AGENT, WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD, PROVIDED THAT AS A CONDITION TO SUCH TRANSFER OR
ASSIGNMENT (I) THIS AGREEMENT, THE SHARED SERVICES AGREEMENT, THE OPTION
AGREEMENT AND ALL OF STATION LICENSEE'S RIGHTS AND OBLIGATIONS HEREUNDER AND
THEREUNDER ARE ASSIGNED TO SUCH PERSON, WHICH ASSIGNMENTS ARE TO BE EFFECTIVE
SIMULTANEOUSLY, (II) SUCH PERSON IS LEGALLY AND FINANCIALLY QUALIFIED TO BE THE
HOLDER OF THE FCC LICENSES AND (III) SUCH PERSON EXECUTES AND DELIVERS TO THE
SALES AGENT AN INSTRUMENT IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO SALES
AGENT, ACCEPTING SUCH ASSIGNMENTS OF THIS AGREEMENT, THE SHARED SERVICES
AGREEMENT, THE OPTION AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF STATION
LICENSEE HEREUNDER AND THEREUNDER AND AGREEING TO PAY, DISCHARGE AND PERFORM THE
OBLIGATIONS AND LIABILITIES OF STATION LICENSEE HEREUNDER AND THEREUNDER IN
ACCORDANCE WITH THE TERMS HEREOF AND THEREOF AND SUCH OTHER DOCUMENTS AND
INSTRUMENTS AS SALES AGENT MAY REASONABLY REQUEST. THIS AGREEMENT SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND PERMITTED ASSIGNS. ANY PERMITTED ASSIGNEE OF A PARTY HERETO SHALL
BE A PARTY TO THIS AGREEMENT FOR ALL PURPOSES HEREOF.
SECTION 9.4
FORCE MAJEURE. ANY DELAY OR INTERRUPTION IN THE BROADCAST
OPERATION OF THE STATIONS, IN WHOLE OR IN PART, DUE TO ACTS OF GOD, STRIKES,
LOCKOUTS, MATERIAL OR LABOR RESTRICTIONS, GOVERNMENTAL ACTION, RIOTS, NATURAL
DISASTERS OR ANY OTHER CAUSE NOT REASONABLY WITHIN THE CONTROL OF A PARTY SHALL
NOT CONSTITUTE A BREACH OF THIS AGREEMENT, AND NO PARTY SHALL BE LIABLE TO ANY
OTHER PARTY FOR ANY LIABILITY OR OBLIGATION WITH RESPECT THERETO.
SECTION 9.5
FURTHER ASSURANCES. THE PARTIES HERETO SHALL TAKE ANY ACTIONS
AND EXECUTE ANY OTHER DOCUMENTS THAT MAY BE NECESSARY OR DESIRABLE TO THE
IMPLEMENTATION AND CONSUMMATION OF THIS AGREEMENT.
SECTION 9.6
PRESS RELEASE. NO PARTY HERETO SHALL PUBLISH ANY PRESS
RELEASE, MAKE ANY OTHER PUBLIC ANNOUNCEMENT OR OTHERWISE COMMUNICATE WITH ANY
NEWS MEDIA CONCERNING THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTIES HERETO; PROVIDED,
HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL PREVENT ANY PARTY FROM PROMPTLY
MAKING ALL FILINGS WITH GOVERNMENTAL AUTHORITIES AS MAY, IN ITS JUDGMENT, BE
REQUIRED OR ADVISABLE IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS
AGREEMENT OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 9.7
UNENFORCEABILITY. IF ONE OR MORE PROVISIONS OF THIS AGREEMENT
OR THE APPLICATION THEREOF TO ANY PERSON OR CIRCUMSTANCES SHALL BE INVALID OR
UNENFORCEABLE TO ANY EXTENT, THE REMAINDER OF THIS AGREEMENT AND THE APPLICATION
OF SUCH PROVISIONS TO OTHER PERSONS OR CIRCUMSTANCES SHALL NOT BE AFFECTED
THEREBY AND SHALL BE ENFORCED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE
LAW, EXCEPT THAT, IF SUCH INVALIDITY OR UNENFORCEABILITY SHOULD CHANGE THE BASIC
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ECONOMIC POSITIONS OF THE PARTIES HERETO, THEY SHALL NEGOTIATE IN GOOD FAITH
SUCH CHANGES IN OTHER TERMS AS SHALL BE PRACTICABLE IN ORDER TO RESTORE THEM TO
THEIR PRIOR POSITIONS. IN THE EVENT THAT THE FCC ALTERS OR MODIFIES ITS RULES OR
POLICIES IN A