B. (a) Seller owns and operates TV and Radio Stations described in Appendix “A1”, which are all located in the United States (hereinafter the“Assets”). C. Seller believes the current value of these assets is two hundred and fifty-nine million one hundred and thirty-four thousand four hundred dollars ($259,134,400), based upon the guesses and industry estimates. However, Seller can offer no assurances as to the real value of the assets; Seller has agreed hereby to sell, assign, and convey to the Company and the Company has agreed hereby to purchase and accept the Subject Interest in the Merger-Target subject to the terms and conditions of this Agreement and all its interests in the Assets listed in Appendix “A2”.