COMPANY DURING
ANY PERIOD PRIOR TO THE CLOSING.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO
THE CONTRARY, (I) THE RIGHTS OF TRIBUNE TO EXCULPATION, INDEMNIFICATION, EXPENSE
REIMBURSEMENT OR INSURANCE IN ACCORDANCE WITH THE TERMS OF THE OPERATING
AGREEMENT SHALL NOT BE ADVERSELY AFFECTED OR REDUCED BY THE PROVISIONS OF THIS
SECTION 4.4 AND (II) THE FOREGOING INDEMNIFICATION PROVISIONS ARE IN ADDITION
TO, AND NOT IN DEROGATION OF, ANY STATUTORY, EQUITABLE OR COMMON LAW REMEDY ANY
PARTY MAY HAVE FOR BREACH OF REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT.
(B)
PROCEDURES.
ANY INDEMNIFIED PARTY SEEKING INDEMNIFICATION
HEREUNDER SHALL GIVE TO TRIBUNE A NOTICE (A "CLAIM NOTICE") DESCRIBING IN
REASONABLE DETAIL THE FACTS GIVING RISE TO ANY CLAIMS FOR INDEMNIFICATION
HEREUNDER AND SHALL INCLUDE
9
IN SUCH CLAIM NOTICE (IF THEN KNOWN) THE AMOUNT OR THE METHOD OF COMPUTATION OF
THE AMOUNT OF SUCH CLAIM; PROVIDED, THAT A CLAIM NOTICE IN RESPECT OF ANY ACTION
AT LAW OR SUIT IN EQUITY BY OR AGAINST A THIRD PERSON AS TO WHICH
INDEMNIFICATION WILL BE SOUGHT SHALL BE GIVEN PROMPTLY AFTER THE ACTION OR SUIT
IS COMMENCED; AND PROVIDED FURTHER, THAT FAILURE TO GIVE SUCH NOTICE SHALL NOT
RELIEVE TRIBUNE OF ITS OBLIGATIONS HEREUNDER EXCEPT TO THE EXTENT IT SHALL HAVE
BEEN PREJUDICED BY SUCH FAILURE.
TRIBUNE SHALL HAVE THIRTY DAYS AFTER THE
GIVING OF ANY CLAIM NOTICE PURSUANT HERETO TO (I) AGREE TO THE AMOUNT OR METHOD
OF DETERMINATION SET FORTH IN THE CLAIM NOTICE AND TO PAY SUCH AMOUNT TO SUCH
INDEMNIFIED PARTY IN IMMEDIATELY AVAILABLE FUNDS OR (II) TO PROVIDE SUCH
INDEMNIFIED PARTY WITH NOTICE THAT IT DISAGREES WITH THE AMOUNT OR METHOD OF
DETERMINATION SET FORTH IN THE CLAIM NOTICE (THE "DISPUTE NOTICE").
WITHIN
FIFTEEN DAYS AFTER THE GIVING OF THE DISPUTE NOTICE, A REPRESENTATIVE OF TRIBUNE
AND SUCH INDEMNIFIED PARTY SHALL NEGOTIATE IN A BONA FIDE ATTEMPT TO RESOLVE THE
MATTER.
IN THE EVENT THAT THE CONTROVERSY IS NOT RESOLVED WITHIN THIRTY DAYS OF
THE GIVING OF THE DISPUTE NOTICE, THE PARTIES SHALL PROCEED TO BINDING
ARBITRATION PURSUANT TO THE FOLLOWING PROCEDURES:
(1)
ANY PARTY MAY SEND ANOTHER PARTY WRITTEN NOTICE IDENTIFYING THE
MATTER IN DISPUTE AND INVOKING THE PROCEDURES OF THIS SECTION 4.4(B).
WITHIN 14
DAYS, EACH PARTY INVOLVED IN THE DISPUTE SHALL MEET AT A MUTUALLY AGREED
LOCATION IN DENVER, COLORADO, FOR THE PURPOSE OF DETERMINING WHETHER THEY CAN
RESOLVE THE DISPUTE THEMSELVES BY WRITTEN AGREEMENT, AND, IF NOT, WHETHER THEY
CAN AGREE UPON A THIRD-PARTY ARBITRATOR TO WHOM TO SUBMIT THE MATTER IN DISPUTE
FOR FINAL AND BINDING ARBITRATION.
(2)
IF SUCH PARTIES FAIL TO RESOLVE THE DISPUTE BY WRITTEN AGREEMENT
OR AGREE ON THE ARBITRATOR WITHIN SAID 14-DAY PERIOD, ANY SUCH PARTY MAY MAKE
WRITTEN APPLICATION TO THE AMERICAN ARBITRATION ASSOCIATION ("AAA") FOR THE
APPOINTMENT OF A PANEL OF THREE ARBITRATORS (COLLECTIVELY, THE "ARBITRATOR") TO
RESOLVE THE DISPUTE BY ARBITRATION.
AT THE REQUEST OF AAA THE PARTIES INVOLVED
IN THE DISPUTE SHALL MEET WITH AAA AT ITS OFFICES WITHIN TEN CALENDAR DAYS OF
SUCH REQUEST TO DISCUSS THE