1.1. Defined Terms. In addition to terms defined elsewhere in this
Agreement, the following terms, when used with initial capital letters (except
to the extent otherwise specified in this Section 1.1), have the respective
meanings ascribed to them in this Section 1.1:
1.1.1. ABC Network Affiliation Agreement. "ABC Network Affiliation
Agreement" has the meaning ascribed to such term in Section 6.7(h).
1.1.2. Affiliate. "Affiliate," when used with reference to a
particular person or entity, means any person or entity that, directly or
through one or more intermediaries, controls, is controlled by or is under
common control with such first person or entity; provided, however, that when
used with reference to Seller, the term "Affiliate" also includes any
stockholder of Seller or any person or entity that, directly or through one or
more intermediaries, controls or is controlled by any stockholder of Seller.
1.1.3. Assumed Balance Sheet Liabilities. "Assumed Balance Sheet
Liabilities" means the Assumed Houston Balance Sheet Liabilities and the
Assumed San Antonio Balance Sheet Liabilities.
1.1.4. Assumed Contracts. "Assumed Contracts" means the Assumed
Houston Contracts and the Assumed San Antonio Contracts.
1.1.5. Assumed Contract Liabilities. "Assumed Contract Liabilities"
means the Assumed Houston Contract Liabilities and the Assumed San Antonio
1.1.6. Assumed Houston Balance Sheet Liabilities. "Assumed Houston
Balance Sheet Liabilities" means all liabilities and obligations of Seller
shown on the Closing Date Balance Sheet in the "KPRC-TV" column as "Film
Contracts Payable," "Deferred Barter Film Revenue," "Deferred Barter Revenue -
Other" and "Vacation Pay," but only to the extent and in the respective amounts
so shown and, in the case of liabilities and obligations so shown as "Vacation
Pay," only insofar as such liabilities and obligations relate to Employees who
are employed by the Houston Purchaser for at least one day following the
1.1.7. Assumed Houston Contract Liabilities. "Assumed Houston
Contract Liabilities" means all liabilities and obligations of Seller arising
under the terms of the Assumed Houston Contracts, but only to the extent such
liabilities and obligations arise, accrue or are otherwise properly
attributable to periods commencing after the Closing Date under the terms of
such Assumed Houston Contracts, and exclusive of any liabilities or obligations
that arise as a result of any breach or default by