Exhibit 10(46)
TIME BROKERAGE AGREEMENT
Time Brokerage Agreement, dated as of the 18th day of March, 1996, is
made by and between Heritage Media, Inc. ("Licensee"), the licensee of
commercial radio broadcasting stations KCIN(FM) and KRPM(AM) serving the
Seattle, Washington market (collectively the "Stations"), and Professional
Broadcasting, Incorporated ("Broker").
WITNESSETH:
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WHEREAS, Licensee has available broadcasting time and is engaged in
the business of radio broadcasting on the Stations; and
WHEREAS, Broker desires to avail itself of the Stations' broadcast
time for the presentation of programming service, including the sale of
advertising time; and
WHEREAS, Broker and Licensee have entered into an Asset Exchange
Agreement (the "Exchange Agreement"), dated as of March 18, 1996, pursuant to
which Broker and Licensee have elected to execute and deliver this Agreement;
NOW, THEREFORE, for and in consideration of the mutual covenants
herein contained, the parties hereto have agreed and do agree as follows:
1 . Facilities. Licensee agrees to make broadcasting transmission
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facilities available to Broker and to broadcast on the Stations, or cause to be
broadcast, Broker's programs which will originate from Licensee's studios.
2. Payments. Broker hereby agrees to pay Licensee for the broadcast
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of the programs hereunder a fee of $26,000 per month, commencing on the date
hereof. The failure of Licensee to demand or insist upon prompt payment in
accordance herewith shall not constitute a waiver of its right to do so. If
Broker shall have produced and made available programming to air on the Stations
as provided herein and such programming does not air due to Licensee preempting
such programming in accordance with Section 11 or 12 below, or if for any reason
Licensee is unable to broadcast such programming through no fault of Broker
(including Licensee's scheduling of any maintenance work affecting the operation
of the Station at full power), or if this Agreement is terminated for any reason
(other than a breach of this Agreement by Broker) prior to the end of a month,
then Broker shall receive a payment credit to be determined by multiplying the
monthly payment by the ratio of the amount of time not aired to the total number
of broad hours allotted to Broker each month pursuant to Section 5.1 below;
provided,'however, that in the case of operation of the Station at less than
full power, Broker shall receive only such portion of the payment credit as is
equal to 100% minus the percentage of full power that the Station operated.
3. Term. This Agreement shall be effective and the rights and
obligations of the parties hereto shall commence as of 12:01 a.m. on the date
hereof (the "Time Brokerage Date"). This Agreement shall continue until the
earlier of (i) March 31,
1997; (ii) the closing of the Exchange Agreement; or (iii) the termination of
this Agreement pursuant to Section 16.1 hereof.
4. Programs. Broker shall furnish or cause to be furnished the
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artistic personnel and material for the programs as provided by this Agreement
and all programs shall be in accordance in all material respects with the
Communications Act of 1934, as amended or as replaced by successor legislation
(the "Communications Act"), and the rules, regulations and policies of the
Federal Communications Commission (the "Commission"). All programs shall be
prepared and presented in conformity with the regulations prescribed by the
Commission. All advertising spots and promotional material or announcements
shall comply in all material respects with all applicable federal, state and
local regulations and shall be produced in accordance with quality standards
established by Broker.
5. Stations Facilities.
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5.1 Operation of Stations. Throughout the term of this Agreement,
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Licensee shall make all of the Stations' facilities available to the Broker for
operation 24 hours a day, seven days a week, except for (i) at least one hour
each Sunday morning between the hours of 6:00 a.m. and 10:00 a.m. to the extent
that Licensee desires to utilize all or a portion of such time period for public
interest programming and (ii) downtime occasioned by routine maintenance not to
exceed two hours each Sunday morning between the hours of 12 Midnight and 6:00
a.m. If possible, any maintenance work affecting the operation of the Stations
at full power shall be scheduled upon at least 48 hours' prior notice to the
Broker. It is further understood and agreed that Licensee shall continue to
retain full authority and control over operation of the Stations during the
course of this Agreement; to be responsible for assessment of the significant
issues in, and the needs and interests of the community and the Stations'
service areas; and to determine that the programs presented are responsive to
such issues, needs and interests, and that all programming continues to meet all
Federal, state and local laws, including those that govern political broadcast
time, presentation of lottery material, proper sponsor identification, and other
programming in the public interest. Licensee shall also continue to be
responsible for maintenance of the Stations' public file in good order as
required by the Commission, including timely placement of a copy of this
Agreement in that file; to prepare and timely file in such file the quarterly
issues/programs list as required by the Commission's rules; to timely file with
the Commission all required reports or other records as required by the
Commission; and to otherwise comply in all respects with the Commission rules
and regulations, including those rules and regulations regarding requests for
political advertising. Broker agrees to cooperate fully in the gathering,
compilation and completion of all such reports as may be required by Licensee.
Licensee shall be solely responsible for maintenance of the Stations' public
inspection file. Licensee shall regularly communicate to Broker the Licensee's
ongoing assessment of issues, needs and interests of the Stations' community of
license and
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service areas. The parties agree that, in addition to the public interest,
issue responsive programming produced by Licensee pursuant to this Section 5. 1,
Broker's programming will include a minimum of three hours per week of programs
scheduled for broadcast between the hours of 6:00 a.m. and 12 midnight that
shall similarly respond to ascertained community issues, needs and interests.
5.2 Interruption of Normal Operations. If the Stations suffers
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loss or damage of any nature to its transmission facilities which results in the
interruption of service or the inability of the Stations to operate with its
authorized facilities and such loss or damage is not due to a negligent, gross
negligent or willful act or omission of Broker, Licensee shall immediately
notify Broker, and shall undertake such repairs as necessary to restore the
full-time operation of the Stations with its authorized facilities as soon as
practicable.
5.3 Studio Location. Licensee shall maintain a main studio capable
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of providing a broadcast quality signal to the Stations' transmission facility,
such main studio to be located within the designated principal city contour of
the Stations.
6. Political File and Political Advertising . Broker agrees to
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cooperate fully with Licensee in the maintenance of the Political File and
adherence in all material respects to the Commission's rules and regulations
that govern sale and placement of political advertising and agrees to secure a
properly completed written contract consistent with Sections 312 and 315 of the
Communications Act, as well as all applicable rules and regulations of the
Commission which apply to or govern the sale or placement of such political
advertising, prior to broadcast presentation of any such programming. At least
90 days before any general election and 45 days before any primary, Broker will
clear with Licensee the rates Broker will charge for time sold to legally
qualified candidates and provide Licensee with a copy of Broker's political
disclosure statement; provided, however, if execution of this Agreement shall
fall within such 90 or 45 day period, Broker shall have five business days after
execution to provide such information.
7. Responsibility for Employees and Expenses. Broker shall employ and
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be responsible for the salaries, taxes, insurance and related costs for all
personnel used in the production of its programming (including without
limitation sales people, traffic personnel, board operators and programming
staff). Licensee shall employ and be responsible for the salaries, taxes,
insurance and related costs for the personnel specified in Section 11 hereof and
for the rent, utilities, property taxes and insurance associated with the
Licensee's main studio and with the transmitter facilities. Broker shall pay
for all telephone calls associated with program production (including
advertising) and listener responses, for all fees to ASCAP, BMI and SESAC and
for any other copyright fees attributable to its programming broadcast or
revenues generated on the Stations.
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8. Advertising and Programming Revenues. Unless otherwise provided
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in Section 2, Broker shall retain all revenues for the sale of advertising time
on the programs it delivers to the Stations and may sell such advertising in
combination with the sale of advertising on any other broadcasting stations of
its choosing.
9. Accounts Receivable.
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As of the Time Brokerage Date, Licensee shall assign to Broker as
Licensee's agent for the purposes of collection only all of the accounts
receivable relating to the operation of the Stations as of the Time Brokerage
Date. Broker shall use such efforts as are reasonable and in the ordinary
course of business to collect the accounts receivable for 90 days following the
time Brokerage Date ("Broker Collection Period"); provided, however, that
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Broker's obligation to use its best efforts shall not extend to the institution
of litigation, employment of counsel or any other extraordinary means of
collection. So long as the accounts receivable are in Broker's possession,
neither Licensee nor its agents shall make any solicitation for collection
purposes nor institute litigation for the collection of any amounts due
thereunder, except for such accounts receivable which Broker has consented to
Licensee's collection thereof prior to the expiration of the Broker Collection
Period which consent will not be unreasonably withheld. All payments received
by Broker during the Broker Collection Period from any person obligated with
respect to any of the accounts receivable shall be applied first to Licensee's
account and only after full satisfaction thereof to Broker's account; provided,
however, that if during the Broker Collection Period any account debtor contests
in writing the validity of its obligation with respect to any account
receivable, then Broker may reassign that account receivable to Licensee after
which Licensee shall be solely responsible for the collection thereof. Broker
shall not incur or cause to be incurred any collateral or outside fees, costs or
charges in connection with its efforts to collect the account receivables
without first having obtained the authorization in writing of Licensee. Broker
shall separately account for all amounts collected on Licensee's behalf and
remit to Licensee such amounts every two weeks in arrears during the Broker
Collection Period. Broker shall send to Licensee monthly in arrears during the
Broker Collection Period an aging report with respect to such accounts
receivable. Any of the accounts receivable that are not collected during the
Broker Collection Period shall be reassigned to Licensee at the end of the
Broker Collection Period, after which Broker shall have no further obligation to
Licensee with respect to the accounts receivable. Broker shall not have the
right to compromise, settle or adjust the amount of any of the accounts
receivable without Licensee's prior written consent, or to withhold any proceeds
of the account receivable or to retain any uncollected account receivable or
payment on account thereof after the expiration of the Broker Collection Period
for any reason whatsoever.
10. Assignment and Assumption of Contracts. Concurrently with the
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execution and delivery hereof, Broker and Licensee have executed and
delivered,to each other an Assignment and Assumption of Contracts (the
"Assignment
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Agreement") in the form attached as an exhibit to the Exchange Agreement (the
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"Exhibits"), pursuant to which Licensee has assigned its rights, and Broker has
assumed Licensee's obligations, under certain agreements to which Licensee is a
party (the "Assigned Contracts").
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11. Control of Stations. Notwithstanding anything to the contrary
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in this Agreement, Licensee shall have full authority, control and power over
the facilities and operation of the Stations during the period of this
Agreement, including specifically control and authority over the Stations'
finances, programming and personnel. Licensee shall provide and pay at a
minimum for a management level employee and another employee, who shall report
solely to and be accountable solely to Licensee and who shall direct and
maintain the day-to-day operation of the Stations. Licensee shall retain
control over the policies, programming and operations of the Stations,
including, without limitation, the right to decide whether to accept or reject
any programming or advertisements, the right to refuse to broadcast any program
or a part of a program not deemed by Licensee to be in the public interest and
to interrupt or preempt any programs at any time in order to broadcast a program
deemed by Licensee to be of greater national, regional, local or public
interest, and the right to take any other actions necessary for compliance with
the laws of the United States; the State of Washington; the rules, regulations
and policies of the Commission (including the prohibition on unauthorized
transfers of control); and the rules, regulations and policies of other federal
governmental authorities, including the Federal Trade Commission and the
Department of Justice. Licensee shall at all times be solely responsible for
meeting all of the Commission's staffing requirements at the main studio and for
other recordkeeping and operational matters required by the Commission. From
time to time as requested by Licensee, Broker shall provide Licensee with
information to enable Licensee to prepare records, reports and logs required by
the Commission or other local, state or federal governmental agencies, including
such information as may be necessary or appropriate to prepare the Stations'
quarterly issues/programs lists.
12. Special Events. Licensee reserves the right, in its discretion,
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to preempt any of the broadcasts of the programs referred to herein, and to use
any part of the time contracted for herein by Broker for the broadcast of events
of special importance. In all such cases, Licensee will use its best efforts
(to the extent possible under the circumstances) to give Broker reasonable
notice of its intention to preempt such broadcast or broadcasts, and, in the
event of such preemption, Broker shall receive a payment credit for the
broadcasts so omitted.
13. Force Majeure. Any failure or impairment of the Stations
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facilities or any delay or interruption in broadcasting programs, or the failure
at any time to furnish facilities, in whole or in part, for broadcasting, due to
acts of God, strikes, or threats thereof, force majeure, or to causes beyond the
control of Licensee, shall not constitute a breach of this Agreement, and
Licensee will not be liable to Broker,
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except to the extent of allowing in each such case an appropriate payment credit
for time not provided or broadcasts not carried based upon a pro rata adjustment
to amounts due as specified in Section 2 calculated upon the length of time
during which the failure or impairment exists or continues.
14. Right to Use Call Letters. Licensee shall retain the right to
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the Stations' call letters throughout the term of this Agreement and hereby
grants Broker a revocable license to use such call letters in its programs.
15. Payola. Broker agrees that it will not accept any compensation or
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any kind of gift or gratuity of any kind whatsoever, regardless of its value or
form, including, but not limited to, a commission, discount, bonus, materials,
supplies or other merchandise, services or labor, whether or not pursuant to
written contracts or agreements between Broker and merchants or advertisers,
unless the payer is identified in the program as having paid for or furnished
such consideration in accordance with FCC requirements.
16. Compliance with Law. Broker agrees that, throughout the term of
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this Agreement, Broker will comply with all laws and regulations applicable in
the conduct of Licensee's business and Broker acknowledges that Licensee has not
urged, counseled, or advised the use of any unfair business practice. In the
event that any new law or regulation is adopted which results in a material
change in the terms of this arrangement (for example, but not limited to, a
restriction on the number of hours which may be brokered), the parties agree to
negotiate in good faith to modify this Agreement to conform as closely as
possible to the interests of both Broker and Licensee and, in the event of their
inability to so modify the Agreement, Broker or Licensee may without penalty
terminate the Agreement on 60 days' notice to the other.
17. Indemnification. Broker shall indemnify and hold harmless
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Licensee from and against any and all claims, losses, costs, liabilities,
damages and expenses arising out of Broker's broadcasts and sale of advertising
time under this Agreement to the extent permitted by law, including damages to
the Stations' facilities caused by the negligence, gross negligence or willful
misconduct of Broker. Licensee shall indemnify and hold harmless Broker from
and against any and all claims, losses, costs, liabilities, damages and expenses
arising out of Licensee's broadcasts to the extent permitted by law, including
damages to the Stations' facilities caused by the negligence, gross negligence
or willful misconduct of Licensee. Broker's and Licensee's obligation to hold
each other harmless against the liabilities specified above shall survive any
termination of this Agreement until the expiration of all applicable statutes of
limitation. Unless an indemnifying party assumes the defense of a claim for
which indemnity is sought hereunder on behalf of the indemnified party, the
indemnified party shall have the right to employ its own counsel to conduct such
defense (which shall be at the expense of the indemnifying party). The
indemnified party shall render
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to the indemnifying party and its counsel such assistance as they may reasonably
require in order to ensure the proper and adequate defense of any claim for
which indemnity is sought hereunder. Neither party will settle any claim for
which indemnity is sought or owed under this Section 15 in a manner which
imposes any cost or penalty on the other party without the other party's prior
written consent.
18. Termination.
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18.1 Termination of Agreement. This Agreement may be terminated:
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(a) by either party, by written notice to the other, if either (i)
this Agreement has been declared invalid or illegal in whole or in substantial
part by an order or decree of an administrative agency or court of competent
jurisdiction and the applicability of such order or decree has not been stayed
pending further administrative or judicial review, or (ii) there has been a
change in the Communications Act that causes this Agreement to be in violation
thereof and the applicability of such change has not been stayed pending appeal
or further administrative review.
(b) by either party, by written notice to the other, if the
terminating party is not then in material default under this Agreement and the
other party is in material default under this Agreement and has failed to cure
such default within 1 0 days after receiving notice of breach from the
terminating party.
(c) by mutual agreement of Licensee and Broker.
(d) automatically upon the purchase of the Stations pursuant to the
Exchange Agreement.
Upon termination of this Agreement for any reason, except pursuant to
subsection (b) hereof if Licensee is the defaulting party, except pursuant to
subsection (d) hereof or except pursuant to subsection (d) if governmental
authorities order an immediate termination, Licensee and Broker will cooperate
to allow Licensee within 30 days to resume Stations programming, billing and
related operations.
18.2 Events Upon Termination or Expiration.
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(a) Upon any termination or expiration hereof, (i) Licensee shall be
under no further obligation to make available to Broker any further broadcast
time or broadcast transmission facilities and all amounts accrued or payable to
Licensee up to the date of termination which have not been paid shall
immediately become due and payable by Broker, (ii) Broker shall be responsible
for debts and obligations of Broker resulting from the use of air time and
transmission facilities including, without limitation, accounts payable and net
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barter balances, but not for Licensee's federal, state, local and other tax
liabilities associated with Broker's payments hereunder or for other payments to
Licensee, and (iii) in the event that this Agreement or the Exchange Agreement
is terminated prior to the Closing under the Exchange Agreement, Broker shall
assign to Licensee and Licensee shall assume the Assigned Contracts (as defined
in Section 10) that remain in effect (or that have been renewed, extended or
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replaced on substantially similar terms) on the date of such termination or
expiration together (provided that Broker has procured the necessary consents to
such reassignment) with all agreements between Broker and others for the sale of
broadcast time on the Stations for cash at reasonable market rates in effect on
such date. With respect to any contract assigned to Licensee pursuant to this
Section 16.2, all expenses and income arising under such contracts shall be
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prorated between Licensee and Broker as of the date on which such contracts are
assigned to Licensee (the "Proration Date") in the manner such that the
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operation of the Stations on and before the Proration Date shall be for the
account of Broker and, thereafter for the account of Licensee.
(b) No expiration or termination hereof shall limit or impair any
party's rights to receive payments due and owing hereunder on or before the
effective date of such termination.
(c) Notwithstanding any termination hereof, the parties shall
continue to be bound by their respective obligations under the Exchange
Agreement.
(d) Upon any termination of this Agreement prior to the Closing under
the Exchange Agreement, the following provisions shall apply:
(i) On the effective date of termination (the "Termination
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Date"), Broker will assign and turn over to Licensee, for collection only, all
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accounts receivable owing to Broker as of the Termination Date from or related
to the operation of the Stations (the "Receivables"). Such assignment shall be
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accompanied by a schedule of all such Receivables. Licensee shall use such
efforts as are reasonable and in the ordinary course of business (but without
responsibility to institute legal or collection proceedings) to collect such
Receivables during the one hundred twenty (120) day period following the
Termination Date (the "Collection Period"). Licensee shall hold the proceeds
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collected from such Receivables in trust for Broker, without any rights of
setoff, and shall remit to Broker all Receivables actually collected, together
with a schedule thereof, on the first and fifteenth of each month during the
Collection Period, commencing with the month during which the Termination Date
occurs. Within five (5) days after the end of the Collection Period, Licensee
shall, without recourse, reassign and turn
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back over to Broker any Receivable which shall not have been collected by
Licensee during the Collection Period.
(ii) In the event Licensee is advised by an account debtor that such
account debtor refuses or declines to pay a Receivable because the account
debtor contends that the amount is not owed or is incorrect (a "Disputed
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Account"), Licensee shall promptly so notify Broker. Licensee may then, at its
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option, either (i) without recourse, re-assign and turn such Disputed Account
back over to Broker, in which case Licensee shall have no further responsibility
therefor, or (ii) with Broker's consultation and written approval, cancel,
adjust or re-bill and seek collection of the Disputed Account in accordance with
the procedures set forth in this Section 18.2.
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(iii) Except with respect to a Disputed Account which has been
reassigned to Broker, Broker shall make no effort to collect any Receivable
during the Collection Period.
(iv) During the Collection Period, if Licensee receives a payment
from an advertiser who (i) has placed advertising on the Stations both prior to
and after the Termination Date, and (ii) has been invoiced both as a Receivable
and as an account receivable of Licensee (a "Common Account."), such payment
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shall be applied to the oldest outstanding balance due from that advertiser.
Following expiration of the.Collection Period, if such payment is directed to a
Receivable, Licensee shall forward the proceeds of such payment directly to
Broker.
1 9. Representation and Warranties.
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19.1. Corporate Authority. Each of Licensee and Broker represents to
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the other that it is legally qualified, empowered, and able to enter into this
Agreement, and that the execution, delivery and performance hereof shall not
constitute a breach or violation of any agreement, contract or other obligation
to which it is subject or by which it is bound.
19.2. Time Brokerage Challenge. If this Agreement is challenged
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at the Commission, Licensee and Broker will jointly defend this Agreement, and
the expense thereof will be shared equally. If portions of this Agreement do
not thereafter receive the approval of the Commission staff, the parties shall
reform this Agreement, or at Broker's option and expense, seek reversal of the
staff decision and approval from the full Commission on appeal.
19.3 Contracts. The Exhibits accurately and completely list all
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of the leases, contracts and agreements to which Licensee is a party with
respect to the
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Stations (the "Contracts"). The Exhibits accurately and completely list all of
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the leases, contracts and agreements to which Licensee is a party with respect
to the Stations and which Broker has agreed to assume pursuant to Section 10 of
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this Agreement. Licensee has performed all of its duties and obligations under
each of the Contracts in all material respects, the failure to perform which
would have a material adverse effect on the business, operations or financial
condition of the Stations. There are no material defaults under any of the
Contracts by Licensee or, to the best of Licensee's knowledge, by any other
party, or any events, which with notice, the passage of time or both, would
constitute a material default under any of the Contracts. All Contracts are in
full force and effect and are valid and enforceable in accordance with their
respective terms. Except as set forth in the Exchange Agreement neither the
execution and delivery of this Agreement, nor the consummation of the
transactions contemplated hereby does or will result in a breach or default
under, or permit any party to modify any obligations under, or cause or permit
any termination, cancellation or loss of benefits under, any of the Contracts,
except for breaches or defaults under Contracts which by their terms prohibit
assignment or require any consent to assignment. True and complete copies of
all of the Contracts have been delivered by Licensee to Broker.
19.4 Employees. From and after the Effective Date, Licensee shall use
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all reasonable efforts to make its employees at the Stations available to Broker
for employment following the Effective Date, and will not offer any of
Licensee's employees at the Stations the opportunity to work at any other
stations owned or operated by Licensee or its affiliates' Licensee shall
satisfy, or make provision for the satisfaction, in full of all of its
obligations to such employees accruing before the Effective Date. The continued
employment by Broker of Licensee's former employees who are employed by Broker
after the Effective Date shall not be deemed termination of employment of such
employees for purposes of any policy, plan, program or agreement of Licensee
that provides for the payment of severance, salary continuation or similar
benefits.
20. Modification and Waiver. No modification or waiver of any
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provision of this Agreement shall in any event be effected unless the same shall
be in writing and signed by the party adversely affected by the waiver or
modification, and then such waiver and consent shall be effective only in the
specific instance and for the purpose for which given.
21. No Waiver: Remedies Cumulative. No failure or delay on the part
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of Licensee or Broker in exercising any right or power hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such right
or power, or any abandonment or discontinuance of steps to enforce such a right
or power, preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of Licensee and Broker herein
provided are cumulative and are not exclusive of any right or remedies which it
may otherwise have.
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22. Construction. This Agreement shall be construed in accordance
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with the laws of the State of Delaware, and the obligations of the parties
hereto are subject to all federal, state or municipal laws or regulations now or
hereafter in force and to the regulations of the Commission and all other
governmental bodies or authorities presently or hereafter to be constituted.
23.
Headings. The headings contained in this Agreement are included for
convenience only and no such heading shall in any way alter the meaning of any
provision.
24. Successors and Assigns. This Agreement shall be binding upon and
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inure to the benefit of the parties and their respective successors and assigns,
including, without limitation, any assignee of the Commission license for the
Stations.
25. Counterpart Signatures. This Agreement may be signed in one or
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more counterparts, each of which shall be deemed a duplicate original, binding
on the parties hereto notwithstanding that the parties are not signatory to the
original or the same counterpart. This Agreement shall be effective as of the
date on which the executed counterparts are exchanged by the parties.
26. Notices. Any notice required hereunder shall be in writing and
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any payment, notice or other communications shall be deemed given when delivered
personally, or mailed by certified mail or Federal Express, postage prepaid,
with return receipt requested, and addressed as set forth in the Exchange
Agreement.
27. Entire Agreement. This Agreement embodies the entire agreement
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between the parties and there are no other agreements, representations,
warranties, or understandings, oral or written, between them with respect to the
subject matter hereof. No alterations, modification or change of this Agreement
shall be valid unless by like written instrument.
28. Severability. The event that any of the provisions contained in
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this Agreement is held to be invalid, illegal or unenforceable shall not affect
any other provision hereof, and this Agreement shall be construed as if such
invalid, illegal or unenforceable provisions had not been contained herein.
29. Licensee's Certificate. Licensee agrees to execute concurrently
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with the execution of this Agreement that certain Certificate, a form of which
is attached hereto as Annex 1, to be filed with the Commission in accordance
with its rules and regulations.
30. Broker's Verification. Broker agrees to execute concurrently
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with the execution of this Agreement that certain Verification, a form of which
is attached as Annex 11, to be filed with the Commission in accordance with its
rules and regulations.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
HERITAGE MEDIA, INC.
By:
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Douglas N. Woodrum
Executive Vice President
PROFESSIONAL BROADCASTING,
INCORPORATED
By:
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Alan Box
President and CEO
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