AFFECTED STATION OR STATIONS DURING THE FIRST SIX MONTHS OF 2006 AS SHOWN ON THE
REFERENCE FINANCIAL STATEMENTS DIVIDED BY (Y) THE EBITDA FOR THE STATIONS AS A
WHOLE AS SHOWN ON THE REFERENCE FINANCIAL STATEMENTS DURING THE SAME SIX-MONTH
PERIOD.
19
4.5
Consents to Assignment; Estoppel Certificates.
(A)
AFTER THE EXECUTION OF THIS AGREEMENT AND PRIOR TO CLOSING, SELLER
SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO OBTAIN (I) ANY THIRD-PARTY
CONSENTS NECESSARY FOR THE ASSIGNMENT OF ANY STATION CONTRACT OR REAL PROPERTY
LEASE AND (II) ESTOPPEL CERTIFICATES DULY EXECUTED BY THE LESSORS UNDER THE REAL
PROPERTY LEASES IN THE FORM OF EXHIBIT A ATTACHED HERETO.
NOTWITHSTANDING
ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THIS AGREEMENT SHALL NOT CONSTITUTE
AN AGREEMENT TO ASSIGN ANY STATION CONTRACT OR ANY CLAIM OR RIGHT OR ANY BENEFIT
ARISING THEREUNDER OR RESULTING THEREFROM IF SUCH ASSIGNMENT, WITHOUT THE
CONSENT OF A THIRD PARTY THERETO, WOULD CONSTITUTE A BREACH OR OTHER
CONTRAVENTION OF SUCH STATION CONTRACT OR IN ANY WAY ADVERSELY AFFECT THE RIGHTS
OF BUYER OR SELLER THEREUNDER.
IF SUCH CONSENT IS NOT OBTAINED PRIOR TO THE
CLOSING DATE, (A) SELLER SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO (X)
OBTAIN SUCH CONSENT AS SOON AS POSSIBLE AFTER THE CLOSING DATE, (Y) PROVIDE TO
BUYER THE FINANCIAL AND BUSINESS BENEFITS OF ANY SUCH STATION CONTRACT AND (Z)
ENFORCE, AT THE REQUEST OF BUYER, FOR THE ACCOUNT OF BUYER, ANY RIGHTS OF SELLER
ARISING FROM ANY SUCH STATION CONTRACT; AND (B) BUYER SHALL ASSUME THE
OBLIGATIONS UNDER SUCH STATION CONTRACT IN ACCORDANCE WITH THIS AGREEMENT.
NOTWITHSTANDING THE FOREGOING, NEITHER SELLER NOR ANY OF ITS AFFILIATES SHALL BE
REQUIRED TO PAY CONSIDERATION (EXCEPT AS MAY BE SPECIFICALLY CONTEMPLATED BY THE
RELEVANT STATION CONTRACT) TO ANY THIRD PARTY TO OBTAIN ANY CONSENT OR ESTOPPEL
CERTIFICATE.
(b)
Seller shall use its commercially reasonable efforts to obtain an
agreement with the lessor thereunder to extend the Lease executed September 23,
1997 for KJCE-AM (7010 Johnny Morris Rd., Austin, Texas), as amended, for at
least an additional five-year term, on the same terms and conditions as are
currently in effect, or on other terms and conditions reasonably acceptable to
Buyer.
Such an agreement is not a condition to Closing under this Agreement.
4.6
Notification. Each party shall notify the other party of the
initiation or threatened initiation of any litigation, arbitration or
administrative proceeding that challenges the transactions contemplated hereby,
including any challenges to the FCC Application.
4.7
Employee Matters.
(A)
BUYER MAY, BUT IS NOT OBLIGATED TO, HIRE ANY OF THE STATION
EMPLOYEES.
NO LATER THAN FIVE BUSINESS DAYS PRIOR TO THE LMA COMMENCEMENT DATE,
BUYER SHALL NOTIFY SELLER IN WRITING (I) WHETHER OR NOT IT WILL OFFER EMPLOYMENT
TO A STATION EMPLOYEE AND (II) WHETHER OR NOT IT WILL ASSUME THE EMPLOYMENT
AGREEMENT (INCLUDING ANY ACCOUNT EXECUTIVE AGREEMENT OR BONUS TERM SHEET), IF
ANY, FOR SUCH STATION EMPLOYEE.
SUBJECT TO THE REIMBURSEMENT OBLIGATION SET
FORTH IN SECTION 4.7(B) BELOW, IN THE EVENT BUYER ELECTS NOT TO ASSUME AN