or obligations under or by reason of this Agreement; provided, however, that
Buyer may assign all or part of its rights, interests or obligations hereunder
to one or more Affiliates without the prior written consent of Sellers if such
assignment would not delay Closing or delay obtaining any Required Consent or
require additional consents, provided that notwithstanding any such assignment
Buyer guarantee the performance of all obligations hereunder. No assignment
shall delay the filing of FCC Forms 394 or any filings under the HSR Act.
SECTION 12.6 HEADINGS, SCHEDULES, AND EXHIBITS.
The section and other headings contained in this Agreement are for
reference purposes only and will not affect the meaning or interpretation of
this Agreement. Reference to schedules and exhibits shall, unless otherwise
indicated, refer to the schedules or exhibits attached to this Agreement, which
shall be incorporated in and constitute a part of this Agreement by such
SECTION 12.7 NON-RECOURSE.
No Owner, and no employee, partner, member, officer, director, manager
or shareholder of any of Sellers or Buyer shall have any liability hereunder.
SECTION 12.8 COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of
which, when executed, shall be deemed to be an original and all of which
together will be deemed to be one and the same instrument.
SECTION 12.9 DISCLAIMER OF WARRANTY.
Sellers shall not be liable for or bound in any manner by any express
or implied, oral or written information, warranty, guaranty, promise, statement,
inducement or representation pertaining to the Ownership Interests, the
Controlled Entities, the Assets, the Systems or the Business (including
projections as to income from and expense of any System, or the uses which can
be made of, or the value, prospects or profitability of such System), except as
is expressly set forth in this Agreement and the Schedules attached to this
SECTION 12.10 PUBLICITY.
Sellers and Buyer shall consult with and cooperate with the other with
respect to the content and timing of all press releases and other public
announcements, and any oral