Common use of Contracts and Arrangements Clause in Contracts

Contracts and Arrangements. Schedule 3.9 hereto contains true and complete lists of the Contracts (written or oral) included in the Assets, other than Subscriber Contracts, which fall within any or all of the following categories: (a) All contracts for the purchase of Subscriber Contracts, including the indemnitees and non-competition agreements from the sellers thereof involving annual QRR of more than $10,000; (b) All third party monitoring contracts and alarm dealer contracts; (c) All written or oral contracts or customer purchase orders for alarm accounts which have not been completely installed and are not being monitored as to the Closing Date ("Work in Progress") involving consideration of more than $25,000 for installation of the alarm system; (d) All employment contracts and change of control agreements; (e) All leases of real property including renewal options executed by any other party thereto; (f) All leases of personal property which have a term, including renewal options exercisable by any other party thereto, ending more than six months after the date of this Agreement; 14 (g) All contracts or leases not made in the usual and ordinary course of business and not terminable by Seller without liability upon not more than 30 days' written notice; and (h) All agreements and contracts pursuant to which Seller acquires Inventory on a consignment basis. Contracts which are material to the Business are designated as Material Contracts on Schedule 3.9 ("Material Contracts"). Provided that any requisite consent to the assignment of Material Contracts to Buyer is obtained, to Seller's knowledge, each of the agreements, contracts and leases which is assigned to and assumed by Buyer on the Closing Date is valid and binding and in full force and effect. There has been no material modification or amendment of any of the Material Contracts other than as disclosed on Schedule 3.9. To Seller's knowledge, there is no existing default, event of default or other event under such Contracts which, with or without notice or lapse of time or both, would constitute a default or an event of default under any such contract and which defaults or events in the aggregate would result in a Material Adverse Effect. Seller has provided, or made available to, Buyer complete copies (or written summaries of oral contracts) of all of the Material Contracts and all amendments and modifications thereto, if any. Substantially all of the Subscriber Contracts executed originally by Seller contain terms and conditions which are standard within the electronic security industry, including those involving limitation of liability, third-party indemnification, three-day right of rescission and other applicable "cooling off" periods under applicable federal consumer protection laws, automatic renewals and the right to increase Subscriber rates. To Seller's knowledge, the Subscriber Contracts are valid, binding and in full force and effect and enforceable except as such enforceability may be limited by bankruptcy, insolvency, or similar laws affecting creditors' rights generally. Seller is not a party to nor are any of the Assets bound by, any agreement or contract that would have a Material Adverse Effect. Substantially all contracts between Seller and any of its alarm dealers and Persons for which Seller provides third party monitoring are substantially in the forms of agreements previously delivered by Seller to Buyer.

Contracts and Arrangements. (a) Schedule 3.9 5.11 hereto contains true and -------------------------- ------------- complete lists of the Contracts following contracts (written or oral) included in the Argyle TV Stations Assets, other than Subscriber Contracts, which fall within any or all of the following categories: (a) All contracts for the purchase of Subscriber Contracts, including the indemnitees and non-competition agreements from the sellers thereof involving annual QRR of more than $10,000; (b) All third party monitoring contracts and alarm dealer contracts; (c) All written or oral contracts or customer purchase orders for alarm accounts which have not been completely installed and are not being monitored as to the Closing Date ("Work in Progress") involving consideration of more than $25,000 for installation of 10,000 (the alarm system;"Material Argyle TV Stations Contracts"): (di) All employment contracts and change of control Any television network affiliation agreements; (eii) All leases Except for contracts that expire or are terminable without penalty with thirty (30) days notice after the Closing Date, contracts evidencing time sales to advertisers or advertising agencies; (iii) Any trade or barter agreements; (iv) Sales agency or advertising representation contracts which are not terminable by Argyle without penalty upon notice of thirty (30) days or less; (v) Contracts for the future construction or purchase of capital improvements, purchase of materials, supplies or equipment, or for the sale of assets (other than broadcast time); (vi) Employment contracts or consulting contracts not terminable by Argyle without penalty upon notice of thirty (30) days or less; (vii) Licenses or agreements under which Argyle is authorized to broadcast on the Argyle TV Stations programming supplied by others; (viii) Leases of real property including renewal options executed exercisable by any other party thereto, ending more than thirty (30) days after the date of this Agreement; (fix) All leases Leases of personal property which have a term, including renewal options exercisable by any other party thereto, ending more than six months thirty (30) days after the date of this Agreement; 14and (gx) All contracts Any other contract or leases lease not made in the usual and ordinary course of business and or not terminable by Seller Argyle without liability upon not more than 30 thirty (30) days' written notice; and. (hb) All agreements and contracts pursuant to Schedule 5.11 specifies those Material Argyle TV Stations Contracts ------------- the assignment of which Seller acquires Inventory on requires the consent of a consignment basis. Contracts which are material to the Business are designated as Material Contracts on Schedule 3.9 ("Material Contracts")third party. Provided that any requisite consent to the assignment of Material Argyle TV Stations Contracts to Buyer Gannett is obtained, to Seller's knowledge, each of the agreements, contracts and leases which is assigned to and assumed by Buyer Gannett on the Closing Date is valid and binding and in full force and effect. There . (c) Subject to Argyle's obtaining all necessary third-party consents, each Argyle Party has been no material modification or amendment full legal power and authority to assign its respective rights under the Material Argyle TV Stations Contracts to Gannett in accordance with this Agreement, and such assignment shall not affect the validity, enforceability and continuity of any of the Material Contracts other than as disclosed on Schedule 3.9Argyle TV Stations Contracts. To Seller's knowledge, there There is no existing default, event of default or other event under any such Contracts Material Argyle TV Stations Contract or under any contracts being assumed by Gannett hereunder which defaults in the aggregate would exceed $50,000, which, with or without notice or lapse of time or both, would would, in reasonable likelihood, constitute a default or an event of default under any such contract contracts, and which defaults Argyle has not received or events in given any notice of default under any such contracts. Concurrent with the aggregate would result in a Material Adverse Effect. Seller has provideddelivery of Schedule 5.11, or made available to, Buyer Argyle will ------------- provide Gannett with complete copies (or written summaries of oral contracts) of all of the Material Argyle TV Stations Contracts and all amendments and modifications theretoand, if any. Substantially all to the best of the Subscriber Contracts executed originally by Seller contain terms and conditions which are standard within the electronic security industry, including those involving limitation of liability, third-party indemnification, three-day right of rescission and other applicable "cooling off" periods under applicable federal consumer protection laws, automatic renewals and the right to increase Subscriber rates. To SellerArgyle's knowledge, the Subscriber Contracts are valid, binding and in full force and effect and enforceable except as such enforceability may be limited by bankruptcy, insolvency, or similar laws affecting creditors' rights generally. Seller is not a party to nor are any all other written contracts of the Assets bound by, any agreement or contract that would have a Material Adverse Effect. Substantially all contracts between Seller and any of its alarm dealers and Persons for which Seller provides third party monitoring are substantially in the forms of agreements previously delivered by Seller to BuyerArgyle TV Stations.

Contracts and Arrangements. (a) Schedule 3.9 6.11 hereto contains true -------------------------- ------------- and complete lists of the Contracts following contracts (written or oral) included in the Assets, other than Subscriber Contracts, which fall within any or all of the following categories: (a) All contracts for the purchase of Subscriber Contracts, including the indemnitees and non-competition agreements from the sellers thereof Gannett TV Stations Assets involving annual QRR of more than $10,000; (b) All third party monitoring contracts and alarm dealer contracts; (c) All written or oral contracts or customer purchase orders for alarm accounts which have not been completely installed and are not being monitored as to the Closing Date ("Work in Progress") involving consideration of more than $25,000 for installation of 10,000 (the alarm system;"Material Gannett TV Stations Contracts"): (di) All employment contracts and change of control Any television network affiliation agreements; (eii) All leases Except for contracts that expire or are terminable without penalty with thirty (30) days notice after the Closing Date, contracts evidencing time sales to advertisers or advertising agencies; (iii) Any trade or barter agreements; (iv) Sales agency or advertising representation contracts which are not terminable by Gannett without penalty upon notice of thirty (30) days or less; (v) Contracts for the future construction or purchase of capital improvements, purchase of materials, supplies or equipment, or for the sale of assets (other than broadcast time); (vi) Employment contracts or consulting contracts not terminable by Gannett without penalty upon notice of thirty (30) days or less; (vii) Licenses or agreements under which Gannett is authorized to broadcast on the Gannett TV Stations programming supplied by others; (viii) Leases of real property including renewal options executed exercisable by any other party thereto, ending more than thirty (30) days after the date of this Agreement; (fix) All leases Leases of personal property which have a term, including renewal options exercisable by any other party thereto, ending more than six months thirty (30) days after the date of this Agreement; 14and (gx) All contracts Any other contract or leases lease not made in the usual and ordinary course of business and business, or not terminable by Seller Gannett without liability upon not more than 30 thirty (30) days' written notice; and. (hb) All agreements and contracts pursuant to Schedule 6.11 specifies those Material Gannett TV Stations ------------- Contracts the assignment of which Seller acquires Inventory on requires the consent of a consignment basis. Contracts which are material to the Business are designated as Material Contracts on Schedule 3.9 ("Material Contracts")third party. Provided that any requisite consent to the assignment of the Material Gannett TV Stations Contracts to Buyer Argyle is obtained, to Seller's knowledge, each of the agreements, contracts and leases which is assigned to and assumed by Buyer Argyle on the Closing Date is valid and binding and in full force and effect. There . (c) Subject to Gannett's obtaining all necessary third-party consents, each Gannett Party has been no material modification or amendment full legal power and authority to assign its respective rights under the Material Gannett TV Stations Contracts to Argyle in accordance with this Agreement, and such assignment shall not affect the validity, enforceability and continuity of any of the Material Contracts other than as disclosed on Schedule 3.9Gannett TV Stations Contracts. To Seller's knowledge, there There is no existing default, event of default or other event under any such Contracts Material Gannett TV Stations Contract or under any contracts being assumed by Argyle hereunder which defaults in the aggregate would exceed $50,000, which, with or without notice or lapse of time or both, would would, in reasonable likelihood, constitute a default or an event of default, under any such contracts, and Gannett has not received or given any notice of default under any such contract and which defaults or events in contracts. Concurrent with the aggregate would result in a Material Adverse Effect. Seller has provideddelivery of Schedule 6.11, or made available to, Buyer ------------- Gannett will provide Argyle with complete copies (or written summaries of oral contracts) of all of the Material Gannett TV Stations Contracts and all amendments and modifications theretoand, if any. Substantially all to the best of the Subscriber Contracts executed originally by Seller contain terms and conditions which are standard within the electronic security industry, including those involving limitation of liability, third-party indemnification, three-day right of rescission and other applicable "cooling off" periods under applicable federal consumer protection laws, automatic renewals and the right to increase Subscriber rates. To SellerGannett's knowledge, the Subscriber Contracts are valid, binding and in full force and effect and enforceable except as such enforceability may be limited by bankruptcy, insolvency, or similar laws affecting creditors' rights generally. Seller is not a party to nor are any all other written contracts of the Assets bound by, any agreement or contract that would have a Material Adverse Effect. Substantially all contracts between Seller and any of its alarm dealers and Persons for which Seller provides third party monitoring are substantially in the forms of agreements previously delivered by Seller to BuyerGannett TV Stations.

Contracts and Arrangements. (a) Schedule 3.9 5.9(a) hereto contains true and complete lists of the all Federated Contracts (written or oral) included in the Federated Assets, except for those contracts (other than Subscriber leases of real property) involving annual consideration of less than $10,000 or which are terminable by the Gannett Companies without penalty or other financial obligation upon notice of thirty (30) days or less, including, but not limited to the following Federated Contracts, : (i) barter or trade contracts; (ii) sales agency or advertising representation contracts; (iii) contracts for future construction or purchase of capital improvements or equipment; (iv) license agreements (other than licenses for “off-the-shelf” third party application software) and any agreements under which fall within any or all Federated Newspaper is authorized to publish materials supplied by others in future issues of the following categories: newspaper; (av) All leases of real property and personal property; (vi) printing contracts; (vii) supply agreements (including contracts for the purchase supply of Subscriber Contractsnewsprint); (viii) franchises, including joint venture and partnership agreements; (ix) collective bargaining agreements, employment agreements and any contract or other arrangement relating to any Federated Newspaper between Federated and any current or former director or officer or affiliate of Federated; (x) any contract relating to any Federated Newspaper which limits its freedom to engage in any line of business or to compete with any other person; (xi) any contract relating to any Federated Newspaper that has a change of control, due on sale or similar provision; and (xii) any other contract, agreement or commitment not entered into in the indemnitees and non-competition agreements from the sellers thereof involving annual QRR ordinary course of more than $10,000;business. (b) All third party monitoring contracts and alarm dealer contracts; (c) All written or oral contracts or customer purchase orders for alarm accounts which have not been completely installed and are not being monitored as Subject to the Closing Date ("Work in Progress") involving consideration of more than $25,000 for installation of the alarm system; (d) All employment contracts and change of control agreements; (e) All leases of real property including renewal options executed by any other party thereto; (f) All leases of personal property which have a termSection 12.8 hereof, including renewal options exercisable by any other party thereto, ending more than six months after the date of this Agreement; 14 (g) All contracts or leases not made in the usual and ordinary course of business and not terminable by Seller without liability upon not more than 30 days' written notice; and (h) All agreements and contracts pursuant to which Seller acquires Inventory on a consignment basis. Contracts which are material to the Business are designated as Material Contracts on Schedule 3.9 ("Material Contracts"). Provided provided that any requisite consent to the assignment of Material the Federated Contracts to Buyer TDI is obtained, to Seller's knowledge, each of the agreements, contracts and leases Federated Contracts which is assigned to and assumed by Buyer TDI on the Closing Date is valid and binding and in full force and effect. There . (c) Subject to Federated obtaining all necessary third-party consents, Federated has been no material modification or amendment full legal power and authority to assign its rights under the Federated Contracts to TDI in accordance with this Agreement, and such assignment shall not affect the validity, enforceability and continuity of any of the Material Contracts Federated Contracts. Neither Federated, nor to its knowledge any other than as disclosed on Schedule 3.9. To Seller's knowledgeparty, there is no existing default, has defaulted or caused an event of default or other event under such Contracts which, which with or without notice or lapse of time or both, would would, in reasonable likelihood, constitute a default or an event of default default, under any such contract and Federated Contract, which defaults or events of default in the aggregate would exceed $100,000 and/or could reasonably be expected to result in an eviction under a Material Adverse Effectlease of real property. Seller Federated has provided, or made available to, Buyer provided the KRI Companies with complete copies (or written summaries of oral contracts) of all of the Material Contracts and all amendments and modifications thereto, if any. Substantially all of the Subscriber Contracts executed originally by Seller contain terms and conditions which are standard within the electronic security industry, including those involving limitation of liability, third-party indemnification, three-day right of rescission and other applicable "cooling off" periods under applicable federal consumer protection laws, automatic renewals and the right to increase Subscriber rates. To Seller's knowledge, the Subscriber Contracts are valid, binding and in full force and effect and enforceable except as such enforceability may be limited by bankruptcy, insolvency, or similar laws affecting creditors' rights generally. Seller is not a party to nor are any of the Assets bound by, any agreement or contract that would have a Material Adverse Effect. Substantially all contracts between Seller and any of its alarm dealers and Persons for which Seller provides third party monitoring are substantially in the forms of agreements previously delivered by Seller to BuyerFederated Contracts.