ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this "Agreement " ), made as of the 12th day of December, 2006, is by and between AM Radio 790, Inc., a Utah corporation ("Seller") and KDWN License Limited Partnership, a Delaware limited partnership ("KDWN"), and Beasley FM Acquisition Corp., a Delaware corporation ("BFMA," together, KDWN and BFMA are "Buyer " ).

RECITALS

WHEREAS , Seller holds a construction permit (FCC File No. BNP-20011010ABN and an application for modification thereto, FCC File No. BMP-20061101AEG, together, the "Permit") issued by the Federal Communications Commission (" FCC ") for radio broadcast station KBET(AM), 790 kHz, Winchester, Nevada, FCC Facility ID No. 136292 (the "Station " ); and

WHEREAS , Seller has filed an application with the FCC requesting a license to cover the Permit (FCC File No. BL-20060714ACX, the "License Application") and has received program test authority (FCC File No. BPTA-20060711ADI) to operate the Station pending a grant of the License Application and the issuance of a license to cover the Permit (the "License"); and

WHEREAS , Seller and Beasley Broadcasting of Nevada, LLC ("Beasley Nevada"), an affiliate of Buyer, have previously entered into an option agreement (the "Option Agreement"), dated as of August 22, 2005, pursuant to which Beasley Nevada paid Fifty Thousand Dollars ($50,000) to Seller for Beasley Nevada’s right to purchase the Station (the "Option Payment"); and

WHEREAS , Seller desires to sell and assign and Buyer desires to acquire and assume all of the assets used or useful in connection with the operation of the Station, including but not limited to the License when issued, whether existing on the date hereof or acquired hereafter, on the terms and subject to the conditions set forth in this Agreement.

NOW , THEREFORE , for good and valuable consideration, the parties agree as follows:

ARTICLE 1

ASSETS TO BE CONVEYED

1.1.   Closing . Subject to Section 17.1 hereof and except as otherwise mutually agreed upon by Seller and Buyer, the closing of this transaction (the " Closing " ) shall take place on a date agreed upon by Buyer and Seller within five (5) business days after all of the conditions specified in Sections 11.2 and 12.2 hereof have been fulfilled (or waived by the party entitled to waive such condition). The Closing shall be held at 10:00 a.m. local Washington D.C. time at the offices of Leventhal Senter & Lerman PLLC ( " LS&L " ), or at such other place and time as the parties may otherwise agree.

1.2.   Station Assets . At the Closing, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase from Seller, certain of the assets used in connection with the business and operation of the Station, including but not limited to the following assets:

(a)   Seller’s rights in and to the Permit and License, and all other authorizations issued to Seller by any governmental authority and used in the conduct of the business and operation of the Station, including those listed in Schedule 1.2(a) , together with any additions thereto (including renewals or modifications of such licenses, permits and authorizations and applications therefor) between the date hereof and the Closing Date and all of Seller’s rights in and to the call letters "KBET";

(b)   Seller’s right and interest in and to the licensed real property used as the tower and transmitter sites of the Station, including the tower site License for the Station, and the real property listed in Schedule 1.2(b) , and any amendments thereto made between the date of execution of this Agreement and the Closing Date that Buyer expressly approves in writing to assume, including but not limited to any easements, rights of ingress and egress, and rights of way associated therewith, and the buildings, towers, and fixtures located thereon (the "Real Property");

(c)   all equipment and supplies, inventory, spare parts, and other tangible personal property of every kind and description to be owned by Seller and used or useful in the conduct of the business and operation of the Station, including but not limited to that which is listed in Schedule 1.2(c) , together with any replacements thereof and additions made thereto (the "Personal Property");

(d)   subject to the provisions of Article 3 hereof, all of Seller’s rights under and interest in the Contracts listed in Schedule 1.2(d) hereto, together with all of Seller’s rights under and interest in all Contracts entered into or acquired by Seller between the date hereof and the Closing Date that Buyer expressly agrees in writing to assume (the "Assumed Contracts");

(e)   all of Seller’s rights in and to any and all registered and unregistered trademarks, trade names, service marks, franchises, copyrights, including registrations and applications for registration of any of them, jingles, logos, slogans, licenses, patents, Internet domain names, Internet URLs, Internet web sites, content and databases, FCC authorizations and privileges, and other intangible property rights and interests applied for, issued to or owned by Seller for use in the conduct of the business and operation of the Station, including those listed in Schedule 1.2(e) , and including the call letters "KBET," together with any additions thereto between the date hereof and the Closing Date (the " Intellectual Property " );

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(f)   all files, records, books of account, and logs relating to the Station, including, without limitation, the Station’s public inspection files, filings with the FCC related to the Station, invoices, statements, technical information and engineering data relating to the Station, filings with the FCC and copies of all written Contracts to be assigned hereunder;

(g)   all rights under manufacturers’ and vendors’ warranties as exist at Closing and which relate to any of the Station Assets, as defined herein; and

(h)   all computer software and programs used or held for use in the operation of the Station.

The assets to be transferred to Buyer hereunder are hereinafter collectively referred to as the "Station Assets." The Station Assets shall be transferred to Buyer free and clear of any debts, Liens, or encumbrances of any kind or nature.

1.3.   Excluded Assets . The Station Assets shall not include the following (the "Excluded Assets " ):

(a)   Seller’s books and records pertaining to the organization, existence or capitalization of Seller, and duplicate copies of such records as are necessary to enable Seller to file tax returns and reports;

(b)   any cash, cash equivalents, or similar type investments of Seller, such as certificates of deposit, treasury bills, and other marketable securities on hand and/or in banks; and

(c)   any insurance policies, except for any rights that may be assigned pursuant to Article 20 hereof.

ARTICLE 2

PURCHASE PRICE

2.1.   Purchase Price . The total consideration to be paid by Buyer for the Station Assets shall be Two Million Five Hundred Thousand Dollars ($2,500,000), (the " Purchase Price " ), subject to upward or downward adjustment, as the case may be, on and after the Closing Date, pursuant to Article 5.

2.2.   Payment of Purchase Price.  

(a)   Beasley Nevada has previously paid to John Pierce & Co., LLC, as Escrow Agent, $200,000.00 (the "Escrow Deposit"). Upon the filing of the FCC Application, as defined below, Buyer shall pay to Seller an additional $500,000 by wire transfer of immediately available federal funds (the "First Additional Deposit"). The First Additional Deposit shall be used solely to repay debt owing by Seller to U.S. Capital, Inc., except as may be permitted by U.S. Capital. Schedule 2.2 hereto lists all of the current outstanding obligations of Seller to U.S. Capital, Inc. Upon the grant of the License, Buyer shall pay to Seller additional $500,000 by wire transfer of immediately available federal funds (the "Second Additional Deposit"). The First Additional Deposit and the Second Additional Deposit shall be secured by a security interest senior to all other liens and claims in the Station Assets, except for the liens and claims of U.S. Capital, Inc., including but not limited to the proceeds from any sale thereof, including any sale of the Permit or the License, such security interest to be evidenced by a Security Agreement in the form of Exhibit A attached hereto and incorporated by reference. Prior to payment by Buyer of the First Additional Deposit, Seller shall execute and deliver to Buyer one or more UCC-1 financing statements as may be necessary to perfect the security interests of Buyer in the collateral.

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(b)   At the Closing, the parties shall jointly instruct the Escrow Agent to pay the Escrow Deposit to Seller, and the interest accrued thereon to Buyer. Buyer shall receive a credit towards payment of the Purchase Price in the amount of the Escrow Deposit paid to Seller. In addition, at the Closing, Buyer shall receive a credit towards payment of the Purchase Price in the amount of the $50,000 Option Payment paid by Beasley Nevada to Seller, the First Additional Deposit, and the Second Additional Deposit.

(c)   Beasley Nevada has provided a loan of $190,000 to Paragon Communications and Advertising, Inc. (" Paragon ") as evidenced by a Promissory Note dated May 11, 2006. At the Closing, Buyer shall cause Beasley Nevada to cancel the Promissory Note, and to release Paragon from its indebtedness under the Promissory Note, and Buyer shall be credited $190,000, plus all interest accrued on the Promissory Note, towards payment of the Purchase Price.

(d)   At the Closing, Buyer shall pay to Seller, or as Seller otherwise designates in writing, the balance of the Purchase Price by wire transfer of immediately available funds pursuant to wire transfer instructions provided by Seller.

ARTICLE 3

ASSUMPTION OF OBLIGATIONS

3.1.   Assumption of Obligations . Subject to the provisions of this Article 3 and of Article 5 of this Agreement, at the Closing Buyer shall assume and undertake to pay, satisfy or discharge the liabilities, obligations and commitments of Seller under the Station Assets to the extent that either (i) the obligations and liabilities relate to the period after the Effective Time and arise out of events related to Buyer’s ownership of the Station Assets or Buyer’s operation of the Station on or after the Effective Time or (ii) the Purchase Price was reduced pursuant to Article 5 as a result of the proration or adjustment of such obligations and liabilities.

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3.2.   Limitation . Except as set forth in Section 3.1 hereof, Buyer expressly does not, and shall not, assume or be deemed to assume, under this Agreement or otherwise by reason of the transactions contemplated hereby, any liabilities, obligations or commitments of Seller of any nature whatsoever and Seller shall at all times indemnify and hold Buyer harmless from and against any claim or liability arising therefrom. Seller shall discharge all liabilities in a timely manner as they become due and payable. Any liabilities that exist or may arise that create any Liens of any kind against any of the Station Assets shall be fully paid by Seller prior to or at Closing and Seller shall cause the Station Assets to be fully released from all such claims.

ARTICLE 4

REQUIRED CONSENTS

4.1.   FCC Application . The assignment of the License as contemplated by this Agreement is subject to the prior consent and approval of the FCC. No later than two (2) business days after the date that the parties execute this Agreement, Buyer and Seller shall file the FCC Application. Seller and Buyer shall thereafter prosecute the FCC Application with all reasonable diligence and otherwise use their best efforts to obtain the grant of the FCC Application as expeditiously as practicable. If reconsideration or judicial review is sought with respect to the FCC Consent, the party affected shall vigorously oppose such efforts for reconsideration or judicial review; provided, however, that nothing herein shall be construed to limit either party’s right to terminate this Agreement pursuant to Article 17 hereof.

4.2.   Other Governmental Consents . Promptly after the date of this Agreement, the parties shall prepare and file with the appropriate governmental authorities any other requests for approval or waiver that are required from such governmental authorities in connection with the transactions contemplated hereby, and shall diligently and expeditiously prosecute, and shall cooperate fully with each other in the prosecution of, such requests for approval or waiver and all proceedings necessary to secure such approvals and waivers.

ARTICLE 5

PRORATIONS AND ALLOCATION

5.1.   Proration of Expenses . All revenues and expenses arising from the conduct of the business and operation of the Station, including expenses under the Assumed Contracts, and similar prepaid and deferred items, shall be prorated between Buyer and Seller as of the Effective Time. Such prorations shall be based upon the principle that Seller shall be responsible for all liabilities and obligations incurred or accruing in connection with the operation of the Station until the Effective Time, and Buyer shall be responsible for such liabilities and obligations incurred by Buyer thereafter. Such prorations shall include, without limitation, all ad valorem, real estate and other property taxes, business and license fees, FCC regulatory fees, utility expenses, liabilities and obligations under the Assumed Contracts, rents and similar prepaid and deferred items, except taxes arising by reason of the transfer of the Station Assets as contemplated hereby, which shall be paid in accordance with Section 14.2. To the extent not known, real estate taxes shall be apportioned on the basis of taxes assessed for the preceding year, with a reapportionment as soon as the new tax rate and valuation can be ascertained. Notwithstanding the foregoing, there shall be no adjustment for, and Seller shall remain solely liable with respect to any obligations or liabilities not being assumed by Buyer in accordance with Article 3 hereof.

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5.2.   Payment of Proration Items . Three (3) business days prior to Closing, Seller shall deliver to Buyer a preliminary list of all items to be prorated pursuant to Section 5.1 (the " Preliminary Proration Schedule" ), and, to the extent feasible, such prorations shall be credited against or added to the Purchase Price at Closing. In the event Buyer and Seller do not reach a final agreement on such prorations and adjustments at Closing, Seller shall deliver to Buyer a schedule of its proposed prorations and adjustments (the " Proration Schedule" ) no later than forty-five (45) days after the Closing Date. The Proration Schedule shall be conclusive and binding upon Buyer unless Buyer provides Seller with written notice of objection (the " Notice of Disagreement" ) within ten (10) business days after Buyer’s receipt of the Proration Schedule, which notice shall state the prorations of expenses proposed by Buyer (the " Buyer’s Proration Amount" ). Seller shall have ten (10) business days from receipt of a Notice of Disagreement to accept or reject Buyer’s Proration Amount. If Seller rejects Buyer’s Proration Amount, and the amount in dispute exceeds $5,000, the dispute shall be submitted within ten (10) days to an accounting firm, mutually agreeable to the parties, that is unaffiliated with either party (the " Referee" ) for resolution, such resolution to be made within twenty (20) days after submission to the Referee and to be final, conclusive and binding on Seller and Buyer. Buyer and Seller agree to share equally the cost and expenses of the Referee, but each party shall bear its own legal and other expenses, if any. If the amount in dispute is equal to or less than $5,000, such amount shall be divided equally between Buyer and Seller. Payment by Buyer or Seller, as the case may be, of the proration amounts determined pursuant to this Section 5.2 shall be due five (5) business days after the last to occur of (i) Buyer’s acceptance of the Proration Schedule or Buyer’s failure to give Seller a timely Notice of Disagreement; (ii) Seller’s acceptance of Buyer’s Proration Amount or failure to reject Buyer’s Proration Amount within ten (10) days after receipt of a Notice of Disagreement; (iii) Seller’s rejection of Buyer’s Proration Amount in the event the amount in dispute equals or is less than $5,000; and (iv) notice to Seller and Buyer of the resolution of the disputed amount by the Referee in the event that the amount in dispute exceeds $5,000. Any payment required by Seller to Buyer or by Buyer to Seller, as the case may be, under this Section 5.2 shall be paid by check or wire transfer of immediately available federal funds to the account of the payee with a financial institution in the United States as designated by Seller in the Proration Schedule or by Buyer in the Notice of Disagreement (or by separate notice in the event that Buyer does not send a Notice of Disagreement). If either Buyer or Seller fails to pay when due any amount under this Section 5.2, interest on such amount will accrue from the date payment was due to the date such payment is made at a per annum rate equal to the Prime Rate plus two percent (2%), and such interest shall be payable upon demand.

5.3.   Allocation . Buyer and Seller shall use reasonable efforts to agree to an allocation of the Purchase Price pursuant to the requirements of Section 1060 of the Internal Revenue Code of 1986 within 30 days after the Closing Date. The parties also agree to use such Purchase Price allocation in completing and filing Internal Revenue Code Form 8594 for federal income tax purposes.

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ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

6.1.   Organization and Standing . KWDN is a limited liability company___ organized, validly existing and in good standing under the laws of the State of Delaware and is qualified, or as of the Closing will be qualified, to do business in the State of Nevada. BFMA is a corporation organized, validly existing and in good standing under the laws of the State of Delaware and is qualified, or as of the Closing will be qualified, to do business in the State of Nevada.

6.2.   Authorization and Binding Obligation . Buyer each have all necessary power and authority to enter into and perform under this Agreement and the transactions contemplated hereby, and Buyer’s execution, delivery and performance of this Agreement has been duly and validly authorized by all necessary action on its part. This Agreement has been duly executed and delivered by Buyer and constitutes its valid and binding obligation, enforceable in accordance with its terms, except as limited by laws affecting creditors’ rights or equitable principles generally.

6.3.   Absence of Conflicting Agreements or Required Consents . Except as set forth in Article 4 with respect to FCC and other governmental consents, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by Buyer: (a) do and will not require the consent of any third party; (b) do and will not violate any provisions of Buyer’s organizational documents; (c) do and will not violate any applicable law, judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority to which Buyer is a party; and (d) do and will not, either alone or with the giving of notice or the passage of time, or both, conflict with, constitute grounds for termination of or result in a breach of the terms, conditions or provisions of, or constitute a default under any agreement, instrument, license or FCC authorization to which Buyer is now subject.

6.4.   Absence of Litigation . There is no claim, litigation, proceeding or investigation pending or, to the best of Buyer’s knowledge, threatened against Buyer which seeks to enjoin or prohibit, or which otherwise questions the validity of, any action taken or to be taken in connection with this Agreement.

6.5.   Bankruptcy . No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, affecting Buyer, are pending or, to the best of Buyer’s knowledge, threatened, and Buyer has not made any assignment for the benefit of creditors or taken any action which would constitute the basis for the institution of such insolvency proceedings.

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ARTICLE 7

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as follows:

7.1.   Organization and Standing . Seller is a corporation duly formed, validly existing and in good standing under the laws of the State of Utah, and has all necessary power and authority to own, lease and operate the Station Assets between the date hereof and the Closing Date.

7.2.   Authorization and Binding Obligation . Seller has all necessary power and authority to enter into and perform this Agreement and the transactions contemplated hereby, and Seller’s execution, delivery and performance of this Agreement has been duly and validly authorized by all necessary action on its part. This Agreement has been duly executed and delivered by Seller and constitutes its valid and binding obligation, enforceable in accordance with its terms, except as limited by laws affecting the enforcement of creditors’ rights or equitable principles generally.

7.3.   Absence of Conflicting Agreements or Required Consents . Except as set forth in Article 4 with respect to FCC and other governmental consents and/or as disclosed on Schedule 1.2(d) , the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by Seller (a) do not and will not require the consent of any third party; (b) do not and will not violate any provisions of Seller’s organizational documents; (c) do not and will not violate any applicable law, judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority to which Seller is a party or by which it or the Station Assets are bound; (d) do not and will not, either alone or with the giving of notice or the passage of time, or both, conflict with, constitute grounds for termination of or result in a breach of the terms, conditions or provisions of, or constitute a default under any lease, contract, agreement, instrument, license or permit to which either Seller or the Station Assets are now subject; and (e) do not and will not result in the creation of any lien, charge or encumbrance on any of the Station Assets.

7.4.   FCC Authorizations .

(a)   Schedule 1.2(a) contains a true and complete list of the licenses and permits issued in connection with the Station, including their expiration dates. Seller has delivered to Buyer true and complete copies of such licenses and permits. The licenses, permits and authorizations listed in Schedule 1.2(a) are validly held (or when issued, will be validly held) by Seller, and are in full force and effect. There are no applications pending before the FCC relating to the Station, except as listed on Schedule 1.2(a) .

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(b)   There are no applications, complaints or proceedings pending or, to the best of Seller’s knowledge, threatened before the FCC that may result in the revocation, materially adverse modification, or suspension of the FCC authorizations associated with the Station, or the imposition of any fines, forfeitures, or other administrative actions with respect to the Station other than proceedings affecting the broadcasting industry generally.

(c)   There are no facts which, under the Communications Act of 1934, as amended, or the existing rules and regulations of the FCC, would disqualify Seller as the assignor of the License, when issued.

7.5.   Title to and Condition of Real Property .

(a)   Schedule 1.2(b) contains descriptions of all of Seller’s interests, including licensed interests, easements and rights in and agreements with respect to the Real Property. The Real Property and the use thereof by Seller comply in all respects with all applicable laws, statutes, ordinances, rules and regulations of federal, state and local governmental authorities, including, without limitation, those relating to zoning. All improvements upon the Real Property and the present use thereof at Closing comply or conform in all material respects with all deed restrictions, restrictive covenants, building codes, and federal, state and local laws, regulations and ordinances, and no permits, licenses or certificates pertaining to ownership or operation of the Real Property, other than those that are transferable with the Real Property, are required by any federal, state or local government, agency, board or other governmental authority having jurisdiction over the Real Property. All improvements are in good working condition and repair, insurable at standard rates, and in compliance with the rules and regulations of the FCC, the Federal Aviation Administration and all other applicable federal, state and local statutes, ordinances, rules and regulations. There are no structural, electrical, mechanical, plumbing, air conditioning, heating or other defects in the improvements on the Real Property. All towers located upon the Real Property are structurally sound, comply with current wind-loading requirements and not be in need of repair or maintenance. There are no modifications or improvements to the Real Property required to bring it into compliance with any law, notwithstanding that Seller’s current operations on the Real Property may be grandfathered or otherwise subject to an exception, exemption or waiver. Seller has paid, or shall at or prior to Closing will pay, all amounts owed to any contractor, architect or subcontractor for labor or materials performed, rendered or supplied in connection with the Real Property; and all contributions required to have been paid by a landlord or Seller in connection with the construction of, or modification to, any licensed Real Property have been or will be paid at or prior to Closing.

(b)   Seller has not received any notice of any appropriation, eminent domain proceeding, condemnation or like proceeding, or of any violation of any applicable zoning law, regulation or other law, order, regulation or requirement affecting the Real Property or the improvements thereon, or of the need for any material repair, remedy, construction, alteration or installation with respect to the Real Property or improvements thereon, or any material change in the means or methods of conducting operations thereon.

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(c)   Seller has valid and subsisting licensed interests, insurable at standard rates, to the Real Property, free and clear of all Liens, of any nature whatsoever, and without any reservation or exclusion of any mineral, timber, or other rights or interests, except for liens disclosed on Schedule 1.2(b) .

(d)   All towers, guy anchors, and buildings and other improvements included in the Station Assets shall be located entirely on the Real Property.

(e)   Seller has delivered to Buyer true and complete copies of all deeds, Licenses and easements held by Seller pertaining to the Real Property and copies of all title policies and surveys in its possession pertaining to the Real Property. The Real Property, including the improvements thereon (i) are in good condition and repair, and (ii) are available for immediate use in the conduct of the business and operations of the Station.

(f)   Seller has full legal and practical access to the Real Property, including to the towers located upon the Real Property, and all easements, rights-of-way, and real property licenses included in the Real Property shall have been properly recorded in the appropriate public recording offices.

7.6.   Title to and Condition of Personal Property . Seller is the sole owner of the Personal Property and has good and marketable title to all Personal Property free and clear of all Liens. Seller possesses full right to sell or dispose of the Personal Property as Seller may choose. Following Closing, no other person or entity will have any claim, right, title, or interest in, or Lien against, the Personal Property. All of the items of tangible personal property and facilities included in the Station Assets are in good operating condition and repair (reasonable wear and tear excepted), are be insurable at standard rates, have been properly maintained in accordance with industry standards, are performing satisfactorily and in accordance with standards of good engineering practice, comply in all respects with applicable rules and regulations of the FCC, the terms of the Permit (and, when issued, the License), and with other applicable federal, state and local statutes, ordinances, rules and regulations, and are be available for immediate use in the operation of the Station. Seller has no knowledge of any defect in the condition or operation of any item of Personal Property which is reasonably likely to have a material adverse effect on the operations of the Station. All items of transmitting and studio equipment included in the Personal Property will permit the Station to operate in accordance with the terms of the Permit and, when issued, the License, and the rules and regulations of the FCC, and with all other applicable federal, state and local statutes, ordinances, rules and regulations.

7.7.   Contracts . Seller has delivered to Buyer true and complete copies of all written Assumed Contracts and true and complete memoranda of all oral Assumed Contracts, including any amendments and other modifications to such Assumed Contracts. The Assumed Contracts constitute valid and binding obligations of Seller and, to the best of Seller’s knowledge, of all other parties thereto, and are in full force and effect as of the date hereof. Seller is not in default under any of the Assumed Contracts and, to the best of Seller’s knowledge, the other parties to such Assumed Contracts are not in default thereunder. Seller has not received or given written notice of any default thereunder from or to any of the other parties thereto. Except as disclosed on Schedule 1.2(d) , at Closing Seller has all requisite power and authority to assign its rights under the Assumed Contracts to Buyer in accordance with this Agreement on terms and conditions no less favorable than those in effect on the date hereof, and such assignment will not affect the validity, enforceability or continuity of any such Assumed Contracts.

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7.8.   Intellectual Property . Schedule 1.2(e) lists all Intellectual Property applied for, issued to or owned by Seller for use in the operation of the Station, or under which Seller is licensed or franchised to be assigned hereunder, all of which rights and interests are issued to or owned by Seller, or if licensed or franchised to Seller, are valid and uncontested. Seller has delivered to Buyer copies of all documents, if any, establishing such rights, licenses or other authority. There is no pending or, to the best of Seller’s knowledge, threatened proceeding or litigation affecting or with respect to the Intellectual Property. Seller is not infringing upon or otherwise acting adversely to any trademarks, trade names, service marks, service names, copyrights, patents, patent applications, internet domain names, know-how, methods, or processes owned by any other person or persons, and there is no claim or action pending, or to the knowledge of Seller threatened, with respect thereto. The Intellectual Property listed on Schedule 1.2(e) comprises all material intangible property interests used or held for use in connection with the Station.

7.9.   Taxes . Seller has duly, timely and in the required manner filed all federal, state, local and foreign income, franchise, sales, use, property, excise, and other tax returns and forms required to be filed, and has paid in full or discharged all taxes, assessments, excises, interest, penalties, deficiencies and losses required to be paid. As of the time of filing, such returns were true, complete and correct in all material respects. There are no governmental investigations or other legal, administrative, or tax proceedings pending, or to the best of Seller’s knowledge, threatened pursuant to whic