OTHERWISE USE THEIR COMMERCIALLY REASONABLE EFFORTS TO OBTAIN A
FAVORABLE CONCLUSION WITH REGARD TO THE FCC APPLICATIONS; (V) OTHERWISE TAKE ANY
OTHER ACTION WITH RESPECT TO THE FCC AS MAY BE REASONABLY NECESSARY OR
REASONABLY REQUESTED BY OPTION HOLDER IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREBY; AND (VI) COOPERATE IN GOOD FAITH WITH THE OTHER PARTY WITH
RESPECT TO THE FOREGOING COVENANTS, ALL AS MAY BE DETERMINED BY OPTION HOLDER TO
BE REASONABLY NECESSARY OR APPROPRIATE OR ADVISABLE IN ORDER TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY UPON THE EXERCISE OF THE OPTION. EACH PARTY
SHALL PROMPTLY PROVIDE THE OTHER WITH A COPY OF ANY PLEADING, ORDER OR OTHER
DOCUMENT SERVED ON IT RELATING TO THE FCC APPLICATIONS, SHALL FURNISH ALL
INFORMATION REQUIRED BY THE FCC AND SHALL BE REPRESENTED AT ALL MEETINGS OR
HEARINGS SCHEDULED TO CONSIDER THE FCC APPLICATION. THE FCC'S WRITTEN CONSENT TO
THE ASSIGNMENT OF THE FCC LICENSES OR TRANSFER OF THE SUBJECT SHARES, AS THE
CASE MAY BE, CONTEMPLATED HEREBY IS REFERRED TO HEREIN AS THE "FCC CONSENT."
THE PARTIES EACH AGREE TO COMPLY WITH ANY CONDITION IMPOSED ON THEM BY ANY FCC
CONSENT, EXCEPT THAT NO PARTY SHALL BE REQUIRED TO COMPLY WITH A CONDITION IF
SUCH CONDITION REQUIRES SUCH PARTY TO DIVEST ANY OF ITS DIRECT OR INDIRECT
ASSETS. THE PARTIES SHALL OPPOSE ANY PETITIONS TO DENY OR OTHER OBJECTIONS FILED
WITH RESPECT TO THE APPLICATION FOR ANY FCC CONSENT AND ANY REQUESTS FOR
RECONSIDERATION OR REVIEW OF ANY FCC CONSENT.
25.
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT. THE DELIVERY OF AN
EXECUTED COUNTERPART OF THE AGREEMENT BY FACSIMILE OR ELECTRONIC TRANSMISSION
WILL BE DEEMED TO BE AN ORIGINAL COUNTERPART OF THE AGREEMENT SO TRANSMITTED.
26.
HEADINGS. THE SECTION HEADINGS CONTAINED IN THIS AGREEMENT ARE
SOLELY FOR THE PURPOSE OF REFERENCE, ARE NOT PART OF THE AGREEMENT OF THE
PARTIES AND SHALL NOT IN ANY WAY AFFECT THE MEANING OR INTERPRETATION OF THIS
AGREEMENT.
27.
ENTIRE AGREEMENT. THIS AGREEMENT, INCLUDING THE DOCUMENTS DELIVERED
PURSUANT TO THIS AGREEMENT OR OTHER WRITTEN AGREEMENTS REFERRING SPECIFICALLY TO
THIS AGREEMENT, AND THE LETTER AGREEMENT EMBODY THE ENTIRE AGREEMENT AND
UNDERSTANDING OF THE PARTIES HERETO IN RESPECT OF THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT. THE SCHEDULE(S) AND EXHIBIT(S) HERETO ARE AN INTEGRAL PART OF
THIS AGREEMENT AND ARE INCORPORATED BY REFERENCE HEREIN. THIS AGREEMENT
SUPERSEDES ALL PRIOR NEGOTIATIONS, AGREEMENTS AND UNDERSTANDINGS BETWEEN THE
PARTIES WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND ALL
LETTERS OF INTENT AND OTHER
16
WRITINGS EXECUTED PRIOR TO THE DATE HEREOF RELATING TO SUCH NEGOTIATIONS,
AGREEMENTS AND UNDERSTANDINGS.
28.
SALE OF STATION WPBN-TV AND WTOM-TV. IN THE EVENT THAT BARRINGTON
TRAVERSE CITY LICENSE LLC (I) SELLS ALL OR SUBSTANTIALLY ALL OF THE ASSETS,
INCLUDING THE FCC LICENSES, OF TELEVISION BROADCAST STATIONS WPBN-TV AND WTOM-TV
AND (II) OPTION HOLDER DOES NOT EXERCISE THE OPTION WITHIN 30 DAYS