No Plan Assets. Each of the following representations is true, correct and complete with respect to [[Borrower:Organization]], any SPE Party and Guarantor: it does not sponsor, is not obligated to contribute to, and is not itself an “employee benefit plan”, as defined in [Section 3(3)] of ERISA, subject to Title I of ERISA or Section 4975 of the IRS Code, and none of the assets of such Person constitutes or will constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101. In addition, # such Person is not a “governmental plan” within the meaning of [Section 3(32)] of ERISA and # transactions by or with such Person are not subject to any state or other statute, regulation or other restriction regulating investments of, or fiduciary obligations with respect to, governmental plans within the meaning of [Section 3(32)] of ERISA which is similar to the provisions of [Section 406] of ERISA or Section 4975 of the IRS Code and which prohibit or otherwise restrict the transactions contemplated by this Agreement including, but not limited to, the exercise by [[Lender:Organization]] of any of its rights under the Loan Documents.

None of the Borrowers sponsors, is obligated to contribute to, or is itself an “employee benefit plan,” as defined in [Section 3(3)] of ERISA, subject to Title I of ERISA, and none of the assets of any Borrower constitutes or will constitute, during the term of the Loan, “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101, as modified by [Section 3(42)] of ERISA. In addition, none of the Borrowers is a “governmental plan” within the meaning of [Section 3(32)] of ERISA.

Plan Assets. [[Organization C:Organization]] is not an employee benefit plan as defined in Section 3 of Title I of ERISA, or a plan described in Section 4975(e)(1) of the Code, and the Purchased Assets are not “plan assets” within the meaning of 29 CFR §2510.3-101, as modified by [Section 3(42)] of ERISA, in [[Organization C:Organization]]’s hands and transactions by or with [[Organization C:Organization]] are not subject to any foreign state or local statute regulating investments of, or fiduciary obligations with respect to, governmental plans within the meaning of [Section 3(32)] of ERISA or church plans within the meaning of [Section 3(33)] of ERISA.

Plan Assets. Each Lender as of the Closing Date represents and warrants as of the Closing Date to the Administrative Agent and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, for the benefit of the Borrower, that such Lender is not and will not be # an employee benefit plan subject to Title I of ERISA, # a plan or account subject to Section 4975 of the Code; # an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Code; or # a “governmental plan” within the meaning of ERISA.

Plan Assets; Prohibited Transactions. None of the Borrowers is an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. § 2510.3-101, as modified by [Section 3(42)] of ERISA, of an employee benefit plan (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA or any plan (within the meaning of Section 4975 of the Code). The Company and its Subsidiaries have not engaged in any prohibited transaction within the meaning of [Section 406] of ERISA or Section 4975 of the Code which could reasonably be expected to result in liability, individually or in the aggregate, having a Material Adverse Effect; and neither the execution of this Agreement nor the making of Loans (assuming that the Lenders do not fund any of the Loans with any “plan assets” as defined under ERISA) hereunder give rise to a non-exempt prohibited transaction within the meaning of [Section 406] of ERISA or Section 4975 of the Code.

Assets. Except for those to be transferred to or replaced by the LP, the LLC or Sinclair as contemplated by the terms of this Agreement, including certain Contracts, digital arrangements and IT systems, and employee matters, as set forth in Article 4 hereof, and except for those used to provide administrative, accounting, legal, HR, IT, engineering and other back office and management services from locations other than Austin, Texas, Emmis does not own material assets that are used in the operation of the Stations.

No Other Assets Transferred No assets other than the Assets specified in Section 2.1 and/or specifically identified in an Exhibit to this Agreement, are to be sold and transferred by Seller and purchased and received by Buyer.

No Transfer of Assets. Guarantor shall not transfer, reinvest or otherwise dispose of its assets in a manner or to an extent that would or might impair Guarantor’s ability to perform its obligations under this Guaranty.

Excluded Assets. Notwithstanding anything to the contrary contained in Section 1.1 or elsewhere in this Agreement, the following (collectively, the “Excluded Assets”) shall not be part of the sale and purchase contemplated hereunder:

Excluded Assets. Except for the TFF Assets, the Company shall not acquire, and the Contributor shall retain, all remaining assets of the Contributor.