agreement:Seller Entities and their respective Affiliates): (a) any debt, obligation, expense or liability or obligation under or with respect to any that is not an Assumed ContractLiability (including, Permitbut not limited to, Governmental Orderaccounts payable, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(aaccrued salaries, and accrued liabilities); (b) any liability arising out of or obligation for which in connection with the LIN Companies, the Seller Assets and/or ownership or any of their respective Affiliates has already received or will receive the partial or full benefit operation of the Station Asset to which such liability or obligation relates, but only Facilities prior to the extent of such benefit receivedEffective Time, including without limitation, claims or potential claims for medical malpractice or general liability relating to acts or omissions asserted to have occurred prior to the Effective Time; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on those claims and obligations (if any) specified in Schedule 2.04(c)1.4 hereto; (d) any liability liabilities or obligation relating to obligations associated with or arising out of any of the Excluded Assets; (e) liabilities and obligations of the Seller Entities in respect of periods prior to the Effective Time arising under the terms of the Medicare, Medicaid, CHAMPUS/TRICARE, Blue Cross, or other third party payor programs, including, without limitation, in respect of any cost report, any audit under the Medicare RAC program or any noncompliance with applicable law or contractual obligations related to the billing or collection of services, and any liability with respect arising pursuant to Excluded Employees and Employees who are not Transferred Employeesthe Medicare, Medicaid, CHAMPUS/TRICARE, Blue Cross, or any other third party payor programs as a result of the consummation of any of the transactions contemplated under this Agreement; (f) any Tax liability or obligation (i) relating federal, state or local Tax liabilities or obligations of the Seller Entities (including any Taxes allocated to Pre-Closing Tax Periods the Seller Entities in accordance with Section 1.7) or resulting from the consummation of the transactions contemplated herein including, without limitation, any income tax, any franchise tax, any tax recapture, any sales and/or use tax, and any FICA, FUTA, workers’ compensation, and any and all other taxes or amounts due and payable as a result of the exercise by the employees at the Facilities of such employees’ right to vacation, sick leave, and holiday benefits accrued while in the employ of the Seller Entities (except as expressly provided for in provided, however, that this clause (f) shall not apply to any and all taxes payable with respect to any employee benefits constituting Assumed Liabilities under Section 9.021.3(c) hereof), (ii) to the extent not duplicative of clause (i), any Taxes imposed on or payable by or with respect to Seller the Assets or the Assumed Liabilities for any tax period (except as expressly provided in Section 9.02)or portion thereof) ending on or before the Closing Date, or and (iii) for which Seller is otherwise liable pursuant any Taxes imposed on or with respect to Section 9.05the Excluded Assets or the Excluded Liabilities; (g) liability for any liability to indemnify, reimburse and all claims by or advance amounts to any officer, member, Employee or agent on behalf of the Seller Entities’ employees, independent contractors, directors or other persons relating to periods prior to the Effective Time including, without limitation, liability for any compensation-related payments, pension, profit sharing, deferred compensation, equity or equity-related compensation, incentive compensation, fringe benefit, tuition reimbursement, severance, termination pay, change in control or retention payments, bonuses, insurance or any other employee benefit plan of its Affiliateswhatever kind or nature or any employee health and welfare benefit plans, other than liability for any liability EEOC claim, ADA claim, FMLA claim, wage and hour claim, unemployment compensation claim, or workers’ compensation claim, and any liabilities or obligations to former employees of the Seller Entities under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, (provided, however, that this clause (g) shall not apply to any Transferred Employee incurred on or after the applicable Employment Commencement Dateand all employee benefits constituting Assumed Liabilities under Section 1.3(c) hereof); (h) any obligation or liability accruing, arising out of, or relating to any federal, state or local investigations of, or claims or actions against, the liabilities and obligations arising Seller Entities or any of their Affiliates or any of their directors, officers, employees, medical staff, agents, vendors or representatives with respect to the operation of the Stations, including the owning acts or holding of the Station Assets, omissions prior to the Effective Time (excluding Time, including but not limited to any liability post-Closing defense of such obligation or obligation expressly assumed by Buyer hereunder)liability; (i) any civil or criminal obligation or liability accruing, arising out of, or obligation for relating to any severance, retention, performance acts or stay bonus or any other compensation payable in connection with the consummation omissions of the transactions contemplated hereby Seller Entities, their Affiliates or, to the extent related to their services to the Seller Entities, their directors, officers, employees, medical staff, agents, vendors or representatives, claimed to violate any constitutional provision, statute, ordinance or other law, rule, regulation or order of any governmental entity; (including j) liabilities or obligations arising out of any termination of employment in connection therewith) or otherwise due and payable breach by the Seller Entities prior to the Effective Time of any Assumed Contract; (k) liabilities or obligations arising as a result of any breach by the Seller Entities at any time of any Excluded Contract; (l) any debt, obligation, expense, or liability of the Seller Entities arising out of or incurred solely as a result of any transaction of the Seller Entities occurring after the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (km) any liability of the Seller under this Agreement Entities relating to violation of federal or any document executed state laws regulating fraud, including but not limited to the federal Anti-Kickback Law (42 U.S.C. § 1320(a)-7(b) et seq.) (the “Anti-Kickback Law”), the Ethics in Patient Referrals Act (42 U.S.C. § 1395mm et seq.) (the “▇▇▇▇▇ Law”), and the False Claims Act (31 U.S.C. § 3729 et seq.) (the “False Claims Act”); (n) all monetary remedies due and owing by virtue of the settlement of NLRB Case No. 10-CA-150997 and the Compliance Specification issued in connection therewith; and (o) all liabilities and obligations relating to any oral agreements, including oral contracts or oral understandings with any referral sources including, but not limited to, physicians, unless reduced to writing, identified on Schedule 1.1(h) hereto, and expressly assumed as part of the Ancillary AgreementsAssumed Contracts.

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer shall assume is assuming only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume is not assuming any other liability or obligation of the Seller, the LIN Companies Seller (or any predecessor of their respective Affiliates Seller or any prior owner of all or part of Seller's businesses and assets) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates Seller (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”"EXCLUDED LIABILITIES"), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) any liability or obligation under relating to or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by arising out of the terms thereof to be discharged period prior to the Effective Time or as set forth on Schedule 2.04(a(other than Deferred Revenue); (b) any liability or obligation relating to or in connection with ASCAP, BMI or SESCAC or other collecting societies; (c) any liability or obligation under or with respect to any Contract or Permit to the extent required by the terms thereof to be discharged on or prior to the Effective Time; (d) any Accounts Payable and accrued expenses relating to or arising with respect to the Business prior to the Effective Time; (e) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset asset to which such liability or obligation relates, but only to the extent of such benefit received, other than Deferred Revenue; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (df) any liability or obligation for borrowed money, including interest, costs and fees, including those arising out of the transactions contemplated by the LaSalle Credit Agreement or the Bridge Note; (g) all Capital Lease Obligations; (h) any liability or obligation to the extent relating to or arising out of any of the Excluded Assets; (ei) any liability with respect or obligation to Excluded Employees two former stockholders of Seller, ▇▇▇▇▇ ▇▇▇▇▇▇ and Employees who are not Transferred Employees▇▇▇▇▇ ▇▇▇▇▇▇; (fj) any intercompany payables; (k) any amount set forth in the line item "Dividends Payable" under "Current Liabilities" and in the line item "Long-term dividend payable" on the June 30 Balance Sheet and any other amounts of the current and noncurrent liabilities of the Business for dividends payable, where such amounts are calculated in accordance with the accounting policies and practices consistent with those used in the preparation of the amounts set forth in such line items; (l) any Environmental Liabilities; (m) any liability or obligation relating to payroll, payroll taxes, vacation, bonuses, commissions and other employee-related benefits, including any severance liability or obligation to the extent relating to or arising out of the period prior to the Effective Time; (n) any liability or obligation relating to or arising out of any Employee Plan other than any liability or obligation relating to the matters set forth in Section 2.01(c). (o) any liability or obligation relating to or arising out of the lawsuit brought by ▇▇▇▇▇ ▇▇▇▇▇▇ and filed on March 22, 2001 in the United States District Court for the Northern District of Illinois, Eastern Division, against Seller and the Majority Stockholder and any related Actions; (p) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05;; and (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (iq) any liability or obligation for any severance, retention, performance delegation of Seller arising under or stay bonus relating to this Agreement or any other compensation payable in connection with the consummation of Ancillary Agreements or the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreementsthereby.

Excluded Liabilities. Notwithstanding any provision in this Agreement With respect to each Contributed Entity, from and after the contrary, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreementapplicable Closing: (a) Subject to the terms and conditions set forth in this Section 3.2, the EL Entities, jointly and severally, hereby agree to indemnify, defend and hold harmless the LATA Parties from and against any and all direct costs, liabilities, damages and expenses (including reasonable attorneys’ fees and expenses but excluding consequential, punitive and indirect damages) arising out of or resulting from any liabilities (other than Disclosed Liabilities) of such Contributed Entity or any of its Subsidiaries, whether direct or indirect, known or unknown, absolute or contingent, arising prior to the applicable Closing, solely to the extent pertaining to the assets or activities, if any, of any of such Contributed Entity and its Subsidiaries, that are not directly or indirectly related to the Property or to any other Contributed Property. (b) The EL Entities shall have no liability or obligation in respect of any amounts indemnifiable under or this Section 3.2 unless and until the aggregate of all such amounts with respect to such Contributed Entity collectively exceeds $25,000, whereupon the EL Entities shall be liable for the full amount thereof including the $25,000. In no event shall the EL Entities be liable pursuant to this Section 3.2 for any amounts with respect to such Contributed Entity in excess of Three Million Dollars ($3,000,000). (c) This Section 3.2 shall survive the applicable Closing with respect to such Contributed Entity until the expiration of the first anniversary of such Closing and, with respect to any Assumed Contractwritten claim delivered to either of the EL Entities within such one year period, Permituntil final non-appealable adjudication or settlement thereof, Governmental Orderprovided litigation is, or Real Property Lease required by adjudication proceedings are, instituted within six (6) months following the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a); (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent receipt of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c);written claim by either EL Entity. (d) This Section 3.2 shall not apply to any liability or obligation relating to or arising out of any of the Excluded Assets; (e) any liability indemnification with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller Taxes under this Agreement or any document executed in connection therewith, including the Ancillary AgreementsArticle 8.

Excluded Liabilities. Notwithstanding any other provision in of this Agreement or any other writing to the contrary, Buyer does not assume, and shall assume only not have any obligation to pay, perform or discharge, any liability of Seller other than the Assumed Liabilities and neither Buyer nor any Liabilities, all of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations which shall be retained by and remain liabilities, obligations and liabilities commitments of the SellerSeller (collectively, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following . Excluded Liabilities shall be Assumed Liabilities for the purposes of this Agreementinclude: (a) any liability liabilities, obligations or obligation under commitments arising out of or with respect relating to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required that certain [*] Agreement by and among [*] and Seller (the terms thereof to be discharged prior to “[*] Agreement”) dated [*] (the Effective Time or as set forth on Schedule 2.04(a“[*] Date”); (b) any liability liabilities, obligations or obligation for which commitments arising out of or relating to the LIN Companies, the Seller ownership or any of their respective Affiliates has already received or will receive the partial or full benefit use of the Station Asset to which such liability or obligation relates, but only Purchased Assets prior to the extent of such benefit receivedClosing Date; (c) the liability related any obligations with respect to the Indebtedness employment of the Seller, the LIN Companies, any individual who is a party to any confidentiality or any of their respective Affiliates, including, without limitation, as set forth non-disclosure agreement listed on Schedule 2.04(c2.1(c);; [*] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (d) any liability or obligation relating to or liabilities and obligations arising out of or relating to the return of Products or any product liability, breach of warranty or similar claim for injury or other harm to person or property, regardless of when asserted, that arises out the Excluded Assetsany clinical study or other development, use or misuse of Products supplied by, for or on behalf of Seller prior to the Closing Date; (e) any liability obligations, if any, to make any payments to the ALS Charitable Remainder Trust dated August 28, 2006 (“ALSCT”) in accordance with respect that certain Royalty Agreement dated August 28, 2006 between Seller and ALSCT as amended by that certain letter agreement dated August 13, 2009 between Seller and ALSCT, on any sums payable by Buyer to Excluded Employees and Employees who are not Transferred EmployeesSeller pursuant to this Agreement; (f) any Tax liability or obligation (i) relating except to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly the extent specifically provided in Section 9.02)2.2, all other liabilities, obligations and commitments, regardless of when they are asserted, billed or (iii) for which Seller is otherwise liable pursuant imposed or when they become due or payable, of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to, directly or indirectly, the Products or the Purchased Assets to Section 9.05; (g) any liability to indemnifythe extent such liabilities, reimburse obligations or advance amounts commitments are attributable to any officeraction, memberomission, Employee performance, non-performance, event, condition or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, circumstance prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary AgreementsClosing Date.

Excluded Liabilities. Notwithstanding Purchaser shall not assume or become liable for -------------------- any provision in this Agreement obligations, commitments, or liabilities of Seller, whether known or unknown, absolute, contingent, or otherwise, and whether or not related to the contraryAcquired Assets, Buyer shall assume only except for the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of (the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations Seller not being assumed being herein by Purchaser are hereinafter referred to as the “"Excluded Liabilities”"). Without limiting the generality of the preceding sentence, andthe Excluded Liabilities include all obligations and liabilities of Seller (i) not reflected in or reserved against in the Closing Balance Sheet, notwithstanding anything to the contrary and (ii) not specifically described in Section 2.032.1(b) and Section 2.1(c) hereof, none of including without limitation, the following shall be Assumed Liabilities for the purposes of this Agreementfollowing: (a) All liabilities arising out of any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior Company Benefit Plan (as defined in Section 5.19(a)) other than pursuant to the Effective Time or Employment Contract dated as set forth on Schedule 2.04(aof the 30th day of July, 1993 by and between Image and H. ▇▇▇▇ ▇▇▇▇▇▇▇, as amended (the "▇▇▇▇▇▇▇ Employment Contract"); (b) any liability Any losses, costs, expenses, damages, claims, demands and judgments of every kind and nature (including the defenses thereof and reasonable attorneys' and other professional fees) related to, arising out of, or obligation for which in connection with Seller's failure to comply with the LIN Companies, the Seller Bulk Transfer Act or any of their respective Affiliates has already received similar statute as enacted in any jurisdiction, domestic or will receive the partial or full benefit of the Station Asset to which foreign, except such liability or obligation relates, but only as arises as a result of Purchaser's failure to the extent of such benefit receivedpay Assumed Liabilities; (c) the Any liability related or obligation arising or accruing under any Contract or Real Property Lease prior to the Indebtedness of the SellerEffective Time, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) and any liability or obligation relating arising from or related to any breach or arising out violation by Seller of or default by Seller under any provision of any of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability Contract or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable Real Property Lease prior to the Effective Time; (jd) any Action, including any Action relating Any liability of Seller with respect to any Employeeclaim or cause of action, to regardless of when made or asserted, which arises (i) out of or in connection with the extent arising from or related to operations of the period Business by Seller prior to the Effective Time; andTime and which is not specifically listed or described in Section 2.1 hereof, or (ii) out of or in connection with the operations of the Business prior to the Effective Time under any federal, state, or local law, rule, or regulation relating to (A) environmental protection or clean-up, (B) taxation, or (C) employment or termination of employment; (ke) Any liabilities or obligations of Seller relating to the Excluded Assets; (f) Any liabilities or obligations of Seller relating to sales and use, transfer, documentary, income or other taxes levied on the transfer of the Acquired Assets; (g) Except for the Assumed Employment Obligations, any liability or obligation (including, without limitation, salaries, bonus, vacation pay, sick pay, holiday pay, severance pay and other like obligations or payments), arising prior to or as a result of the Seller under this Agreement Closing, to any present or any document executed in connection therewithformer employee, including agent, or independent contractor of Seller, whether or not employed or retained by Purchaser after the Ancillary Agreements.Closing; (h) All Environmental Liabilities (as hereinafter defined);

Excluded Liabilities. Notwithstanding any provision anything to the contrary in this Agreement to Agreement, except for the contraryAssumed Liabilities, Buyer shall not assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume Seller’s liabilities of any other liability nature whatsoever, whether accrued, absolute, contingent, or obligation otherwise, whether known or unknown, whether due or to become due, and regardless of the Sellerwhen or by whom asserted, including, but not limited to, the LIN Companies or any of their respective Affiliates of whatever naturefollowing (collectively, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement:): (ai) any liability of Seller’s liabilities under this Agreement and any other agreements (whether written or obligation under or oral) entered into by Seller (other than, with respect to any the period after the Closing Date, the Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(aContracts); (bii) any liability or obligation of Seller for which the LIN Companies, the Seller or taxes for any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedperiod; (ciii) the liability related to the Indebtedness any of the Seller’s liabilities for vacation pay, the LIN Companiessick pay, holiday pay, salary, bonuses, or other payments or liabilities of any kind to any current or former employee of their respective Affiliates, Seller (including, without limitation, the Transferred Employees), or under any employee benefit or Employee Benefit Plan; (iv) any note(s), loan(s) or agreement(s), payable in favor of, or any other amount(s) owed to, any lender or creditor of Seller or Sole Shareholder, except for the Senior Lender (as set forth on Schedule 2.04(cdefined herein); (dv) any liability or obligation relating to or arising out of any of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation Seller’s liabilities (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02)arising by reason of any violation or alleged violation of any federal, state, local, or foreign law, (ii) imposed on arising by reason of any breach or payable alleged breach by Seller of any contract, agreement, license, commitment, instrument, judgment, order, or with respect to Seller (except as expressly provided in Section 9.02)decree, or (iii) for which Seller is otherwise liable pursuant to Section 9.05arising under any environmental and safety requirements; (gvi) any liability amounts owed to indemnifythe Sole Shareholder, reimburse or advance amounts to any officerformer shareholder(s) of Seller, member, Employee or agent of the Seller or any seller of its Affiliates, other than any liability assets to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective TimeSeller; and (kvii) any liability of the Seller under this Agreement or pertaining to any document executed in connection therewith, including the Ancillary AgreementsExcluded Asset.

Excluded Liabilities. Notwithstanding any provision in this Agreement to Other than the contraryAssumed Liabilities, Buyer assumes no other Liabilities of MII Life, and Buyer shall assume only the Assumed not be liable or responsible for, be obligated to pay, perform or otherwise discharge, and MII Life shall retain, all other Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation MII Life (together with certain Liabilities of the SellerSamCo specifically set forth below, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For the avoidance of doubt, and, notwithstanding anything to the contrary in Section 2.03, none of the following Excluded Liabilities shall be Assumed Liabilities for the purposes of this Agreementinclude: (ai) any liability or obligation under or with respect Liability relating to any breach or default of any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged Contract arising prior to the Effective Time or as set forth on Schedule 2.04(a)Closing; (bii) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability all Taxes related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or arising out of any of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Acquired Assets for Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or Periods; (iii) for which Seller is otherwise liable pursuant to Section 9.05; all contractually assumed Taxes of other Persons (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect except to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly extent otherwise assumed by Buyer hereunder); (iiv) any liability and all Taxes allocated to, of or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Timeimposed on either Seller; (jv) any ActionIndebtedness of either Seller, including Transaction Expenses, or transaction expenses of SamCo; (vi) any Action Liability relating to any Employee, custodial agreement of either Seller in respect of the Accounts; (vii) any Liability to the extent arising from or related to the period prior to the Effective Timeout of any Excluded Asset; (viii) any Excluded Employee Liability; and (kix) any liability other Liability of the Seller under this Agreement any kind, whether known or any document executed in connection therewithunknown, including the Ancillary Agreementscontingent, matured or otherwise, whether currently existing or hereinafter created, other than an Assumed Liability.

Excluded Liabilities. Notwithstanding anything to the contrary contained herein or any provision in this Agreement other agreement or instrument to the contrary, Buyer Purchaser shall assume only not assume, agree to pay, satisfy, or discharge or in any way be liable or responsible for, any liabilities, commitments, or obligations of Seller Parties or any other Person except for the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller(collectively, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to . Without limiting the contrary in Section 2.03, none generality of the following foregoing, Purchaser shall be Assumed Liabilities not assume, and Seller, Owner, or any other Person, as the case may be, shall remain solely and exclusively liable and responsible for the purposes of this Agreementfollowing which all constitute Excluded Liabilities: (a) any liability liabilities or obligation obligations (whether absolute, contingent, or otherwise), including, without limitation, any such liabilities or obligations arising under the Business Contracts, any Environmental and Safety Requirements, or any PPP Loan, that accrue or result from any conditions, events or activities occurring or existing before the Closing Date with respect to any Assumed Contract, Permit, Governmental Order, the Assets or Real Property Lease required by the terms thereof to be discharged prior otherwise relating to the Effective Time Practice or as set forth on Schedule 2.04(a)the operation thereof; (b) any liability or obligation of Seller Parties for which any Taxes of any kind accrued for, applicable to or arising from any period whether before, on or after the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective AffiliatesClosing Date, including, without limitation, those Taxes to be paid by Seller Parties as set forth and provided for in Section 7.4 below; (c) any liabilities or obligations that accrue with respect to the Excluded Assets (including any Excluded Contracts), whether before, on Schedule 2.04(c)or after the Closing Date; (d) any liability litigation to which any Seller Party is a party, including, without limitation, the litigation described on Schedule 5.5, including any judgments or obligation relating to or arising out of any of the Excluded Assetsother amounts due related thereto; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability liabilities or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or that accrue with respect to the operation of the StationsPractice by any Seller Party or the ownership, including the owning operation or holding use of the Station Assets, Assets by any Seller Party prior to the Effective Time Closing Date, except as expressly assumed herein; (excluding f) any liability or obligation expressly assumed by Buyer hereunderin respect of any Benefit Arrangement or any other liability or obligations with respect to Employees and the Practice; (g) any liabilities and obligations of Seller arising under Section 4980B of the Code or similar state law (“COBRA”); (h) any Employee Payables; (i) any liability liabilities or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with obligations of Seller arising under the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time;Lease; and (j) any Action, including any Action relating liability pursuant to any Employee, to the extent arising from bulk sales or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreementssimilar laws.

Excluded Liabilities. Notwithstanding anything to the contrary set forth herein, other than the Assumed Liabilities, Purchaser has not assumed, agreed to pay, discharge or perform or incurred any provision in liability or obligation under this Agreement or otherwise become responsible in respect of any liability or obligation of Seller (the "Excluded Liabilities"). Without limiting the generality of the foregoing and notwithstanding anything in Section 1.6 to the contrary, Buyer Purchaser has not assumed and shall assume only the Assumed Liabilities and neither Buyer nor not be liable for any of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes liabilities or obligations of this AgreementSeller: (a) Any federal, state, local or foreign income, capital gains, profits, gross receipts, payroll, capital stock, franchise, employment, withholding, social security, unemployment, disability, real property, personal property, stamp, excise, occupation, sales, use, transfer, mining, value-added, investment credit recapture, alternative or add-on minimum, environmental, estimated or other taxes, duties or assessments of any liability or obligation under or kind, including any interest, penalty and additions imposed with respect to such amounts (collectively, "Taxes") levied by any Assumed Contractnational, Permitstate, Governmental Order, regional or Real Property Lease required by local taxing authority whether or not levied in connection with the terms thereof sale of the Assets to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a)Purchaser; (b) any liability Any liabilities or obligation obligations of Seller for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or arising out of any of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance accrued vacation or stay bonus or any other compensation payable in connection with the similar payments to employees which arise as a result of consummation of the transactions contemplated hereby and any other liabilities or obligations of Seller which arise out of or are incurred with respect to this Agreement and the transactions contemplated hereby (including including, without limitation, Seller's legal and accounting fees); (c) Any liabilities or obligations of Seller directly or indirectly incident to or arising out of or incurred with respect to the Assets; (d) Any liabilities or obligations of Seller arising under any termination governmental statute, code, rule, regulation, ordinance, decree, or other requirement or law relating to (i) the protection of human health and safety or the environment (collectively, "Environmental Laws") or (ii) labor or employment with respect to the conduct of the Business or conditions in connection therewith) or otherwise due and payable with the Business prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Timedate hereof; and (ke) any liability Any accounts payable or trade payables of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary AgreementsSeller.

Excluded Liabilities. Notwithstanding (a) Neither the Buyers nor any provision in this Agreement to the contrary, Affiliate of each Buyer shall assume only assume, take subject to or be liable for any liabilities or obligations of any kind or nature other than the Assumed Liabilities and neither Buyer nor Liabilities, whether absolute, contingent, accrued, known or unknown, of the Business, any of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies Seller or any Affiliate of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates Seller (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a);. (b) Without limiting the generality of Section 2.6(a) and excepting the Assumed Liabilities listed in Section 2.5, the Excluded Liabilities shall include any liability liabilities or obligation for which the LIN Companies, obligations of the Seller or the Shareholder or any Affiliate of their respective Affiliates has already received Seller or will receive the partial Shareholder incurred, arising from or full benefit out of, in connection with or relating to: (i) any claims made by or against the Seller or the Shareholder or any Affiliate of Seller or the Station Asset to which such liability Shareholder, whether before or obligation relatesafter the Closing Date, but only that arise out of events prior to the extent of such benefit receivedClosing Date, including any and all liabilities or obligations relating to investigations by any Governmental Authority; (cii) any Taxes, including any Taxes arising by reason of the transactions contemplated herein; (iii) any liabilities or obligations under a Contract; (iv) Environmental Laws or environmental liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)Real Property; (dv) any liability Plans or obligation relating to or arising out of any of the Excluded AssetsOther Benefit Obligations; (evi) any liability employment, severance, retention or termination agreement with respect to Excluded Employees and Employees who are not Transferred Employeesany employee; (fvii) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05employee grievance; (gviii) any liability obligation to indemnify, reimburse or advance amounts to any officer, memberdirector, Employee employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Dateagent; (hix) the liabilities and obligations arising any obligation to distribute to any shareholder or with respect otherwise to the operation apply all or any part of the Stations, including the owning or holding consideration received hereunder; (x) any Proceeding pending as of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with Proceeding commenced after the consummation Effective Time that arises out of the transactions contemplated hereby (including or relates to any termination of employment in connection therewith) occurrence or otherwise due and payable event happening prior to the Effective Time; (jxi) any Actioncompliance or noncompliance with any Legal Requirement of any Governmental Authority; (xii) any credit facility or any security interest related thereto, including but not limited to the credit facility provided to the Seller by Fifth Third Bank and the related security interest pledged by the Seller to Fifth Third Bank; (xiii) any Action fees and expenses in connection with the transactions contemplated hereby; (xiv) any obligation to any shareholder or former shareholder; (xv) any obligation relating to any Employee, to the extent arising from or related to the period prior to the Effective TimeExcluded Assets; and (kxvi) any liability obligation of the any Seller under this Agreement or any other document executed in connection therewith, including with the Ancillary Agreementstransactions contemplated hereby.

Excluded Liabilities. Notwithstanding Buyer does not hereby assume, and shall not at any provision in this Agreement to time hereafter (including on or after the contraryEffective Date) become liable for, Buyer shall assume only any of the Assumed Liabilities and neither Buyer nor of Seller or any of its Affiliates or any ERISA Affiliate of any of the foregoing other than the Assumed Liabilities (the "Excluded Liabilities"). Without limiting the generality of the foregoing, the Excluded Liabilities shall assume include any other liability or obligation Liabilities of the Seller, howsoever arising and whether or not known as the LIN Companies date hereof, that relate to the period prior to the Effective Date that were not included as such on the Adjusted February 28 Balance Sheet or that are not included as Assumed Liabilities within Section 2.3(ii) above. Further, the Excluded Liabilities shall include, without limitation, the following Liabilities: (a) any Liability of any of Seller or any of their respective its Affiliates or any ERISA Affiliate of whatever natureany of the foregoing whether currently in existence or arising hereafter that is not attributable to, or that does not arise out of the conduct of, the Business; (b) any Liability whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies hereafter directly or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred indirectly relating to as the “an Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a); (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedAsset; (c) the liability related any Liability whether currently in existence or arising hereafter relating to the Indebtedness of the Sellerfees, the LIN Companiescommissions or expenses owed to any broker, finder, investment banker, accountant, attorney or other intermediary or advisor employed by Seller or any of its Affiliates or their respective AffiliatesERISA Affiliates in connection with the transactions contemplated hereby or arising in connection herewith; or any liability of Seller to employees of the Business in respect to any bonus or other payment made in respect of, by reason of, or contingent on, the transactions contemplated hereby; or any other fees and costs arising in connection with the transaction (including, without limitationfor example, as transfer taxes) (all of the Liabilities set forth on Schedule 2.04(cin this subsection (c) are referred to as the "Transaction Expenses"); (d) any liability Liability the existence of which constitutes, gives rise to, or obligation relating to or arising out arises by reason of, a breach of any of the Excluded Assetsrepresentation, warranty or covenant hereunder; (e) any liability with respect contingent Liabilities of Seller related to Excluded Employees any transactions by Seller prior to the Effective Date except Liabilities that Buyer has expressly agreed to assume pursuant to the terms of this Agreement and Employees who are not Transferred Employeesthose Liabilities listed on Schedule 2.4.(e); (f) any Tax liability Liability related to indebtedness of Seller for borrowed money or obligation (i) relating to Pre-Closing Tax Periods (capitalized leases, or the guarantee by Seller of the indebtedness of any other Person, except as expressly provided for in Section 9.02set forth on the Adjusted February 28 Balance Sheet or on Schedule 2.4.(f) (including amounts owed to Valley American Bank), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent Liability of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Datearising under this Agreement; (h) the liabilities and obligations arising or subject to Section 6.6 below, with respect to the operation of the Stations, including the owning Products manufactured on or holding of the Station Assets, prior to the Effective Time Date (excluding and whether or not sold prior to the Effective Date), any liability Liability arising out of, resulting from, or obligation expressly assumed relating to claims seeking return, replacement, and/or repair of such Products pursuant either to (i) express product warranties extended by Seller prior to the Closing Date or by Buyer hereunder)after the Closing Date (provided that Buyer's warranties are no more expansive than the warranties extended by Seller prior to the Closing Date) or (ii) product warranties or obligations implied or provided by Applicable Law; (i) any liability with respect to Products manufactured on or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective TimeDate (and whether or not sold prior to the Effective Date), any Liability arising out of, resulting from, or relating to product liability claims; (j) any Action, including Liability of Seller which serves as basis of any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; andclaim for indemnification under Article VIII hereof; (k) any liability Liability under contracts set forth on Schedule 2.4.(k); (l) any Liabilities under contracts with, or indebtedness to, Affiliates of Seller, except as set forth on Schedule 2.4.(l); (m) any Liability under the Personal Property Leases and the Scheduled Contracts which is not an Assumed Liability under Section 2.3(ii); (n) any Liability of Seller relating to worker's compensation benefits, whether arising or maturing prior to or after the Effective Date, but only for incidents occurring prior to the Effective Date; and (o) any Liability in respect of Seller Payments. For the purposes hereof, the "Seller Payments" mean any direct or indirect payments made to or for, or on behalf of, or Liabilities accrued on account of, any Shareholder, regardless of how characterized, and regardless of the Seller under this Agreement or any document executed in connection therewithnature thereof, including the Ancillary Agreements.i.

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other Transaction Document to the contrary, Buyer shall assume the members of the Company Group are assuming from B▇▇▇▇ H▇▇▇▇▇ and its Affiliates only the Assumed Business Liabilities and neither Buyer nor any no member of its Affiliates the Company Group is assuming (and no member of the Company Group shall assume retain) any other liability Liability or obligation of B▇▇▇▇ H▇▇▇▇▇ or its Affiliates of any kind, character or description (whether known or unknown, accrued, absolute, contingent or otherwise and whether arising before, on or after the SellerClosing), the LIN Companies expressly including any such Liabilities or obligations related to or arising out of any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafterthe Excluded Assets. All such other liabilities Liabilities and obligations shall be assumed or retained by (as applicable) by, and become or remain (as applicable) obligations and liabilities of the SellerLiabilities of, the LIN Companies or their respective B▇▇▇▇ H▇▇▇▇▇ and its Affiliates (all such liabilities Liabilities and obligations not being assumed or retained (as applicable) by a member of the Company Group being herein referred to as the “Excluded Liabilities”). For the avoidance of doubt and without limiting the foregoing, and, notwithstanding anything to the contrary in Section 2.03, none of Excluded Liabilities include the following shall be Assumed Liabilities for the purposes of this Agreementfollowing: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior except to the Effective Time extent included in the calculation of the Closing Payment Amount, any Liability for Transaction Expenses or as set forth on Schedule 2.04(a)Debt; (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedB▇▇▇▇ H▇▇▇▇▇ Employee Liabilities; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or Liabilities for any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)B▇▇▇▇ H▇▇▇▇▇ Indemnified Tax; (d) except to the extent included in the calculation of the Closing Payment Amount, any liability or obligation Liabilities relating to or to, arising out of or resulting from any of Nonassignable Asset that is not validly and effectively assigned to the Excluded AssetsCompany Group or to which the Company Group does not otherwise receive the rights and benefits pursuant to Section 2.7; (e) Liabilities related to any liability with respect to Excluded Employees and Employees who are Joint Use Facility that is not Transferred Employees;included in the Business Assets; and (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as the Liabilities expressly provided for in Section 9.02), (ii) imposed set forth on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary AgreementsSchedule 2.6 attached hereto.

Excluded Liabilities. Notwithstanding Except for those liabilities expressly assumed by Buyer or any provision in this Agreement Affiliate designated by Buyer pursuant to the contrarySection 2.2, Buyer shall not assume only the Assumed Liabilities and neither Buyer nor shall not be liable for, and Seller and its direct or indirect subsidiaries shall retain and remain solely liable for , any of the debts, contracts, agreements, commitments, obligations and other liabilities of any nature whatsoever of Seller and its Affiliates shall assume any other liability direct and indirect subsidiaries, whether known or obligation of the Sellerunknown, accrued or not accrued, fixed or contingent, including without limitation, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreementfollowing: (a) Any liability for breaches by Seller or any liability of its respective direct or obligation under indirect subsidiaries on or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time Closing Date of any contract or as set forth any other instrument, contract or purchase order or any liability for payments or amounts due under any Contract or any other instrument, contract or purchase order on Schedule 2.04(a)or prior to the Closing Date; (b) any Any liability or obligation for which the LIN Companies, the Taxes attributable to or imposed upon Seller or any of their respective Affiliates has already received its direct or will receive indirect subsidiaries for any period (or portion thereof) through the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective AffiliatesClosing Date, including, without limitation, as set forth on Schedule 2.04(c)any Taxes attributable to or arising from the transactions contemplated by this Agreement unless such Taxes are attributable to Buyer's failure to comply with its obligations under this Agreement; (c) Any liability or obligation for or in respect of any loan, other indebtedness for money borrowed, or account payable of Seller or any of its direct or indirect subsidiaries, including any such liabilities owed to Affiliates of Seller; (d) any Any liability or obligation arising as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time, to the extent relating to any action or arising out omission on or prior to the Closing Date by or on behalf of Seller or any of the Excluded Assetsits direct or indirect subsidiaries, including, without limitation, any liability for infringement of intellectual property rights, breach of product warranty, injury or death caused by products, or violations of federal or state securities or other laws; (e) Any liability or obligation arising on or prior to the Closing Date out of any liability with respect to Excluded "employee benefit plan," as such term is defined by the Employee Retirement Income Security Act of 1974 ("ERISA") or other employee benefit plans, except for accrued vacation payments for Transferred Employees and Employees who are not Transferred Employeesunder Section 7.1(b); (f) any Tax Any liability or obligation for making payments of any kind (i) relating to Pre-Closing Tax Periods (except including as expressly provided for in Section 9.02)a result of the sale of Purchased Assets or as a result of the termination of employment by Seller of employees, (ii) imposed on or payable by or other claims arising out of the terms and conditions of employment with respect to Seller (except Seller(except as expressly provided in Section 9.027.1(b), ) or (iiiseverance pay or otherwise) to employees of Seller or in respect of payroll taxes for which Seller is otherwise liable pursuant to Section 9.05employees of Seller; (g) any Any liability to indemnify, reimburse of Seller incurred in connection with the making or advance amounts to any officer, member, Employee or agent performance of this Agreement and the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Datetransactions contemplated hereby; (h) the liabilities and obligations Any liability of Seller arising or with respect to the operation out of the Stations, including the owning violation of or holding failure to comply with any Environmental Regulations (as hereinafter defined) applicable to Seller's manufacture or sale of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder);Products; and (i) any liability Any costs or obligation for any severance, retention, performance or stay bonus or any other compensation payable expenses of Seller incurred in connection with shutting down, deinstalling and removing equipment not purchased by Buyer, and the consummation costs associated with all contracts and agreements of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreementsnot assumed by Buyer.

Excluded Liabilities. Notwithstanding Purchaser shall not assume or become liable for any provision in this Agreement obligations, commitments, or liabilities of Seller, whether known or unknown, absolute, contingent, or otherwise, and whether or not related to the contraryAcquired Assets, Buyer shall assume only except for the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of (the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations Seller not being assumed being herein by Purchaser are hereinafter referred to as the “"Excluded Liabilities”"), and, notwithstanding anything to . Without limiting the contrary in Section 2.03, none generality of the following shall be Assumed preceding sentence, the Excluded Liabilities for include all obligations and liabilities of Seller (i) not reflected in or reserved against in the purposes of this AgreementClosing Balance Sheet, and (ii) not specifically described in subsection Section 2.1(b) hereof, including without limitation, the following: (a) All liabilities arising out of any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior Company Benefit Plan (as defined in Section 5.19(a)) other than pursuant to the Effective Time or Employment Contract dated as set forth on Schedule 2.04(aof the 30th day of July, 1993 by and between Image and H. Stan ▇▇▇▇▇▇▇, ▇▇ amended (the "Padg▇▇▇ ▇▇▇loyment Contract"); (b) any liability Any losses, costs, expenses, damages, claims, demands and judgments of every kind and nature (including the defenses thereof and reasonable attorneys' and other professional fees) related to, arising out of, or obligation for which in connection with Seller's failure to comply with the LIN Companies, the Seller Bulk Transfer Act or any of their respective Affiliates has already received similar statute as enacted in any jurisdiction, domestic or will receive the partial or full benefit of the Station Asset to which foreign, except such liability or obligation relates, but only as arises as a result of Purchaser's failure to the extent of such benefit receivedpay Assumed Liabilities; (c) the Any liability related or obligation arising or accruing under any Contract or Real Property Lease prior to the Indebtedness of the SellerEffective Time, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) and any liability or obligation relating arising from or related to any breach or arising out violation by Seller of or default by Seller under any provision of any of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability Contract or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable Real Property Lease prior to the Effective Time; (jd) any Action, including any Action relating Any liability of Seller with respect to any Employeeclaim or cause of action, to regardless of when made or asserted, which arises (i) out of or in connection with the extent arising from or related to operations of the period Business by Seller prior to the Effective Time; andTime and which is not specifically listed or described in Section 2.1 hereof, or (ii) out of or in connection with the operations of the Business prior to the Effective Time under any federal, state, or local law, rule, or regulation relating to (A) environmental protection or clean-up, (B) taxation, or (C) employment or termination of employment; (ke) Any liabilities or obligations of Seller relating to the Excluded Assets; (f) Any liabilities or obligations of Seller relating to sales and use, transfer, documentary, income or other taxes levied on the transfer of the Acquired Assets; (g) Except for the Assumed Employment Obligations, any liability or obligation (including, without limitation, salaries, bonus, vacation pay, sick pay, holiday pay, severance pay and other like obligations or payments), arising prior to or as a result of the Seller under this Agreement Closing, to any present or any document executed in connection therewithformer employee, including agent, or independent contractor of Seller, whether or not employed or retained by Purchaser after the Ancillary Agreements.Closing; (h) All Environmental Liabilities (as hereinafter defined);

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary contained in Section 2.03, none this Agreement or any of the following schedules attached hereto, Buyer shall not assume or be liable for any obligations or liabilities of Sellers or Parent other than the Assumed Liabilities for (the purposes of this Agreement"Excluded Liabilities"), including without limitation the following obligations and liabilities: (a) any liability liabilities for Income Taxes (as defined below) of Parent or obligation under Sellers arising from the operation of the Business on or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a)Closing Date; (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only intercompany advances from Sellers to the extent of such benefit receivedBusiness; (c) the liability related all liabilities to the Indebtedness of the Seller, the LIN Companies, or extent relating to any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)Excluded Asset; (d) any obligation or liability of Parent or obligation relating to or Sellers arising out of under this Agreement and under any of the Excluded Assetsother agreement between Buyer and Sellers entered into in connection with this Agreement; (e) all liabilities arising from or related to any liability claims or actions asserted against Parent and/or its Subsidiaries (as that term is defined in Section 5.5 below) by or on behalf of holders of securities of Parent in connection with respect to Excluded Employees and Employees who are not Transferred Employeesthe ownership of such securities; (f) any Tax liability all liabilities of Parent or obligation the Sellers (i) relating arising from the offsite disposal of Hazardous Substances generated or used on or prior to Pre-the Closing Tax Periods (except as expressly provided for in Section 9.02), Date by Sellers or any of their predecessors or (ii) imposed on or payable by or arising in connection with respect to Seller any violation of any Environmental Requirement (except as expressly provided that term is defined in Section 9.02), 5.20) arising from or (iii) for which Seller is otherwise liable pursuant relating to Section 9.05any former facility or former property of the Sellers or any of their predecessors; (g) any liability to indemnifyexcept for the indebtedness and liabilities set forth in Schedule 1.3(f), reimburse all indebtedness or advance amounts to any officer, member, Employee other obligations of Parent or agent the Sellers for borrowed money and all obligations of the Seller Sellers arising under any promissory notes or any of its Affiliates, capital leases (other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement DateLeases); (h) all liabilities of Parent or the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent Sellers arising from or related to the period following lawsuit: ▇▇▇▇▇▇▇ ▇▇▇▇▇, et al. v. U.S. Aggregates, Inc., et al., No. CV-2000-291, in the Circuit Court of Colbert County, Alabama; (i) all liabilities of Parent or the Sellers arising from or related to any "employee benefit plan" as that term is defined in Section 3(3) of ERISA; (j) all liabilities of the Sellers for all claims, costs and assessments under worker's compensation laws that are made or incurred by any of the Employees (as that term is defined in Section 5.17(a)) after the Closing Date but made with respect to injuries incurred by the Employees prior to the Effective TimeClosing Date; and (k) all liabilities of the Sellers for all "welfare benefit claims," costs and assessments under any welfare benefit plan (as defined in Section 3(1) of ERISA) which provides medical, health, disability, accident, life insurance, death, dental or other welfare benefits, including any post- employment benefits or retiree medical, health, disability, accident, life insurance or other such benefits and claims under a "cafeteria plan" as defined in Section 125(d) of the Internal Revenue Code of 1986, as amended, that are made or incurred by any of the Employees prior to the Closing Date but that are payable to any of the Employees on or after the Closing Date. For purposes of this Section 1.4, "Income Tax" shall mean any federal, state, county, local or foreign income, franchise, alternative minimum, add-on minimum or other Tax measured by net income, together with all interest, penalties or additions to Tax or other assessments imposed with respect thereto (including any transferee or secondary liability for any Income Tax and any liability with respect thereto arising as a result of the Seller being (or ceasing to be) a member of any affiliated, consolidated, combined or unitary group (or being included, or required to be included, in any Tax Return relating thereto), as well as any liability under this Agreement or any document executed in connection therewith, including the Ancillary Agreements.tax sharing agreement with respect thereto)

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer The Purchaser shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall not assume any other liability or obligation Liabilities of the Seller, the LIN Companies Selling Group (or any of their respective Affiliates of whatever natureAffiliates), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of relating to the SellerPurchased Assets, the LIN Companies Business or their respective Affiliates otherwise (all such liabilities and obligations not being assumed being herein referred to as Liabilities, collectively, the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of . Excluded Liabilities shall include the following shall be Assumed Liabilities for the purposes of this AgreementLiabilities: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior Liabilities to the Effective Time or as set forth on Schedule 2.04(a)extent directly relating to an Excluded Asset; (b) any liability or obligation Liabilities in respect of Taxes for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset Sellers are responsible pursuant to which such liability or obligation relates, but only to the extent of such benefit receivedSection 11.1; (c) the liability related any Liabilities relating to the Indebtedness Purchased Assets resulting from, caused by or arising out of any service rendered by the Seller, the LIN Companies, Sellers (or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)) at any time before the Closing; (d) any liability legal, investment banking and other advisory costs and expenses incurred or obligation relating to accrued by or arising out of any on behalf of the Excluded AssetsSellers or the Transferred Companies in connection with the Transactions contemplated by this Agreement; (e) any liability except Liabilities with respect to Excluded Employees employees of the Transferred Companies (which, other than Change in Control Payments, are Assumed Liabilities as set forth in Section 2.4(e)), any employee Liabilities (whether or not such Liabilities are accrued or payable at Closing, and Employees whether or not such Liabilities are contingent in nature) relating to present and past employees of the Selling Group to the extent relating to (i) the termination of employment of any such employee prior to or effective as of the Closing (as well as any Liability for severance or dismissal pay or otherwise in connection with any unlawful termination of employment by Sellers, or for accrued vacation or sick time or for salary, overtime, commissions, bonuses or pension fund contributions); (ii) any Benefit Arrangement, whether or not arising prior to, at or after the Closing; (iii) any employee or other Person providing services relating to the Business who are is not a Transferred EmployeesEmployee; or (iv) workers’ compensation claims of any employee which relate to events occurring prior to the Closing Date; (f) any Tax liability account payable of any Seller or obligation (i) relating the Transferred Companies outstanding as of the Closing to Pre-the extent of the amount not included in the Closing Tax Periods (except as expressly Balance Sheet or otherwise reflected on schedules provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.052.4; (g) any liability Liabilities related to indemnify, reimburse claims by any current or advance amounts to any officer, member, Employee former holder or agent alleged holder of shares of capital stock or other securities of or interests in the Seller Parent or any of its Affiliatesthe other Sellers (including any predecessors) arising out of resulting from or in connection with the Transactions or the Transaction Documents, including the approval procedures with respect thereto by the Seller Parent or any of the other than any liability to any Transferred Employee incurred on Sellers, whether for breach of fiduciary duty or after the applicable Employment Commencement Dateotherwise; (h) the liabilities and obligations any Liabilities based upon, arising or out of, with respect to the operation or by reason of the Stations, including the owning or holding failure of the Station Assets, prior representation and warranties contained in the last sentence of Section 5.2 to the Effective Time (excluding be correct in any liability or obligation expressly assumed by Buyer hereunder)respect; (i) any liability or obligation Liabilities for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective TimeTransaction Expenses; (j) any ActionLiabilities arising out of or related to the failure of Concurrent HPS to receive the French Employee Waivers; (k) any Liabilities, including any Action relating to any EmployeeLiabilities in respect of Taxes, to the extent arising out of the Nippon Separation; provided that, for the avoidance of doubt, while Taxes arising from the Nippon Separation constitute Excluded Liabilities, Purchaser remains responsible for filing any Straddle Period Tax Returns of Concurrent NC pursuant to Section 11.2; (l) any employee Liabilities (whether or related not such Liabilities are accrued or payable at Closing, and whether or not such Liabilities are contingent in nature) relating to present and past employees of the Selling Group to the period prior extent relating to any pension obligations under the Effective TimeLaws of Germany; (m) any Liabilities of the Sellers (or their respective Affiliates) under this Agreement and the Transaction Documents; and (kn) any liability Liabilities specifically set forth on Section 2.5 of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary AgreementsDisclosure Schedule.

Excluded Liabilities. Notwithstanding any provision in this Agreement to Except for the contraryAssumed Liabilities, Buyer shall not assume only the Assumed Liabilities and neither Buyer nor or in any of its Affiliates shall assume way become liable for, any other liability debts, obligations or obligation liabilities of the SellerSelling Group, of any kind or nature, known or unknown, liquidated or unliquidated, contingent or fixed, including without limitation, the LIN Companies following: (collectively, the "Excluded Liabilities") 3.2.1. Bank overdrafts, checks in process, intercompany payables or liabilities and any of their respective Affiliates of whatever natureand all indebtedness payable to any banks or financial institutions, whether presently in existence accrued, absolute, contingent or arising hereafterotherwise, or whether due or to become due. 3.2.2. All such other liabilities and obligations shall be retained incurred by and remain obligations and liabilities of the SellerSelling Group in connection with the A-B Agreement, the LIN Companies Telephone Lease or their respective Affiliates (all such the conduct of any business other than the Business. 3.2.3. All liabilities and obligations not being assumed being herein referred arising out of, resulting from, or relating to as any violation of any current or past statute, ordinance or governmental regulation; 3.2.4. Any liabilities to or in respect of any temporary or permanent employees or former employees of the “Excluded Selling Group for any period prior to the Closing Date (collectively, the "Employee Liabilities”"), andincluding, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) without limitation: any liability or obligation under or with respect to any Assumed Contractemployee benefit plan, Permitprogram or arrangement, Governmental Orderwhether or not written, at any time maintained, contributed to by the Selling Group or under which the Selling Group may incur liability, or Real Property Lease required any liability with respect to the Selling Group's withdrawal or partial withdrawal from or termination of any such plan, program or arrangement; any accrued vacation, sick days or personal days (except accrued vacation and sick pay obligations of Seller to employees hired by the terms thereof to be discharged Buyer); and any claim of an unfair labor practice, for severance pay or under any state unemployment compensation law or regulation or under any federal or state employment discrimination law or regulation, that shall have been asserted on or prior to the Effective Time Closing Date, or as set forth on Schedule 2.04(a); (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of the basis for any claim, liability, damages or penalty shall have arisen on or prior to the Closing Date, whether or not such benefit receivedliabilities are described, listed or referred to on any Schedule or Exhibit hereto; (c) 3.2.5. All liabilities and obligations for all litigation and claims under the liability related Occupational Safety and Health Act of 1970, as amended, to the Indebtedness extent they relate to the conduct of the SellerBusiness prior to the Closing Date; 3.2.6. Any liabilities in respect of injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory, arising on or prior to the LIN CompaniesClosing Date, whether or not such liabilities are described, listed or referred to on any Schedule or Exhibit hereto; 3.2.7. All liabilities and obligations for any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, including taxes under Section 59A of the Internal Revenue Code of 1986, as amended (the "Code"), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated or other tax of any kind whatsoever, including any interest, penalty or addition thereto, whether disputed or not. (collectively, "Taxes") relating to the sale of their respective Affiliatesthe Purchased Assets to Buyer or the conduct of the Business or the ownership of the Purchased Assets prior to the Closing Date, except sales taxes as provided in Section 3.1.2; 3.2.8. All liabilities and obligations of the Selling Group directly or indirectly resulting from or arising out of the Selling Group's entering into, performing its obligations pursuant to, or consummating the transactions contemplated by, this Agreement, including, without limitation, as set forth on Schedule 2.04(c)all fees due to the Selling Group's financial advisor, Mesirow Financial, and all legal and other professional fees; (d) any liability or obligation 3.2.9. All liabilities and obligations relating to or arising out of any of the Excluded Assets; (e) any liability with respect to Excluded Employees 3.2.10. All promissory notes, letters of credit, guaranties and Employees who are not Transferred Employeesother commitments of the Selling Group; (f) any Tax 3.2.11. All product liability or obligation (i) claims relating to Pre-products sold and services provided prior to the Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) 3.2.12. All lawsuits, claims, indemnities, mortgages, contingent liabilities and other obligations of the Selling Group; and 3.2.13. All liabilities and obligations otherwise arising out of events, transactions or with respect to the operation of the Stations, including the owning facts which have occurred (in whole or holding of the Station Assets, in part) on or prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severanceClosing Date. The Selling Group, retentionjointly and severally, performance or stay bonus or any other compensation payable in connection with agrees to pay, perform and discharge when due the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary AgreementsExcluded Liabilities.

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer shall assume is assuming only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume is not assuming any other liability or obligation of the Seller, the LIN Companies Seller or any of their respective its Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates Seller (all such liabilities and obligations not being assumed being herein referred to as the “"Excluded Liabilities”"), and, . Without limiting the effect of the foregoing and notwithstanding anything to the contrary in Section 2.03this Agreement or any other writing, none all of the following shall be Assumed Liabilities for the purposes of this AgreementExcluded Liabilities: (a) any liability Indebtedness of Seller or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a)of its Affiliates; (b) any liability or obligation for which the LIN Companies, the of Seller or any of their respective its Affiliates has already received or will receive for any Taxes; provided that any transfer taxes incurred in connection with the partial or full benefit of transactions contemplated by this Agreement shall be paid in the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedmanner set forth in Section 9.02 hereof; (c) the any liability related to the Indebtedness or obligation of the Seller, the LIN Companies, Seller or any of their respective Affiliatesits Affiliates relating to employee compensation, including, without limitation, as set forth on Schedule 2.04(c)employee benefits or similar matters; (d) any liability or obligation whether presently existing or hereafter arising relating to fees, commissions or arising out of expenses owed to any broker, finder, investment banker, accountant, attorney or other intermediary or advisor employed by Seller or any of its Affiliates in connection with the Excluded Assets;transactions contemplated by this Agreement; and (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates to Buyer, JSC or any of their respective Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) including without limitation the liabilities and obligations arising or with respect of Seller to Buyer under the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary AgreementsOperating Agreement.

Excluded Liabilities. Notwithstanding any provision Except as expressly provided in this Agreement the Obligations Undertaking, and without intending to limit the contraryprovisions of Article 8 hereof, Buyer shall assume only the Assumed Liabilities not and neither Buyer nor any of its Affiliates shall does not assume any other liability or obligation of the any Seller, the LIN Companies fixed or contingent, disclosed or undisclosed, and does not and shall not assume any liability for any claim, debt, default, duty, obligation or liability of their respective Affiliates any Seller of whatever any kind or nature, whether presently in existence known or arising hereafter. All such other liabilities unknown, contingent or fixed, all of which, to the extent that they exist on and obligations after the Closing shall be retained by and remain obligations and liabilities Sellers. All of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein foregoing are collectively referred to as the “"Excluded Liabilities”), and, notwithstanding anything " and also include (without intending to limit the contrary in Section 2.03, none provisions of Article 8 hereof) all of the following shall be Assumed Liabilities for the purposes of this Agreementfollowing: 2.4.1 any and all liabilities and obligations based on or arising from the presence, use, disposal or treatment of any Hazardous Substance (aas hereinafter defined) on or about any liability of the Real Properties or obligation under any of the Prior Properties (as hereinafter defined) or with respect to any Assumed Contractof the disposal, Permit, Governmental Orderstorage or other sites or premises used or occupied by or for any Seller or any past or present affiliate or partner thereof, or Real Property Lease required by the terms thereof to be discharged any discharge or release of a Hazardous Substance prior to the Effective Time or as set forth on Schedule 2.04(a); (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN CompaniesClosing Date, or failure to obtain any of their respective Affiliateslicense or permit required in connection with any Hazardous Substance, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or arising out of any non-compliance with any environmental, health or safety law, ordinance, rule or regulation, in each case to the extent based on or arising from any act, transactions, state of facts or other condition or conduct which existed before the Closing Date, whether or not then known, including all fines, penalties, remedial action and clean-up and other costs and expenses; 2.4.2 any obligation or liability of any Seller based upon acts or omissions of any Seller occurring on or after the Closing Date; 2.4.3 any Seller's obligations under any stock or equity option, stock or equity purchase or profit-sharing plans or agreements; 2.4.4 any brokerage, investment banking or finder's fee payable by any of Sellers in connection with the transactions contemplated hereby; 2.4.5 any liabilities of any Seller to any of its present or former partner whether or not arising out of any action by any Seller or in connection with any of the Excluded Assetstransactions contemplated hereby; 2.4.6 any and all obligations of any Seller for any indebtedness, including capitalized leases not expressly assumed by Buyer hereunder and amounts advanced by any Seller or any affiliate thereof or amounts otherwise owed or payable by any Seller or any affiliate thereof, and any and all other intercompany obligations (e) whether current or long-term); 2.4.7 except as expressly set forth in Section 6.6 hereof, any liability and all debts, liabilities and obligations of any Seller incurred or accrued with respect to Excluded Employees any period, or circumstances, or state of facts or occurrences, on, or prior to the Closing Date, relating to bonuses, salaries, wages, incentive compensation, compensated absences, workmen's compensation, FICA, unemployment taxes, employee benefits, medical and Employees who are health, deferred compensation, wage continuation, severance, termination, pension (including any unfunded accrued or vested obligation), section 401(k) plans, cafeteria, child care, retirement, profit-sharing or similar plans or arrangements and any and all vacation, holiday or sick pay or leave incurred or accrued with respect to any current or former employees of Seller whether or not Transferred Employeessuch employees become employees of Buyer; (f) 2.4.8 any Tax liability and all domestic and foreign federal, state and local income, payroll, property, sales, use, franchise or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02)value added tax liabilities, (ii) imposed on or payable by any Seller or with respect to Seller (except as expressly provided income or activities of any Seller, including assessments and governmental charges or levies imposed in Section 9.02)respect of such taxes, and any and all other taxes of any Seller, any subsidiary or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) affiliate, including any liability to indemnify, reimburse income or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or gains tax with respect to the operation Transfer of Acquired Assets contemplated hereby; 2.4.9 any and all liabilities and obligations of any Seller arising under or in connection with this Agreement (including indemnification obligations and obligations to pay expenses arising out of this Agreement), or from any failure to perform any of the Stations, including the owning agreements contained herein or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable incurred in connection with the consummation of the transactions contemplated hereby (hereby, or for which any Seller is responsible under this Agreement, including fees of lawyers, accountants and other advisors; 2.4.10 any termination and all liabilities and obligations with respect to claims, suits, legal, administrative, arbitral or other actions, proceedings and judgments with respect to causes of employment in connection therewith) action or otherwise due disputes arising out of, and payable other actual or alleged liabilities of any Seller asserted or imposed, or arising out of, any events occurring, or circumstances or state of facts existing, on or prior to the Effective TimeClosing Date, including personal injury, anti-trust, tort negligence, deceptive, unfair or illegal trade practices, or any product liability (including strict liability) or warranty claim with respect to products, goods or items manufactured, sold or distributed or services rendered by any Seller prior to the Closing Date; (j2.4.11 any and all debts, liabilities and obligations of any Seller with respect to any of the Excluded Assets and/or the Excluded Contracts; 2.4.12 any and all liabilities or obligations arising out of any breach, default or non-performance of any lien, license, agreement, or contract, oral or written, or any violation of or failure of compliance with any law, rule, regulation, ordinance, order or judgment, policy or requirement of any governmental body, authority, agency, court, arbitrator(s) or tribunal occurring or accrued, or attributable to any Actionfact, occurrence or state of fact or condition, on or before the Closing Date; 2.4.13 any and all accrued liabilities and obligations arising under leases of real and personal property by any Seller to be assumed by Buyer, including all arrearages in rent, for all periods prior to the Closing Date; 2.4.14 any Action and all claims or liabilities relating to any Employeeactions by any present or former partner, to the extent arising from shareholder, director, officer or related to the period employee of any Seller or any affiliate thereof or of any predecessor of any Seller or any affiliate thereof (including trustees of employee benefit plans) on or prior to the Effective TimeClosing Date; and (k) 2.4.15 any liability and all liabilities or obligations to or as a guarantor, co-obligor or surety of the any Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreementsaffiliate thereof.

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume only not assume, nor become responsible for, any Liabilities of Seller other than the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller(collectively, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), andeach of which shall remain the Liability of Seller. For the avoidance of doubt, notwithstanding anything to Excluded Liabilities includes all Liabilities arising out of, in respect of or relating to: 2.1. the contrary in Section 2.03, none ownership of the following shall be Assumed Liabilities for Purchased Assets or the purposes operation or conduct of this Agreement: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged Business prior to the Effective Time or as set forth on Schedule 2.04(a)Closing; (b) any liability 2.2. all trade accounts payable, regardless of when incurred, billed or obligation for which the LIN Companiesimposed, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedSeller; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or arising out of any of 2.3. the Excluded Assets; 2.4. (ea) any liability with respect to Excluded Employees and Employees who the portion of the Transfer Taxes that are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to the responsibility of Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; 6.2.1, (gb) all Taxes of or imposed on Seller for any Tax period, and (c) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent Taxes of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation Business or the Purchased Assets for any Pre-Closing Tax Period, (which in the case of a Straddle Period, shall be allocated to the StationsPre-Closing Tax Period in accordance with the methodology set forth in Section 6.2.3) including any such Taxes that Buyer is liable for as withholding agent or transferee; 2.5. any indebtedness of Seller; 2.6. all Liabilities related to the employment or service (or the termination of employment or service) of any Person at any time by Seller, including the owning all Liabilities arising under, pursuant to or holding of the Station Assetsin connection with, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus Seller employee plan or any other compensation payable in connection or benefit plan, program, policy, Contract or other arrangement that is or was at any time established, sponsored, maintained or contributed to (or required to be contributed to) by Seller or with respect to which Seller has or could have any Liability or obligation (whether current or contingent); 2.7. this Agreement and the other Transaction Documents (other than Liabilities or obligations attributable to any failure by Buyer to comply with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) terms hereof or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Timethereof); and (k) 2.8. the Specified IP Matters; and 2.9. all Liabilities of Seller outstanding at Closing with respect to the supply of any liability remaining quantity of the Seller under this Initial Order or Expedited Initial Order pursuant to Section 3.4 of the Takasago Agreement or any document executed in connection therewithto Takasago International Corporation for which payment, including as the Ancillary AgreementsExtension Credit, has been made pursuant to Section 4.1(e) of the Takasago Agreement.

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall not assume only the Assumed Liabilities and neither Buyer nor shall not be obligated to assume or be obliged to pay, perform or otherwise discharge any Liability of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities , known or unknown, disputed or undisputed, contingent or non-contingent, liquidated or unliquidated, or otherwise, and obligations Seller shall be retained by solely and remain obligations and liabilities exclusively liable with respect to all Liabilities of the Seller, other than the LIN Companies or their respective Affiliates Assumed Liabilities (all such liabilities and obligations not being assumed being herein referred to as collectively the “Excluded Liabilities”). For the avoidance of doubt, andthe concept of Excluded Liabilities is intended to be construed as broadly as possibly under applicable law, notwithstanding anything to the contrary in including Section 2.03, none 363 of the following Bankruptcy Code as interpreted, and shall be Assumed Liabilities for include, without limitation, the purposes of this Agreementfollowing: (a) any liability Liability of Seller or obligation under its directors, officers, stockholders or with respect to any Assumed Contractagents (acting in such capacities), Permit, Governmental Orderarising out of, or Real Property Lease required relating to, this Agreement or the transactions contemplated by the terms thereof to be discharged this Agreement, whether incurred prior to, at or subsequent to the Effective Time Closing Date, including, without limitation, all finder’s or as set forth on Schedule 2.04(a)broker’s fees and expenses and any and all fees and expenses of any Representatives of Seller; (b) any liability Liability relating to events or obligation for which the LIN Companiesconditions occurring or existing in connection with or arising out of, the Seller Facility as operated by Seller, or the ownership, possession, use, operation or sale or other disposition prior to the Closing Date of any Purchased Assets (or any of their respective Affiliates has already received other assets, properties, rights or will receive the partial or full benefit of the Station Asset to which such liability or obligation relatesinterests associated, but only at any time prior to the extent of such benefit receivedClosing Date, with the Facility), including trade obligations, accrued payroll and other compensation; (c) other than as specifically set forth herein, any Liability to any Persons at any time employed by Seller or its predecessors-in-interest at any time or to any such Person’s spouses, children, other dependents or beneficiaries, with respect to incidents, events, exposures or circumstances occurring at any time during the liability related to the Indebtedness period or periods of the Sellerany such person’s employment by Seller or its predecessors-in-interest, the LIN Companieswhenever such claims mature or are asserted, or any of their respective Affiliates, including, including without limitation, as set forth on Schedule 2.04(c)all Liabilities arising (i) under the Benefit Plans, (ii) under any employment, wage and hour restriction, equal opportunity, discrimination, plant closing or immigration and naturalization laws, (iii) under any collective bargaining laws, agreements or arrangements or (iv) in connection with any workers’ compensation or any other employee health, accident, disability or safety claims; (d) any liability all Liabilities of Seller, or obligation relating with respect to the Facility, in connection with claims of professional malpractice or arising out of any of the Excluded Assetstort; (e) any liability all Liabilities of Seller or with respect to Excluded Employees and Employees who are not Transferred Employeesthe Facility for violations of any Legal Requirement; (f) any Tax liability Liability of Seller relating to the Purchased Assets connected with, arising out of or obligation relating to: (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02)Hazardous Substances or Environmental Laws, (ii) imposed on claims relating to employee health and safety, including claims for injury, sickness, disease or payable by or with respect to Seller (except as expressly provided in Section 9.02), death of any Person or (iii) for which Seller is otherwise liable pursuant compliance with any Legal Requirement relating to Section 9.05any of the foregoing; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any ERISA Affiliate under Title IV of its AffiliatesERISA, other than any liability including with respect to any Transferred Employee incurred on single employer plan, multiemployer plan or after the applicable Employment Commencement Datemultiple employer plan; (h) any Liability of Seller under the liabilities Benefit Plans including any pension, retirement or retiree health and obligations arising welfare Liability to Seller’s current or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder)former employees; (i) any liability Liability of Seller under COBRA or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Timesimilar state law; (j) any Action, including any Action relating to any Employee, to Liability of Seller under the extent arising from WARN Act or related to the period prior to the Effective Time; andsimilar state law; (k) any liability Liability of the Seller under any Benefit Plans ever maintained or offered by Seller to its employees, including any pension, retirement, or retiree health and welfare Liability to Seller’s current or former employees; (l) all Liabilities owed by Seller to Seller’s employees; (m) any Liability, known or unknown, fixed, contingent or otherwise, the existence of which is a breach of, or inconsistent with, any representation, warranty, covenant, obligation or agreement of Seller set forth in this Agreement or in any document executed of the other Ancillary Documents; (n) any Liability of Seller for Taxes, including, without limitation, Taxes attributable to, resulting from, or otherwise arising from the transaction contemplated by this Agreement; (o) any Liability to any Person or Seller on account of any Action or Proceeding; (p) any Liability of Seller under any Collective Bargaining Agreements; (q) any Liability of Seller on account of any private sector cost reimbursement programs or insurance coverage; (r) any experience ratings of Seller maintained by taxing authorities such as unemployment boards; (s) any Liability of Seller relating to or arising out of the ownership or operation of an Excluded Asset; (t) all Liabilities arising out of or pursuant to the Seller Medicare Provider Agreements; and (u) any Liabilities of Seller relating to the ▇▇▇ Lease, including without limitation, any recapture or other liabilities of Seller in connection therewith, including with the Ancillary Agreementstermination thereof.

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03-------- ----------- contained herein, none the City shall not assume, become liable for, or agree to discharge any obligation or liability of JWS or the following shall be Assumed Liabilities for the purposes of this Agreement: Parent including without limitation, (a) any liability current liabilities, accounts payable or obligation under or with respect to any Assumed Contracttrade liabilities, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a); (b) any liability or obligation for which under, related to or arising from any Contract associated with the LIN Companiesassets described in Section 1.2, provided, that the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit City shall, as of the Station Asset to which such liability or obligation relatesClosing Date, but only to assume all obligations of JWS that may arise after the extent of such benefit received; Closing Date under the Contracts listed on Schedule 3.1(e)(i) hereto, (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating of JWS to any former or current employee of JWS, (d) any obligation or liability of JWS arising out from a violation of any law or governmental regulation, including without limitation violation of the Excluded Assets; any Environmental Law (as defined in Section 3.1(i)), (e) any liability with respect liabilities resulting from claims against JWS or the Parent arising prior to Excluded Employees and Employees who are not Transferred Employees; the Closing Date, (f) any Tax other obligation or liability or obligation (i) of JWS relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) the Acquired Assets for which Seller is the City would otherwise liable be responsible, to the extent amounts in respect thereof are recovered at any time by JWS or an Affiliate thereof pursuant to Section 9.05; insurance policies in effect on the Closing Date, (g) any liability to indemnifyor obligation of JWS that would be classified as a long-term liability under generally accepted accounting practices and reflected on a balance sheet prepared in accordance with generally accepted accounting principles, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising any guaranty by JWS of any debt, obligation or with respect to the operation dividend of the Stationsany person or entity, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus of the Business to JWS or any other compensation payable in connection with the consummation of its Affiliates (except obligations of the transactions contemplated hereby (including any termination of employment in connection therewith) City under this Agreement), or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating obligation of JWS to any Employee, make refunds to the extent arising from or related to the period prior to the Effective Time; and its customers (k) any liability all of the Seller under this Agreement or any document executed in connection therewith, including foregoing being hereinafter referred to as the Ancillary Agreements"Excluded Liabilities").

Excluded Liabilities. v Notwithstanding any provision in this Agreement or any other writing to the contrary, the Buyer shall assume is assuming only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume is not assuming any other liability or obligation of the Seller, the LIN Companies Xyz or any Affiliate of their respective Affiliates Xyz (or any predecessor owner of all or part of its business and assets) of whatever nature, nature whether presently in existence or arising or asserted hereafter. All such other liabilities and obligations shall will be retained by and remain obligations and liabilities of the Seller, the LIN Companies Xyz or their respective its Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to . Without limiting the contrary in Section 2.03foregoing, none of the following shall will be Assumed Liabilities for the purposes of this Agreement: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior except to the Effective Time extent of the reserve therefor on the Closing Balance Sheet, any and all liabilities and obligations of Xyz for Taxes that relate to the period ending with the close of business on the day preceding the Closing Date, whether or not such Taxes arise or are asserted before or after the Closing Date (including any Taxes that arise as set forth on Schedule 2.04(aa result of the transactions contemplated by this Agreement); (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only except to the extent of such benefit received; (c) the liability related provided in [Article [●] and] Section 1.3(e), any liabilities or obligations relating to the Indebtedness employee benefits or compensation arrangements existing as of the Seller, close of business on the LIN Companies, or any of their respective Affiliatesday preceding the Closing Date, including, without limitation, as set forth on Schedule 2.04(c)any liabilities or obligations under any of Xyz’s employee benefit agreements, plans or other arrangements listed in Section [●] of the Xyz Disclosure Schedule; (c) any Environmental Liabilities; and (d) any liability or obligation relating to or arising out of any of the an Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary AgreementsAsset.

Excluded Liabilities. Notwithstanding any provision anything in this Agreement to the contrary, Buyer shall assume only contrary and except for the Assumed Liabilities and neither Buyer nor Liabilities, Seller shall, without any of its Affiliates shall assume any other responsibility or liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Orderof, or Real Property Lease required by the terms thereof recourse to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a); (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or arising out of any of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller Buyer or any of its Affiliatesdirectors, other than shareholders, officers, managers, employees, agents, consultants, representatives, affiliates, successors or assigns or persons in similar positions, absolutely and irrevocably retain any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the and all liabilities and obligations of any kind or nature, whether foreseen or unforeseen, known or unknown, existing or which may arise in the future, fixed or contingent, matured or unmatured of Seller, arising out of or calculated with reference to the ownership, use or possession or the transfer of the Property, or the operation or conduct of the Business, prior to or on the Closing Date (the "Excluded Liabilities"). The Excluded Liabilities shall include, but not be limited to: 2.4.1 Any liability of Seller for unpaid taxes (with respect to the operation of Business, the Stations, including the owning Property or holding of the Station Assets, otherwise) for periods prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder)Closing Date; (i) any 2.4.2 Any liability or obligation of Seller for any severanceincome, retentiontransfer, performance or stay bonus or any sales, use, and other compensation payable taxes arising in connection with the consummation of the transactions transaction contemplated hereby (including any termination income taxes arising because Seller is transferring the Property, because any of employment their subsidiaries are deemed to be transferring its assets pursuant to an election under Internal Revenue Code Section 338(h)(10), because Seller has an excess loss account in the stock of any of its subsidiaries, or because Seller has deferred gain on any deferred intercompany transaction); provided, however, that Buyer shall be liable for any sales, use, transfer or other similar taxes or charges that are incurred solely as a result of the transactions contemplated hereby; 2.4.3 Any liability of Seller for the unpaid taxes of any person other than any Seller under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract or otherwise; 2.4.4 Any obligation of Seller to indemnify any person by reason of the fact that such person was a director, officer, manager, employee, agent or a person in any other similar capacity with any Seller or was a customer or contracting party with any Seller, or was serving at the request of any Seller as a partner, trustee, director, officer, employee, manager, agent or in any other similar capacity with another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any statute, charter document, bylaw, agreement, or otherwise); 2.4.5 Any liability of Seller for costs and expenses incurred in connection therewith) with this Agreement and the transaction contemplated hereby; 2.4.6 Any liability or otherwise due obligation of Seller under this Agreement; 2.4.7 Any liability or obligation arising out of or relating to a matter the nondisclosure of which results in a breach of a representation or warranty of Seller contained herein; 2.4.8 All liabilities and payable obligations arising out of incidents or events occurring prior to the Effective TimeClosing Date by any person employed by Seller for payment or benefits under workers' compensation laws or any other law; (j) 2.4.9 All liabilities and obligations arising out of claims made by any Action, including any Action relating to any Employee, to person employed by Seller in the extent arising from Business for payment of costs incurred which arise out of incidents or related to the period events prior to the Effective TimeClosing Date under any medical insurance plan; 2.4.10 All liabilities and obligations of the Business that arise out of, result from or relate to Seller's ownership or operation of the Business for personal injury or property damage that occur or have occurred prior to the Closing Date; 2.4.11 All Seller warranty obligations unless otherwise explicitly assumed pursuant to Section 2.3; 2.4.12 All environmental liabilities resulting from or arising out of the ownership or operation of the Business, the condition of the Property or an environmental claim that a release occurred, in each case prior to the Closing Date; 2.4.13 All liabilities and obligations for contingent payments under that certain Stock Purchase Agreement, dated July 10, 1997, among Halter Marine, Inc. and the shareholders of ▇▇▇▇▇▇▇▇▇ Bond Shipyard, Inc.; 2.4.14 All liabilities and obligations under any agreement between ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Ltd. (or any of its predecessors, including ▇.▇. ▇▇▇▇▇▇▇▇ Holdings, Inc.) and either one of or both ▇.▇. ▇▇▇▇▇▇▇ Associates, Inc. (or any of its predecessors, including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Ltd.) and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇; and (k) any 2.4.15 Any liability of the Seller under this Agreement or any document executed obligation in connection therewithwith seller's employee benefit plans (as defined in ERISA sec. 3(3), 29 USC sec. 1002(3)), including the Ancillary Agreementspension plans, profit-sharing and 401(k) plans, health insurance plans and all other welfare benefit plans; any non-ERISA benefits and fringe benefits. Buyer shall not be an adopting or successor employer on any such plans, nor shall Buyer have liability for any premiums, contributions, matches, or other payments of any kind.

Excluded Liabilities. Notwithstanding any provision Except as specifically provided in this Agreement to the contrarySection 1.4 hereof, Buyer Sellers shall assume only the Assumed Liabilities remain liable and neither Buyer nor any of its Affiliates shall assume any other liability responsible for all liabilities or obligation obligations of the SellerBusiness or Sellers of every kind, the LIN Companies or any of their respective Affiliates of whatever naturenature and description whatsoever, howsoever and whenever arising, whether presently in existence known or arising hereafter. All such other liabilities unknown and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies whether contingent or their respective Affiliates matured (all such liabilities and obligations not being assumed being herein referred to herein as the “"Excluded Liabilities”"). Without limiting the foregoing, and, notwithstanding anything to Sellers expressly acknowledge and agree that the contrary in Section 2.03, none of Excluded Liabilities shall include the following shall be Assumed Liabilities for the purposes of this Agreementfollowing: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior except as related to the Effective Time Ward ▇▇▇e Obligations, any liabilities or as set forth on Schedule 2.04(a)obligations of either the Sellers or Maxco in respect of borrowed money, including any indebtedness arising out of any Debt Instrument, loan or other financing arrangement of similar nature, including any purchase-money financing or capital lease obligations; (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliatesclaim, including, without limitation, product liability or similar claims for injury to person or property, regardless of when made or asserted, which arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by Sellers, or alleged to have been made by Sellers, or which is imposed, or asserted to be imposed, by operation of law, in connection with any service performed or product manufactured by or on behalf of Sellers prior to the Closing Date, including without limitation any claim relating to any product delivered in connection with the performance of such service and any claim seeking recovery for consequential damage, lost revenue or income; (i) any federal, state, local or foreign taxes, assessments, interest, penalties, deficiencies, fees or other governmental charges or impositions, including, without limitation, all income tax, unemployment compensation, social security, payroll, sales and use, excise, privilege, property, ad valorem, franchise, license, school and any other tax or similar governmental charge or imposition under laws of the United States or any state or municipal or political subdivision thereof or any foreign country or political subdivision thereof, payable by either of the Sellers or Maxco with respect to the business, assets, properties or operations of Sellers or Maxco or any member of any affiliated group of which either is a member for any period prior to the Closing Date (" Taxes") or (ii) any federal, state, local or foreign taxes, assessments, interest, penalties, deficiencies, fees or other governmental charges or impositions incident to or arising as set forth on Schedule 2.04(c)a consequence of the negotiation or consummation by Sellers or Maxco or any member of any affiliated group of which either is a member of this Agreement and the transactions contemplated hereby; (d) any liability or obligation relating to under or arising out of in connection with any of the Excluded Assets; (e) any liability with respect or obligation arising out of the violation of any federal, state or local statute, regulation, rule, ordinance or law of other nature relating to Excluded Employees and Employees who are not Transferred Employees;or regulating (i) the emission, discharge or release of pollutants, contaminants, chemicals, or industrial, toxic or 8 hazardous substances or wastes into the environment (including without limitation ambient air, surface water, groundwater, or land), or (ii) the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants, chemicals, or industrial. toxic or hazardous substances or wastes (collectively, " Environmental Laws"), to the extent such liability or obligation relates to or arises out of the condition of the Real Property or the conduct of the Business prior to Closing. (f) any Tax liability or obligation (i) relating arising prior to, or as a result of, the Closing to Pre-Closing Tax Periods (any employees, agents or independent contractors of Sellers, whether or not employed by Purchaser after the Closing, or under any benefit arrangement with respect thereto, except as expressly provided for set forth in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time7.1 hereof; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreements.or

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer shall assume is assuming only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume is not assuming any other liability or obligation of the Seller, the LIN Companies Seller Parties or any Affiliate of the Seller Parties (or any predecessor owner of all or part of their respective Affiliates business and assets) of whatever nature, nature whether presently in existence or arising or asserted hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies Seller Parties or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “"Excluded Liabilities”"), and, notwithstanding anything to . Without limiting the contrary in Section 2.03foregoing, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) any liability or obligation under or with respect to and all liabilities and obligations of the Seller Parties for Taxes (including any Assumed Contract, Permit, Governmental Order, or Real Property Lease required Taxes that arise as a result of the transactions contemplated by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(athis Agreement); (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only except to the extent provided in Section 2.03(b) and (e) and Article IX, any liabilities or obligations relating to employee benefits or compensation arrangements existing as of such benefit received;the end of the day on the day immediately preceding the Closing Date, including any liabilities or obligations under any of Seller Entity Employee Plans listed on Schedule 3.18(j): (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)Environmental Liabilities; (d) any liability or obligation relating to or arising out of any of the an Excluded AssetsAsset; (e) any liability with respect to Excluded Employees and Employees who are or obligation not Transferred Employeesincurred in the ordinary course of the Business; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to all Indebtedness of the Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05;Entities; and (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent all liabilities of the Seller or any Entities resulting from Actions and Orders arising out of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period conduct of the Business prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary AgreementsClosing Date.

Excluded Liabilities. Notwithstanding any provision Except as otherwise specifically provided in Section 2.2(a) and elsewhere in this Agreement to the contraryAgreement, Buyer shall not assume only the Assumed Liabilities and neither Buyer nor shall in no event be liable for any liabilities, debt or obligations of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies whether accrued, absolute, matured, known or any of their respective Affiliates of whatever natureunknown, whether presently in existence liquidated or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellerunliquidated, the LIN Companies contingent or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”)otherwise, and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreementincluding without limitation: (ai) any liability Any liabilities of Seller for federal, state, local or foreign Taxes, except as provided in Section 9.2; (ii) Any indebtedness or other obligation under to ▇▇▇▇▇▇ or with respect its affiliates, including without limitation, loans, advances, tax sharing agreement obligations, obligations to any Assumed Contractaccept returns of merchandise from ▇▇▇▇▇▇, Permit, Governmental Order, or Real Property Lease required by and intercompany accounts; (iii) Any severance liabilities in favor of the terms thereof to be discharged employees of Seller arising prior to the Effective Time or as set forth on Schedule 2.04(a); (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or arising out of any of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (hiv) All liabilities resulting from, arising out of, relating to, in the nature of, or caused by any breach of contract, breach of warranty, tort, infringement, violation of law, or environmental matter caused by Seller's conduct of the Gift Business prior to the Closing Date, including without limitation those arising under Environmental, Health and Safety requirements; (v) All liabilities resulting from, arising out of, or relating to any Employee Benefit Plan for the benefit of Seller's employees; (vi) Any liabilities arising out of or related to any leased vehicles which are not currently used by active employees of Seller arising prior to the Closing Date; (vii) Any liabilities and obligations arising or with respect relating to the operation of the Stations, including the owning or holding of the Station Excluded Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (kviii) any liability of Any supplemental pension liabilities or obligations to former employees. The foregoing obligations and liabilities not assumed by Buyer and described in this Section 2.2(b) are hereinafter called the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreements"Excluded Liabilities."

Excluded Liabilities. Notwithstanding Except for Assumed Liabilities as expressly provided in Section 2.2(a) above, Purchaser will not assume or be liable for any provision in this Agreement Liabilities of Seller or any other Liabilities whatsoever related to the contrary, Buyer shall assume only Business and/or the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates Excluded Assets (all such liabilities and obligations not being assumed being herein referred to as Liabilities, other than the Assumed Liabilities, the “Excluded Liabilities”), and, notwithstanding anything to . Without limiting the contrary in Section 2.03, none generality of the foregoing, the “Excluded Liabilities” include, without limitation, the following shall be Assumed Liabilities for the purposes of this AgreementLiabilities: (ai) all Liabilities in respect of any Included Contract as a result of (A) any liability transaction, status, event, condition, occurrence or obligation under situation existing, occurring or arising on or prior to the Closing Date, (B) any breach of any Contracts occurring on or prior to the Closing Date, (C) any violation of law, breach of warranty, tort or infringement occurring on or prior to the Closing Date, or (D) any charge, complaint, action, suit or other Proceeding related to any of the matters or items described in (A), (B) or (C) of this subclause (i); (ii) (A) all liabilities relating to Taxes attributable to or imposed upon Seller (or for which Seller may otherwise be liable, including as a transferee, successor, by contract or otherwise), for any Pre Closing Tax Period (or portions thereof) ending on or prior to the Closing Date, except as provided in Section 8.1(a), (B) all liabilities and obligations relating to Taxes attributable or imposed on or with respect to the Purchased Assets for any Assumed ContractPre-Closing Tax Period (including, Permitin each case and without limitation, Governmental Orderall liabilities of Seller for Taxes related to the transactions contemplated by this Agreement or thereafter), (C) all liabilities of Seller for the unpaid Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or Real Property Lease required non-U.S. law), by the terms thereof to be discharged contract, as a transferee or successor, or otherwise, and (D) any liability for Taxes of another Person as a result of a contract or agreement entered into on or prior to the Effective Time or as set forth on Schedule 2.04(a)Closing; (biii) any liability or obligation all Liabilities of Seller for which costs and expenses incurred by Seller in connection with the LIN Companiesnegotiation, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit documentation and consummation of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedtransactions contemplated hereby; (civ) the liability related all Liabilities of Seller under or pursuant to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)Transaction Documents; (dv) any liability or obligation relating to or all Liabilities arising out of any of or relating to the Excluded Assets; (evi) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability Liability or obligation (i) arising out of, relating to Pre-Closing Tax Periods (except as expressly provided for to, resulting from or caused by any transaction, status, event, condition, occurrence or situation existing, arising or occurring in Section 9.02), (ii) imposed connection with the ownership or operation of the Business and/or the Purchased Assets on or payable by or prior to the Closing, including, but not limited to, any Liabilities arising in connection with respect to Seller (except as expressly provided in Section 9.02)the employment, engagement, or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnifyservice with, reimburse or advance amounts to any officertermination of employment, memberengagement, Employee or agent of the service from, Seller or any of its AffiliatesAffiliates of any Person (including Liabilities arising in connection with the employment, other than any liability to engagement or termination of any Transferred Employee incurred on or prior to the Closing); (vii) any Liability to any current or former equityholder of Seller; (viii) all Liabilities arising out of or relating to any Seller Plan including, for greater certainty and without limiting the generality of the foregoing, any Liability or obligation arising out of, relating to, resulting from or caused by the sponsorship or administration of any Seller Plan or the participation of Seller or any Transferred Employee in any Seller Plan, and any Liability at any time arising under, pursuant to, in respect of, resulting from, attributable to, or in connection with any Seller Plan including under any related contract, agreement, plan or insurance policy, and the sponsorship of and any Liability at any time arising under, pursuant to or in connection with any Plan or any other compensation or benefit program, plan, policy, Contract, agreement or arrangement at any time maintained, sponsored, contributed or required to contributed to by any of Seller’s Affiliates or with respect to which Seller or any of its Affiliates has any Liability; (ix) all Liabilities for any Indebtedness of Seller or the Business (including under any Contract evidencing or relating to any such Indebtedness); (x) all warranty or product liability claims to the extent related to, associated with or arising out of the ownership, operation, use or control of the Purchased Assets prior to the Closing; (xi) any and all Liabilities and obligations relating to any businesses retained by Seller and/or any of its Affiliates, including as may relate to or arise from the conduct of their respective business(es) from and after the applicable Employment Commencement date Closing Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (ixii) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable Liability expressly set forth in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective TimeSchedule 2.2(b); and (kxiii) all Liabilities and obligations with respect to any liability of the matters and/or Contracts set forth on Schedule 2.2(b)(xi). For purposes of this Section 2.2(b), “Seller” shall be deemed to include any predecessors to Seller under this Agreement and any Person with respect to which Seller is a successor in interest (including by operation of law, merger, liquidation, consolidation, assignment, assumption or any document executed in connection therewith, including the Ancillary Agreementsotherwise).

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer shall assume is assuming only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume is not assuming any other liability or obligation of the Seller, the LIN Companies Seller or any Affiliate of their respective Affiliates Seller (or any predecessor owner of all or part of its business and assets) of whatever nature, nature whether presently in existence or arising or asserted hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies Seller or their respective its Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to . Without limiting the contrary in Section 2.03foregoing, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) except for Taxes expressly assumed by Buyer pursuant to Article 9 hereof, any liability or obligation under or and all liabilities and obligations of Seller for Taxes, including any Taxes that arise as a result of the transactions contemplated by this Agreement and including any sales taxes due in any jurisdiction with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged periods prior to the Effective Time or as set forth on Schedule 2.04(a)Closing Date; (b) any liability liabilities or obligation obligations for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedtransaction related bonuses described in Schedule 3.17(f); (c) the any contractual or other liability owed by Seller to ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company and any other liability or obligation related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)’s costs and expenses incurred in connection with this Agreement; (d) any liability arising prior to closing with respect to an Assumed Plan to the extent that such liability (i) arises with respect to a fiduciary breach under ERISA or obligation relating a nonexempt prohibited transaction under ERISA or the Code, (ii) gives rise to a penalty under ERISA or arising out of the Code or (iii) relates to benefits determined by a court to be available under an Assumed Plan but not covered by any underlying insurance contract in effect as of the Excluded Assetsdate the events giving rise to the benefit claim arose; (e) any liability with respect to Excluded Employees and Employees who are not Transferred EmployeesEnvironmental Liabilities; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for any claim brought by ▇▇▇▇▇ ▇▇▇▇▇, whether or not currently pending, in Section 9.02), (ii) imposed on any governmental agency or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05;tribunal; and (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreementsan Excluded Asset.

Excluded Liabilities. Notwithstanding any provision Except as expressly set forth above in this Agreement to the contrarySection 2.2, Buyer shall assume only is not assuming any liabilities or obligations of, or related to, Seller, the Assets or the Business, and Seller agrees to pay and discharge all such non-assumed liabilities and obligations as and when the same become due and payable. Without limiting the generality of the foregoing, other than the Assumed Liabilities and neither Liabilities, in no event shall Buyer nor assume or incur any of its Affiliates shall assume any other liability or obligation under Section 2.2 or Section 2.3 or otherwise in respect of any of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreementfollowing: (a) any liability or obligation under any Contract arising or with respect accruing or relating to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged period prior to the Effective Time Closing Date, whether related to the Assets or as set forth on Schedule 2.04(a)otherwise; (a) except where otherwise provided, any indebtedness for borrowed money, whether related to the Assets or otherwise; (b) any breach of contract, product liability or obligation for similar claim, regardless of when made or asserted, which the LIN Companiesaccrued or which arises out of, the or is based upon, any act, express or implied representation, warranty, agreement or guarantee made by Seller or any alleged to have been made by Seller, or which is imposed or asserted to be imposed by operation of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relateslaw, but only to the extent in connection with any service performed or product designed, sold, or leased by or on behalf of such benefit receivedSeller or OWW on or prior to the Closing Date; (c) the liability related any federal, state or local income or other Tax (i) payable with respect to the Indebtedness Business, Assets, properties or operations of Seller or OWW for any period prior to the Closing Date, or (ii) incident to or arising as a consequence of the Seller, consummation by Seller of this Agreement and the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)transactions contemplated hereby; (d) any liability or obligation relating to any employees, agents or arising out independent contractors of Seller or under any of the Excluded Assetsbenefit arrangement with respect thereto; (e) any Subscriber or other customer claims, charge-backs, or related liability or obligations that are outside of those incurred in the Ordinary Course of Business, and are attributable to periods and arising from sales of goods or services occurring prior to the Closing Date provided however that product returns in the Ordinary Course of Business consistent with respect to Excluded Employees past practice of Seller and Employees who are not Transferred Employeesthe Business shall be assumed by the Buyer; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for of Seller arising or incurred in Section 9.02)connection with the negotiation, (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05;preparation and execution of this Agreement and the transactions contemplated hereby and fees and expenses; and (g) any liability to indemnifyof counsel, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, accountants and other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreementsexperts.

Excluded Liabilities. Notwithstanding any provision anything to the contrary contained in this Agreement to the contraryAgreement, Buyer shall not assume only and shall not be responsible to pay, perform or discharge (i) any debts, liabilities or obligations of the Seller of any kind, character or description whatsoever (whether absolute or contingent, known or unknown, asserted or unasserted) other than the Assumed Liabilities and neither Buyer nor or (ii) any of its Affiliates shall assume any other liability the following debts, liabilities or obligation obligations of the Seller, whether or not the LIN Companies same are disclosed to Buyer in or pursuant to this Agreement (any of their respective Affiliates of whatever naturesuch debts, whether presently liabilities or obligations described in existence clause (i) or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not ii) above being assumed being herein collectively referred to as the “"Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement:"): (a) any liability liabilities or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a); (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or obligations arising out of any of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on Seller's ownership or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including Business and the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable Purchased Assets prior to the Effective Time; (b) any debts, liabilities or obligations relating to, or occurring or existing in connection with, or arising out of, the Excluded Assets, whether before, on or after, the Effective Time; (c) all indebtedness of the Seller, including all indebtedness for borrowed money, including principal and interest, whether incurred before, on or after the Effective Time; (d) all liabilities of the Seller arising from or relating to any litigation that is currently pending or threatened against or affecting the Seller or its properties or assets or that arise from or relate to actions, events, occurrences or developments that first occurred on or prior to the Closing (whether or not covered by insurance), including all litigation that relates to the Business or Purchased Assets and is pending as of the Effective Time; (e) except as otherwise provided in Section 2.03(i), any liabilities or obligations for (i) any Taxes relating to the Business, the Purchased Assets or the Assumed Liabilities, (ii) any Taxes of the Seller, and (iii) one-half (50%) of any Transfer Taxes described in Section 6.11(a) (collectively, "Excluded Taxes"); for the avoidance of doubt, Excluded Taxes shall not include Taxes arising under Section 2.03(r); (f) except as provided in Section 6.04, any liabilities or obligations of Seller relating to or arising out of (i) the employment, or termination of employment, of (x) any Employee prior to or at the Effective Time, and (y) any Employee that is not a Hired Employee prior to, at and after the Effective Time, (ii) workers' compensation claims of any Employee which relate to events occurring prior to or at the Effective Time, or (iii) any multiemployer plan (as defined in ERISA §3(37)) or any multiple employer welfare arrangement (as defined in ERISA §3(40)), including any of the items set forth on Section 4.14(f) of the Seller Disclosure Schedules; (g) a portion of any liabilities or obligations in respect of rebates, discounts or allowances payable to any customer of the Seller arising under any Sales Contracts, in accordance with the terms specifically set forth in the applicable Sales Contracts, to be transferred to Buyer, as determined based on pro ration in accordance with the applicable method set forth in Section 2.09 of the Seller Disclosure Schedules; (h) any liabilities arising out of or in connection with (A) any product or service warranties or guarantees given by any Seller in connection with or (B) Claims for personal injuries, property damage or losses that involve, any product sold, delivered or otherwise disposed of, or any service performed or delivered, by the Seller prior to the Effective time; (i) any debts, liabilities or obligations of the Seller arising out of or relating to the use or exploitation of rights and interests in any Intellectual Property; (j) any Actionliabilities or obligations of the Seller arising from any breach or violation by the Seller of the terms and provisions of any Contract, including Permit or lease; (k) any Action Claims or other rights pursuant to any agreement or Contract between Seller, or any of its Affiliates, on the one hand, and any of their respective Affiliates, on the other hand; (l) any liabilities or obligations arising from or relating to a breach or violation by the Seller of any Employee, Law or Governmental Order applicable to Seller or its businesses; (m) all environmental liabilities and obligations with respect to the Business to the extent arising from acts or related omissions prior to the period Effective Time either under any Environmental Law or under any contract or other arrangement (including those arising as a result of the transportation or disposal or both, prior to the Effective Time, of hazardous materials regulated by Environmental Law for disposal or treatment); (n) any brokers' or finders' fees or similar fees or expenses incurred by the Seller relating to this Agreement or the Transaction Documents or any of the transactions contemplated hereby or thereby; (o) any debts, liabilities or obligations of Seller arising under or incurred in connection with the negotiation, preparation, investigation, execution, delivery and performance of this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, including fees and expenses of counsel, accountants, consultants, advisers and others; (p) all other liabilities specifically assumed by Seller under the Transaction Documents; (q) any liabilities or obligations set forth on Section 2.04(q) of the Seller Disclosure Schedules; and (kr) any debt, liability or obligation of any Affiliates of the Seller under this Agreement (whether or not similar to any document executed in connection therewithof the categories of debts, including liabilities or obligations of the Ancillary AgreementsSeller described above).

Excluded Liabilities. Notwithstanding any provision Except as set forth in this Agreement to Section 1.3(a) and (b) above, neither the contrary, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates affiliates shall assume any other liability liabilities or obligation obligations of the Seller, the LIN Companies SFS Division or any of their respective Affiliates of whatever natureaffiliates or predecessor owners, whether presently in existence or any liabilities or obligations relating to or arising hereafter. All such other prior to the Closing from the SFS Business or the conduct thereof including, without limitation, (a) breach of product warranties, product liability and liability in tort (including in either case unripened liabilities and obligations shall be retained due to Products manufactured by and remain obligations and liabilities or on behalf of Seller, any affiliate or predecessor owner of the Seller, the LIN Companies SFS Division or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) SFS Business or any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Orderother manufacturer, or Real Property Lease required by the terms thereof to be discharged liabilities from actions or sales occurring prior to the Effective Time or as set forth on Schedule 2.04(aTime); , (b) indebtedness for borrowed money, (c) Tax liabilities, (d) obligations to present or former employees, agents, representatives or other personnel, (e) contract or other agreements not constituting an Assumed Contract, (f) all liabilities relating to the Excluded Assets, (g) all liabilities for the violation or breach of any liability Environmental Laws (as hereinafter defined) and (h) all liabilities for trade and consumer promotions arising prior to the Effective Time, in any case whether known or obligation for which unknown, fixed or contingent, absolute, conditional or otherwise. Without limiting the LIN Companiesgenerality of the foregoing, the Seller Seller, the SFS Division or any of their respective Affiliates has already received affiliates or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitationpredecessor owners, as set forth on Schedule 2.04(c); (d) any liability the case may be, shall remain solely and exclusively liable for all liabilities or obligation relating to or arising out obligations as a result of any of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability act, omission or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable event occurring prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to whether or not the extent arising from related cause of action or related to the period prior to damage occurred after the Effective Time; and (k) any liability of . All liabilities and obligations retained by the Seller, its affiliates or predecessor owners as described in this Section 1.4, are collectively referred to herein as the "Excluded Liabilities." After the Effective Time, the Seller under this Agreement shall, directly or any document executed indirectly, discharge and satisfy in connection therewith, including full when due the Ancillary AgreementsExcluded Liabilities.

Excluded Liabilities. Notwithstanding any provision in this Agreement to Except for the contraryAssumed Liabilities, Buyer shall assume only not assume, pay or perform any other liabilities or obligations of the Sellers, all of which shall be retained by and shall remain the exclusive responsibility of the Sellers (collectively, the "EXCLUDED LIABILITIES") including, without limitation, the following; 2.4.1 all liabilities and obligations of the Sellers arising on or before the Closing Date under the Assumed Liabilities Leases and neither Buyer nor Assumed Contracts which have been duly assigned by Sellers to Buyer; 2.4.2 except as expressly provided in Article VIII and Section 2.3.3, any liabilities or obligations of the Sellers relating to any employment contracts or agreements (whether written or oral) or any employee benefits or compensation arrangements of any nature existing as of the Closing Date, including any liabilities or obligations under any of its Affiliates shall assume Sellers' Employee Plans or Benefit Arrangements; 2.4.3 any other liability or obligation of the SellerSellers for breach of contract, the LIN Companies personal injury, property damage, or violation of any statute, rule, regulation or ordinance (whether based on negligence, breach of warranty, strict liability or any other theory) caused by or arising out of or resulting from, directly or indirectly, any alleged or actual acts or omissions occurring on or before the Closing Date; 2.4.4 any liability or obligation of the Sellers for money borrowed, and any intercompany debt between or among the Sellers or their respective Affiliates of whatever natureAffiliates, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as were incurred in the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none operation of the following shall Business or otherwise; 2.4.5 any amounts due or that may be Assumed Liabilities for claimed or become due to Medicare, Medicaid or any other health care reimbursement or payment intermediary as a result of any audit adjustments, disallowances, or other payment adjustments attributable to any period (or partial period) ending on or before the purposes Closing Date; 2.4.6 any form of this Agreement: (a) any liability Medicare, Medicaid or obligation under other health care reimbursement recapture, adjustment, overpayment, penalty assessment or charge whatsoever with respect to any Assumed Contract, Permit, Governmental Order, period (or Real Property Lease required by partial period) ending on or before the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a)Closing Date; (b) 2.4.7 any liability violation by Sellers or obligation for which their Affiliates of state or federal laws governing health care fraud and abuse or participation in the LIN CompaniesMedicare, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN CompaniesMedicaid, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)other state or federal health care reimbursement program; (d) 2.4.8 any liability or obligation relating to or arising out of any of the an Excluded AssetsAsset; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (2.4.9 except as expressly provided in Article VIII and Section 9.02)2.3.3, or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder)of Sellers to any present or former officer, director, stockholder, employee, patient, agent, or contractor of any Seller in his capacity as such; (i) 2.4.10 any Environmental Liability; 2.4.11 any liability under any workers' compensation law or regulation for any injury or exposure occurring on or prior to the Closing Date; 2.4.12 any liability or obligation for of the Sellers with respect to Taxes which are attributable to either (i) events occurring during any severanceperiod ending on or before the Closing Date, retentionincluding ownership of the Purchased Assets and operation of the Business, performance or stay bonus or any other compensation payable in connection with (ii) the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Timeby this Agreement; and (k) 2.4.13 except as expressly provided in Article VIII and Section 2.3, any liability and all other liabilities and obligations of every kind of the Seller under this Agreement or any document executed Sellers incurred by the Sellers in connection therewithwith, or arising by reason of, its ownership of the Purchased Assets or its conduct of the Business on or before the Closing Date. Buyer shall not assume, and no transferee or successor liability shall attach to Buyer with respect to any of the Excluded Liabilities. The elimination of any risk of such transferee liability attaching to Buyer is a primary inducement to Buyer's entering into this transaction, in that Buyer would not have entered into this transaction under circumstances where any such transferee liability would or might attach to Buyer. The entire negotiations of the parties which respect to this transaction, including the Ancillary AgreementsPurchase Price, were based upon the assumption and agreement that Buyer would not succeed to any liability or obligation of Seller, or related in any way to the Purchased Assets, except for the Assumed Liabilities.

Excluded Liabilities. Notwithstanding any provision in this Agreement The parties expressly agree that Kellstrom shall not assume, agree to pay or otherwise become liable f▇▇ ▇▇▇ ▇▇ligation or liability of the contrary, Buyer shall assume only Company or other Person other than the Assumed Liabilities and neither Buyer nor (with any of its Affiliates liabilities or obligations other than the Assumed Liabilities being referred to herein as the "Excluded Liabilities"). The Excluded Liabilities shall assume any other liability or obligation of the Sellerinclude, without limitation, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreementfollowing: (a) any liability or obligation under of AVS or with respect the Company against which Kellstrom is indemnified pursuant to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a)Article IX of this Agreement; (b) any liability or obligation for which of AVS or the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedCompany arising under this Agreement; (c) the any liability related to the Indebtedness or obligation of the SellerAVS, the LIN Companies, Company or any other Affiliate of their respective AffiliatesAVS relating to Taxes, including, without limitation, as set forth on Schedule 2.04(c)including any interest or penalties thereon; (d) any liability or obligation relating of the Company to AVS or arising out of any of the Excluded Assetsits Affiliates, whether by contract, tort, pursuant to law or otherwise ("Affiliate Obligations"); (e) any liability or obligation of the AVS Group (as hereinafter defined) with respect to Excluded Employees or arising out of any Employee Benefit Plan (as defined below) or any other plans or arrangements for the benefit of any current or former employees, officers or directors of the AVS Group, which are maintained by AVS, the Company, any Affiliate of AVS or the Company or any third party and Employees who are not Transferred Employeesany employment agreements or other arrangements for the benefit of any employee of the AVS Group or any payment required to be made thereunder, except to the extent that such liability is within a line item expressly designated as being assumed by Kellstrom on the Base Balance Sheet and in an amount expressly includ▇▇ ▇▇▇▇▇▇ore in the Adjusted Closing Date Balance Sheet; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or of the Company with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05the Excluded Assets; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date;Excluded Payables; and (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior respect to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreementsmatters identified on Schedule 2.9 hereto.

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall not assume only the Assumed Liabilities and neither Buyer nor or be obligated to pay, perform or otherwise discharge any of its Affiliates shall assume any other liability or obligation of the Seller, direct or indirect, known or unknown, absolute or contingent, not expressly assumed by Buyer pursuant to the LIN Companies Instrument of Assumption or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates Section 9.13(b) (all such liabilities and obligations not being assumed being herein referred to as called the “Excluded Liabilities”), ) and, notwithstanding anything to the contrary in Section 2.032.3, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) any liability or obligation under or with liabilities in respect of Taxes for which Seller is liable pursuant to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a)Section 7.2; (b) any liability payables and other liabilities or obligation for which the LIN Companies, the obligations of Seller to any of its employees or Affiliates or any Shareholder or former employee or shareholder of their respective Affiliates has already received or will receive the partial or full benefit Seller, including any accrued bonuses as of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedClosing; (c) any costs and expenses incurred by Seller incident to its negotiation and preparation of this Agreement and its performance and compliance with the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)agreements and conditions contained herein; (d) any liability liabilities or obligation relating to or arising out obligations in respect of any of the Excluded Assets; (e) any liability with liabilities in respect to Excluded Employees and Employees who are not Transferred Employees;of the lawsuits, claims, suits, proceedings or investigations set forth in Schedule 5.21 (except as provided in Section 8.2(v)); or (f) any Tax liability liabilities and obligations related to, associated with or obligation arising from (i) relating the occupancy, operation, use or control of any of the Business Property prior to Pre-the Closing Tax Periods (except as expressly provided for in Section 9.02), Date or (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, Business prior to the Effective Time (excluding Closing Date, in each case incurred or imposed by any liability Requirements of Laws, including liabilities and obligations related to, or obligation expressly assumed by Buyer hereunder); (i) arising from, any liability Release of any Contaminant on, at or obligation for any severancefrom the Business Property, retentionincluding all facilities, performance improvements, structures and equipment thereon, surface water thereon or stay bonus adjacent thereto and soil or groundwater thereunder, or any other compensation payable conditions whatsoever on, under or in connection with the consummation vicinity of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreementssuch real property.

Excluded Liabilities. Notwithstanding any provision Except as expressly provided in this Agreement to Section 2.3, the contrary, Buyer shall not assume only the Assumed Liabilities and neither Buyer nor shall not be responsible for or otherwise be liable for any of its Affiliates shall assume any other liability or obligation Liability whatsoever of the Seller, the LIN Companies Seller Entities or any of their respective Affiliates of whatever natureAffiliates, whether presently in existence or not arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of from or related to the Seller, Business or the LIN Companies or their respective Affiliates Assets (all such liabilities and obligations not being assumed being herein referred to as the “"Excluded Liabilities”"), andand the Seller Entities shall pay, notwithstanding anything to perform and discharge, as and when due, each such Excluded Liability, which include the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreementfollowing: (a) any liability or obligation under or with respect and all Liabilities related to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged operation of the Business prior to the Effective Time Date, including Liabilities (including express or as set forth implied warranty obligations and product liability claims) arising out of or related to any products or goods manufactured, distributed, leased, imported, licensed, sold or services performed in connection with the Business prior to the Effective Date, whether or not such Liabilities relate to products that are defective or improperly designed, manufactured, packaged or labeled, and whether predicated on Schedule 2.04(a)negligence, gross negligence, other tortious conduct, strict liability, breach of warranty or Contract or any other legal theory; (b) any liability and all Liabilities related to any recall, design defect or obligation for which the LIN Companies, similar claims of any products manufactured or sold or any service performed by the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedEntities; (c) the liability any and all Liabilities arising from or related to any failure to perform, improper performance, warranty or other breach, default or violation of any Assumed Contract by any Seller Entity on or prior to the Indebtedness of the Seller, the LIN Companies, or Effective Date; and any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)and all Liabilities under any Contract to which a Seller Entity is a party that is not an Assumed Contract; (d) any liability or obligation relating to or arising out of any and all Liabilities of the Excluded AssetsSeller Entities with respect to any Action; (e) any liability with respect and all Liabilities related to Excluded Employees and Employees who are not Transferred Employeesany actual or alleged violation of any Law by the Seller Entities; (f) any Tax liability or obligation and all Liabilities of the Seller Entities for any Indebtedness (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable other than the copier and printer leases secured by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) Permitted Encumbrances for which a fully executed assignment agreement or consent to assignment has been delivered to the Buyer prior to the Closing); or any extraordinary, contingent or off-balance sheet Liabilities; or any trade accounts payable of the Seller is otherwise liable pursuant Entities to Section 9.05the extent not reflected on the Final Closing Balance Sheet and included in the Closing Working Capital calculation; (g) any liability and all Liabilities relating to indemnifyemployees, reimburse independent contractors or advance amounts other service providers of the Seller Entities with respect to such individual's relationship with the Seller Entities, including workers' compensation and unemployment claims, disability and occupational diseases, any officerinsurance or insurance premiums relating thereto, memberclaims for severance or any other form of post-employment payment, Employee and claims arising under the WARN Act, with respect to periods ending on or agent prior to the Effective Date, in each case without regard to whether such injuries, claims, conditions, events and occurrences are known or otherwise manifest on or prior to the Effective Date, except to the extent that such Liabilities are included in the Assumed Liabilities; (i) any and all Liabilities arising from any generation, storage, use, Release, treatment, transportation, disposal or arranging for storage, treatment, transportation or disposal of any Hazardous Materials by or on behalf of any Seller Entity or any Affiliate of any Seller Entity or anyone under the control or at the request of any Seller Entity or any Affiliate of any Seller Entity, including any and all Liabilities arising from any Hazardous Materials brought onto any Leased Facility by or on behalf of any Seller Entity or any Affiliate of any Seller Entity or anyone under the control or at the request of the Seller or any Affiliate of its Affiliatesthe Seller or any contamination or injury to person, other than property or the environment resulting therefrom, (ii) any liability and all Liabilities arising from or relating to any Transferred Employee incurred and all Hazardous Materials generated by or on behalf of any Seller Entity, (iii) any and all Liabilities arising from or relating to any environmental condition occurring on or prior to the Effective Date at any Leased Facility or any other real property owned, leased, used or operated in connection with the Business whether discovered before, on or after the applicable Employment Commencement Effective Date; , (hiv) the liabilities any and obligations all Liabilities arising from, relating to or otherwise associated with respect to the operation of the Stationsany real property, including the owning site or holding of the Station Assets, facility listed or proposed on or prior to the Effective Time Date for listing on the National Priorities List established pursuant to Environmental Laws or any list established by any other Governmental Entity of sites requiring investigation, response or remediation, or (excluding v) any liability or obligation expressly assumed by Buyer hereunderand all Liabilities relating to any investigation, removal, remediation, restoration, abatement, monitoring and/or reporting relating to any of the matters described in clauses (i) through (iv) of this Section 2.4(i); (i) any liability and all Liabilities of a Seller Entity to a Seller and/or his family members, or obligation for any severanceto Affiliates of a Seller Entity, retentiona Seller, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Timeand/or his family members; (j) any Action, including any Action and all Liabilities of the Sellers or Seller Entities for or relating to any EmployeeTaxes, including (i) any tax imposed on a Seller Entity under Section 1374 of the Code and (ii) any Liability for Taxes of or relating to the extent arising from a Seller or related to the period prior to the Effective Time; andSeller Entity that becomes a Liability of Buyer under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law; (k) any liability and all Liabilities resulting from the failure of any Seller Entity to comply with any provisions of "bulk sales," "bulk transfer" or similar Laws of any jurisdiction in connection with the transactions contemplated hereunder; (l) any and all Liabilities arising out of any business activity of the Seller Entities other than the Business; (m) any and all Liabilities arising out of the acquisition by any Seller Entity of another business or a material amount of stock or assets of any other Person (whether by merger, sale of stock, sale of assets or otherwise), including contingent purchase price payments, royalties, indemnification obligations and any other Liabilities to the seller(s) of such businesses; (n) any and all Liabilities under or arising by reason of this Agreement and the other Transaction Documents, or incurred in connection with the transactions contemplated by this Agreement, including legal and accounting fees and expenses; (o) any and all Liabilities resulting from any change of control or similar payment owed to any employee of the Seller Entities arising out of the transactions contemplated under this Agreement or any document executed in connection therewithAgreement, including pursuant to any double-trigger arrangements entered into by a Seller Entity pursuant to which such payment is conditioned on a change of control and severance of employment; (p) any and all Liabilities relating to the Ancillary Agreementsacquisition, ownership, operation, use or disposal of any Excluded Assets; (q) any and all other Liabilities of the Seller Entities that do not constitute Assumed Liabilities expressly being assumed by the Buyer under Section 2.3; and (r) any and all other Liabilities of the Seller Entities arising from or relating to the matters described on Schedule 2.4.

Excluded Liabilities. Notwithstanding It is expressly understood and agreed that, except for the Assumed Liabilities, and without limiting Buyer’s or any provision in this Agreement to the contraryof its Affiliates’ obligations under any other Transaction Document, Buyer shall assume only the Assumed Liabilities not assume, shall not take subject to and neither Buyer nor any of its Affiliates shall assume not be liable for any other liability or obligation Liabilities of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates Seller (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For clarity, andthe Excluded Liabilities shall include, notwithstanding anything to the contrary in Section 2.03among others, none of the following shall be Assumed Liabilities for the purposes of this AgreementSeller: (ai) subject to Section 1.6 and Article V, any Liability for any Taxes, including (A) any liability or obligation under or Tax of Seller with respect ‎to any Taxable period (or portion thereof), whether before or after the Closing Date, other than Taxes relating to the ownership or operation of the Acquired Assets from and after the Closing, (B) ‎any Tax of Seller resulting from or attributable to the consummation of the Transactions, (C) ‎‎any Taxes relating to the ownership or operation of ‎the Acquired Assets for the Taxable periods (or portions thereof) ‎ending on the Closing Date (including any Assumed Contract, Permit, Governmental Orderamounts required to be withheld from ‎payments to employees or independent contractors), or Real Property Lease required (D) any Taxes of any person other ‎than Seller under Treasury Regulation Section 1.1502-6 (or any similar provision of state, ‎local, or foreign Laws), as a transferee or successor, by the terms thereof to be discharged contract or otherwise; (ii) all trade accounts payable accrued and unpaid or other current liabilities of Seller as of immediately prior to the Effective Time or as set forth on Schedule 2.04(a)Closing; (biii) any liability or obligation for which the LIN Companies, the Seller all Liabilities relating to Hazardous Materials or any of their respective Affiliates has already received other environmental matters in connection with the Acquired Assets or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only Leased Real Property to the extent existing as of such benefit receivedimmediately prior to the Closing; (civ) the liability related all arbitrations, claims, actions or proceedings arising out of or relating to the Indebtedness manufacture, production or Exploitation of any products or product candidates within the Acquired Assets or the ownership, sale, lease or use of any of the SellerAcquired Assets, in each case, solely to the LIN Companiesextent based on actions, events or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)circumstances arising prior to the Closing; (dv) any liability or obligation relating all Indebtedness of Seller; (vi) all Liabilities to or the extent arising out of any of or relating to the Excluded Assets; (evii) any liability with respect all Liabilities to Excluded Employees and Employees who are not Transferred Employeesthe extent resulting from or arising out of Seller’s ownership, operation or control of the Acquired Assets prior to the Closing; (fviii) all Liabilities to any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except stockholders of Seller in their capacity as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05such; (gix) any liability all Liabilities for wrongful conduct occurring prior to indemnify, reimburse or advance amounts to any officer, member, Employee or agent the Closing Date of the Seller or any employees of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement DateSeller; (hx) the liabilities and obligations arising or with all Liabilities in respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective TimeTransaction Costs; and (kxi) any liability all Liabilities to third parties in respect of breaches or other disputes under the Seller under this Agreement Acquired Contracts or any document executed in connection therewith, including the Ancillary AgreementsShared Contracts to the extent existing prior to the Closing.

Excluded Liabilities. Notwithstanding any provision Anything in this Agreement to the contrarycontrary notwithstanding, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume assume, succeed to, be liable for, be subject to, be obligated for or become responsible for, nor shall the Assets be subject to, any other Liability, including any Liability based on successor liability theories, of, or obligation action against, any of the Seller, the LIN Companies Sellers or any of their respective Affiliates of whatever nature(including any Insiders) that is not an Assumed Liability (collectively, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to . For the contrary in Section 2.03, none avoidance of doubt and without limiting the generality or effect of the following foregoing, neither Buyer nor any of its Affiliates shall be Assumed Liabilities for assume, pursuant to this Agreement or otherwise, any of the purposes of this Agreementfollowing: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a)all Indebtedness of Sellers; (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only Liability to the extent arising out of such benefit receivedor related to the breach, performance or non-performance by Sellers prior to the Closing (in each case, regardless of when any claims arising therefrom or relating thereto mature or are asserted) of any Assigned Contract or Assigned Permit; (c) the liability related to the Indebtedness any Liability in respect of the Seller, the LIN Companies, pending or any of their respective Affiliates, including, without limitation, as threatened Proceedings set forth on (or that should have been set forth) in Schedule 2.04(c)4.6 (Litigation) and the facts and circumstances relating to such matters; (d) any liability or obligation Liability with respect to any Property Tax allocated to Sellers pursuant to Section 11.2(a), any Transfer Taxes, any income and franchise Tax of Sellers and any Taxes relating to or arising out of any of the Excluded Assets; (e) any liability all Liabilities arising out of, relating to or with respect to Excluded Employees and Employees who are not Transferred Employeesthe employment or performance of services for, or termination of employment or services for, or potential employment or engagement for the performance of services for, Sellers, or any of its Affiliates, or any predecessor thereof, of any employee, including an Employee, for periods on or prior to Closing; (f) any Tax liability or obligation (i) all Liabilities under, relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant any Employee Benefit Plan and any Controlled Group Liability with respect to Section 9.05Sellers and their ERISA Affiliates; (g) any liability to indemnify, reimburse or advance amounts to Liability in respect of any officer, member, Employee or agent cost that is the responsibility of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement DateSellers under this Agreement; (h) the liabilities all Liabilities, including Cure Amounts, arising out of, under or in connection with Contracts that are not Assigned Contracts and obligations arising or Permits that are not Assigned Permits and, with respect to the operation Assigned Contracts and Assigned Permits, Liabilities in respect of the Stations, including the owning (i) a breach by or holding default by Sellers (or event that with notice or lapse of the Station Assets, time would constitute a breach or default) accruing under such Contracts with respect to any period prior to the Effective Time Closing, or (excluding ii) any liability or obligation expressly assumed violation of Law by Buyer hereunder)Sellers; (i) any liability or obligation all Liabilities for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time;Cure Amounts; and (j) any Action, including any Action Liability to the extent relating to any EmployeeExcluded Asset or other asset that is not an Asset and the ownership, to the extent arising from or related to the period prior to the Effective Time; and (k) operation and conduct of any liability of the Seller under this Agreement or any document executed business in connection therewith, including the Ancillary Agreementstherewith or therefrom.

Excluded Liabilities. Notwithstanding any provision in this Agreement to Other than the contraryAssumed Liabilities, Buyer shall assume only the Assumed Liabilities and neither Buyer nor is not assuming any of its Affiliates shall assume any other liability or obligation of Seller or the Seller, the LIN Companies or Selling Person of any of their respective Affiliates of whatever nature, whether presently in existence absolute, accrued, contingent, liquidated or arising hereafter. All such other liabilities otherwise, and obligations shall be retained by and remain obligations and liabilities of the Sellerwhether due or to become due, the LIN Companies asserted or their respective Affiliates unasserted, known or unknown (all such liabilities and obligations not being assumed being herein referred to as the collectively, “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a); (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as those Liabilities set forth on Schedule 2.04(c);below (except to the extent it is an Assumed Liability) (collectively, the “Excluded Liabilities”): (da) any liability or obligation relating to or arising out Liabilities in respect of any of the Excluded Assets; (eb) Liabilities, including any liability Proceeding or other third Person claim, relating to or arising from the activities or operation of the Business with respect to Excluded Employees any period of time (or portion thereof) occurring on or prior to the Closing; (c) Liabilities relating to Indebtedness or intercompany payables of Seller; (d) Liabilities relating to loans or payables by Seller to the Selling Person or other Liabilities of Seller to the Selling Person; (e) Liabilities of Seller or its direct or indirect owner(s) relating to (i) Taxes for any taxable period (or portion thereof) ending on or before the Closing Date, taking into account the pro rata amount allocated to the pre-Closing period determined under Section 4.5; (ii) any Taxes described in Section 4.4 that are the responsibility of the Seller; (iii) unpaid Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law) or as a successor or transferee by contract or otherwise; (iv) payments to any Person under any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or similar agreement with respect to Taxes; or (v) any other Taxes for which Seller or the Selling Person is responsible under Section 4.4 or Section 4.5; provided, however, that the revenue generated on the Closing Date as described in Section 1.1(j) shall be deemed to have occurred on the first day after Closing, and Employees who are not Transferred Employeestherefore, Buyer shall be fully responsible for Taxes associated with such revenue; (f) any Tax liability Liabilities related to Seller’s or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for the Selling Person’s transaction fees and expenses contemplated in Section 9.02), (ii) imposed on 4.2 or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05otherwise; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Dateundisclosed Liability; (h) Liabilities incurred other than in the liabilities and obligations arising or ordinary course of Seller’s business, consistent with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder)past practice; (i) Liabilities related to any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby Employee Benefit Plans (including any termination of employment in connection therewith) or otherwise due and payable prior except to the Effective Timeextent such Employee Benefit Plan is expressly set forth on Schedule 1.1(e)); (j) any Action, including any Action Liabilities related to premiums for officer’s life insurance policies that are in place immediately prior to the Closing Date; (k) all Liabilities for breach of warranty (whether covered by insurance or not) with respect to services rendered on or prior to the Closing Date; (l) Liabilities of Seller relating to any, or with respect to any, present or former employees, officers, directors, retirees, independent contractors or consultants, including, without limitation any Employeechange of control or severance Liabilities relating to such individuals, except to the extent arising from or accrued for as current liabilities in Adjusted Net Working Capital; (m) Liabilities related to the period prior to the Effective Timeany Real Property; and (kn) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreementsother Liability that is not an Assumed Liability.

Excluded Liabilities. Notwithstanding any provision Except as set forth in this Agreement to Section 1.3, the contrary, Buyer shall not assume only the Assumed Liabilities and neither Buyer nor or be responsible for any of its Affiliates shall assume any other liability the liabilities or obligation obligations of the SellerSellers or CSC (collectively, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “"Excluded Liabilities”"), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreementincluding without limitation: (a) any liability and all liabilities or obligation under obligations associated with or with respect relating to any Assumed Contract, Permit, Governmental Order, Excluded Assets and any debt of the Sellers or Real Property Lease required by CSC for borrowed money (including any intercompany debt of the terms thereof Sellers owed to be discharged prior to the Effective Time any one or as set forth on Schedule 2.04(amore of their Affiliates); (b) any liability or obligation for which of any kind, character or nature arising out of (i) the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit conduct of the Station Asset to which such liability Sellers or obligation relates, but only CSC in connection with the operations of the Business prior to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective AffiliatesClosing Date, including, without limitation, as set forth those described on Schedule 2.04(c); (d) any liability or obligation relating to or arising out of any of the Excluded Assets; (e) any liability with respect to Excluded Employees Schedules 2.10, 2.13 and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods 2.18 hereof (except as expressly provided for in Section 9.021.3), or (ii) the employment by the Sellers or CSC of any employees or the provision of any employee benefit pursuant to any plan, program or arrangement (whether or not subject to ERISA and whether or not written), whether before or after the Closing Date and whether or not such employees become Buyer's employees, other than as expressly provided for herein; (c) any liability or obligation of the Sellers or CSC owing to any stockholder, subsidiary or Affiliate thereof including, without limitation, any obligations arising out of or related to the transactions contemplated hereby; (d) any liabilities related to (i) income taxes of the Sellers or CSC, (ii) imposed all other taxes attributable to the Sellers or CSC or to Sellers' or CSC's operation of the Business for periods ending on or payable by or with respect prior to Seller (except as expressly provided in Section 9.02)the Closing Date including, or but not limited to, sales and use taxes, and (iii) for which Seller is otherwise liable taxes of any other person or third party (except Buyer) pursuant to Section 9.05an agreement or otherwise; (e) any liabilities existing or arising under Environmental Laws attributable to or incurred as a result of any acts, omissions or conditions first occurring or in existence as of or prior to the Closing Date, including, but not limited to, liabilities for the release, threatened release, handling, discharge, treatment, storage, disposal, transport, presence, or migration of Hazardous Substances; (f) any obligation or requirement imposed by any Governmental Entity, including any Environmental Authority (as hereinafter defined) arising and required to be performed prior to the Closing Date; and (g) any liability to indemnify, reimburse obligations or advance amounts to any officer, member, Employee liabilities of CSC or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or Sellers not directly related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary AgreementsBusiness.

Excluded Liabilities. Notwithstanding any provision in this Agreement anything herein to the contrary, Buyer shall not assume only or in any way become liable for any Liability of Seller or any of its Affiliates, of any nature whatsoever, other than the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as Liabilities, the “Excluded Liabilities”), andand all such Liabilities shall remain the sole responsibility of Seller and its Affiliates and shall be retained, notwithstanding anything to paid, performed and discharged solely by Seller and its Affiliates. Without limiting the contrary in Section 2.03, none generality of the following foregoing, Excluded Liabilities shall be Assumed Liabilities for the purposes of this Agreementinclude: (a) any liability Liabilities of Seller or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior of its Affiliates to the Effective Time extent relating to, arising out of or as set forth on Schedule 2.04(a)resulting from the ownership or operation of the Excluded Assets or any business other than the Business; (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only all Intracompany Payables and Liabilities to the extent relating to, arising out of such benefit receivedor resulting from Intracompany Agreements, to the extent provided in Section 2.9; (c) the liability related to the all Indebtedness of the Seller, the LIN Companies, or any of their respective Seller and its Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or all Liabilities arising out of or relating to any claims made by a Government Entity concerning (x) any soil and groundwater conditions at Building 214 existing prior to the Closing and (y) the Kodak Park Consent Decree and the matters which it addresses, except to the extent that such Liabilities arise out of the Excluded Assetsactivities of Buyer in contravention of this Agreement, in either case on or prior to the fifth anniversary of the Closing Date; (e) any liability with respect all Liabilities to Excluded Employees and Employees who are not Transferred Employeesthe extent provided for in Section 5.4 or Section 5.5; (f) any Tax liability Liability of Seller or obligation (i) relating any of its Affiliates to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02)indemnify any Person by reason of the fact that such Person was a director, (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02)officer, employee, or agent of Seller or any of its Affiliates or was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of another entity (iii) whether such indemnification is for which Seller judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is otherwise liable pursuant to Section 9.05any statute, charter document, bylaw, agreement, or otherwise); (g) any liability to indemnify, reimburse Liability of Seller or advance amounts to any officer, member, Employee or agent of its Affiliates (including any of the Transferred Subsidiaries) for costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, except to the extent otherwise explicitly agreed to herein, any Ancillary Agreement or any other agreement; (h) all Liabilities set forth on Schedule 2.4; (i) any Liability of Seller or any of its Affiliates for Taxes that have been withheld or collected but not paid to the appropriate Taxing Authority; (j) any Liability or obligation of Seller or any of its Affiliates under this Agreement or any of the Ancillary Agreements (or under any other agreement between Seller or any of its Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other than any liability to any Transferred Employee incurred hand, entered into on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation date of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable this Agreement in connection with the consummation of the transactions contemplated hereby herein); for the avoidance of doubt, Transferred Subsidiaries are Affiliates of Buyer after the Closing; (including k) all Liabilities relating to, arising out of or resulting from checks and drafts issued by Seller or any termination of employment in connection therewith) or otherwise due and payable its Affiliates prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to Closing which are uncleared as of the extent arising from or related to the period prior to the Effective TimeClosing; and (kl) any liability all Liabilities of the a Transferred Subsidiary that would constitute an Excluded Liability if they were liabilities of Seller under this Agreement or any document executed in connection therewith, including the Ancillary AgreementsAffiliate of Seller other than a Transferred Subsidiary.”

Excluded Liabilities. Notwithstanding any other provision in of this Agreement to the contrary, the Buyer is not assuming, and the Seller shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability pay, perform, discharge or obligation of the Sellerotherwise satisfy, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other following liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”): (a) all Taxes arising from or with respect to the Transferred Assets or the operation of the Systems that are incurred in or attributable to any period, or any portion of any period, ending on or prior to the Closing Time (except as otherwise provided in this Agreement); (b) any liability specifically retained by the Seller pursuant to Section 5.4 arising in respect of or relating to the System Employees or any Employee Plan, including all liabilities for Retention Bonuses, if any; (c) any liability or obligation accruing under the Contracts or otherwise out of the conduct or operation of the Systems or ownership or use of the Transferred Assets prior to the Closing Time unless and to the extent (1) assumed under Section 2.3 or (2) such liability or obligation is offset by an asset or any post-Closing income related thereto; (d) any indebtedness of the Seller for borrowed money or guarantees thereof outstanding as of the Closing Time; (e) any liability or obligation relating to an Excluded Asset (including any liability under any Excluded Contract (except for liabilities for Launch Fees or other advance promotional payments under any Programming Agreement)) or any other Excluded Liability; (f) any liability or obligation (whether known or unknown) arising under any Environmental Laws or relating to any Hazardous Substances, except to the extent the facts, events or circumstances underlying such liability or obligation is first created by the Buyer’s operation of the Systems or the Transferred Assets from and after the Closing or are attributable to facts, events or circumstances created or first occurring after the Closing and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) any , irrespective of whether such liability or obligation under or with respect attaches to the Seller, any Assumed Contract, Permit, Governmental OrderSystem, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a); (b) any liability or obligation for which the LIN Companies, the Seller Buyer or any of their respective Affiliates has already received or will receive in the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedfirst instance; (cg) all liabilities and obligations (A) relating to or arising under any “employee benefit plan” (as defined in Section 3(3) of ERISA) or any other benefit plan, program or arrangement (including any Employee Plan) at any time maintained, sponsored or contributed to by the Seller or any ERISA Affiliate, or with respect to which Seller or any ERISA Affiliate has any current or potential liability related or obligation, or (B) pertaining to the Indebtedness of the Selleremployment by, or termination from employment with, the LIN Companies, Seller or any ERISA Affiliate, of their respective Affiliatesany individual (including any Transferred Employee), including, without limitation, as set forth on Schedule 2.04(c); (d) including any liability or obligation relating to payroll, workers’ compensation or arising out of any of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliatesunemployment benefits, other than any such liability or obligation expressly and to any Transferred Employee incurred on or after the applicable Employment Commencement Dateextent included in Assumed Liabilities; (h) the liabilities and obligations any liability arising out of or with respect relating to the operation any employee grievance that arises out of the Stations, including the owning or holding of the Station Assets, relates to any event or occurrence prior to the Effective Time (excluding any liability Closing, whether or obligation expressly assumed not the affected System Employees are hired by Buyer hereunder)the Buyer; (i) any liability or obligation for owing (i) by any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior System to the Effective TimeSeller or its Affiliates or Related Persons or (ii) by the Seller to any of its Affiliates or Related Persons; (j) any Actionliability to distribute to any stockholders of the Seller, including or otherwise apply, all or any Action part of the consideration received hereunder; (k) any liability arising out of any legal proceeding pending as of the Closing; (l) any liability arising out of any legal proceeding commenced after the Closing and arising out of or relating to any Employee, to the extent arising from occurrence or related to the period event happening prior to the Effective Time; andClosing; (km) any liability arising out of or resulting from (A) compliance or noncompliance by the Seller or any System (during periods prior to Closing) with any Law or (B) any tort or act of infringement committed by the Seller or any System (during periods prior to Closing); (n) any liability of the Seller under this Agreement or any other document executed in connection therewithwith the Transaction; (o) any liability of the Seller based upon acts or omissions of the Seller occurring after the Closing; and (p) any liability for fees, including costs and expenses incurred by the Seller or any System in connection with the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement.

Excluded Liabilities. Notwithstanding Neither Buyer nor any provision in this Agreement to the contrary, Buyer Designee shall assume only or be obligated to pay, perform or otherwise assume or discharge any liabilities or obligations of Seller or any of its Affiliates, whether direct or indirect, known or unknown, absolute or contingent, except for the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all of such liabilities and obligations not being so assumed being herein referred to herein as the “Excluded Liabilities”). For the avoidance of doubt, andthe parties agree that, notwithstanding anything except for the Assumed Liabilities, Seller and its Subsidiaries shall retain the liabilities and obligations arising from the conduct and operation of the Mobility Business and ownership of the Purchased Assets on and prior to the contrary Closing Date, and that the Excluded Liabilities include, but are not limited to, any and all liabilities or obligations set forth or described in Section 2.03paragraphs (a) through (m) below, none and all liabilities and obligations arising from the conduct of Seller’s and its Subsidiaries’ businesses other than the Mobility Business (including the remainder of the following shall be Assumed Liabilities Mobility Products Group) and ownership of the Excluded Assets, in each case, whether or not any such liability or obligation has a value for accounting purpose or is carried or reflected on or specifically referred to in Seller’s or the purposes of this Agreementapplicable Subsidiary’s books or financial statements: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a)Excluded Taxes; (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedEnvironmental Liabilities; (c) the liability any and all liabilities or obligations arising out of or related to the Indebtedness any Excluded Asset, including where such liabilities or obligations may be otherwise borne by Buyer by operation of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, law (except as set forth on Schedule 2.04(cexplicitly identified as an Assumed Liability); (d) any liability liabilities or obligation relating to obligations under any Contract, Licenses or Government Permits arising out of or relating to any of failure by Seller or any Affiliate to perform, breach, default, violation thereof occurring on or prior to the Excluded AssetsClosing Date; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employeesproduct warranty or other product liabilities arising from sales of products of the Mobility Business by Seller or any Affiliate on or before the Closing Date; (f) any Tax liability customer rebate or similar incentive obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), sales of products of the Mobility Business on or (iii) for which Seller is otherwise liable pursuant to Section 9.05before the Closing Date; (g) any liability trade payables (except to indemnifythe extent they relate to Purchased Assets to be delivered to Buyer after the Closing Date), reimburse indebtedness for borrowed money or advance amounts to any officer, member, Employee guarantees thereof of Seller and its Subsidiaries or agent intercompany obligations of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement DateSubsidiary; (h) except as identified in Section 2.4(a), any and all liabilities or obligations relating to or in connection with (i) the liabilities employment and any termination of such employment by Seller or any Subsidiary of any employee or former employee of Seller or a Subsidiary on or before the Closing Date; and/or (ii) any employee’s or former employee’s or his/her dependents’ rights or obligations arising under any fringe benefit of employment with Seller or with respect a Subsidiary, including any Benefit Plan of Seller or an Affiliate of Seller or any ERISA Affiliate and/or (iii) the employment and any termination of employment of any employee of Seller or any other Person who is not a Business Employee, who transfers to the Buyer or such Affiliate by operation of law in connection with the Stations, including the owning or holding sale of the Station AssetsMobility Business, prior to the Effective Time and/or (excluding iv) any liability arising out of Seller’s or obligation expressly assumed by Buyer hereunder)any Affiliate’s obligations to inform or consult any employee of Seller or any Affiliate or their appropriate representatives concerning the sale of the Mobility Business and all liabilities, obligations, costs claims and demands arising from or in respect of such liability or obligation; (i) any liability and all liabilities or obligation for obligations in connection with, or relating to, any severanceactions, retentionsuits, performance claims or stay bonus proceedings against Seller or any other compensation payable in connection with Subsidiary which arise or accrue on or before the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective TimeClosing Date; (j) any Action, including any Action benefit liabilities relating to any Employee, or arising in connection with Section 4980B of the Code (COBRA) or otherwise by operation of applicable Law to the extent provide continuation of health care coverage to employees or former employees of Seller or a Subsidiary or their dependents arising from a qualifying event occurring on or related to before the period prior to the Effective Time; andClosing Date; (k) any liability liabilities of the Benefit Plans; (l) any liabilities relating to or arising from violations of applicable Law by Seller under or any Affiliate prior to or on the Closing Date; and (m) all costs and expenses incurred by Seller or an applicable Subsidiary incident to the negotiation and preparation of this Agreement or any document executed in connection therewith, including and its performance and compliance with the Ancillary Agreementsagreements and conditions contained herein.

Excluded Liabilities. (a) Notwithstanding any other provision in of this Agreement to Agreement, the contraryBuyer Parties shall not assume, Buyer shall assume only or otherwise be responsible for, any Liabilities of the Seller Parties other than the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever natureLiabilities, whether presently in existence liquidated or unliquidated, or known or unknown, whether arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities out of occurrences prior to, at or after the Seller, the LIN Companies or their respective Affiliates date hereof (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), andwhich Excluded Liabilities include, notwithstanding anything to without limitation, the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreementfollowing: (ai) any liability Liability whatsoever to or obligation in respect of any employees or former employees of Seller including without limitation (A) any employment agreement, whether or not written, between Seller and any Person or the termination by Seller of the employment of any Person, (B) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker’s compensation law or regulation or under any federal or state employment discrimination law or regulation, which shall have been asserted prior to the Closing or is based on acts or omissions which occurred prior to the Closing and (C) any wages, vacation pay, other paid time off, severance pay, overtime, bonuses, other incentive compensation, commissions, expense reimbursement, or any compensation that was earned, accrued, or relates to any period prior to the Closing, or that becomes payable as a result of the Closing; (ii) any Liability under or relating to any Employee Plan at any time maintained, contributed to or required to be contributed to by Seller or any ERISA Affiliate, or under which Seller or any ERISA Affiliate has or may incur Liability, or any contributions, benefits or Liabilities therefor, or any Liability with respect to Seller’s or any Assumed Contract, Permit, Governmental Order, ERISA Affiliate’s withdrawal or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time partial withdrawal from or termination of any Employee Plan; (iii) any Liability of any Seller Party in respect of any Tax (other than as set forth on Schedule 2.04(aprovided in Section 2.7 below); (biv) any Liability arising from any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, strict liability, enterprise liability or obligation for which the LIN Companiesany other legal or equitable theory arising from defects in products designed, the manufactured, assembled, sold, distributed, delivered, installed or repaired, or from services performed, by or on behalf of Seller or any other Person prior to the Closing; (v) any Liability of their respective Affiliates has already received any Seller Party arising out of or will receive related to any Action against any Seller Party (including, without limitation, the partial Dermafreeze Lawsuit) or full benefit of any Action which adversely affects the Station Asset Assets and which shall have been asserted prior to which such liability the Closing or obligation relates, but only to the extent the basis of such benefit receivedwhich shall have arisen prior to the Closing; (cvi) any Liability of any Seller Party resulting from entering into, performing its or his obligations pursuant to or consummating the liability transactions contemplated by, this Agreement (including without limitation any Liability of any Seller Party pursuant to Article X hereof); (vii) any Liability related to or arising from the Indebtedness Business and its operation prior to the Closing; (viii) any Liability for any occurrence or circumstance (whether known or unknown) which occurs or exists prior to the Closing and which constitutes, or which by the lapse of time or delivery of notice (or both) would constitute, a breach or default under any Contract, Lease or Permit or a violation of the Seller, requirements of any governmental authority or agency or of the LIN Companies, rights of any Person; (ix) any environmental Liabilities arising from events or occurrences which occurred prior to the Closing; (x) all Liabilities for Customer Deductions except to the extent described in Section 2.2(d); and (xi) any Liability of any Seller Party to another Seller Party or any of their respective Affiliates, including, without limitation, . (b) Except as expressly set forth on Schedule 2.04(c); (d) any liability or obligation relating in Section 2.2 above, the Parties agree that Buyer shall not be the successor to or arising out of any of Seller. The Seller Parties shall retain, pay, perform and discharge the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary AgreementsLiabilities.

Excluded Liabilities. Notwithstanding any provision in this Agreement anything to the contrarycontrary in the Transaction Documents, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume are not assuming any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, Group Companies not expressly assumed under the LIN Companies or their respective Affiliates (all such Transaction Documents and any liabilities and obligations of the Group Companies not being assumed being herein referred related to as the Business, which shall constitute the “Excluded Liabilities”), and, notwithstanding anything . Subject to the contrary in Section 2.03, none terms and conditions of the following shall be Assumed Transaction Documents, Excluded Liabilities for the purposes of this Agreementinclude: (a) any liability all liabilities and obligations of the Group Companies for Taxes related to income or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged revenue received prior to the Effective Time Closing Date or as set forth on Schedule 2.04(a)any Pre-Closing Tax Period; (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit all liabilities of the Station Asset Group Companies arising out of or relating to which such liability any product liability, infringement, misappropriation or obligation relatesother violation, but only indemnity (including of employees or directors), warranty or similar claims by any Person, in each case to the extent such liabilities arise prior to Closing or otherwise as a result of such benefit receivedthe conduct of the Business prior to Closing; (c) the liability related to the Indebtedness all liabilities of the SellerGroup Companies arising out of or relating to any Intellectual Property Rights or content used or distributed by the Business prior to Closing for which the Group Companies do not have valid, the LIN Companies, enforceable and sufficient licenses for use or any of their respective Affiliates, including, without limitation, distribution (other than as set forth on Schedule 2.04(cexpressly assumed under Section 2.02(c)); (d) all liabilities or obligations relating to employee benefits or compensation arrangements existing on or prior to the Closing Date, including any liability or obligation relating to or arising out of under any of the Excluded AssetsGroup Company’s employee benefit agreements, plans or other arrangements; (e) any liability all liabilities of the Group Companies with respect to Excluded Employees and Employees who are not Transferred Employeeseach pending or threatened action, litigation or proceeding to the extent based on facts or circumstances existing on or prior to the Closing Date (other than as expressly assumed under Section 2.03(c)); (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05;all liabilities and obligations of the Group Companies arising under the Transaction Documents; and (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the all liabilities and obligations arising or with respect to the operation of the Stations, including the owning Group Companies for Taxes imposed or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable asserted in connection with the consummation Onshore Transactions or sale of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary AgreementsBusiness.

Excluded Liabilities. Notwithstanding any provision in this Agreement to Except for the contraryAssumed Liabilities, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall not assume any other liability liabilities, debts or obligation obligations of Seller or IHS of any kind, character or description, whether accrued, absolute, contingent or otherwise, whether or not arising out of or resulting from Seller's ownership, possession, operation or use of the Seller, the LIN Companies Business (or any of their respective Affiliates of whatever nature, whether presently in existence predecessor business) or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies Assets or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a); (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliatesotherwise, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or arising out of any of the following such liabilities or obligations to the extent not constituting Assumed Liabilities (the "Excluded Assets;Liabilities"): (ei) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability the Assets or obligation (i) the Business occurring, relating to Pre-or arising in any period prior to the Closing, including from any accident, occurrence, misconduct, or breach of fiduciary duty occurring prior to the Closing Tax Periods (except as expressly provided for in Section 9.02but not to the extent caused by Buyer after the Closing), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) and including without limitation any liability for stay bonuses, retention bonuses or similar bonuses or other compensation agreed to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller be paid by IHS or any of its Affiliates, other than any liability subsidiaries to any Transferred Employee incurred on or after the applicable Employment Commencement DateSeller's employees; (hii) the liabilities and obligations any liability for Taxes (as such term is hereinafter defined in Section 4.23), including any liability for income Taxes arising or with respect to the operation as a result of the Stations, transactions contemplated by this Agreement and the Seller's intercompany payable in the amount of approximately $32 million (and including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunderinterest payable thereon); (iiii) any liability or obligation for any severance, retention, performance arising out of or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from Excluded Assets or related to the period prior to the Effective TimeExcluded Services; and (kiv) any liability or obligation incurred in connection with (A) the negotiation, execution or performance of this Agreement and the other agreements contemplated hereby, including any and all legal, accounting, lenders' or other professional fees and expenses, or (B) any other effort(s) to sell or dispose of the Seller under this Agreement Business or any document executed in connection therewith, including the Ancillary AgreementsAssets.

Excluded Liabilities. Notwithstanding any provision anything to the contrary in this Agreement to the contraryAgreement, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any Affiliate of its Affiliates Buyer (including the Buyer Designees) shall assume or have any other obligation or liability for any of the liability or obligation of Seller of any nature which is not specifically included in the SellerAssumed Liabilities (collectively, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to . Without limiting the contrary in Section 2.03, none generality of the following shall be foregoing, the Assumed Liabilities for the purposes of this Agreementdo not include: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a); (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or arising out of any of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus Tax imposed on Seller or any other compensation payable Affiliate of Seller or any member of any Affiliated Group of which Seller or any Affiliate of Seller is or was a member, except to the extent accrued as a current liability in the Final Closing Statement; (ii) liabilities and obligations for personal injury or property damage relating to products manufactured by the Business in the United States to the extent the date of occurrence is on or prior to the Effective Time; (iii) any claim, obligation or liability arising from or relating to any Excluded Asset; (iv) any Indebtedness of Seller or its Affiliates for borrowed money or otherwise evidenced by a note, bond, debenture or similar instrument; (v) any fees, costs and expenses that have been incurred or that are incurred by Seller or its Affiliates in connection with the consummation of the transactions contemplated hereby by this Agreement; (including vi) any termination obligation or liability of employment the Business in connection therewithfavor of Seller or any of its Affiliates pursuant to any agreements or binding arrangements in effect as of the Closing; (vii) any obligation of Seller or otherwise due and payable any Affiliate arising out of this Agreement or any Transaction Document; (viii) any obligation or liability arising out of or relating to any Employee Benefit Plan (for the avoidance of doubt, this does not include Employee Benefit Plans maintained by Acquired Companies or the Assumed Employee Benefit Plan); (ix) any liability or obligation for personal injury or property damage occurring or alleged to have occurred prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to Closing in the extent arising from or related to the period prior to the Effective TimeUnited States; and (kx) any liability arising out of the relating to any business of Seller under this Agreement or any document executed in connection therewith, including Affiliate other than the Ancillary AgreementsBusiness.

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer shall assume is assuming only the Assumed Liabilities and neither Buyer nor is not assuming any other Liability of Seller or any Affiliate of Seller (or any predecessor owner of all or part of its Affiliates shall assume any other liability business and assets) or obligation of the Seller, the LIN Companies or any of their respective Affiliates Business of whatever nature, nature whether presently in existence or arising or asserted hereafter. All , including but not limited to, any debt owed to any party and all such other liabilities and obligations Liabilities shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies Seller or their respective its Affiliates (all such liabilities and obligations Liabilities not being assumed being herein are referred to as the “Excluded Liabilities”), and, notwithstanding anything to . Without limiting the contrary in Section 2.03, none generality of the foregoing, the following Liabilities of Seller shall be Assumed Excluded Liabilities for the purposes purpose of this Agreement, all Liabilities: (a) relating to or arising under or in connection with any liability Plan, any “employee benefit plan” (as each is defined herein), or obligation any other benefit plan, program or arrangement of any kind at any time maintained, sponsored or contributed or required to be contributed to by Seller or any Person that is or has ever been under common control, or that is or has ever been treated as a single employer, with Seller under the Code (“ERISA Affiliate”) or with respect to which Seller or any Assumed ContractERISA Affiliate has any Liability, Permitincluding but not limited to, Governmental Orderany accrued obligations owed or owing to any Person, or Real Property Lease required by including but not limited to, the terms thereof to be discharged prior to the Effective Time or as set forth employee benefits listed on Schedule 2.04(a2.5(a); (b) any liability pertaining to the pre-Closing Date employment or obligation for which the LIN Companiesservice with, the or termination from employment or service from, Seller or any ERISA Affiliate, of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedany individual; (c) relating to any claims (whether asserted before or after the liability related Closing Date) for any breach of a representation, warranty or covenant, or for any claim for indemnification, contained in any Assumed Contract agreed to be performed pursuant to this Agreement by Buyer, to the Indebtedness extent that such breach or claim arises out of or by virtue of Seller’s performance or nonperformance thereunder prior to the Closing Date, it being understood that, as between the Parties hereto, this subsection shall apply notwithstanding any provision which may be contained in any form of consent to the assignment of any such Assumed Contract, which by its terms, imposes such Liabilities upon Buyer and which assignment is accepted by Buyer notwithstanding the presence of such a provision; (d) arising under product warranty or other warranty Liabilities of Seller with respect to any products, merchandise or services of the Business sold or rendered on or prior to the Closing Date; it being understood and agreed that any such claim or Liability asserted after the Closing Date arising out of any such sale or service prior to the Closing Date shall be considered to be a claim against or a Liability of Seller and therefore not assumed hereunder by Buyer; (e) with respect to Seller’s failure to take reasonable steps to safeguard the Business Systems; (f) for injury to or death of persons or damage to or destruction of property (including, without limitation, any worker’s compensation claim) with respect to acts or omissions by Seller that occur on or prior to the LIN Companies, Closing Date regardless of when said claim or any of their respective AffiliatesLiability is asserted, including, without limitation, as set forth any claim for consequential damages in connection with the foregoing; it being understood and agreed that any such claim or Liability asserted after the Closing Date, but arising from acts or omissions by Seller which occur before the Closing Date shall be considered to be a claim against or a Liability of Seller for injury to or death of persons or damages to or destruction of property and therefore not assumed hereunder by Buyer; (g) arising out of infringement for misappropriation of or other conflict with the Intellectual Property of any Person to the extent the same arise out of acts or omissions occurring on Schedule 2.04(cor prior to the Closing Date; (h) arising out of any violation by Seller of any Laws, including any Environmental Law occurring on or prior to the Closing Date; (i) in respect of any Claim of Seller or related to the Business or any Purchased Asset arising on or prior to the Closing Date (whether asserted or commenced before or after the Closing Date); (dj) any liability or obligation relating to or arising out of any of the Excluded Assets; (ek) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability Indebtedness of Seller or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or dividends payable by Seller whether incurred or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on accrued before or after the applicable Employment Commencement Closing Date; (hl) the liabilities and obligations arising or with respect relating to the operation capital stock of Seller or the Stationspartnership interests, including the owning membership interests or holding of the Station Assets, prior any shareholder or partnership operating agreements to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder)which Seller is party; (im) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability obligations of the Seller under this Agreement or any document executed Transaction Document; (n) relating to claims or items set forth on Schedule 3.8; (o) relating to any transactions between Seller and any of its Insiders whether occurring before or after the Closing Date; (p) any Taxes that are not included in the definition of Assumed Liabilities and that relate to the Purchased Assets or the Business and that arose before the Effective Date (excluding any Transfer Taxes and excluding Property Taxes to the extent specified in Assumed Liabilities); (q) relating to Liens on the Purchased Assets arising before the Effective Date, to the extent not an obligation arising on or after the Effective Date under the Assumed Contracts or that constitute Assumed Liabilities; (r) any amounts payable for fees or expenses incurred by Seller in respect to this Agreement, the agreements contemplated hereby and/or the Contemplated Transactions or otherwise in connection therewithwith Seller’s sale of the Business, including including, all amounts payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇ & Bird LLP, Founders Investment Bankers, LLC (“Founders”) or any of their respective Affiliates and all amounts payable in connection with any employee or consultant transaction bonuses; (s) any amounts payable to any Affiliate of Seller; and (t) without limitation by the Ancillary Agreementsspecific enumeration of the foregoing, any other obligation or Liability not expressly included in the definition of Assumed Liabilities.

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer shall assume is assuming only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume is not assuming any other liability or obligation of any of the Seller, the LIN Companies Young Entities (or any predecessor of their respective Affiliates any of the Young Entities or any prior owner of all or part of any Young Entity's businesses and assets) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates applicable Young Entity (all such liabilities and obligations not being assumed being herein referred to as the “"Excluded Liabilities”"), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, Contract or Real Property Lease Permit required by the terms thereof to be discharged on or prior to the Effective Time or as set forth on Schedule 2.04(a)Time; (b) any liability or obligation for which the LIN Companies, the applicable Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the any liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)obligation for borrowed money including interest and fees; (d) any liability or obligation relating to or arising out of any of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred EmployeesEnvironmental Liabilities (other than as specifically set forth in Section 2.03(c)); (f) any Tax liability or obligation (i) relating to Prevacation, bonuses and other employee-related benefits including any Seller stay bonuses pursuant to Section 8.07 earned prior to the Closing Tax Periods Date (except as expressly provided for in Section 9.02writing by the parties), ; (iig) imposed on any Tax liability or payable by or with respect to Seller obligation (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder);relating to or arising out of any Employee Plan; and (i) any liability or obligation for any severance, retention, performance arising out of or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary AgreementsFresh Bait Settlement.

Excluded Liabilities. Notwithstanding any provision in this Agreement to Except for the contraryAssumed Liabilities, Buyer shall assume only the Assumed Liabilities not assume, nor shall it be liable for, and neither under no circumstance shall Buyer nor any of its Affiliates shall assume any other liability be obligated to pay or obligation of the Sellerassume, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following Purchased Assets shall be Assumed Liabilities or become liable for the purposes of this Agreementor subject to: (a) any liability or obligation under of Invacare or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a)Affiliate thereof; (b) subject to Section 6.02, any liability liabilities or obligation for which the LIN Companies, the Seller obligations arising out of or any of their respective Affiliates has already received relating to Invacare’s conduct or will receive the partial ownership or full benefit use of the Station Asset to which such liability Purchased Assets or obligation relates, but only operation of the Respiratory Business prior to the extent of such benefit receivedEffective Time, whether (in any case) fixed or contingent, recorded or unrecorded, known or unknown, currently existing or hereafter arising, and whether or not set forth or described in the Disclosure Schedules; (c) the liability related to the Indebtedness any liabilities, claim against or obligations, of the Sellerany nature whatsoever, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or arising out of any of the Excluded Assets; (d) any debt of or claim against Invacare or any Affiliate thereof, or any obligation of Invacare or any Affiliate thereof to repay borrowed money; (e) any liability with respect for violating any Law to Excluded Employees and Employees who are the extent arising from Invacare or its Affiliates’ acts or omissions prior to the Effective Time provided, however, that notwithstanding anything to the contrary in this Agreement, that neither Invacare nor its Affiliates shall not Transferred Employeesbe responsible for any violations of Law arising from Buyer’s acts or omissions after the Effective Time; (f) any Tax liability or and obligation for (i) Taxes, including any rollback Taxes, relating to Pre-the Respiratory Business, the Purchased Assets, or the Assumed Liabilities for any taxable period or portion thereof ending on or prior to the Closing Tax Periods (except Date and any rollback Taxes imposed as expressly provided for in Section 9.02), a result of the transactions contemplated by this Agreement and (ii) imposed on any other Taxes of Invacare or payable its Affiliates for any taxable period, including as a transferee or successor, by or with respect to Seller (except as expressly provided in Section 9.02)Contract, or (iii) for which Seller is operation of Law, or from any express or implied obligation to indemnify or otherwise liable pursuant assume or succeed to Section 9.05the liability of any other Person; (g) any liability to indemnify, reimburse product warranty obligations of Invacare or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation Affiliates for any severance, retention, performance Medical Devices (as defined in Section 4.07(a)) sold by Invacare or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable its Affiliates prior to the Effective Time; (h) any liability and obligation for the Product Recalls; (i) any liability and obligation relating to the Warning Letter; (j) any Action, including any Action relating liability and obligation to any Employee, to the extent arising from distributors or related to the period customers of Invacare or its Affiliates for sales made by Invacare or its Affiliates prior to the Effective Time, including but not limited to product returns; and (k) any liability liabilities relating to any present or former employees, officers, directors, retirees, independent contractors or consultants of the Seller under this Agreement Invacare or its Affiliates, including any liabilities associated with any claims for wages or other benefits, bonuses, accrued sick time, workers’ compensation, leaves of absence, severance (whether pursuant to an agreement, plan, practice or policy, or applicable Law), retention, termination or other payments, or any document executed other liability or obligation relating to labor and employment laws (including under the WARN Act) with respect to present or former employees, officers, directors, retirees, independent contractors or consultants of Invacare or its Affiliates, including liabilities with respect to any employee’s termination of employment with Invacare or its Affiliates in connection therewithwith the transactions contemplated by the Transaction Documents, in each case, regardless of when arising or incurred, including if arising or incurred on, prior to, or after the Ancillary AgreementsClosing Date.

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume only the Assumed and shall not be responsible to pay, perform or discharge any Liabilities and neither Buyer nor of any Seller or any of its Affiliates shall assume of any kind or nature whatsoever other liability or obligation of than the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates Assumed Liabilities (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). Each Seller shall, andand shall cause each of its Affiliates to, notwithstanding anything pay and satisfy as soon as practicable all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the contrary in Section 2.03, none generality of the following foregoing, the Excluded Liabilities shall include, but not be Assumed Liabilities for limited to, the purposes of this Agreementfollowing: (a) any liability Liabilities of Sellers arising or obligation under or incurred in connection with respect to any Assumed Contractthe negotiation, Permitpreparation, Governmental Orderinvestigation and performance of this Agreement, or Real Property Lease required by the terms thereof to be discharged prior to other Transaction Documents and the Effective Time or as set forth on Schedule 2.04(a)transactions contemplated hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, investment bankers, consultants, advisers and others; (b) any Liability for (i) Taxes of Sellers (or any equityholder or any Affiliate of Sellers), including relating to the Business, the Purchased Assets or the Assumed Liabilities for any Pre-Closing Tax Period; (ii) Taxes of each Seller that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of such Seller pursuant to Section 6.14; or (iii) other Taxes of Sellers (or any equityholder or any Affiliate of Sellers) of any kind or description (including any Liability for Taxes of Sellers (or any equityholder or any Affiliate of Sellers) that becomes a Liability of Buyer under any common law doctrine of de facto merger or transferee or successor liability or obligation for which the LIN Companies, the Seller otherwise by operation of contract or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedLaw); (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation Liabilities relating to or arising out of any of the Excluded Assets; (d) any Liabilities in respect of any pending or threatened Action arising out of, relating to or otherwise in respect of the operation of the Business or the Purchased Assets to the extent such Action relates to such operation on or prior to the Closing Date or to the transactions contemplated herein; (e) any liability Liabilities of Sellers arising under or in connection with respect to Excluded Employees and Employees who are not Transferred Employeesany Benefit Plan; (f) any Tax liability Liabilities of Sellers for any present or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided former employees, officers, directors, retirees, independent contractors or consultants of Sellers, including, without limitation, any Liabilities associated with any claims for in Section 9.02)wages or other benefits, (ii) imposed on bonuses, accrued vacation, workers’ compensation, severance, retention, termination or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05other payments; (g) any liability trade accounts payable of Sellers; (h) any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, memberdirector, Employee employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; Sellers (h) the liabilities and obligations arising or including with respect to the operation any breach of the Stationsfiduciary obligations by same), including the owning or holding except for indemnification of the Station Assets, prior same pursuant to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder)Section 8.03 as Seller Indemnitees; (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with Liabilities under the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective TimeExcluded Contracts; (j) any ActionLiabilities associated with debt, including any Action relating loans or credit facilities of Sellers and/or the Business owing to any Employee, to the extent arising from or related to the period prior to the Effective Time; andfinancial institutions; (k) any liability Liabilities arising out of, in respect of or in connection with the failure by Sellers or any of their Affiliates to comply with any Law or Governmental Order; and (l) any Liabilities relating to or arising out of the Seller under this Agreement or any document executed matters set forth in connection therewith, including Section 4.17(a) of the Ancillary AgreementsDisclosure Schedules.

Excluded Liabilities. Notwithstanding any provision Except as specifically set forth in this Agreement Section 1.3, Seller retains all Liabilities, including all Liabilities directly or indirectly arising out of or related to the contrary, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation operation of the Seller, Business or the LIN Companies Premises at or any of their respective Affiliates of whatever nature, whether presently in existence or prior to the Effective Time and all Liabilities arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities out of the SellerExcluded Assets (collectively, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). Without limiting the generality of the preceding sentence, and, notwithstanding anything to the contrary Purchaser shall not assume or become liable for any obligations or Liabilities of Seller not specifically described in Section 2.031.3, none of including the following shall be Assumed Liabilities for the purposes of this Agreementfollowing: (a) Any Liability that arises, at or prior to the Effective Time, out of any liability breach or obligation under or with respect to any Assumed Contract, Permit, Governmental Orderdefault, or Real Property Lease required by the terms thereof to be discharged an event occurring prior to the Effective Time that, with or as set forth on Schedule 2.04(a)without notice or lapse of time or both, would constitute a breach or default, under any contract, agreement, commitment, instrument or obligation (whether written or oral, contingent or otherwise) to which Seller is a party or its properties or assets are bound; (b) any liability or obligation for which the LIN Companies, the Any Liability of Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or arising out of any of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability claim or obligation cause of action, regardless of when made or asserted, that arises (i) relating to Pre-Closing Tax Periods (except as expressly provided for out of or in Section 9.02), (ii) imposed on connection with the business or payable by or with respect to operations of Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning Business) at or holding of the Station Assets, prior to the Effective Time Time, including under any Law and including administrative fines, regulatory penalties, or other obligations owed by Seller to any Governmental Authority, or (excluding ii) with respect to any liability goods or obligation expressly assumed services provided by Buyer hereunder); (i) any liability Seller at or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (jc) any ActionAny Indebtedness or accounts payable of Seller; (d) Any Transaction Expenses (as defined in Section 8.3) incurred by Seller; (e) Any Liability for Taxes, including any Action relating to any Employeewhether or not disputed and whether known or unknown, to whether as a result of the extent arising from Acquisition or related to the period business or operations of Seller or the ownership of the Purchased Assets at or prior to the Effective Time; (f) Any Liabilities arising under Section 601 et. seq. of ERISA or Code Section 4980B, provided that Purchaser shall be responsible for any such Liabilities after the Effective Time with respect to any Hired Employees; (g) Any Liability arising at or prior to the Effective Time, or as a direct result of the Acquisition, that Seller has to any employee, agent, or independent contractor of Seller, whether or not employed by Purchaser after the Effective Time, or under any Benefit Plan, including all wages, commissions, vacation, holiday, workers’ compensation, sick pay, bonuses and fringe benefits accrued at or prior to the Effective Time and all severance pay Liabilities resulting from Seller’s consummation of the Transactions (as defined in Section 2.2); and (kh) Any Liability arising out of any liability of the failure by Seller under this Agreement to comply with any environmental laws with respect to its past or any document executed in connection therewithcurrent operations, properties or facilities, including the Ancillary AgreementsPremises.

Excluded Liabilities. Notwithstanding Seller and Purchaser agree that Purchaser does not agree to assume and shall have no responsibility for any provision in this Agreement to of the contrarydebts, Buyer shall assume only obligations or liabilities of Seller other than the Assumed Liabilities (the "Excluded Liabilities"), all of which shall remain the sole responsibility of and neither Buyer nor any of its Affiliates shall assume any other liability or obligation be paid and discharged by Seller as they become due. The Excluded Liabilities include without limitation all of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreementfollowing: (a) Any tax liability or tax obligation of Seller, its directors, officers, shareholders and agents which has been or may be 3 asserted by any taxing authority, including without limitation any such liability or obligation under arising out of or in connection with respect to any Assumed Contract, Permit, Governmental Order, this Agreement or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a);transactions contemplated hereby. (b) any Any liability or obligation for which the LIN Companiesof Seller whether incurred prior to, the Seller at or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only subsequent to the extent Closing Date for any amounts due or which may become due to any person or entity who is or has been a holder of such benefit received;any debt or equity security of Seller. (c) the liability related Any trade account payable or note payable of Seller or any contract obligation of Seller (other than those referred to in Section 3.1) whether incurred prior to, at or subsequent to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c);Closing Date. (d) any Any liability or obligation relating to or arising out of any litigation, suit, proceeding, action, claim or investigation, at law or in equity or in arbitration, related to Seller's operation of the Excluded Assets;Business prior to the Closing Date. (e) Any claim, liability or obligation, known or unknown, contingent or otherwise, the existence of which is a breach of, or inconsistent with, any liability with respect to Excluded Employees and Employees who are not Transferred Employees;representation, warranty or covenant of Seller set forth in this Agreement. (f) any Tax Any liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for specifically stated in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary AgreementsSchedules hereto as not to be assumed by Purchaser.

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer shall assume is assuming only the Assumed Liabilities Liabilities, and neither Buyer nor any of its Affiliates shall assume is assuming any other liability Liability of or obligation of the Seller, the LIN Companies relating to Seller or any of its Affiliates or Related Parties (or any Representative thereof) (or any predecessor of any such Person or any prior owner of all or part of its or their respective Affiliates businesses and assets) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations Liabilities shall be retained by and remain obligations and liabilities Liabilities of Seller or such Affiliate or Related Party, or Representative thereof, including the Seller, the LIN Companies or their respective Affiliates following (all such liabilities and obligations Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement:): (a) any liability Liability arising or obligation under or with respect attributable to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged a period prior to the Effective Time Closing or as set forth on Schedule 2.04(arelating to non-ordinary course conduct that existed prior to the Closing (any Liability arising out of or relating to any actual or alleged (i) tort, (ii) infringement, misappropriation or other violation of Intellectual Property Rights, (iii) breach of Contract, (iv) violation or noncompliance with any Applicable Law or any Permit or consent, (v) product liability, breach of warranty or similar claim for injury to any Person or property or (vi) class action (whether or not certified)); (b) any liability Liability for Taxes with respect to the ownership or obligation for which operation of the LIN Companies, Business or the Purchased Assets by Seller or any of their respective its Affiliates has already received on or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only prior to the extent Closing Date, including all Liabilities for Apportioned Obligations allocated to Seller pursuant to Section 8.02 and any Liability of such benefit received;Seller (or any Affiliate or predecessor thereof) for Taxes, whether or not related to the Business or the Purchased Assets; 17 (c) the liability related to the Indebtedness of the Sellerall Liabilities expressly retained by, the LIN Companiesor allocated to, Seller or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)its Affiliates pursuant to ‎Article 9; (d) any liability Liability arising from or obligation relating to (i) the Employee Plans, except as expressly provided in ‎Section 9.01(f) or (ii) the employment or service of (x) any current or former Service Provider who is not a New Buyer Employee arising out prior to, at or after the Closing (including any Liability incurred by Buyer on or after the Closing Date under WARN as a result of Buyer not employing any of Person) and (y) any New Buyer Employee arising prior to the Excluded AssetsClosing; (e) any liability Liability or obligation with respect to Excluded Employees and Employees who are not Transferred Employeesmatters disclosed or required to be disclosed in ‎Section 3.22 of the Seller Disclosure Schedule; (f) any Tax liability or obligation (i) relating Liability arising prior to Pre-the Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officerRepresentative of Seller (or any Affiliate thereof); (g) any Environmental Liability, memberwhether arising or accruing prior to, Employee at or agent after the Closing, (i) in each case in any way relating to an event, condition, action, inaction or circumstance first occurring, arising or existing at or prior to the Closing in connection with the Purchased Assets or the Business, including all matters disclosed or required to be disclosed in ‎‎Section 3.25 of the Seller Disclosure Schedule, or (ii) with respect to the Excluded Assets or any real property currently or formerly owned, leased or operated by Seller or any Affiliate of Seller, or any of their respective predecessors other than the Purchased Assets; (h) any Liability in respect of Indebtedness, Seller Transaction Expenses or other payables due to Seller or any of its Affiliates, other than Affiliates or Related Parties (or any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunderRepresentative thereof); (i) any liability accounts payable and other accrued expenses arising at or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective TimeClosing; (j) any ActionLiability of Seller (or any Affiliate or Related Party thereof) under any Transaction Document; (k) any Liability to the extent arising out of or relating to any Excluded Asset (giving effect to ‎Section 2.05); (l) any Liability resulting from any Action against Seller (or any Affiliate or Related Party thereof) or relating to the Business as of the Closing, including any Action set forth in ‎Section 3.12 of the Seller Disclosure Schedule; (m) any Liability relating to any Employeecurrent or former holder of Equity Securities of Seller (or any Affiliate or Related Party thereof), including in respect of (i) any actual or alleged breach of fiduciary duty or (i) the exercise of dissenters’, appraisal or similar rights under Applicable Law; (n) any Liability to the extent arising out of or relating to any Excluded Asset (giving effect to ‎Section 2.05); 18 (o) any other Liability, including those relating to the Business or Purchased Assets, to the extent arising from out of or related to the period in connection with any facts, act, omission or circumstance occurring or existing at any time at or prior to the Effective TimeClosing; (p) any liabilities or obligations relating to any non-compliance by Seller or Buyer with any applicable bulk sales, bulk transfers or similar laws; and (kq) any liability Liability set forth in ‎Section 2.04(q) of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary AgreementsDisclosure Schedule.

Excluded Liabilities. Notwithstanding any provision in this Agreement to Except for the contraryAssumed Liabilities, Buyer shall not assume only the Assumed or become liable or obligated in any way and Seller shall retain and remain solely liable for any obligation to pay, perform and discharge all Liabilities and neither Buyer nor of Seller, regardless of when asserted, including without limitation, any of its Affiliates shall assume any other liability or obligation of the Sellerfollowing (collectively, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement:): (a) Any obligations or liabilities of Seller under the Excluded Contracts. (b) Obligations or liabilities of Seller by reason of any failure to comply with the rules and regulations of any Government Reimbursement Program which is attributable to any period of time ending prior to the Effective Time. (c) Any obligation or liability of Seller arising out of or relating to any violation of any Legal Requirements prior to the Effective Time. (d) Any obligation under or liability of Seller arising out of or relating to any Employee Benefit Plan of any nature whatsoever maintained by Seller or its Affiliates for the benefit of its or their employees (except that Buyer shall have liability for and to the extent provided in Section 6.9). (e) Any accounts payable reflected on the Seller’s books as of the Closing Date or arising from the operation of the Business prior to the Effective Time, subject to the terms of Sections 1.3(d) and 1.4(g). (f) With respect to any retrospective settlement of any cost report for an amount less than such original cost report relating to a period ending prior to the Effective Time, all obligations of Seller now existing or which may hereafter exist with respect to any Assumed Contract, Permit, Governmental Order, payment or Real Property Lease required reimbursement owed by the terms thereof Seller to be discharged any Government Reimbursement Program or other payor which is attributable to any period of time ending prior to the Effective Time or as set forth on Schedule 2.04(a);Time. (bg) any liability Obligations or obligation liabilities for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective AffiliatesTaxes, including, without limitation, as set forth on Schedule 2.04(c); (d1) any liability or obligation relating to or Taxes arising out as a result of any of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the Seller’s operation of the Stations, including the owning Business or holding ownership of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period Acquired Assets prior to the Effective Time; and(2) any Taxes that will arise as a result of the sale of the Acquired Assets pursuant to this Agreement; and (3) any deferred Taxes of any nature; provided however, it is acknowledged that Buyer shall have the obligation to pay its proportionate share of all real and personal property Taxes due as a result of the ownership or operation of the Acquired Assets following the Effective Time. (kh) any Obligations or liabilities to Government Reimbursement Programs for overpayments and other financial obligations arising from adjustments or reductions in reimbursement attributable to events, transactions, circumstances, or conditions occurring or existing prior to the Effective Time. (i) Seller’s expenses relating to this Agreement. (j) All professional liability claims or other claims for acts or omissions of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary AgreementsSeller.

Excluded Liabilities. Notwithstanding Purchaser shall not assume, pay, or in any provision way be liable or responsible for any debts, liabilities or obligations of Sellers, IP Seller or the Business unless expressly assumed in this Agreement including but not limited to the contrary, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Sellerfollowing exclusions (collectively, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “"Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement:"): (a) any liability or obligation of Sellers or IP Seller under this Agreement or with respect any liability or obligation of Sellers or IP Seller to any Assumed Contractattorneys, Permitaccountants, Governmental Orderbrokers, or Real Property Lease required others for services rendered or expenses incurred by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a)their behalf; (b) except as otherwise provided in Section 3.1 hereof or in Section 6.1 hereof, any liability wages, salary, severance, bonuses, commissions, vacation or obligation for which the LIN Companiesholiday pay, the Seller post retirement medical benefits, fringe benefits, long-term disability benefits, life insurance benefits, any duties, obligations or liabilities arising under any of their respective Affiliates has already received employee benefit plan, policy or will receive the partial or full benefit practice, whether defined by Section 3(3) of the Station Asset to which such liability Employee Retirement Income Security Act of 1974, as amended and in effect ("ERISA") or obligation relatesotherwise, but only relating to the extent employees of such benefit receivedthe Business or other amounts due to any employees or former employees of the Business which accrue on or prior to the Closing Date; (c) the liability related any liabilities and obligations of Sellers or IP Seller for any Taxes (as defined in Section 4.1.6(a)(i) hereof) with respect to the Indebtedness operations of the SellerBusiness on or prior to the Closing Date; (d) any violation, liability, penalty, cost, damage, fine, order, judgment or obligation under Environmental Laws (as defined in Section 4.1.15 hereof) to the LIN Companies, extent they arise out of acts or omissions occurring on or prior to the Closing Date; (e) any of their respective Affiliatesindebtedness for borrowed money; and (f) [**] with respect to [**] and [**], including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or arising out of any of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse [**] or advance amounts to any officer, member, Employee [**] or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreements[**].

Excluded Liabilities. Notwithstanding any provision in this Agreement anything to the contrarycontrary contained in Section 2.1(c), Buyer shall assume only not assume, or be obligated to pay, perform or otherwise discharge, and the Assumed Liabilities and neither Buyer nor any shall not include, the following liabilities, obligations or commitments of the Company or its Affiliates shall assume any other liability or obligation of the Seller(collectively, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement:): (ai) any liability not related to the Business; (ii) any liability to the extent related to any Excluded Asset; (iii) any current liability to the extent not reflected in Net Working Capital (as finally determined); (iv) any liability of the Company’s Affiliates, including indebtedness for borrowed money, not specifically listed in Section 2.1(c); (v) other than the Intercompany Loans, all Business Indebtedness and intercompany payables of Seller and its Affiliates; (vi) all contracts of insurance of Seller and its Affiliates; (vii) any liability arising out of or related to Current Litigation; (viii) any Transaction Expenses; (ix) any liability arising out of or related to the Greater ▇▇▇▇▇▇▇▇ Incident and any further emergency events prior to Closing related to the restoration and reconstruction with respect to the Greater ▇▇▇▇▇▇▇▇ Incident, including any Losses arising out of or related to any litigation, demand, cause of action, claim, suit, investigation, proceeding, indemnification agreements or rights related to the Greater ▇▇▇▇▇▇▇▇ Incident, including any GLI Proceeding; (x) any monetary obligations to the extent arising out of or related to the non-compliance with Environmental Permits and Environmental Laws described in Section 5.16 of the Seller Disclosure Letter to the extent such non-compliance occurs prior to the Closing, including, to the extent related to such non-compliance prior to the Closing, the cost of investigating, defending or remediating such non-compliance, and any fines, monetary penalties, charges and costs, and interest thereon, except to the extent (and only to the extent) such obligation is actually and materially increased by any action of Buyer following Closing; (xi) the Company Notes, the Company Indenture and any liability thereunder or with respect thereto or the redemption thereof; (xii) any liabilities for (A) Taxes of Seller or any Affiliate thereof, (B) Taxes imposed directly on the Purchased Assets for any Tax period (or portion thereof as allocated to Seller pursuant to Section 8.2(a)), ending on or prior to the Closing Date, (C) any Tax imposed as a result of Seller or any Affiliate thereof being a member of Consolidated Tax Group, (D) Taxes imposed as a result of any Tax sharing or Tax allocation agreement, arrangement or understanding, or as a result of Seller or any Affiliate thereof being liable for another Person’s Taxes as a transferee or successor, by Contract or otherwise pursuant to applicable Requirements of Law (excluding any liability arising under or Section 2.1(c)(vi) with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by Transferred Contract the terms thereof principal subject matter of which is not Tax) and (E) any Taxes for which Seller is responsible pursuant to be discharged prior to the Effective Time or as set forth on Schedule 2.04(aSection 8.2(b); (bxiii) any liability or obligation for which the LIN Companies, all liabilities of the Seller or any of their respective and its Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relatesto, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companieswith respect to, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability arising under or obligation relating to or arising out of any of the Excluded Assets; (e) any liability in connection with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), without limiting subclause (ii) imposed on hereunder or payable by or with respect to Seller subsection (except as expressly provided in Section 9.02xvii), salaries, wages, bonuses, vacation or severance pay, expense reimbursement or other compensation, payments or benefits of (x) Transferring Employees earned, accrued or arising prior to the Closing Date or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (gy) any liability to indemnify, reimburse other current or advance amounts to any officer, member, Employee former employees or agent other service providers of the Seller Company or any of its Affiliates, including any Business Employees who are not Transferring Employees, regardless of when earned, accrued or arising and, in the case of each of (x) and (y), the employer portion of any Taxes with respect thereto, (ii) except as set forth in Section 8.3(f), Benefit Plans or any other than employee benefit plan, policy, agreement or arrangement maintained or contributed to by Seller, the Company or any liability to of their Affiliates, (iii) except as set forth in Section 8.3(f), Title IV of ERISA, (iv) any Transferred Employee incurred on “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA or after the applicable Employment Commencement Date; (hv) the liabilities and obligations arising or with respect to the operation of the StationsWARN Act, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunderexcept as provided in Section 8.3(g); (ixiv) all liabilities arising out of or related to any claim made by a Business Employee or Former Business Employee related to any activities or events that took place prior to the Closing; (xv) all liabilities of the Company, Seller Parent and its Affiliates pursuant to civil claims for injury of persons or damage to property to the extent such injury or damage occurs prior to the Closing; (xvi) any liability under any collective bargaining agreement or obligation for other Contract with any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective TimeLabor Union; (jxvii) other than as provided in Section 8.3(f), the sponsorship of, or, any Actionliability under, including any Action relating Benefit Plan other than as reflected in Net Working Capital (as finally determined) and any other benefit or compensation plan, policy, arrangement or contract sponsored, maintained, contributed to any Employee, or required to the extent arising from be contributed to by Seller or related to the period prior to the Effective Timeits Affiliates or ERISA Affiliates; andor (kxviii) any liability all liabilities of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary AgreementsCompany with respect to Intangible Franchise Rights.

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the SellerV▇▇▇▇▇▇, WTGS TV, the LIN Companies Seller or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the SellerV▇▇▇▇▇▇, WTGS TV, the LIN Companies Seller or their respective its Affiliates pursuant to the terms of this Agreement or the Option Exercise Agreement, as applicable (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a); (b) any liability or obligation for which the V▇▇▇▇▇▇, WTGS TV, LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the SellerV▇▇▇▇▇▇, the WTGS TV, LIN Companies, Seller or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or arising out of any of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its their Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the StationsStation, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the V▇▇▇▇▇▇, WTGS TV, LIN Companies, Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreements.

Excluded Liabilities. Notwithstanding Neither Buyer shall assume or be obligated to pay, perform or otherwise assume or discharge any provision obligations or liabilities of either Seller, whether direct or indirect, known or unknown, or absolute or contingent, not expressly assumed by such Buyer pursuant to the Instrument of Assumption delivered by such Buyer or otherwise expressly assumed by such Buyer in this Agreement to the contrary, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All (all such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being so assumed being herein referred to as called the “Excluded Liabilities”). Without limiting the generality of the foregoing sentence, and, and notwithstanding anything to the contrary in provisions of Section 2.032.3, none of the following shall be assumed by either Buyer (and each of them shall be deemed not to constitute Assumed Liabilities for the purposes of this Agreement:Liabilities): (a) any liability intercompany payables or obligation under other liabilities or with respect obligations of CIT or either Seller to any Assumed Contract, Permit, Governmental Order, Affiliate of CIT or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a)Seller; (b) any liability losses, liabilities or obligation for which the LIN Companies, the Seller or obligations in respect of any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedExcluded Assets; (c) the liability related any liabilities or obligations in respect of any Taxes for which either Seller is liable pursuant to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)Section 8.2; (d) any liability or obligation relating to or arising out liabilities in respect of any of the Excluded Assetsindebtedness for borrowed money for which either Seller is liable; (e) any liability with liabilities in respect of the actions, suits or proceedings described or referred to Excluded Employees and Employees who are not Transferred Employeesin Schedule 5.8; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02)8.4, any liabilities in respect of any employee benefit plan or (iii) similar arrangement maintained by CIT or either Seller for which Seller is otherwise liable pursuant to Section 9.05;the benefit of any employees of the Business; and (g) except as provided in Section 8.4, any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent liabilities arising as a result of the Seller or employment prior to, and as of, the Closing of any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation employees of the StationsBusiness or termination by either Seller of any employees of the Business, including any claims under Sellers’ current severance plan or, in the owning or holding case of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby Business Employee (including any termination Excepted Business Employee or Leave Employee) employed by CIT Canada, any pay in lieu of employment in connection therewith) notice or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreementsseverance as is required by applicable law.

Excluded Liabilities. Notwithstanding any provision in this -------------------- Agreement or any other writing or commitment (written or oral) to the contrary, Buyer shall assume only the Assumed Liabilities and neither Buyer nor ACI is not assuming any of its Affiliates shall assume any other debt, liability or obligation of the Seller, the LIN Companies Seller (or any predecessors of their respective Affiliates the Seller or any prior owners of all or part of its businesses and assets) of whatever nature, whether presently in existence or arising hereafter, other than the assumption by ACI of the Assumed Liabilities. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates Seller (all such liabilities and obligations not being assumed being herein referred to as the “"Excluded Liabilities”"), and, notwithstanding . Notwithstanding anything to the contrary in Section 2.03, none of the following ------------ shall be Assumed Liabilities for the purposes of this Agreement: (a) any intercompany payables or other liabilities or obligations of the Seller to any of its Affiliates; (b) any of Seller's Employee Liabilities, any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental OrderEmployee Plan or Benefit Arrangement, or Real Property Lease required by any other liability or obligation related to employees of the terms thereof to be discharged prior to the Effective Time Seller, whether written or as set forth on Schedule 2.04(a)oral; (bc) any liability or obligation for which the LIN Companies, the Seller or Designated Chapter 11 Costs and any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability contracts related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)thereto; (d) any liability or obligation relating to for indebtedness for borrowed money or arising out of any of the Excluded Assetsevidenced by bonds or notes (including accrued interest and fees with respect thereto); (e) any liability with in respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) of Taxes for which the Seller is otherwise liable pursuant to Section 9.05; 14.03(a)(i); ------------------- (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (if) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreements.an Excluded Asset;

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer shall assume is assuming only the Assumed Liabilities and neither Buyer nor is not assuming any other Liability of Seller or any Affiliate of Seller (or any predecessor owner of all or part of its Affiliates shall assume any other liability business and assets) or obligation of the Seller, the LIN Companies or any of their respective Affiliates Business of whatever nature, nature whether presently in existence or arising or asserted hereafter. All , including but not limited to, any debt owed by Seller to any party and all such other liabilities and obligations Liabilities of Seller shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies Seller or their respective its Affiliates (all such liabilities and obligations Liabilities of Seller not being assumed being herein are referred to as the “Excluded Liabilities”), and, notwithstanding anything to . Without limiting the contrary in Section 2.03, none generality of the foregoing, the following Liabilities of Seller shall be Assumed Excluded Liabilities for the purposes purpose of this Agreement, all Liabilities of Seller: (a) relating to or arising under or in connection with any liability Plan, any “employee benefit plan” (as each is defined herein), or obligation any other benefit plan, program or arrangement of any kind at any time maintained, sponsored or contributed or required to be contributed to by Seller or any Person that is or has ever been under common control, or that is or has ever been treated as a single employer, with Seller under the Code (“ERISA Affiliate”) or with respect to which Seller or any Assumed ContractERISA Affiliate has any Liability, Permitincluding but not limited to, Governmental Orderany accrued obligations owed or owing to any Person, or Real Property Lease required by including but not limited to, the terms thereof to be discharged prior to the Effective Time or as set forth employee benefits listed on Schedule 2.04(a2.5(a); (b) any liability pertaining to the pre-Closing Date employment or obligation for which the LIN Companiesservice with, the or termination from employment or service from, Seller or any ERISA Affiliate, of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedany individual; (c) relating to any claims (whether asserted before or after the liability related Closing Date) for any breach of a representation, warranty or covenant, or for any claim for indemnification, contained in any Assumed Contract agreed to be performed pursuant to this Agreement by Buyer, to the Indebtedness extent that such breach or claim arises out of or by virtue of Seller’s performance or nonperformance thereunder prior to the Closing Date, it being understood that, as between the Parties hereto, this subsection shall apply notwithstanding any provision which may be contained in any form of consent to the assignment of any such Assumed Contract, which by its terms, imposes such Liabilities upon Buyer and which assignment is accepted by Buyer notwithstanding the presence of such a provision; (d) arising under product warranty or other warranty Liabilities of Seller with respect to any products, merchandise or services of the Business sold or rendered on or prior to the Closing Date; it being understood and agreed that any such claim or Liability asserted after the Closing Date arising out of any such sale or service prior to the Closing Date shall be considered to be a claim against or a Liability of Seller and therefore not assumed hereunder by Buyer; (e) with respect to Seller’s failure to take reasonable steps to safeguard the Business Systems; (f) for injury to or death of persons or damage to or destruction of property (including, without limitation, any worker’s compensation claim) with respect to acts or omissions by Seller that occur on or prior to the LIN Companies, Closing Date regardless of when said claim or any of their respective AffiliatesLiability is asserted, including, without limitation, as set forth any claim for consequential damages in connection with the foregoing; it being understood and agreed that any such claim or Liability asserted after the Closing Date, but arising from acts or omissions by Seller which occur before the Closing Date shall be considered to be a claim against or a Liability of Seller for injury to or death of persons or damages to or destruction of property and therefore not assumed hereunder by Buyer; (g) arising out of infringement for misappropriation of or other conflict with the Intellectual Property of any Person to the extent the same arise out of acts or omissions occurring on Schedule 2.04(cor prior to the Closing Date; (h) arising out of any violation by Seller of any Laws, including any Environmental Law occurring on or prior to the Closing Date; (i) in respect of any Claim related to the Business or any Purchased Asset arising prior to the Closing Date (whether asserted or commenced before or after the Closing Date); (dj) any liability or obligation relating to or arising out of any of the Excluded Assets; (ek) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability Indebtedness of Seller or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or dividends payable by Seller whether incurred or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on accrued before or after the applicable Employment Commencement Closing Date; (hl) the liabilities and obligations arising or with respect relating to the operation capital stock of Seller or the Stationspartnership interests, including the owning membership interests or holding of the Station Assets, prior any shareholder or partnership operating agreements to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder)which Seller is party; (im) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability obligations of the Seller under this Agreement or any document executed Transaction Document; (n) relating to claims or items set forth on Schedule 3.8; (o) relating to any transactions between Seller and any of its Insiders whether occurring before or after the Effective Date; (p) any Taxes that are not included in the definition of Assumed Liabilities and that relate to the Purchased Assets or the Business and that arose before the Effective Date (excluding any Transfer Taxes and excluding Property Taxes to the extent specified in Assumed Liabilities); (q) relating to Liens on the Purchased Assets arising before the Effective Date, to the extent not an obligation arising on or after the Effective Date under the Assumed Contracts or that do not constitute Assumed Liabilities; (r) any amounts payable for fees or expenses incurred by Seller in respect to this Agreement, the agreements contemplated hereby and/or the Contemplated Transactions or otherwise in connection therewithwith Seller’s sale of the Business, including including, all amounts payable to ▇▇▇▇▇▇▇▇▇▇▇▇ & Ingersoll, P.L.C., to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co., PC or any of their respective Affiliates and all amounts payable in connection with any employee or consultant transaction bonuses; (s) any amounts payable to any Affiliate of Seller; and (t) without limitation by the Ancillary Agreementsspecific enumeration of the foregoing, any other obligation or Liability of Seller not expressly included in the definition of Assumed Liabilities.

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer No Purchaser shall assume only any Liabilities or obligations of any Seller other than the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller(collectively, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and. In addition, notwithstanding anything to the contrary in Section 2.032.4, none no Purchaser shall assume any of the following (each of which shall be Assumed Liabilities for the purposes of this Agreement:also constitute Excluded Liabilities): (a) any liability or obligation under or with respect Liability relating to any Assumed Contractcause of action or judicial or administrative action, Permitsuit, Governmental Orderproceeding or investigation, (i) pending or Real Property Lease required by the terms thereof to be discharged threatened on or prior to the Effective Time Closing Date, including without limitation Coats v W the Brand, LLC et al., Case No. A-19-790393-C (District Count, ▇▇▇▇▇ County, NV), and (ii) to the extent related to Excluded Assets or as set forth on Schedule 2.04(a)Excluded Liabilities; (b) any liability Liability relating to any failure or obligation for which the LIN Companiesalleged failure by any Seller to comply with, the Seller or any of their respective Affiliates has already received violation or will receive the partial alleged violation by any Seller of, any Law, Order or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedPermit; (c) the liability related any Liability relating to the Indebtedness of the Seller, the LIN Companiesany failure or alleged failure by any Seller to comply with, or any of their respective Affiliatesviolation or alleged violation by any Seller of, including, without limitation, as set forth any Contract where such failure or violation occurred or was alleged to have occurred on Schedule 2.04(c)or prior to the Closing; (d) any liability or obligation Liability, relating to or arising out of the employment by any Seller of any of its employees or the Excluded Assetsengagement by any Seller of any of its independent contractors (or any employee of an independent contractor), or the termination of any such relationship; (e) any liability with respect Employee Benefit Plan, including any sponsorship, administration or contribution obligation of any Person under any Employee Benefit Plan or the termination prior to Excluded Employees and Employees who are not Transferred Employeesany such assumption of any Employee Benefit Plan; (f) any Tax liability or obligation (i) Liability relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed any infringement or alleged infringement of the rights of any other Person arising out of the use of any Business IP on or payable by or with respect prior to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05the Closing Date; (g) any liability to indemnify, reimburse or advance amounts Liability for any Taxes (including without limitation any deferred Tax) with respect to any officer, member, Employee Taxable period or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred portion thereof ending on or after prior to the applicable Employment Commencement Closing Date; (h) the liabilities and obligations arising or with respect any Liability relating to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder)Excluded Asset; (i) any liability or obligation for Liability relating to any severance, retention, performance or stay bonus or any accounts payable other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Timethan Assumed Payables; (j) any Action, including any Action relating to any Employee, to the extent arising from or product Liabilities related to Inventory included in the period prior to the Effective Time; andAssets; (k) any liability Liability with respect to the Indebtedness of the Seller under this Agreement or any document executed Seller; or (l) any Liability imposed by any Environmental Law and incurred in connection therewith, including with conditions existing or events occurring on or prior to the Ancillary AgreementsClosing Date.

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contraryAgreement, Buyer shall assume is assuming only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume is not assuming any other liability or obligation of the Seller, the LIN Companies Seller or any of their respective its Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates Seller (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease or Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a)Time; (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective AffiliatesIndebtedness, including, without limitation, as set forth on Disclosure Schedule Section 2.04(c), except any liability or obligation relating to or arising under the SLC Debt or the Capital Leases; (d) any liability or obligation relating to or arising out of any of the Excluded AssetsAssets or any Employee Plan (other than an Employee Plan included as a Purchased Asset pursuant to Section 2.01(c)); (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 2.08(b) or Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (gf) any liability to indemnify, reimburse or advance amounts to any officer, memberdirector, Employee employee or agent of the Seller or any of its AffiliatesFPMG, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement DateLLC; (hg) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, Business prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunderhereunder or as provided in the LMA); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (kh) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreements.

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary provided in Section 2.032.3(a), none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) shall not include, and in no event will Buyer assume, agree to pay, discharge or satisfy any liability or obligation under this Agreement or with respect to any Assumed Contract, Permit, Governmental Orderotherwise, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a); (b) have any liability or obligation for which the LIN Companiesresponsibility for, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or arising out of any of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the following liabilities and obligations arising of Seller or with respect to the operation of Companies (the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder);"Excluded Liabilities"): (i) any liability or obligation for money borrowed (it being understood that the liabilities and obligations under any severance, retention, performance capital lease set forth in Schedule 5.13 is an Assumed Liability); (ii) any liability or stay bonus obligation with respect to Taxes for which Seller is liable under Section 8.2; (iii) any liability or any obligation for costs and expenses (other compensation payable than Transfer Taxes and as set forth in Section 8.6 or as otherwise expressly set forth in this Agreement) in connection with the negotiation and execution of this Agreement or the consummation of the transactions contemplated hereby hereby; (including iv) any termination liability or obligation of employment Seller under this Agreement or under any other agreement between Seller or any of its Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand, entered into on or after the date of this Agreement in connection therewithaccordance with the terms hereof; (v) any liability or otherwise due obligation relating to any Business Plan, Employment Agreement or other employee benefit policies and payable prior practices of Seller listed in Schedule 5.15(e), in each case, to the extent such liabilities and obligations are not expressly assumed by Buyer pursuant to Section 8.3; (vi) all payment obligations relating to bonuses of employees of the Business that have been earned but have not been paid as of the Effective Time; (jvii) all intercompany accounts among Sellers and its Affiliates relating to the Business, which accounts are subject to Section 7.6; (viii) any Action, including any Action relating to any Employee, liability or obligation to the extent arising from or related to the period Excluded Assets (except as provided in Section 2.2 or 2.4) or any other assets not transferred to and not purchased by Buyer relating to the Business (other than such liabilities and obligations assumed by Buyer pursuant to Section 2.3(a)(iii)), provided that this clause shall not affect any obligation of Buyer under the Transition Services Agreement, Club ▇▇▇▇▇ ▇▇ Licensed Departments Agreement or Private Brands Agreement; (ix) any liability or obligation relating to, resulting from or arising out of any former operations or properties of Seller or any of the Companies that have been discontinued or disposed of prior to the Effective TimeCut-Off Date; (x) any liability or obligation with respect to any claim arising out of an occurrence on or prior to the Cut-Off Date for which Seller or any of the Companies is insured under the commercial general liability policy covering the Business or the Assets (without regard to any deductible or self-insured amount), as in effect as of the date of this Agreement (whether or not Seller actually recovers any insurance proceeds with respect to such claim); (xi) any liability or obligation relating to the matters set forth on Schedule 2.3(b)(xi) (subject to any limitations set forth in such schedule), including Seller's costs associated with defending and managing such matters (including attorneys' fees and costs of investigation); and (kxii) all unpaid accounts payable of Seller or any liability of the Companies, subject to Section 2.5. Seller under this Agreement shall, or any document executed in connection therewithshall cause the Companies to, including the Ancillary Agreementspay, perform and fully observe all Excluded Liabilities.

Excluded Liabilities. Notwithstanding MedImmune shall retain, and shall be responsible for paying, performing and discharging when due, and Licensee shall not assume or have any provision in Confidential Portions of this Agreement Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the contrarySecurities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Buyer shall assume only Ltd. responsibility for paying, performing or discharging, any Liabilities of MedImmune and its Affiliates other than the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller(collectively, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). Without limiting the foregoing, andneither Licensee nor its Affiliates shall be obligated to assume, notwithstanding anything to the contrary in Section 2.03and neither of them does assume, none and each of them hereby disclaims responsibility for, any of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a); (b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or arising out of any of the Excluded Assets; (e) any liability with respect to Excluded Employees MedImmune and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder);: (i) any liability Liability attributable to any tangible asset, property or obligation right that is not included in the Purchased Assets; (ii) any Liability attributable to the research, development or other activity conducted by MedImmune or any Affiliate related to the Product on or prior to the Effective Date; and (iii) any and all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use of the Purchased Assets, in each case, for any severancetaxable period (or portion thereof) ending on or prior to the Effective Date, retention, performance or stay bonus and all Taxes of MedImmune or any other compensation of its Affiliates that are or may become payable in connection with the consummation respect to all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under by this Agreement or any document executed in connection therewith, including the Ancillary AgreementsAgreement.

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer shall assume is assuming only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume is not assuming any other liability or obligation of the Seller, the LIN Companies Parent or Sellers (or any predecessor of their respective Affiliates Parent or Sellers or any prior owner of all or part of Parent or Seller’s businesses and assets) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates applicable Seller (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, Contract or Real Property Lease Permit required by the terms thereof to be discharged on or prior to the Effective Time or as set forth on Schedule 2.04(a)Time; (b) any liability or obligation for which the LIN Companies, the applicable Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the any liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)obligation for borrowed money including interest and fees; (d) any liability or obligation relating to or arising out of any of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred EmployeesEnvironmental Liabilities; (f) any liability or obligation relating to vacation, bonuses and other employee-related benefits including either Seller stay bonuses pursuant to Section 8.07 earned or put into effect prior to the Closing Date; (g) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date;; and (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to or arising out of any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary AgreementsEmployee Plan.

Excluded Liabilities. Notwithstanding any provision in this Agreement to Except for the contraryAssumed Liabilities, Buyer shall assume only not assume, nor shall it be liable for and under no circumstance shall the Assumed Liabilities Buyer be obligated to pay or assume, and neither Buyer nor none of the Assets shall be or become liable for or subject to any of its Affiliates shall assume any other liability or obligation of the SellerSeller Group or its affiliates, the LIN Companies including any obligations or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this AgreementSeller Group: (a) any for medical malpractice or general liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a)claims; (b) any liability arising out of or obligation for which relating to the LIN Companies, the Seller ownership or any of their respective Affiliates has already received or will receive the partial or full benefit use of the Station Asset Assets prior to which such liability Effective Time, whether (in any case) fixed or obligation relatescontingent, but only to recorded or unrecorded, known or unknown, currently existing or hereafter arising, and whether or not set forth or described in the extent of such benefit receivedSchedules; (c) the liability related to the Indebtedness any debt of the Seller, the LIN Companiesor claim against Seller Group or any one or more of its affiliates, or any obligation of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c)Seller Group or any one or more of its affiliates to repay borrowed money; (d) any liability claim against or obligation of any nature whatsoever relating to or arising out of any of the Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) under any Tax liability pension or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to other benefit plan of Seller (except as expressly provided in Section 9.02)Group, or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations administrative costs associated with such benefit plans arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (jf) any Actionliability relating to Seller Group Cost Reports (as hereinafter defined), including terminating cost reports, or other Medicare, Medicaid or TRICARE claims with respect to periods ending prior to the Effective Time, whether arising in connection with a “self report” or otherwise; (g) any Action relating to liability for violating any Employee, Legal Requirements to the extent arising from acts or related to the period omissions prior to the Effective Time; and, including those pertaining to Medicare and Medicaid fraud or abuse and federal and state physician anti-self-referral laws; (kh) any liability under Seller Group’s provider agreements with Government Programs or Third Party Payor Programs, including, but not limited to, any liability for amounts paid to the Seller Group in excess of the maximum “caps” allowed pursuant to the limitation on payments for hospice services described in 42 U.S.C. §1395f and the applicable Medicare regulations (“Medicare Cap Liability”) and the repayment of any alleged overpayments; (i) any liability and obligation for Taxes whether or not accrued, assessed or currently due and payable, (i) of Seller under this Agreement Group, whether or any document executed in connection therewithnot it relates to the Facilities or the Assets, including the Ancillary Agreements.or

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume is assuming only the Assumed Liabilities and neither Buyer nor is not assuming any other Liability of Seller or any Affiliate of Seller (or any predecessor owner of all or part of its Affiliates shall assume any other liability business and assets) or obligation of the Seller, the LIN Companies or any of their respective Affiliates Business of whatever nature, nature whether presently in existence or arising or asserted hereafter. All , including but not limited to, any debt owed to any party and all such other liabilities and obligations Liabilities shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies Seller or their respective its Affiliates (all such liabilities and obligations Liabilities not being assumed being herein are referred to as the “Excluded Liabilities”), and, notwithstanding anything to . Without limiting the contrary in Section 2.03, none generality of the foregoing, the following Liabilities of Seller shall be Assumed Excluded Liabilities for the purposes purpose of this Agreement, all Liabilities: (a) relating to or arising under or in connection with any liability Plan, any “employee benefit plan” (as each is defined herein), or obligation any other benefit plan, program or arrangement of any kind at any time maintained, sponsored or contributed or required to be contributed to by Seller or any Person that is or has ever been under common control, or that is or has ever been treated as a single employer, with Seller under the Code (“ERISA Affiliate”) or with respect to which Seller or any Assumed ContractERISA Affiliate has any Liability, Permitincluding but not limited to, Governmental Orderany accrued obligations owed or owing to any Person, or Real Property Lease required by including but not limited to, the terms thereof to be discharged prior to the Effective Time or as set forth employee benefits listed on Schedule 2.04(a2.5(a); (b) any liability pertaining to the pre-Effective Date employment or obligation for which the LIN Companiesservice with, the or termination from employment or service from, Seller or any ERISA Affiliate, of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit receivedany individual; (c) relating to any claims (whether asserted before or after the liability related Effective Date) for any breach of a representation, warranty or covenant, or for any claim for indemnification, contained in any Assumed Contract agreed to be performed pursuant to this Agreement by Buyer, to the Indebtedness extent that such breach or claim arises out of or by virtue of Seller’s performance or nonperformance thereunder prior to the Effective Date, it being understood that, as between the Parties hereto, this subsection shall apply notwithstanding any provision which may be contained in any form of consent to the assignment of any such Assumed Contract to which Seller is party, which by its terms, imposes such Liabilities upon Buyer and which assignment is accepted by Buyer and Seller notwithstanding the presence of such a provision; (d) arising under product warranty of Seller with respect to any products, merchandise or services of the Seller, Business sold or rendered prior to the LIN Companies, Effective Date; it being understood and agreed that any such claim or Liability asserted on or after the Effective Date arising out of any such sale or service prior to the Effective Date shall be considered to be a claim against or a Liability of their respective Affiliates, Seller and therefore not assumed hereunder by Buyer; (e) of Seller for injury to or death of persons or damage to or destruction of property (including, without limitation, as set forth any worker’s compensation claim) with respect to acts or omissions by Seller that occur on Schedule 2.04(cor prior to the Effective Date regardless of when said claim or Liability is asserted; (f) of Seller arising out of infringement for misappropriation of or other conflict with the Intellectual Property of any Person to the extent the same arise out of acts or omissions occurring on or prior to the Effective Date; (g) arising under any violation by Seller of any Laws, including any Environmental Law occurring on or prior to the Effective Date; (h) in respect of any Claim of Seller or related to the Business or any Purchased Asset arising on or prior to the Effective Date (whether asserted or commenced before or after the Effective Date); (di) any liability or obligation relating to or arising out of any of the Excluded Assets; (ej) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability Indebtedness of Seller or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or dividends payable by Seller whether incurred or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on accrued before or after the applicable Employment Commencement Effective Date; (hk) the liabilities and obligations arising or with respect relating to the operation capital stock of Seller or the Stationspartnership interests, including the owning membership interests or holding of the Station Assets, prior any shareholder or partnership operating agreements to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder)which Seller is party; (il) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability obligations of the Seller under this Agreement or any document executed Transaction Document; (m) relating to claims or items set forth on Schedule 3.5; (n) relating to any transactions between Seller and any of its Insiders whether occurring before or after the Effective Date; (o) any Taxes that are not included in the definition of Assumed Liabilities and that relate to the Purchased Assets or the Business and that arose before the Effective Date (excluding any Transfer Taxes and excluding Property Taxes to the extent specified in Assumed Liabilities); (p) relating to Liens on the Purchased Assets arising before the Effective Date, to the extent not an obligation arising on or after the Effective Date under the Assumed Contracts or Lease or that constitute Assumed Liabilities; (q) any amounts payable for fees or expenses incurred by Seller in respect to this Agreement, the agreements contemplated hereby and/or the Contemplated Transactions or otherwise in connection therewithwith Seller’s sale of the Business, including including, all amounts payable to Holme ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, to St. ▇▇▇▇▇▇▇ Capital or any of their respective Affiliates and all amounts payable in connection with any employee transaction bonuses; (r) any amounts payable to any Affiliate of Seller; and (s) without limitation by the Ancillary Agreementsspecific enumeration of the foregoing, any other obligation or Liability not expressly included in the definition of Assumed Liabilities.