Common use of Seller's Documents Clause in Contracts

Seller's Documents. At the Closing, Sellers shall deliver or cause to be delivered to Buyer the following: (a) Resignation of all directors and officers of the Company effective on the Closing Date; (b) A certificate of the Company, dated the Closing Date, in the form described in Section 8.01(c); (c) Governmental certificates showing that the Company: (i) is duly incorporated and in good standing in the state of its incorporation; and (ii) has filed all returns, paid all taxes due thereon and is currently subject to no assessment and is in good standing as a foreign corporation in each state where such qualification is necessary, each certified as of a date not more than thirty (30) days before the Closing Date; (d) Such certificates, stock powers (executed in blank with signatures guaranteed), assignments, documents of title and other instruments of conveyance, assignment and transfer (including without limitation any necessary consents to conveyance, assignment or transfer), and lien releases, if any, all in form satisfactory to Buyer and Buyer's counsel, as shall be effective to vest in Buyer title in and to the Company Stock, free, clear and unencumbered in accordance with the terms of this Agreement. (e) The Indemnification Escrow Agreement; (f) The Consulting and Non-Competition Agreement signed by Jame▇ ▇. ▇▇▇▇ ▇▇▇erred to in Section 14.14; (g) A written opinion of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇▇unsel for the Sellers in the form of Exhibit C, dated as of the Closing Date; (h) A written opinion of the Company's FCC counsel in form and substance reasonably satisfactory to Buyer covering the matters set forth on Exhibit D, dated as of the Closing Date; (i) Updating title insurance endorsements on all title insurance policies on the Real Property held by the Company in form and substance reasonably satisfactory to Buyer; and (j) Such additional information, materials, agreements, documents and instruments as Buyer, its counsel, or its senior lender may reasonably request in order to consummate the Closing.

Seller's Documents. At or before the Closing, Sellers Seller shall deliver or cause to be delivered to Buyer the Title Company the following: (a) Resignation of duly executed and acknowledged grant deeds conveying to the MRG all directors Real Property described as the OSH Center, the Retail Center, the San Francisco Office Building and officers of the Company effective on Eccles Center, including all Appurtenances and the Closing DateImprovements and all rights, privileges and easements appurtenant thereto; (b) A certificate a duly executed ▇▇▇▇ of sale covering the Company, dated the Closing DatePersonal Property, in the form described in Section 8.01(c)attached hereto as Exhibit "H"; (c) Governmental certificates showing a Certificate from the California Secretary of State (or a commercial reporting service satisfactory to MRG) that indicates that as of the Company: (i) is duly incorporated and in good standing Closing Date there are no filings against Seller in the state office of its incorporation; and the Secretary of State under the California Commercial Code that would be a lien on any of the items specified in the ▇▇▇▇ of Sale referred to above (ii) has filed all returnsother than such filings, paid all taxes due thereon and is currently subject to no assessment and is if any, as are disclosed in good standing as a foreign corporation Section 2.02 in each state where such qualification is necessary, each certified as of a date not more than thirty (30) days before connection with the Closing DateAssumed Obligations); (d) Such certificatesoriginals of all leases (and amendments, stock powers (executed in blank with signatures guaranteed), assignments, documents of title modifications and other instruments of conveyance, assignment and transfer (including without limitation any necessary consents to conveyance, assignment or transfer), and lien releasesletter agreements relating thereto, if any) or if originals are not available, true and accurate photocopies thereof, covering any portion of the Properties, any non-cash security deposits relating thereto, all tenant files and a duly executed Assignment of Leases in the form satisfactory to Buyer and Buyerattached hereto as Exhibit "I" (these may, at Seller's counseloption, as shall be effective to vest in Buyer title in and to the Company Stock, free, clear and unencumbered in accordance with the terms delivered outside of this Agreement.escrow); (e) The Indemnification Escrow Agreementoriginals or copies of all service contracts, maintenance contracts and management affecting the Property (collectively, the "Service Contracts") to be continued by MRG after the Closing, and any warranties or guaranties received by Seller from any contractors, subcontractors, suppliers or materialmen in connection with construction of the Improvements (these may, at Seller's option, be delivered outside of escrow); (f) The Consulting a duly executed Assignment of Service Contracts, Warranties and Non-Competition Agreement signed by Jame▇ ▇. ▇▇▇▇ ▇▇▇erred to Guaranties and Other Intangible Property, in Section 14.14the form attached hereto as Exhibit "J"; (g) A written opinion to the extent available to Seller originals or copies of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇▇unsel building permits and certificates of occupancy for the Sellers in buildings and all tenant-occupied space included within the form Improvements (these may, at Seller's option, be delivered outside of Exhibit C, dated as of the Closing Dateescrow); (h) A written opinion to the extent available to Seller one complete set of plans and specifications for the CompanyImprovements (these may, at Seller's FCC counsel in form and substance reasonably satisfactory to Buyer covering the matters set forth on Exhibit Doption, dated as be delivered outside of the Closing Dateescrow); (i) Updating title insurance endorsements on all title insurance policies on notices to the Real Property held tenants at the Properties in the form attached as Exhibit "K," executed by Seller (these may, at Seller's option, be delivered outside of escrow); (j) an affidavit of Seller that Seller is not a "foreign person" within the Company meaning of Section 1445 of the Code duly executed by Seller in the form attached hereto as Exhibit "M"; (k) closing statement in form and substance reasonably content satisfactory to BuyerMRG and Seller; (l) a duly executed Assignment of Leases in the form attached hereto as Exhibit "I"; (m) a duly executed ▇▇▇▇ of Sale in the form attached hereto as Exhibit "N"; and (jn) Such additional informationany other documents, materials, agreements, documents and instruments as Buyer, its counsel, or its senior lender agreements called for hereunder which have not previously been delivered. MRG may reasonably request waive compliance on Seller's part under any of the foregoing items by an instrument in order to consummate the Closingwriting.

Seller's Documents. At the Closing, Sellers shall deliver or cause to be delivered to Buyer the followingBuyer: (ai) Resignation good standing certificates issued by the Secretary of all directors and officers State of the Company effective on the Closing Dateeach Seller’s jurisdiction of formation; (bii) A certificate certified copies of resolutions authorizing the execution, delivery and performance of this Agreement, including without limitation the consummation of the Company, dated transactions contemplated hereby; (iii) certified copies of the Closing Date, in organizational documents of each Seller and an incumbency certificate with respect to each Person executing this Agreement or any Ancillary Agreement on behalf of any Seller; (iv) the form certificate described in Section 8.01(c7.1(c); (cv) Governmental certificates showing that an assignment of FCC authorizations assigning the Company: (i) is duly incorporated and in good standing in the state of its incorporation; and (ii) has filed all returns, paid all taxes due thereon and is currently subject FCC Licenses from Sellers to no assessment and is in good standing as a foreign corporation in each state where such qualification is necessary, each certified as of a date not more than thirty (30) days before the Closing DateBuyer; (dvi) Such certificatesan assignment and assumption of contracts assigning the Station Contracts (other than the Excluded Station Contracts) from Sellers to Buyer (the “Assignment and Assumption Agreement”); (vii) an assignment and assumption of leases assigning the Real Property Leases (if any) from Sellers to Buyer (the “Assignment and Assumption of Leases”); (viii) general warranty deeds conveying the Owned Real Property (if any) from Sellers to Buyer; (ix) an assignment of marks assigning the registered Marks listed on Schedule 2.11(a) (if any) from Sellers to Buyer; (x) domain name transfers assigning the Stations’ domain names (if any) from Sellers to Buyer; (xi) endorsed vehicle titles conveying the vehicles included in the Tangible Personal Property (if any) from Sellers to Buyer; (xii) a ▇▇▇▇ of sale conveying the other Station Assets from Sellers to Buyer; (xiii) a mutually acceptable Transition Services Agreement, stock powers with a term of at least one year, pursuant to which the Sellers shall provide (executed A) comprehensive general trafficking services for the Stations that are affiliates of FOX, (B) trafficking services with respect to “The Tube” for all Stations other than KGBT and (C) trafficking services with respect to NBC WeatherPlus for the Stations that are affiliates of NBC, in blank each case on terms at least as favorable as the terms generally in effect as of the date hereof with signatures guaranteedrespect to the delivery of such services by Sellers or their Affiliates (the “Transition Services Agreement”); (xiv) an affidavit of non-foreign status of Sellers that complies with Section 1445 of the Code; (xv) an opinion of counsel, assignmentssubstantially in form attached hereto as Exhibit A, documents with respect to certain regulatory matters, provided that Buyer will reimburse Sellers for the reasonable cost of title and such opinion; (xvi) the deliveries required by Sellers pursuant to Section 4.7(b) hereof; and (xvii) any other instruments of conveyance, assignment and transfer (including without limitation any that may be reasonably necessary consents to conveyanceconvey, assignment or transfer), transfer and lien releases, if any, all in form satisfactory to Buyer and Buyer's counsel, as shall be effective to vest in Buyer title in and to assign the Company Stock, free, clear and unencumbered in accordance with the terms of this Agreement. (e) The Indemnification Escrow Agreement; (f) The Consulting and Non-Competition Agreement signed by Jame▇ ▇. ▇▇▇▇ ▇▇▇erred to in Section 14.14; (g) A written opinion of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇▇unsel for the Station Assets from Sellers in the form of Exhibit C, dated as of the Closing Date; (h) A written opinion of the Company's FCC counsel in form and substance reasonably satisfactory to Buyer covering the matters set forth on Exhibit D, dated as of the Closing Date; (i) Updating title insurance endorsements on all title insurance policies on the Real Property held by the Company in form and substance reasonably satisfactory to Buyer; and (j) Such additional information, materialsfree and clear of Liens, agreements, documents and instruments as Buyer, its counsel, or its senior lender may reasonably request in order to consummate the Closingexcept for Permitted Liens.

Seller's Documents. At least two (2) business days prior to the Closing, Sellers Seller shall deliver or cause to be delivered Title Company as escrow, the following: Buyer and Seller acknowledge receipt of a copy of this page. Buyer's Initials (PP)(_______) Seller's Initials (DM)(_______) (i) a duly executed and acknowledged grant deed conveying to the Buyer the following: (a) Resignation of Real Property and all directors rights, privileges and officers of the Company effective on the Closing Dateeasements appurtenant thereto; (bii) A certificate a duly executed ▇▇▇▇ of sale covering the Company, dated the Closing DatePersonal Property, in the form described attached hereto as Exhibit `C'; (iii) a Certificate from the California Secretary of State (or a commercial reporting service satisfactory to Buyer) that indicates that as of the Certificate Date there are no filings against Seller in Section 8.01(cthe office of the Secretary of State under the California Commercial Code that would be a lien on any of the items specified in said ▇▇▇▇ of Sale above (other than such filings, if any, as are being released at the time of the Closing); (civ) Governmental certificates showing that an assignment and assumption of all rights to the Company: (i) is duly incorporated and in good standing various tenant leases effecting the Property, in the state of its incorporation; and (ii) has filed all returns, paid all taxes due thereon and is currently subject to no assessment and is in good standing form attached hereto as a foreign corporation in each state where such qualification is necessary, each certified as of a date not more than thirty (30) days before the Closing DateExhibit `H'; (dv) Such certificatesan assignment and assumption of service contracts effecting the Property, stock powers in the form attached hereto as Exhibit `I'; (executed in blank with signatures guaranteed)vi) originals of all, assignmentsplans, specifications, reports and similar documents of title significance as the same relate to the Property, if any. (vii) originals or copies of all service contracts, maintenance contracts and other instruments of conveyance, assignment and transfer (including without limitation any necessary consents to conveyance, assignment or transfer), and lien releasesmanagement contracts, if any, affecting the Property (hereinafter, collectively, "Service Contracts") to be continued by Buyer, as determined by Buyer in its sole discretion, after the Closing, and any warranties or guaranties received by Seller from any contractors, subcontractors, suppliers, materialmen, consultants, architects, engineers and others who have performed work on the Property; (viii) to the extent available to Seller originals of all architectural plans, designs, permits, studies, reports, or similar documents of significance relating to the Property; (ix) an affidavit of Seller that Seller is not a "foreign person" within the meaning of 26 U.S.C. Section 1445 duly executed by Seller in the form attached hereto as Exhibit `E'; Buyer and Seller acknowledge receipt of a copy of this page. Buyer's Initials (PP)(_______) Seller's Initials (DM)(_______) (x) closing statement in form and content satisfactory to Buyer and Buyer's counsel, as shall be effective to vest in Buyer title in and to the Company Stock, free, clear and unencumbered in accordance with the terms of this Agreement. (e) The Indemnification Escrow AgreementSeller; (fxi) The Consulting and Non-Competition Agreement signed by Jame▇ ▇. a certified copy of the corporate resolution authorizing the sale; (xii) a certified statement that the signatures on all transfer documents, Deed, ▇▇▇▇ ▇▇▇erred to in Section 14.14; (g) A written opinion of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Sale, Assignment & ▇osa▇▇, ▇▇unsel for the Sellers in the form of Exhibit C, dated as of the Closing Date; (h) A written opinion of the Company's FCC counsel in form Assumption agreements and substance reasonably satisfactory to Buyer covering the matters set forth on Exhibit D, dated as of the Closing Date; (i) Updating title insurance endorsements on all title insurance policies on the Real Property held by the Company in form and substance reasonably satisfactory to Buyerrelated documents are duly authorized signatures; and (jxiii) Such additional informationany other documents, materials, agreements, documents and instruments as Buyer, its counsel, or its senior lender agreements called for hereunder which have not previously been delivered. Buyer may reasonably request waive compliance on Seller's part under any of the foregoing items by an instrument in order to consummate the Closingwriting.

Seller's Documents. At Seller, pursuant to the Closingprovisions of this Agreement, Sellers shall deliver or cause to be delivered to Buyer the following: (a) Resignation of all directors and officers of Closing Agent pursuant to the Company effective Closing Agreement on or before the Escrow Closing, for release to Purchaser on the Closing Date;, the following instruments, documents and items: (b) A certificate of the Company, dated the Closing Date, in the form described in Section 8.01(c); (c) Governmental certificates showing that the Company: (i) is Five (5) duly incorporated and in good standing in the state executed counterparts of its incorporation; and (ii) has filed all returns, paid all taxes due thereon and is currently subject to no assessment and is in good standing as a foreign corporation in each state where such qualification is necessary, each certified as of a date not more than thirty (30) days before the Closing Date; (d) Such certificates, stock powers (executed in blank with signatures guaranteed), assignments, documents of title and other instruments of conveyance, assignment and transfer (including without limitation any necessary consents to conveyance, assignment or transfer), and lien releases, if any, all in form satisfactory to Buyer and Buyer's counsel, as shall be effective to vest in Buyer title in and to the Company Stock, free, clear and unencumbered in accordance with the terms of this Agreement. (eii) The Indemnification Escrow Agreement; Four (f4) The Consulting duly executed counterparts of the Assignment and Non-Competition Agreement signed by Jame▇ ▇. ▇▇▇▇ ▇▇▇erred to in Section 14.14; (g) A written opinion Assumption of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇▇unsel for the Sellers Lease in the form of Exhibit C, dated as B attached hereto and made a part hereof (the “Assignment of Lease”). (iii) Four (4) duly executed counterparts of the Closing Date;Assignment and Assumption of Subleases in the form of Exhibit H attached hereto and made a part hereof (the “Assignment of Subleases”). (hiv) Four (4) duly executed counterparts of the Leaseback Lease. (v) Four (4) duly executed counterparts of the Memorandum of Lease. (vi) A written opinion duly executed certification as to Seller’s non-foreign status. (vii) The consent of those members of Seller whose consent shall be required authorizing the assignment of the Company's FCC counsel Existing Lease to Purchaser in form and substance reasonably satisfactory to Buyer covering the matters set forth on Exhibit DPurchaser. (viii) If applicable, dated as six (6) duly executed counterparts of the Closing Date;SNDA. (iix) Updating A reasonable and customary seller’s affidavit to the Purchaser’s title insurance endorsements on all company (which affidavit will include a certification by Seller that it has no knowledge of the existence of any Unrecorded Items (as hereinafter defined), unless and to the extent that such items otherwise constitute Permitted Encumbrances under item 12 of said Schedule 2). Purchaser agrees that if Seller delivers a title affidavit in accordance with this clause “(ix)” and, notwithstanding, the Purchaser’s title insurance policies on company elects to except from its title insurance coverage any Unrecorded Items, the Real Property held same shall not constitute a breach by Seller hereunder or permit Purchaser to assert that such exceptions to title coverage comprise Title Objections. As referenced herein, the Company in form term “Unrecorded Items” shall mean: (1) unrecorded easements or lesser rights for sewer lines, sewer clean outs, sewer manhole and substance reasonably satisfactory to Buyer; and incidental purposes, (j2) Such additional informationunrecorded easements or lesser rights for gas lines, materialsgas meters and incidental purposes, agreements(3) unrecorded easements or lesser rights for drainage, documents storm drains, slotted drain, back flow assembly and instruments as Buyerincidental purposes, its counseland (4) unrecorded easements or lesser rights for water lines, or its senior lender may reasonably request in order to consummate the Closingwater valves and incidental purposes.

Seller's Documents. At least one (1) business days prior to the Closing, Sellers shall Seller shall, at its sole cost and expense, deliver to Title Company as escrow, the following documents and instruments, each effective as of the Closing Date and executed by Seller, in addition to the other terms and payments required by this Agreement to be delivered by Seller: (i) the duly executed and acknowledged Deed; (ii) a duly executed ▇▇▇▇ of Sale covering the Personal Property, in the form attached hereto as Exhibit “C”; (iii) a Certificate from the Texas Secretary of State (or cause a commercial reporting service satisfactory to Buyer) dated no earlier than one (1) business day prior to the Closing Date, indicating that as of the Certificate Date there are no filings against Seller in the office of the Secretary of State under Texas Commercial Code (or similar statute) that would be a lien on any of the items specified in said ▇▇▇▇ of Sale above (other than such filings, if any, as are being released at the time of the Closing); (iv) two (2) originals of an affidavit of Seller that Seller is not a “foreign person” within the meaning of 26 U.S.C. § 1445 duly executed by Seller in the form attached hereto as Exhibit “H”; (v) the “Closing Statement” (as hereinafter defined); (vi) a duly executed General Assignment in the form attached hereto as Exhibit ”D”; (vii) a duly executed Assignment and Assumption of Leases in the form attached hereto as Exhibit “E” (which will be modified, if necessary, to include an assignment of rights and assumption of obligations under any Service Contracts which are included in the List of Surviving Service Contracts); (viii) such proof of Seller’s authority and authorization to enter into this Agreement and the transaction contemplated hereby, and such proof of the power and authority of the individual(s) executing or delivering any instruments, documents or certificates on behalf of Seller to act for and bind Seller as may be reasonably required by Title Company or Buyer; (ix) such other documents and instruments, signed and properly acknowledged by Seller, if appropriate, as may be reasonably required by Buyer, Escrow Agent or otherwise in order to effectuate the provisions of this Agreement and the Closing of the transactions contemplated herein, including, without limitation, reasonable or customary title affidavits. (x) the original Tenant Leases including any amendments, modifications, letter agreements, and correspondence relating thereto (to be delivered to Buyer at the following: (a) Resignation Property at the Close of all directors and officers of the Company effective on the Closing Date; (b) A certificate of the Company, dated the Closing Date, in the form described in Section 8.01(cEscrow); (cxi) Governmental certificates showing that the Company: (i) is duly incorporated and in good standing in the state of its incorporation; and (ii) has filed all returns, paid all taxes due thereon and is currently subject to no assessment and is in good standing as a foreign corporation in each state where such qualification is necessary, each certified as of a date not more than thirty (30) days before the Closing DateSecurity Deposits; (dxii) Such certificates, stock powers (executed in blank with signatures guaranteed), assignments, documents of title and other instruments of conveyance, assignment and transfer (including without limitation any necessary consents to conveyance, assignment or transfer), and lien releases, if any, all in form satisfactory to Buyer and Buyer's counsel, as shall be effective to vest in Buyer title in and to the Company Stock, free, clear and unencumbered in accordance with the terms of this Agreement. (e) The Indemnification Escrow Agreement; (f) The Consulting and Non-Competition Agreement signed by Jame▇ ▇. ▇▇▇▇ ▇▇▇erred to in Section 14.14; (g) A written opinion of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇▇unsel for the Sellers in the form of Exhibit Can updated Rent Roll, dated as of the Closing Date; (hxiii) A written opinion two (2) duplicate original copies of a notice to the tenants under the Leases of the Company's FCC counsel transfer of title and assumption by Buyer of the landlord’s obligations under the Leases in the form attached hereto as Exhibit “I” (hereinafter the “Notice to Tenants”); (xiv) two (2) duplicate original copies of the Closing Statement described in Section 9(i) duly executed by Seller; (xv) possession of the Property and substance all keys to the Improvements which Seller or Seller’s agents have in their possession, which keys shall include at least one (1) key for every apartment unit, and which keys shall be properly tagged for identification (to be delivered to Buyer at the Property upon Close of Escrow); (xvi) evidence of the existence, organization and authority of Seller and of the authority of persons executing documents on behalf of Seller reasonably satisfactory to Buyer covering the matters set forth on Exhibit D, dated as of the Closing Date; (i) Updating title insurance endorsements on all title insurance policies on the Real Property held by the Company in form and substance reasonably satisfactory to BuyerTitle Company; and (jxvii) Such additional informationany other documents, materialsinstruments, agreements, documents funds and instruments as Buyer, its counsel, or its senior lender records required to be delivered to Buyer under the terms of this Agreement which have not been previously delivered. Buyer may reasonably request waive compliance on Seller’s part under any of the foregoing items only by an instrument in order to consummate the Closingwriting.

Seller's Documents. At On the ClosingInitial Closing Date, Sellers Seller shall deliver or cause to be delivered to Buyer the followingPurchaser: (ai) Resignation A copy of all the resolutions of each of the boards of directors of Parent and Seller authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, certified by an appropriate officer of Seller and Parent, as applicable; (ii) Certificates of incumbency of the officers of Seller and Parent, respectively, dated as of the Company effective on the Initial Closing Date; (biii) A certificate One or more certificates signed by an authorized officer of Seller, dated as of the Company, dated the Initial Closing Date, to the effect that (1) each of Seller's representations and warranties made in Article IV hereof are true and correct in all material aspects as of the form described Initial Closing Date and that all of the terms, covenants and conditions of this Agreement required to be complied with and performed by Seller at or prior to the Initial Closing Date have been duly complied with and performed in Section 8.01(c); (c) Governmental certificates showing that the Company: (i) is duly incorporated and in good standing in the state of its incorporation; all material respects, and (ii2) has filed all returnsthe resolutions of each of the boards of directors of Parent and Seller delivered to Purchaser pursuant to this Section 3.2(a) have not been amended, paid all taxes due thereon modified, annulled or revoked and is currently subject to no assessment are in full force and is in good standing as a foreign corporation in each state where such qualification is necessary, each certified effect as of a date not more than thirty (30) days before the Initial Closing Date; (div) Such certificatesA certificate issued by the Secretary of State of the State of Arizona stating that Seller is in good standing, stock powers which certificate is dated no earlier than ten (executed 10) Business Days prior to the Initial Closing Date; (v) All Schedules and Exhibits required to be delivered by Seller on the Initial Closing Date; (vi) A bill of sale transferring to Purchaser the Tangible Assets and ▇▇▇ Intangible Assets, free and clear of all liens and encumbrances, as of the Initial Closing Date, which document shall be in blank with signatures guaranteedthe form of attached Exhibit D-1; (vii) A bill or bills of sale transferring to Purchaser the Leases, E▇▇▇▇ment Leases and Contract Rights, free and clear of all liens and encumbrances (other than the Assumed Obligations), assignments, documents as of title the Initial Closing Date or such other date or dates on which such items are transferred and other instruments of conveyance, assignment and transfer (including without limitation any necessary consents assigned by Seller to conveyance, assignment or transfer), and lien releases, if any, all in form satisfactory to Buyer and Buyer's counsel, as shall be effective to vest in Buyer title in and to the Company Stock, free, clear and unencumbered Purchaser in accordance with the terms hereof, which document shall be in the form of attached Exhibit D-2. The bills of sale described in this Agreement.paragraph (vii) shall, notwithstanding anything in this Section 3.2 to the contrary, be delivered by Seller to Purchaser on each date or dates on which such items are transferred and assigned by Seller to Purchaser; (eviii) The Indemnification Escrow originals or true and correct copies of the agreements and leases and all amendments thereto giving rise to the Contract Rights, the Equipment Leases and the Leases. In the event that Seller cannot transfer and assign to Purchaser all Contract Rights, Equipment Leases and Leases on the Initial Closing Date, Seller shall deliver the documents required by this clause (viii) immediately following its receipt of any required Consents therefor; (ix) An executed copy of the Transition Services Agreement; (fx) The Consulting and Non-Competition Agreement signed by Jame▇ ▇. ▇▇▇▇ ▇▇▇erred to in Section 14.14; (g) A written opinion of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇▇unsel preliminary plan for the Sellers Seller's headquarters office in Phoenix, Arizona so that the form Acquired Division and the Production Assets to be acquired by Purchaser are separated physically from the remainder of Exhibit C, dated as of the Closing Date; (h) A written opinion of the Company's FCC counsel in form Seller and substance reasonably satisfactory to Buyer covering the matters set forth on Exhibit D, dated as of the Closing Date; (i) Updating title insurance endorsements on all title insurance policies on the Real Property held by the Company in form and substance reasonably satisfactory to Buyer; and (j) Such additional information, materials, agreements, documents and instruments as Buyer, its counsel, or its senior lender may reasonably request in order to consummate the Closingoperations.

Seller's Documents. At or prior to the Closing, Sellers Seller shall deliver or cause ------------------ execute, acknowledge and/or deliver, as applicable, the following items to be delivered to Buyer Purchaser (collectively, the following:"Seller's Documents"): ------------------ (ai) Resignation of all directors and officers of a special or limited warranty deed (the Company effective on the Closing Date; (b"Deed") A certificate of the Company, dated the Closing Date, in the form described ---- of Exhibit C attached hereto and made a part hereof in Section 8.01(c); (c) Governmental certificates showing that the Company: (i) is duly incorporated and in good standing in the state of its incorporation; and (ii) has filed all returns, paid all taxes due thereon and is currently subject to no assessment and is in good standing as a foreign corporation in each state where such qualification is necessary, each certified as of a date not more than thirty (30) days before the Closing Date; (d) Such certificates, stock powers (executed in blank with signatures guaranteed), assignments, documents of title and other instruments of conveyance, assignment and transfer (including without limitation any necessary consents to conveyance, assignment or transfer), and lien releases, if any, all in recordable form satisfactory to Buyer and Buyer's counsel, as --------- which shall be effective to vest in Buyer Purchaser insurable and marketable fee simple title in and to the Company StockPremises, free, clear and unencumbered in accordance with subject only to the terms of this Agreement. "Permitted Encumbrances" (e) The Indemnification Escrow Agreementas hereinafter defined); (fii) The Consulting the Assignment and Non-Competition Agreement signed by Jame▇ ▇. ▇▇▇▇ ▇▇▇erred to in Section 14.14; (g) A written opinion Assumption of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇▇unsel for the Sellers Lease and Security Deposit in the form of Exhibit CD attached hereto and made a part hereof (the --------- "Lease Assignment"), dated assigning all of Seller's right, title and ---------------- interest in and to the Lease and the security deposits thereunder; (iii) Assignment and Assumption of Contracts and Licenses in the form of Exhibit E attached hereto and made a part hereof (the --------- "Contracts Assignment"), assigning to the extent assignable or -------------------- transferable, all of Seller's right, title and interest, if any, in and to (x) all of the licenses, permits, certificates, approvals, authorizations and variances issued for or with respect to the Premises by any governmental or quasi-governmental authority (collectively, the "Licenses"), and (y) all purchase orders, equipment leases, advertising agreements, franchise agreements, license agreements and service contracts relating to the operation of the Premises and set forth on Exhibit F attached hereto and made a part hereof which Purchaser shall request prior to the end of the Inspection Period that Seller assign to Purchaser at Closing (collectively the "Contracts"); --------- (iv) a ▇▇▇▇ of Sale in the form of Exhibit G attached hereto and --------- made a part hereof ("▇▇▇▇ of Sale") conveying, transferring and ------------ selling to Purchaser all right, title and interest of Seller in and to the Personal Property; (v) notice to the Tenant in the form of Exhibit H attached --------- hereto and made a part hereof advising the Tenant of the sale of the Premises to Purchaser and directing that rents and other payments thereafter be sent to Purchaser or as Purchaser may direct; (vi) executed counterpart of the Lease and any amendments, guarantees and other documents relating thereto, together with a certificate of Seller certifying that the delivered Lease is a true, correct and complete copy of the Lease; (vii) a rent roll (the "Rent Roll") regarding the tenancy of the --------- Tenant, certified by Seller to be true, correct and complete in all material respects as of the Closing Date; (hviii) A written opinion to the extent not already located at the Premises, keys to all entrance doors to, and equipment and utility rooms located in, the Premises; (ix) executed counterparts of all Contracts and all warranties in connection therewith which are in effect on the Closing Date and which are being assigned by Seller to Purchaser under the terms of the CompanyAssignment; (x) to the extent in Seller's FCC counsel possession and not already located at the Premises, originals and/or copies of all Licenses; (xi) a "FIRPTA" affidavit attesting to facts pertaining to Seller's name, address, tax identification number and non-foreign status as required by Section 1445 of the Internal Revenue Code and regulations; (xii) an affidavit in the form of Exhibit I attached hereto and --------- made a part hereof (the "Affidavit") stating that there have been no --------- improvements to the Premises for the ninety (90) day period immediately preceding the Closing Date (other than work done by or on behalf of the Purchaser) or, if there have been any such improvements (other than work done by or on behalf of the Purchaser), that all lienors in connection with said improvements have been or will be paid in full when due; that there are no persons or entities in possession of all or any portion of the Premises except Seller and the Tenant pursuant to the Lease; and that there are no unrecorded easements or agreements known to Seller affecting title to or relating to the Premises, except as otherwise set forth in the affidavit; (xiii) a certificate, in form and substance reasonably satisfactory to Buyer covering counsel for Purchaser, to the matters set forth effect that the representations and warranties of Seller in this Agreement are true and correct on Exhibit D, dated and as of the Closing Date; (ixiv) Updating title insurance endorsements on a closing statement (the "Closing Statement") reflecting ----------------- all title insurance policies on credits, prorations, apportionments and adjustments contemplated hereunder; (xv) tenant estoppel letter in the Real Property held form of Exhibit J attached --------- hereto and made a part hereof (the "Tenant Estoppel") from the Tenant --------------- in accordance with the terms of Section 7(e) herein; (xvi) any documents reasonably required to be obtained by Chicago Title Insurance Company (the Company "Title Company"), in its capacity ------------- as the issuer of the "Title Commitment" (as hereinafter defined), in connection with the Closing, including, without limitation, Schedule B, Section I requirements of the Title Commitment, that are within the purview of Seller's responsibilities hereunder, or otherwise to comply with any state or federal law; (xvii) evidence in form and substance reasonably satisfactory to BuyerPurchaser that Seller has the power and authority to execute and enter into this Agreement and to consummate the purchase and sale of the Premises, and that any and all actions required to authorize and approve the execution of and entry into this Agreement by Seller, the performance by Seller of all of Seller's duties and obligations under this Agreement, and the execution and delivery by Seller of all documents and other items to be executed and delivered to Purchaser at Closing have been accomplished; and (jxviii) Such additional information, materials, agreements, all other documents and instruments as Buyer, its counsel, Seller is required to deliver pursuant to the provisions of this Agreement or its senior lender may reasonably request in order to consummate the Closingtransactions contemplated hereunder.

Seller's Documents. At Seller, pursuant to the Closingprovisions of this Agreement, Sellers shall deliver or cause to be delivered to Buyer Purchaser on the followingClosing Date the following instruments, documents and items: (a) Resignation of all directors and officers of the Company effective on the Closing Date; (bi) A certificate of duly executed and acknowledged bargain and sale deed without covenants (or its equivalent for the Company, dated State in which the Closing Date, in Property shall be located) (the form described in Section 8.01(c"Deed");. (c) Governmental certificates showing that the Company: (i) is duly incorporated and in good standing in the state of its incorporation; and (ii) has filed all returns, paid all taxes due thereon and is currently subject A duly executed certification as to no assessment and is Seller's non-foreign status as prescribed in good standing as a foreign corporation in each state where such qualification is necessary, each certified as of a date not more than thirty (30) days before the Closing Date; (d) Such certificates, stock powers (executed in blank with signatures guaranteed), assignments, documents of title and other instruments of conveyance, assignment and transfer (including without limitation any necessary consents to conveyance, assignment or transfer), and lien releasesSection 18 hereof, if any, all in form satisfactory to Buyer and Buyer's counsel, as shall be effective to vest in Buyer title in and to the Company Stock, free, clear and unencumbered in accordance with the terms of this Agreementapplicable. (eiii) Any consents of members, partners, shareholders or directors of Seller whose consent shall be required to authorize the sale of the Property to Purchaser, in form reasonably satisfactory to Purchaser and the Title Company. (iv) The Indemnification Escrow Agreement;Shareholder Ratification and the Board Consent. (fv) The Consulting Duly executed counterparts of an Assignment and Non-Competition Agreement signed by Jame▇ ▇. ▇▇▇▇ ▇▇▇erred to in Section 14.14; (g) A written opinion Assumption of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇▇unsel Leases for the Sellers Property in the form of Exhibit CA annexed hereto and made a part hereof. (vi) Intentionally deleted. (vii) Duly executed counterparts of a Blanket Bill ▇▇ Sale and Assignment in the form of Exhibit D annexed hereto and made a part hereof. (viii) The Leases, dated as of Contracts and Licenses affecting the Closing DatePremises that are in Seller's possession (other than those that are held by Radiant or any managing agent for the Premises and those Licenses that must remain at the Premises). (ix) The Estoppel Certificates required pursuant to Section 17 hereof. (x) Intentionally deleted; (hxi) A written opinion letter to the tenants of the Company's FCC counsel Premises in the form annexed hereto as Exhibit B. (xii) Duly executed counterparts of all transfer tax and substance reasonably satisfactory sales tax returns required to Buyer covering be signed by Seller. (xiii) If the matters set forth on Exhibit DClosing shall not be a "New York style" closing, dated as Seller shall deliver an indemnification to the Title Company pursuant to which Seller shall indemnify the Title Company against any liens that may arise from and after the Closing Date until the recordation of the Closing Date; (i) Updating title insurance endorsements Deed but only if, and to the extent that, such liens shall arise on all title insurance policies on account of matters which Seller pursuant to Section 6 hereof shall be required to pay for. Such other documents, instruments and deliveries as are otherwise required by this Agreement or required to record the Real Property held Deed or reasonably required by the Company in form and substance reasonably satisfactory to Buyer; and (j) Such additional information, materials, agreements, documents and instruments as Buyer, its counsel, or its senior lender may reasonably request Purchaser in order to consummate the transactions contemplated hereby, provided that any such additional documents, instruments and deliveries shall not result in Seller having any greater liabilities than are expressly provided herein. (xiv) With respect to any security deposits which are other than cash or that are in the form of a letter of credit (collectively, the "Non-Cash Security Deposits"), appropriate duly executed instruments of transfer or assignment of such Non-Cash Security Deposits which are required to establish Purchaser as the new beneficiary thereunder. With respect to any Non-Cash Security Deposit in the form of a letter of credit, if such letter of credit shall not, pursuant to its terms, be assignable, Seller shall cooperate with Purchaser to obtain a replacement letter of credit with respect thereto in favor of Purchaser, and, if a replacement letter of credit is not obtained and if requested by Purchaser following the Closing, Seller shall draw on such letter of credit if the tenant for whom the same was given as a security deposit shall default under its Lease and Seller shall remit the proceeds thereof to Purchaser. Purchaser agrees to indemnify, defend and hold Seller harmless from and against any and all costs, loss, damages and expenses of any kind or nature whatsoever (including reasonable attorneys' fees and costs) but excluding consequential damages arising out of or resulting from Seller's presenting any such letter of credit for payment in accordance with Purchaser's request. The foregoing provisions shall survive the Closing. (xv) A duly executed counterpart of the Assignment and Assumption of Contracts and Permits, in the form of Exhibit C annexed hereto and made a part hereof. (xvi) A duly executed counterpart of a Blanket Bill ▇▇ Sale and Assignment in the form of Exhibit D annexed hereto and made a part hereof pertaining to the Personalty, it being agreed that for purposes of this Agreement, the Personalty shall be deemed to have no value. (xvii) Seller shall furnish at Closing any and all information that may be necessary or appropriate to enable the "real estate broker" or "real estate reporting person," within the meaning of Section 6045(e) of the Internal Revenue Code and the regulations promulgated thereunder, to comply with the reporting requirement of Section 6045(e) of the Internal Revenue Code. (xviii) Seller shall obtain and deliver to Purchaser at Closing all local customary documents required in connection with a sale of the Property, including such tax and other documents as may be necessary to record the Deed. Seller and Purchaser shall jointly retain local counsel in the States in which the Property shall be located, to advise each party as to how to comply with the provisions of this Subsection 14(a)(xviii). The cost of such local counsel shall be borne equally between Purchaser, on the one hand, and Seller on the other.

Seller's Documents. At least two (2) business days prior to the Closing, Sellers Seller shall deliver or cause to be delivered to Buyer Title Company as escrow, the following: (ai) Resignation of a duly executed and acknowledged grant deed conveying to the Buyer the Real Property and all directors rights, privileges and officers of the Company effective on the Closing Dateeasements appurtenant thereto; (bii) A certificate a duly executed ▇▇▇▇ of sale covering the Company, dated the Closing DatePersonal Property, in the form described attached hereto as Exhibit "C"; (iii) a Certificate from the California Secretary of State (or a commercial reporting service satisfactory to Buyer) that indicates that as of the Certificate Date there are no filings against Seller in Section 8.01(cthe office of the Secretary of State under California Commercial Code (or similar statute) that would be a lien on any of the items specified in said ▇▇▇▇ of Sale above (other than such filings, if any, as are being released at the time of the Closing); (civ) Governmental certificates showing that an assignment and assumption of all rights to the Company: (i) is duly incorporated and in good standing various tenant leases affecting the Property, in the state of its incorporation; and (ii) has filed all returns, paid all taxes due thereon and is currently subject to no assessment and is in good standing form attached hereto as a foreign corporation in each state where such qualification is necessary, each certified as of a date not more than thirty (30) days before the Closing DateExhibit "E"; (dv) Such certificatesan assignment and assumption of service contracts affecting the Property, stock powers in the form attached hereto as Exhibit "F"; (executed in blank with signatures guaranteed)vi) originals of all, assignmentsplans, specifications, reports and similar documents of title and other instruments significance as the same relate to the Property, if any; (vii) originals or copies of conveyanceall service contracts, assignment and transfer (including without limitation any necessary consents to conveyance, assignment or transfer)maintenance contracts, and lien releasesmanagement contracts, if any, affecting the Property (hereinafter, collectively, "Service Contracts") to be continued by Buyer, as determined by Buyer in its sole discretion, after the Closing, and any warranties or guaranties received by Seller from any contractors, subcontractors, suppliers, materialmen, consultants, architects, engineers, and others who have performed work on the Property; (viii) to the extent available to Seller originals of all architectural plans, designs, permits, studies, reports, or similar documents of significance relating to the Property; (ix) an affidavit of Seller that Seller are not a "foreign person" within the meaning of 26 U.S.C. ss. 1445 duly executed by Seller in the form attached hereto as Exhibit "F"; (x) closing statement in form and content satisfactory to Buyer and Buyer's counsel, as shall be effective to vest in Buyer title in and to the Company Stock, free, clear and unencumbered in accordance with the terms of this Agreement. (e) The Indemnification Escrow AgreementSeller; (fxi) The Consulting and Non-Competition Agreement signed by Jame▇ ▇. a certified statement that the signatures on all transfer documents, Deed, ▇▇▇▇ ▇▇▇erred to in Section 14.14; (g) A written opinion of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Sale, Assignment & ▇osa▇▇Assumption agreements, ▇▇unsel for the Sellers in the form of Exhibit C, dated as of the Closing Date; (h) A written opinion of the Company's FCC counsel in form and substance reasonably satisfactory to Buyer covering the matters set forth on Exhibit D, dated as of the Closing Date; (i) Updating title insurance endorsements on all title insurance policies on the Real Property held by the Company in form and substance reasonably satisfactory to Buyerrelated documents are duly authorized signatures; and (jxii) Such additional informationany other documents, materials, agreements, documents and instruments as Buyer, its counsel, or its senior lender agreements called for hereunder which have not previously been delivered. Buyer may reasonably request waive compliance on Seller's part under any of the foregoing items by an instrument in order to consummate the Closingwriting.

Seller's Documents. At least two (2) business days prior to the Closing, Sellers shall Seller shall, at its sole cost and expense, deliver or cause to Title Company as escrow, the following documents and instruments, each effective as of the Closing Date and executed by Seller, in addition to the other terms and payments required by this Agreement to be delivered to Buyer the followingby Seller: (ai) Resignation of all directors a duly executed and officers of the Company effective on the Closing Dateacknowledged Deed; (bii) A certificate a duly executed Bill of Sale covering the Company, dated the Closing DateP▇▇▇▇nal Property, in the form described attached hereto as Exhibit "C"; (iii) a Certificate from the California Secretary of State (or a commercial reporting service satisfactory to Buyer) that indicates that as of the Certificate Date there are no filings against Seller in Section 8.01(cthe office of the Secretary of State under California Commercial Code (or similar statute) that would be a lien on any of the items specified in said Bill of Sale above (other than such filings, if any, as are being released at the time of the Closing); (civ) Governmental certificates showing that the Company: two (i2) is duly incorporated and in good standing in the state of its incorporation; and (ii) has filed all returns, paid all taxes due thereon and is currently subject to no assessment and is in good standing as a foreign corporation in each state where such qualification is necessary, each certified as originals of a date not more than thirty (30) days before the Closing Date; (d) Such certificatescertificate, stock powers (executed in blank with signatures guaranteed), assignments, documents of title and other instruments of conveyance, assignment and transfer (including without limitation any necessary consents to conveyance, assignment or transfer), and lien releases, if any, all in form satisfactory to Buyer and Buyer's counsel, as shall be effective to vest in Buyer title in and to the Company Stock, free, clear and unencumbered in accordance with the terms of this Agreement. (e) The Indemnification Escrow Agreement; (f) The Consulting and Non-Competition Agreement signed by Jame▇ ▇. ▇▇▇▇ ▇▇▇erred to in Section 14.14; (g) A written opinion of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇▇unsel for the Sellers in the form of Exhibit C, dated as of the Closing Date"E" attached hereto; (hv) A written opinion an Assignment of Service Contracts, Warranties, Guaranties and Other Intangibles in the Company's FCC counsel in form and substance reasonably satisfactory to Buyer covering the matters set forth on attached hereto as Exhibit D, dated as of the Closing Date"G"; (ivi) Updating title insurance endorsements two (2) originals of an affidavit of Seller that Seller is not a "foreign person" within the meaning of 26 U.S.C. ss. 1445 duly executed by Seller in the form attached hereto as Exhibit "F"; (vii) the "Closing Statement" (as hereinafter defined); (viii) two (2) originals of a California FTB Form 590-RE; (ix) such proof of Seller's authority and authorization to enter into this Agreement and the transaction contemplated hereby, and such proof of the power and authority of the individual(s) executing or delivering any instruments, documents or certificates on all title insurance policies on the Real Property held behalf of Seller to act for and bind Seller as may be reasonably required by the Title Company in form and substance reasonably satisfactory to or Buyer; and (jx) Such additional information, materials, agreements, such other documents and instruments instruments, signed and properly acknowledged by Seller, if appropriate, as may be reasonably required by Buyer, its counsel, Escrow Agent or its senior lender may reasonably request otherwise in order to consummate effectuate the Closingprovisions of this Agreement and the Closing of the transactions contemplated herein, including, without limitation, reasonable or customary title affidavits and indemnities. Buyer may waive compliance on Seller's part under any of the foregoing items by an instrument in writing.

Seller's Documents. At the Closing, Sellers shall deliver or cause and as a condition precedent ------------------ to Purchaser's obligations under this Agreement, Seller, in addition to delivering all other items required under this Agreement to be delivered by Seller, shall deliver to Buyer Purchaser the followingfollowing documents: (ai) Resignation documents, in form and substance reasonably acceptable to Purchaser and Seller, (A) authorizing the execution and delivery by Seller of this Agreement and of the documents required to be executed and delivered by Seller pursuant to this Agreement, and (B) evidencing the authority of the persons signing this Agreement and the documents to be executed and delivered by Seller pursuant to this Agreement; and (ii) an executed assignment, in form and substance reasonably acceptable to Purchaser and Seller, of all directors and officers of the Company effective on right, title and interest of Seller in, to and under all agreements with, and all Permits issued by, all governmental authorities having jurisdiction over the Closing DateProperties, together with the written consents by all such governmental authorities to such assignments by Seller, and together with a fully-executed original (or a copy certified as true and correct by Seller) of each of the agreements and Permits with respect to which Seller is assigning its rights; (biii) A certificate of the Company, dated the Closing Date, in the form described in Section 8.01(c)Option Policy; (civ) Governmental certificates showing that Intentionally Omitted (v) the Company: (i) is duly incorporated Private Roadway Easement, in form and in good standing in the state of its incorporation; substance reasonably acceptable to Purchaser and (ii) has filed all returns, paid all taxes due thereon and is currently subject to no assessment and is in good standing as a foreign corporation in each state where such qualification is necessary, each certified as of a date not more than thirty (30) days before the Closing DateSeller; (dvi) Such certificates, stock powers (executed the authorizations that are described in blank with signatures guaranteed), assignments, documents of title and other instruments of conveyance, assignment and transfer (including without limitation any necessary consents to conveyance, assignment or transfer), and lien releases, if any, all in form satisfactory to Buyer and Buyer's counsel, as shall be effective to vest in Buyer title in and to the Company Stock, free, clear and unencumbered in accordance with the terms paragraph 3(b)(ii) of this Agreement. (e) The Indemnification Escrow Agreement, in form and substance reasonably acceptable to Purchaser and Seller; (fvii) The Consulting the approvals that are described in paragraph 3(b)(iii) of this Agreement, in form and Non-Competition Agreement signed by Jame▇ ▇. ▇▇▇▇ ▇▇▇erred substance reasonably acceptable to in Section 14.14Purchaser and Seller; (gviii) A written opinion a copy of Wils▇▇ ▇the fully-executed ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇Amendment, ▇▇unsel for the Sellers in the form of Exhibit C, dated certified as of the Closing Datetrue and correct by Seller; (hix) A written opinion of the Company's FCC counsel Sales Center Agreement, in form and substance reasonably satisfactory acceptable to Buyer covering the matters set forth on Exhibit DPurchaser and Seller, dated as of the Closing Datein duplicate; (ix) Updating title insurance endorsements on all title insurance policies on the Real Property held by the Company Attornment Agreement, in form and substance reasonably satisfactory acceptable to BuyerPurchaser and Seller, in duplicate; and (jxi) Such additional informationsuch other documents, materialsinstruments, agreementscertifications, documents confirmations, ALTA statements, gap undertakings and instruments assignments as Buyer, its counsel, or its senior lender may be reasonably request in order required to fully effect and consummate the Closingtransactions contemplated by this Agreement.

Seller's Documents. At No later than fifteen (15) days after the ClosingEffective Date, Sellers Seller shall deliver or cause to be delivered to Buyer the followingBuyer: (a) Resignation copies of all directors and officers of unrecorded leases, easements, licenses, or other agreements affecting the Company effective on the Closing Date;Property, (b) A certificate copies of all investigations, reports and surveys pertaining to the physical condition, maintenance or the use of the CompanyProperty, dated including, but not limited to, environmental assessments, engineering studies, geotechnical reports, biological surveys, land use plans, wetlands determinations, endangered species determinations, all of which third party reports will be delivered by Seller to Buyer without representation or warranty as to the Closing Date, in the form described in Section 8.01(c)content as set out therein; (c) Governmental certificates showing that if there are oral leases affecting the Company: (i) is duly incorporated Property, a written description of the terms of the lease, including permitted uses and in good standing in rentals, and the state name and contact information of its incorporation; and (ii) has filed all returns, paid all taxes due thereon and is currently subject to no assessment and is in good standing as a foreign corporation in each state where such qualification is necessary, each certified as of a date not more than thirty (30) days before the Closing Datelessees; (d) Such certificates, stock powers (executed in blank with signatures guaranteed), assignments, documents of title real estate and other instruments of conveyance, assignment personal property tax statements and transfer (including without limitation any necessary consents to conveyance, assignment or transfer), and lien releases, if any, all in form satisfactory to Buyer and Buyer's counsel, as shall be effective to vest in Buyer title in and valuation notices relating to the Company Stock, free, clear Property for the current and unencumbered in accordance with the terms of this Agreement.prior calendar year; (e) The Indemnification Escrow Agreementany and all permits and licenses and/or correspondence to and from the City or County where the Property is located, and any other federal, state and municipal governmental agencies and regulatory authorities regarding the Property, during the time period the Seller has owned the Property; (f) The Consulting Any other documents and Non-Competition Agreement signed information of a material nature relating to the ownership or operation of the Property. In addition, all other documents relating to the operations of the Property shall be made available for review by Jame▇ ▇. ▇▇▇▇ ▇▇▇erred to in Section 14.14; (g) A written opinion of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇▇unsel for Buyer at the Sellers location where said documents are maintained by Seller in the form ordinary course of Exhibit Cits business operations, dated as and Buyer will have the authority to review such documents and make copies of same at its own cost and expense. The documents described herein are collectively called the Closing Date; (h) A written opinion “Documents,” and the information contained in the Documents is collectively called the “Information.” Up to and through Closing, Seller shall promptly advise Buyer, in writing, of any material changes in the Company's FCC counsel in form and substance reasonably satisfactory to Buyer covering the matters set forth on Exhibit DDocuments, dated as of the Closing Date; (i) Updating title insurance endorsements on all title insurance policies on the Real Property held Information or other materials provided by the Company in form Seller to the Buyer, and substance reasonably satisfactory will promptly provide Buyer with complete copies of such changes. If such copies are not available, a written summary of such changes will be promptly provided by Seller to Buyer; and (j) Such additional information, materials, agreements, documents and instruments as Buyer, its counsel, or its senior lender may reasonably request in order to consummate the Closing.

Seller's Documents. At the a Lot Closing, Sellers shall deliver or cause as a condition ------------------ precedent to Purchaser's obligations to purchase the Exercised Lot which is the subject of such Lot Closing, Seller, in addition to delivering all other items required by this Agreement to be delivered by Seller, shall deliver to Buyer Purchaser the followingfollowing documents, all of which shall be in form and substance acceptable to Purchaser: (aI) Resignation of all directors and officers of the Company effective on the Closing Date; (b) A certificate of the Companyan executed, dated the Closing Datestamped, recordable special warranty deed in the form described in Section 8.01(c); (c) Governmental certificates showing that the Company: (i) is duly incorporated attached hereto as Exhibit Q and in good standing in the state made a part hereof, --------- with release of its incorporation; dower and (ii) has filed all returns, paid all taxes due thereon and is currently subject to no assessment and is in good standing as a foreign corporation in each state where such qualification is necessary, each certified as of a date not more than thirty (30) days before the Closing Date; (d) Such certificates, stock powers (executed in blank with signatures guaranteed), assignments, documents of title and other instruments of conveyance, assignment and transfer (including without limitation any necessary consents to conveyance, assignment or transfer), and lien releaseshomestead rights, if any, all in form satisfactory if required under local practice, conveying to Buyer Purchaser good and Buyer's counsel, as shall be effective to vest in Buyer merchantable title in and fee simple absolute to the Company StockExercised Lot which is the subject of such Lot Closing, freesubject only to the Acceptable Option Tract Title Exceptions relating to such Exercised Lot, clear and unencumbered in accordance a Lot Adjustment Agreement, if applicable, and conveying to Purchaser an easement of enjoyment pursuant to the Easement of Enjoyment; (II) an executed affidavit of title with respect to the terms Exercised Lot which is the subject of such Lot Closing, covering the Lot Closing Date [as same may be extended pursuant to the provisions of this Agreement. (e) The Indemnification Escrow ] for such Exercised Lot, and showing title in Seller subject only to the Acceptable Option Tract Title Exceptions relating to such Exercised Lot, and a Lot Adjustment Agreement, if applicable; (fIII) The Consulting and Nonan executed certification from Seller with respect to Seller's non-Competition Agreement signed by Jame▇ ▇. ▇▇▇▇ ▇▇▇erred foreign status sufficient to in Section 14.14; (g) A written opinion comply with the requirements of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇▇unsel for the Sellers in the form of Exhibit C, dated as section 1445 of the Closing Date; (h) A written opinion Internal Revenue Code of the Company's FCC counsel in form United States of America and substance reasonably satisfactory to Buyer covering the matters set forth on Exhibit D, dated as of the Closing Date; (i) Updating title insurance endorsements on all title insurance policies on the Real Property held by the Company in form and substance reasonably satisfactory to Buyerregulations applicable thereto; and (jIV) Such additional informationdocuments (a) authorizing the execution and delivery by Seller of the documents required to be executed and delivered by Seller at such Lot Closing, materialsand (b) evidencing the authority of the persons signing the documents to be executed and delivered by Seller at such Lot Closing pursuant to this Agreement; and (V) the Exercised Lot Title Policy with respect to the Exercised Lot which is the subject of such Lot Closing; and (VI) such other documents, agreementsinstruments, documents certifications, confirmations, ALTA statements, gap undertakings and instruments assignments as Buyer, its counsel, or its senior lender may be reasonably request in order required to fully effect and consummate the Closingconsummation of the exercise by Purchaser of its Option to purchase such Exercised Lot.

Seller's Documents. At The Seller will deliver to the Closing, Sellers shall deliver or cause to be delivered to Buyer the followingBuyer: (a) Resignation of all directors and officers a certificate of the Company effective Seller in form and substance satisfactory to the Buyer acting reasonably, duly executed by a senior officer of the Seller on behalf of the Seller and not in such officer's personal capacity, stating that, except as disclosed in such certificate: (i) each of the Seller's covenants and obligations to be performed under this Purchase Agreement at Section 7.2 at or before the time of Closing Datehas been performed or satisfied in all material respects; and (ii) each of the conditions for the benefit of the Seller set out in Section 6.2 has been either satisfied or waived; (b) A certificate of an officer of the CompanySeller undertaking, dated in good faith, to proceed with consents to the assignment, or novation of those certain Confirmed Contracts and those certain Conditional Orders (subject to Section 6.1(b)) that have, as at the Closing Date, in not yet received novation from their respective terms and provisions by the form described in Section 8.01(c)parties thereto; (c) Governmental certificates showing that such approvals or consents as are required to permit the Company: (ichange of ownership of the Purchased Assets contemplated hereby from all appropriate federal, state, municipal or other governmental or administrative bodies including the originally executed ▇▇▇▇ of Sale, the form of which is attached hereto as Schedule 10.2(c) is duly incorporated as are necessary to effectively vest good and in good standing marketable title to the Purchased Assets in the state Buyer free and clear of its incorporation; all Liens except for permitted Encumbrances and (ii) has filed all returns, paid all taxes due thereon and is currently subject to no assessment and is except as otherwise provided in good standing as a foreign corporation in each state where such qualification is necessary, each certified as of a date not more than thirty (30) days before the Closing Date;this Purchase Agreement (d) Such certificatescertificate of an officer of the Seller undertaking, stock powers (executed in blank good faith, to within 30 days after the Closing Date change its corporate name to a name acceptable to Buyer, with signatures guaranteed)the expressed permission of the Buyer, assignments, documents of title and other instruments of conveyance, assignment and transfer (including without limitation any necessary consents to conveyance, assignment or transfer), and lien releases, if any, all which will not result in form satisfactory to Buyer and confusion within the Buyer's counsel, as shall be effective to vest in Buyer title in and to the Company Stock, free, clear and unencumbered in accordance with the terms of this Agreement.Seller's industry; (e) The Indemnification Escrow Agreementa certified copy of a resolution of the board of directors and the majority of the shareholders of the Seller authorizing the execution and delivery of this Purchase Agreement and the consummation of the transactions contemplated hereby; (f) The Consulting and Non-Competition Agreement signed a receipt, duly executed by Jame▇ ▇. ▇▇▇▇ ▇▇▇erred to in Section 14.14;the Seller, for the Promissory Note delivered at Closing; and (g) A written opinion of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇a receipt, ▇▇unsel duly executed by the Seller, for the Sellers in the form of Exhibit C, dated as of the Closing Date; (h) A written opinion of the Company's FCC counsel in form and substance reasonably satisfactory amount equal to Buyer covering the matters set forth on Exhibit D, dated as of the Closing Date; (i) Updating title insurance endorsements on all title insurance policies on the Real Property held by the Company in form and substance reasonably satisfactory to Buyer; and (j) Such additional information, materials, agreements, documents and instruments as Buyer, its counsel, or its senior lender may reasonably request in order to consummate the $1,500,000 paid at Closing.

Seller's Documents. At Seller, pursuant to the Closingprovisions of this Agreement, Sellers shall deliver or cause to be delivered to Buyer Purchaser on the followingClosing Date the following documents in connection with the transfer, assignment and conveyance of the Properties: (1) For each of the Properties, (a) Resignation (i) mutual releases pursuant to the following agreements pursuant to which the Nominees are directed and authorized by the Seller to hold legal title for and on behalf of the Purchaser from the time of Closing, (a) (i) those certain Declarations of Trust executed by Syncap Properties Inc. as of the 30th day of September, 1992, (ii) that certain Declaration of Trust executed by Tegrad Properties (Winnipeg) Inc. as of the 30th day of September, 1992, and (iii) that certain Declaration of Trust executed by Tegrad Montreal I Inc. as of the 30th day of September, 1992 (collectively, the "Nominee Direction"), (b) duplicate certificates of title memorializing the conveyance to Purchaser of fee simple title to the Real Estate free of all directors Liens and encumbrances except the Permitted Encumbrances (where applicable), (c) a transfer of all of the issued and outstanding shares in each of the Nominees to Purchaser or its designee and (d) a beneficial conveyance of all Properties in which legal title is held by the Nominees or, at the request of the Purchaser, deeds in registrable form conveying any of the Properties to the Purchaser or as it may direct. Each Nominee Direction shall (x) be in the form of Exhibit GG annexed hereto, (y) direct each Nominee to hold legal title to such of the Properties for which it is Nominee for the benefit of Purchaser and (z) contain Seller's indemnity against any liability for obligations thereunder relating to periods prior to the Closing Date (other than those obligations set forth on Exhibit H or expressly assumed by Purchaser hereunder) and customary trustee representations and warranties as to the selling, leasing, encumbering or transferring of the Properties or any interests therein to any party other than Purchaser. (2) A general conveyance conveying, selling and transferring to Purchaser all of Seller's right, title and interest in and to the Personalty and Inventory. The bill of sale shall ▇▇▇▇ain a warranty that the Personalty and Inventory are owned by Seller free and clear of all liens, encumbrances and security interests except for any Permitted Encumbrances which encumber the Personalty or Inventory. (3) An assignment and assumption of the Service Contracts, Equipment Leases and Billboard Leases, together with Seller's executed counterparts (or, if not -37- C/M: 11752.0002 350869.22 available, copies) thereof. The assignment shall contain Purchaser's indemnity of Seller against any liability for obligations thereunder relating to periods from and after the Closing Date and Seller's indemnity of Purchaser against any liability for such obligations relating to periods prior to the Closing Date unless reflected in the Working Capital Adjustment made pursuant to Section 6 or expressly assumed by Purchaser hereunder. Seller shall also deliver the written consent of the other party to any such contracts and leases, if required for the assignment thereof except as expressly provided in Exhibit I-1. With respect to any service, maintenance and other agreements in connection with the operation and promotion of the Business and the maintenance of the Real Estate and Personalty which are not listed on Exhibit B, C or D attached hereto and which shall not be assigned to nor assumed by Purchaser ("Rejected Contracts") which are listed on Exhibit C-1, the assignment shall also contain Seller's indemnity of Purchaser against any liability (including, without limitation, lawyers' costs and disbursements) for any obligations in connection with the Rejected Contracts. Seller shall also deliver evidence (x) of written notice which terminates the Rejected Contracts as of the Closing Date or as soon thereafter as practicable, and (y) of the parties to each Rejected Contracts releasing forever Purchaser from any and all liability pursuant to such Rejected Contracts. (4) Plans and specifications, technical manuals and similar material, for the Buildings, if any, in Seller's possession or control. (5) If assignable, any Licenses, or copies thereof, in Seller's possession pertaining to the operation and maintenance of the Properties, together with a duly executed assignment thereof to Purchaser. If any of such Licenses are not assignable, Seller agrees to cooperate with Purchaser after the Closing to the extent required to enforce any rights under such Licenses, at Purchaser's expense. (6) If assignable, any unexpired warranties and guarantees, or copies thereof, in Seller's possession which Seller has received (i) in connection with the Buildings and any work or services performed with respect to, or equipment installed in, the Properties, or (ii) from any prior owners of the Properties, together with individual or omnibus assignments thereof to Purchaser. If any such warranties or guarantees are not assignable, Seller agrees to cooperate with Purchaser after the Closing to the extent required to enforce any rights under such warranties or guarantees, at Purchaser's expense. (7) An assignment of the Reservation Deposits and Purchaser's receipt therefor. (8) A certified copy of Seller's declaration of limited partnership and its partnership agreement, together with any amendments thereto, as filed with the Ministry of Consumer and Commercial Relations (Ontario). A certified copy of Seller's general partner's certificate of incorporation, together with a Secretary's Certificate certifying that the Board of Directors of such general partner has duly adopted resolutions authorizing the within transaction and an executed and acknowledged Incumbency Certificate certifying to -38- C/M: 11752.0002 350869.22 the authority of the officers of such general partner executing the Company effective documents to be delivered by Seller on the Closing Date;. (b9) All documents and agreements reasonably required by Purchaser to confirm that Seller shall have obtained the Required Consents. (10) A certificate Declaration of Possession for each Properties, substantially in the forms annexed hereto as Exhibit X and otherwise acceptable to Purchaser. (11) An assignment and assumption of the CompanySpace Leases and of any security deposits held by Seller in connection therewith, dated together with Seller's executed counterparts (or, if not available, copies) thereof. The assignment shall contain Purchaser's indemnity of Seller against any liability for the security deposits assigned to Purchaser and for any other obligations of the landlord under the Space Leases from and after the Closing Date and Seller's indemnity of Purchaser against any liability for such obligations relating to periods prior to the Closing Date, except as is expressly disclosed on the Exhibits to this Agreement or reflected in the Working Capital Adjustment made pursuant to Section 6. (12) Such other instruments, in addition to those identified in Section 16.A.2, which may be required to assign to Purchaser Seller's interests in the Ground Lease. The assignment shall contain Purchaser's indemnity of Seller against any liability for any obligations of the tenant under the Ground Lease from and after the Closing Date and Seller's indemnity of Purchaser against any liability for any obligations relating to periods prior to the Closing Date, except as is expressly disclosed on the Exhibits to this Agreement or reflected in the Working Capital Adjustment made pursuant to Section 6. (13) Each stock certificate with appropriate stock powers evidencing its ownership of shares in each of the Nominees and 1002370 endorsed in blank or to Purchaser's designee. (14) An assignment and assumption of the Franchise Agreements. (15) Estoppel certificates signed (a) by the lessor under the Ground Lease and (b) by the joint venturer under the Edmonton South Agreements, which estoppel certificates shall be substantially in the form described in Section 8.01(c);annexed hereto as Exhibit Y. (c16) Governmental certificates showing that All keys and master keys to all locks located on the Company: (i) is duly incorporated and in good standing in the state of its incorporation; and (ii) has filed all returns, paid all taxes due thereon and is currently subject to no assessment and is in good standing as a foreign corporation in each state where such qualification is necessary, each certified as of a date not more than thirty (30) days before the Closing Date;Properties. (d17) Such certificatesAn assignment of all right, stock powers (executed in blank with signatures guaranteed), assignments, documents of title and other instruments of conveyance, assignment and transfer (including without limitation any necessary consents to conveyance, assignment or transfer), and lien releases, if any, all in form satisfactory to Buyer and Buyer's counsel, as shall be effective to vest in Buyer title interest in and to the Company Stock, free, clear and unencumbered in accordance with the terms of this AgreementIntangibles. (e18) The Indemnification Escrow Agreement;original Books. -39- C/M: 11752.0002 350869.22 (f19) The Consulting and Non-Competition Agreement signed by Jame▇ ▇. ▇▇▇▇ ▇▇▇erred to Any documents reasonably required in connection with the transfer of any existing liquor license or the issuance of a new liquor license, including any interim arrangements as described in Section 14.14;12 pending the approval of such transfer or issuance. (g20) A written opinion Release by Smith Barney of Wils▇▇ ▇all ▇▇▇▇▇▇ ▇▇ ▇espect of any brokerage commission, or any other payment of any fees in respect of the structuring of the transaction or the Properties conditional only upon receipt of $500,000 in United States dollars (together with expense reimbursement to Smith Barney of $34,▇▇▇ ▇▇ ▇▇▇▇▇▇▇ & ▇osa▇▇ed States dollars), ▇▇unsel which payment shall be made at Closing by the Purchaser and shall be included in the calculation of Additional NLC Debt/Equity. (21) One or more certificates issued by the Minister of National Revenue under section 116 of the Income Tax Act (Canada) with a certificate limit (or, where more than one such certificate is issued, with an aggregate certificate limit) at least equal to the Purchase Price. If Seller fails to deliver a certificate under section 116 of the Income Tax Act (Canada) or delivers one or more certificates with an aggregate certificate limit less than the Purchase Price, Purchaser shall withhold from the Purchase Price the amount required by section 116 of the Income Tax Act (Canada) and shall remit such amount to the Receiver General for Canada on behalf of the Sellers partners of Seller. Seller shall deliver to Purchaser, on or before the Closing Date, one or more certificates issued by the Minister of Revenue of Quebec under section 1097 of the Taxation Act (Quebec) with a certificate limit (or, where more than one certificate is issued, with an aggregate certificate limit) at least equal to the portion of the Purchase Price allocable to the Properties in Quebec. If Seller fails to deliver a certificate under section 1097 of the Taxation Act (Quebec) or delivers one or more certificates with an aggregate certificate limit less than the Purchase Price allocable to the Properties in Quebec, Purchaser shall withhold from the Purchase Price the amount required by section 1102.2 of the Taxation Act (Quebec) and shall remit such amount to the Minister of Revenue of Quebec on behalf of the Partners of Seller. (22) Any affidavits or required documents to comply with any bulk sales requirements pursuant to Section 11 hereof. (23) A confirmation that the representations and warranties made by Seller and Syndicated remain true and correct, in the form of Exhibit C, dated as of II annexed hereto (the Closing Date;"Bring Down Certificate"). (h24) A written opinion of the Company's FCC counsel in form and substance reasonably satisfactory Such other instruments, if any, to Buyer covering the matters set forth on Exhibit D, dated as of the Closing Date;indicate any changes or updates to any Exhibit. (i) Updating title insurance endorsements on all title insurance policies on the Real Property held A certificate issued by the Company in form and substance reasonably satisfactory Minister of Revenue of Ontario under subsection 6(1) of The Retail Sales Tax Act (Ontario), (ii) a certificate issued pursuant to Buyer; and (j) Such additional information, materials, agreements, documents and instruments as Buyer, its counsel, or its senior lender may reasonably request in order to consummate the Closing.-40- C/M: 11752.0002 350869.22

Seller's Documents. At least two (2) business days prior to the Closing, Sellers Seller shall deliver or cause to be delivered to Buyer Title Company as escrow, the following: (a) Resignation of a duly executed and acknowledged grant deed conveying to the Buyer the Real Property and all directors rights, privileges and officers of the Company effective on the Closing Dateeasements appurtenant thereto; (b) A certificate a duly executed bill of sale covering the Company, dated the Closing DatePe▇▇▇▇al Property, in the form described in Section 8.01(c)attached hereto as Exhibit "C"; (c) Governmental certificates showing a Certificate from the California Secretary of State (or a commercial reporting service satisfactory to Buyer) that indicates that as of the Company: (i) is duly incorporated and in good standing Certificate Date there are no filings against Seller in the state office of its incorporation; and the Secretary of State under California Commercial Code (iior similar statute) has filed all returnsthat would be a lien on any of the items specified in said Bill of Sale above (other th▇▇ ▇uch filings, paid all taxes due thereon and is currently subject to no assessment and is in good standing if any, as a foreign corporation in each state where such qualification is necessary, each certified as are being released at the time of a date not more than thirty (30) days before the Closing DateClosing); (d) Such certificates, stock powers (executed in blank with signatures guaranteed), assignments, documents of title and other instruments of conveyance, an assignment and transfer (including without limitation any necessary consents to conveyance, assignment or transfer), and lien releases, if any, assumption of all in form satisfactory to Buyer and Buyer's counsel, as shall be effective to vest in Buyer title in and rights to the Company Stockvarious tenant leases affecting the Property, free, clear and unencumbered in accordance with the terms of this Agreement.form attached hereto as Exhibit "E"; (e) The Indemnification Escrow Agreementan assignment and assumption of service contracts affecting the Property, in the form attached hereto as Exhibit "F"; (f) The Consulting originals of all, plans, specifications, reports and Non-Competition Agreement signed by Jame▇ ▇. ▇▇▇▇ ▇▇▇erred similar documents of significance as the same relate to in Section 14.14the Property, if any; (g) A written opinion originals or copies of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇all service contracts, ▇▇unsel for maintenance contracts, and management contracts, if any, affecting the Sellers Property (hereinafter, collectively, "Service Contracts") to be continued by Buyer, as determined by Buyer in its sole discretion, after the form of Exhibit CClosing, dated as of and any warranties or guaranties received by Seller from any contractors, subcontractors, suppliers, materialmen, consultants, architects, engineers, and others who have performed work on the Closing DateProperty; (h) A written opinion to the extent available to Seller originals of all architectural plans, designs, permits, studies, reports, or similar documents of significance relating to the Company's FCC counsel in form and substance reasonably satisfactory to Buyer covering the matters set forth on Exhibit D, dated as of the Closing DateProperty; (i) Updating title insurance endorsements on all title insurance policies on an affidavit of Seller that Seller are not a "foreign person" within the Real Property held meaning of 26 U.S.C. ss. 1445 duly executed by Seller in the Company form attached hereto as Exhibit "F"; (j) closing statement in form and substance reasonably content satisfactory to BuyerBuyer and Seller; (k) a certified statement that the signatures on all transfer documents, Deed, Bill of Sale, Assignment & A▇▇▇▇ption agreements, and related documents are duly authorized signatures; and (jl) Such additional informationany other documents, materials, agreements, documents and instruments as Buyer, its counsel, or its senior lender agreements called for hereunder which have not previously been delivered. Buyer may reasonably request waive compliance on Seller's part under any of the foregoing items by an instrument in order to consummate the Closingwriting.

Seller's Documents. At the Closing, Sellers Seller shall deliver or cause to be delivered to Buyer the following: (a) Resignation of all directors and officers 14.1.1 Certified resolutions of the Company effective on Board of Directors of Seller approving the Closing Dateexecution and delivery of this Agreement and authorizing the consummation of the transactions contemplated hereby; (b) 14.1.2 A certificate of the CompanySeller, dated the Closing Date, in the form described in Section 8.01(c)11.1.3; (c) 14.1.3 Governmental certificates showing that the CompanySeller: (ia) is duly incorporated organized and in good standing in the state State of its incorporationDelaware; and (iib) has filed all returns, paid all taxes due thereon and is currently subject to no assessment and is in good standing as a foreign corporation in each state where such qualification is necessarythe State of California, each certified as of a date not more than thirty (30) days before the Closing Date; (d) 14.1.4 Such certificates, stock powers (executed in blank with signatures guaranteed)bills of sale, general warranty deeds, assignments, documents of title and other instruments of conveyance, assignment and transfer (including without limitation any necessary consents to conveyance, assignment or transfertransfer required to be delivered hereunder), and lien releases, if any, all in form satisfactory to Buyer and Buyer's counsel, as shall be effective to vest in Buyer good and marketable title in and to the Company StockStations Assets, free, clear and unencumbered in accordance with the terms of this Agreementexcept for Permitted Encumbrances, if any, as set forth on SCHEDULE 7.7 and SCHEDULE 7.8 and Assumed Liabilities. 14.1.5 An Assignment and Assumption Agreement in the form of SCHEDULE C effectuating the assignment and assumption of the Assumed Liabilities (e) the "Assignment and Assumption Agreement"); 14.1.6 The Indemnification Escrow AgreementAgreement and the Deposit Escrow Agreement (if not previously delivered); (f) The Consulting 14.1.7 At the time and Non-Competition Agreement signed place of Closing, originals and all copies of all program, operations, transmission or maintenance logs and all other records required to be maintained by Jame▇ ▇. ▇▇▇▇ ▇▇▇erred the FCC with respect to in Section 14.14the Stations, including the public files of the Stations, shall be left at the Stations and thereby delivered to Buyer; (g) 14.1.8 A written opinion of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇▇unsel for the Sellers Seller's corporate counsel in the a form of Exhibit Creasonably acceptable to Buyer, dated as of the Closing Date; (h) 14.1.9 A written opinion of the CompanySeller's FCC counsel in a form and substance reasonably satisfactory acceptable to Buyer covering the matters set forth on Exhibit DBuyer, dated as of the Closing Date; (i) Updating title insurance endorsements on all title insurance policies on the Real Property held by the Company in form and substance reasonably satisfactory to Buyer; and (j) 14.1.10 Such additional information, materials, agreements, documents and instruments as Buyer, Buyer and its counsel, or its senior lender counsel may reasonably request in order to consummate the Closing.

Seller's Documents. At Seller, pursuant to the Closingprovisions of this Agreement, Sellers shall deliver or cause to be delivered to Buyer Purchaser on the followingClosing Date the following documents: (a1) Resignation of all directors A deed in the form attached as Exhibit M, conveying to Purchaser fee simple title to the Real Estate, duly executed and officers of the Company effective on the Closing Date;acknowledged by Seller and in recordable form. (b2) A certificate blanket ▇▇▇▇ of sale conveying, selling and transferring to Purchaser all of Seller’s right, title and interest in and to the Company, dated the Closing DateFF&E and Supplies, in the form annexed hereto as Exhibit N, duly executed by Seller (it being understood that no inventory of FF&E or Supplies shall be undertaken by Seller in connection therewith, except as required to comply with the provisions of Section 2.C). (3) Subject to the provisions of Section 9.A hereof, an assignment and assumption of the Service Contracts, Equipment Leases and Rooms Agreements, in the form of Exhibit O annexed hereto, duly executed by Seller and Purchaser. (4) An assignment and assumption of the Space Leases and of any Lease Deposits held by Seller in connection therewith and of the Off-Site Rental Agreement, in the form of Exhibit P annexed hereto, duly executed by Seller and Purchaser, together with Seller’s executed counterparts (or, if not available, copies) thereof and a notice to each of the tenants thereunder informing them of such assignment and assumption. (5) An omnibus assignment of Receivables, Intangibles, Warranties and Licenses in the form of Exhibit Q annexed hereto, duly executed by Seller. (6) An assignment and assumption of the Reservations and Reservation Deposits in the form of Exhibit R annexed hereto, duly executed by Seller and Purchaser. (7) Certified copies of Seller’s organizational documents and such resolutions or consents evidencing the authority of Seller to enter into and close the transactions described herein, as well as the authority of the person(s) executing the documents described in this Section 8.01(c);12.A on behalf of Seller. (c) Governmental certificates showing that 8) Such other instruments and documents as may be required by the Company: (i) is Title Company to eliminate exceptions for unfiled mechanics’ or materialmen’s liens, for the insolvency of Seller, for the occupancy of any party other than tenants under the Space Leases and transient lodging guests, and to enable the title company to insure the “gap” between Closing and recordation of the deed, duly incorporated and in good standing in the state of its incorporation; and (ii) has filed all returns, paid all taxes due thereon and is currently subject to no assessment and is in good standing as a foreign corporation in each state where such qualification is necessary, each certified as of a date not more than thirty (30) days before the Closing Date;executed by Seller. (d9) Such certificatesPlans and specifications, stock powers (executed in blank with signatures guaranteed)technical manuals and similar material, assignments, documents of title for the Improvements and other instruments of conveyance, assignment and transfer (including without limitation any necessary consents to conveyance, assignment or transfer), and lien releasesthe FF&E, if any, all in form satisfactory to Buyer and Buyer's counsel, as shall be effective to vest in Buyer title in and to the Company Stock, free, clear and unencumbered in accordance with the terms of this AgreementSeller’s possession or control. (e10) An affidavit of an officer of Seller stating that Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code of 1954, as amended. (11) The Indemnification Escrow Agreement;original Books, or, at Seller’s option, copies thereof. (f12) The Consulting Manager Estoppel, duly executed by Manager and Non-Competition Agreement signed by Jame▇ ▇. ▇▇▇▇ ▇▇▇erred to in Section 14.14;Seller. (g13) An assignment and assumption of the Hotel Management Agreement in the form of Exhibit S annexed hereto (or in such other form as reasonably requested by Manager), duly executed by Seller and Purchaser. (14) An assignment of the note and deed of trust evidencing the General Manager’s Mortgage Loan substantially in the form of Exhibit V annexed hereto, duly executed by Seller and in recordable form. (15) The original note evidencing the General Manager’s Mortgage Loan, together with any such allonge or endorsement thereof by Seller to Purchaser as may be reasonably requested by Purchaser. (16) Such forms and certificates as may be required by applicable law to be filed or delivered in connection with the recording of the deed, including form FP7, duly executed by the Seller and Purchaser. (17) The Art Work License in the form annexed hereto as Exhibit T, duly executed by the owner of the Art Work and Purchaser, together with any UCC-1 financing statements to be filed in connection therewith. (18) A written opinion guaranty of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇▇unsel for the Sellers in the form of Exhibit C, dated as of the Closing Date; (h) A written opinion of the Company's FCC counsel in form and substance to be reasonably satisfactory agreed upon between Seller and Purchaser prior to Buyer covering Closing, whereby ▇▇▇▇▇ ▇▇▇▇▇▇▇ agrees to guaranty the matters set forth performance of Seller’s obligations under Sections 9.C and 13.C of this Agreement, subject to an overall cap on Exhibit D, dated as liability of the Closing Date;$10,000,000. (i19) Updating title insurance endorsements on all title insurance policies on Any other documents reasonably required to effectuate the Real Property held by the Company in form and substance reasonably satisfactory to Buyer; and (j) Such additional information, materials, agreements, documents and instruments as Buyer, its counsel, or its senior lender may reasonably request in order to consummate the Closingtransactions hereunder.

Seller's Documents. At least two (2) business days prior to the Closing, Sellers Seller shall deliver or cause to be delivered to Buyer Title Company as escrow, the following: (ai) Resignation of a duly executed and acknowledged grant deed conveying to the Buyer the Real Property and Appurtenances and all directors rights, privileges and officers of the Company effective on the Closing Dateeasements appurtenant thereto; (bii) A certificate a duly executed ▇▇▇▇ of sale covering the Company, dated the Closing DatePersonal Property, in the form described attached hereto as Exhibit "D"; (iii) a Certificate from the California Secretary of State (or a commercial reporting service satisfactory to Buyer) that indicates that as of the Closing Date there are no filings against Seller in the office of the Secretary of State under the California Commercial Code that would be a lien on any of the items specified in the ▇▇▇▇ of Sale referred to in Section 8.01(c8(e)(ii) above (other than such filings, if any, as are being released at the time of the Closing); (civ) Governmental certificates showing that originals of all documents, letters, plans, specifications, reports and similar matters as the Company: (i) is duly same relate to the Entitlements, and Seller shall transfer ownership and possession of all Entitlement materials by way of physical deliver outside of escrow by delivery thereof to Diversified Investment & Management Corporation. Seller shall execute and deliver the "Entitlement Transfer" form attached hereto as Exhibit "E" and incorporated and in good standing in the state of its incorporation; and (ii) has filed all returns, paid all taxes due thereon and is currently subject to no assessment and is in good standing as a foreign corporation in each state where such qualification is necessary, each certified as of a date not more than thirty (30) days before the Closing Dateherein; (dv) Such certificatesoriginals or copies of all service contracts, stock powers (executed in blank with signatures guaranteed), assignments, documents of title maintenance contracts and other instruments of conveyance, assignment and transfer (including without limitation any necessary consents to conveyance, assignment or transfer), and lien releasesmanagement contracts, if any, affecting the Property (collectively, the "Service Contracts") to be continued by Buyer after the Closing, and any warranties or guaranties received by Seller from any contractors, subcontractors, suppliers, materialmen, consultants, architects, engineers and others who have performed work on the Property or in connection with obtaining the Entitlements; (vi) to the extent available to Seller originals of all architectural plans, designs, permits, studies, reports, agreements or similar matters generated in the Entitlement process and relating to the Property; (vii) an affidavit of Seller that Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986 (the "Code") duly executed by Seller in the form attached hereto as Exhibit "E"; (viii) closing statement in form and content satisfactory to Buyer and Buyer's counsel, as shall be effective to vest in Buyer title in and to the Company Stock, free, clear and unencumbered in accordance with the terms of this Agreement. (e) The Indemnification Escrow Agreement; (f) The Consulting and Non-Competition Agreement signed by Jame▇ ▇. ▇▇▇▇ ▇▇▇erred to in Section 14.14; (g) A written opinion of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇▇unsel for the Sellers in the form of Exhibit C, dated as of the Closing Date; (h) A written opinion of the Company's FCC counsel in form and substance reasonably satisfactory to Buyer covering the matters set forth on Exhibit D, dated as of the Closing Date; (i) Updating title insurance endorsements on all title insurance policies on the Real Property held by the Company in form and substance reasonably satisfactory to BuyerSeller; and (jix) Such additional informationany other documents, materials, agreements, documents and instruments as Buyer, its counsel, or its senior lender agreements called for hereunder which have not previously been delivered. Buyer may reasonably request waive compliance on Seller's part under any of the foregoing items by an instrument in order to consummate the Closingwriting.

Seller's Documents. At the Closing, Sellers Seller shall deliver or cause to be delivered to Buyer the following: (a) Resignation of all directors and officers 14.1.1 Certified resolutions of the Company effective on Board of Directors of Seller approving the Closing Dateexecution and delivery of this Agreement and authorizing the consummation of the transactions contemplated hereby; (b) 14.1.2 A certificate of the CompanySeller, dated the Closing Date, in the form described in Section 8.01(c)11.1.3; (c) 14.1.3 Governmental certificates showing that the Company: (i) Seller is duly incorporated organized and in good standing in the state State of its incorporation; Ohio, and (ii) has filed all returns, paid all taxes due thereon and is currently subject authorized to no assessment and is do business in good standing as a foreign corporation in each state where such qualification is necessary, the State of California each certified as of a date not more than thirty (30) business days before the Closing Date; (d) 14.1.4 Such certificates, stock powers (executed in blank with signatures guaranteed)bills of sale, assignments, general warranty deeds, documents of title and other instruments of conveyance, assignment and transfer (including without limitation any necessary consents to conveyance, assignment or transfer), and lien Lien releases, if any, all in form satisfactory to Buyer and Buyer's counsel, as shall be effective to vest in Buyer good, marketable and insurable title in and to the Company StockStations Assets, free, clear and unencumbered in accordance with the terms of this Agreementunencumbered. (e) The Indemnification Escrow Agreement; (f) The Consulting 14.1.5 An Assignment and Non-Competition Assumption Agreement signed by Jame▇ ▇. ▇▇▇▇ ▇▇▇erred to in Section 14.14; (g) A written opinion of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇▇unsel for the Sellers in the form of Exhibit C, dated as EXHIBIT C effectuating the assignment and assumption of the Closing DateAssumed Liabilities (the "Assignment and Assumption Agreement"). 14.1.6 At the time and place of Closing, originals and all copies of all program, operations, transmission or maintenance logs and all other records required to be maintained by the FCC with respect to the Citicasters Stations, including the public files of the Citicasters Stations, shall be left at the Citicasters Stations and thereby delivered to Buyer; (h) A written opinion of the Company's FCC counsel in form 14.1.7 Execute and substance reasonably satisfactory deliver to Buyer covering the matters set forth on Exhibit KKLQ(FM) tower site lease in the form of EXHIBIT D, dated as ; and 14.1.8 Deliver to Buyer either (a) an amended lease with the University of the Closing Date; California San Diego ("UCSD") that (i) Updating title insurance endorsements on all title insurance policies on extends the Real Property held by initial lease term to at least ten (10) years, with options to extend for at least two (2) terms of (5) years, (ii) eliminates Buyer's obligations regarding the Company in form covering of UCSD events, the airing of certain UCSD programming, and substance the hiring of UCSD students as interns, and (iii) does not increase the annual cost of the current lease; or (b) alternative transmitter site arrangements which are reasonably satisfactory to Buyer; and; (j) 14.1.9 The Unwind Agreement in the form of EXHIBIT A, if necessary. 14.1.10 Such additional information, materials, agreements, documents and instruments as Buyer, Buyer and its counsel, or its senior lender counsel may reasonably request in order to consummate the Closing.

Seller's Documents. At the Closing, Sellers Seller shall deliver or ------------------ cause to be delivered to Buyer Buyers the following: (a) Resignation of all directors and officers 14.1.1 Certified resolutions of the Company effective on Board of Directors of Seller approving the Closing Dateexecution and delivery of this Agreement and authorizing the consummation of the transactions contemplated hereby; (b) 14.1.2 A certificate of the CompanySeller, dated the Closing Date, in the form described in Section 8.01(c)11.1.3; (c) 14.1.3 Governmental certificates showing that the CompanySeller: (ia) is duly incorporated organized and in good standing in the state State of its incorporationDelaware; and (iib) has filed all returns, paid all taxes due thereon and is currently subject to no assessment and is in good standing as a foreign corporation in each state where such qualification is necessarythe Commonwealth of Pennsylvania, each certified as of a date not more than thirty (30) days before the Closing Date; (d) 14.1.4 Such certificates, stock powers (executed in blank with signatures guaranteed)bills of sale, assignments, documents of title and other instruments of conveyance, assignment and transfer (including without limitation any necessary consents to conveyance, assignment or transfertransfer required to be delivered hereunder), and lien releases, if any, all in form reasonably satisfactory to Buyer Buyers and Buyer's Buyers' counsel, as shall be effective to vest in Buyer Buyers good and marketable title in and to the Company Stock, free, clear and unencumbered Station Assets in accordance with the terms of this Agreement., free, clear and unencumbered except for Permitted Encumbrances, if any, as set forth on Schedule 7.7. ------------ (e) The Indemnification Escrow Agreement; (f) The Consulting 14.1.5 An Assignment and Non-Competition Assumption Agreement signed by Jame▇ ▇. ▇▇▇▇ ▇▇▇erred to in Section 14.14; (g) A written opinion of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇▇unsel for the Sellers in the form of Exhibit CC effectuating the assignment and assumption of the Assumed Liabilities --------- (the "Assignment and Assumption Agreement"); 14.1.6 At the time and place of Closing, originals and all copies of all program, operations, transmission or maintenance logs and all other records required to be maintained by the FCC with respect to the Station, including the public files of the Station, shall be left at the Station and thereby delivered to Buyers; 14.1.7 A written opinion of Seller's corporate and FCC counsel, on which Buyers' lenders shall be entitled to rely, in a form reasonably acceptable to Buyers, dated as of the Closing Date; 14.1.8 A Tower License Agreement in the form of Exhibit D (hthe --------- "Tower License Agreement) A written opinion of the Company's FCC counsel in form and substance reasonably satisfactory to Buyer covering the matters set forth on Exhibit D, dated as of the Closing Dateexecuted by NMG; (i) Updating title insurance endorsements on all title insurance policies on the Real Property held 14.1.9 The Antenna License Agreement executed by the Company in form and substance reasonably satisfactory to BuyerNMG, if applicable; and (j) 14.1.10 Such additional information, materials, agreements, documents and instruments as Buyer, its counsel, or its senior lender Buyers and their counsel may reasonably request in order to consummate the Closing.