Upon the terms and subject to the conditions of this Agreement, Seller agrees to sell, convey, assign, transfer and deliver to the Company, and the Company agrees to purchase from Seller, all of the Purchased Shares, free and clear of any and all mortgages, pledges, encumbrances, liens, security interests, options, charges, deeds of trust, deeds to secure debt, title retention agreements, rights of first refusal or offer, limitations on voting rights, proxies, voting agreements, limitations on transfer or claims of any kind or nature whatsoever (collectively, “ Liens ”), with the obligations of Seller understood to be the several obligations of Oaktree Tribune, L.P. and OCM FIE, LLC, each with respect only to the Purchased Shares owned by it.