Station's Business means the business as currently, and as over the past year, conducted by Seller, Seller's Affiliates, and/or Seller's employees and contractors, including contractors pursuant to the Operational Agreements or similar agreement, with respect to the Station, taken as a whole, including the Assets and operations thereof.
The current use by LIN-Texas of the owned Real Property is in compliance with applicable zoning and land-use laws, including the applicable local comprehensive plan, except for noncompliance that would not have a material adverse effect on the Station's Business.
Holdings shall offer employment as of the Closing Date to each individual who is an Employee of the LIN-Texas with respect to the Station's Business immediately prior to the Closing Date and physically reports to work on the Closing Date or, if absent from work on the Closing Date solely by reason of vacation or regularly scheduled non-working days, on the day immediately following such vacation or days off.
Schedule 5.6 lists the Tangible Personal Property comprising all material items of tangible personal property necessary to conduct the Station's Business.
The Real Property Interests listed on Schedule 5.5 comprise all interests in real property necessary to conduct the Station's Business.
Except as listed on Schedule 5.4 hereto, there are no applications, proceedings or complaints pending or, to Seller's Knowledge, threatened which may have an adverse effect on the Station's Business (other than rulemaking proceedings that apply to the television broadcasting industry generally).