capitalization or as are necessary to enable Seller to file its tax returns and
reports (provided, however, that such books and records will be maintained in
existence for a period of five years from the Closing Date and Purchasers will
be provided such access thereto, and permitted to make copies therefrom as
Purchasers may from time to time reasonably request), and (l) any other assets
specified on Schedule 1.1.46.
1.1.47. FCC. "FCC" means the Federal Communications Commission and
any successor thereto.
1.1.48. Final Orders. "Final Orders" means the Orders, from and after
the time at which they have become final either (a) by expiration of the time
for review, reconsideration or appeal or (b) in the event of review,
reconsideration or appeal, by affirmation thereof and expiration of the time
for further review, reconsideration or appeal.
1.1.49. Follow On Study. "Follow On Study" has the meaning ascribed
to such term in Section 6.10.
1.1.50. FTC. "FTC" means the United States Federal Trade Commission
or any successor thereto.
1.1.51. GAAP. "GAAP" means United States generally accepted
accounting principles applied on a consistent basis.
1.1.52. Governmental Entity. "Governmental Entity" means any foreign,
United States, state, local or other governmental entity or authority,
including any agency, board, bureau, commission, court, department, subdivision
or instrumentality thereof, and any arbitrator or arbitration panel.
1.1.53. Hazardous Materials. "Hazardous Materials" means petroleum
and petroleum products and any other substance that, as of the date hereof or
the Closing Date, as applicable, is identified or defined under any Law that
relates to the protection of human health or the environment as a hazardous
waste, hazardous substance, pollutant or contaminant or as toxic, explosive,
corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic,
reactive, or otherwise hazardous.
1.1.54. Houston Business. "Houston Business" means the business of
Seller relating to or associated with Seller's ownership and operation of the
KPRC-TV Station, including without limitation procurement and production of
programming, news gathering and reporting activities, sales and barters of
advertising, television broadcasting and transmissions to cable or wireless
cable television operators.
1.1.55. Houston Contracts. "Houston Contracts" means all leases,
rental agreements, tenancies, concession agreements and