FASHION WHICH WOULD RAISE SUBSTANTIAL AND MATERIAL QUESTIONS AS TO
THE VALIDITY OF ANY PROVISION OF THIS AGREEMENT, THE PARTIES SHALL NEGOTIATE IN
GOOD FAITH TO REVISE ANY SUCH PROVISION OF THIS AGREEMENT IN AN EFFORT TO COMPLY
WITH ALL APPLICABLE FCC RULES WHILE ATTEMPTING TO PRESERVE THE INTENT OF THE
PARTIES AS EMBODIED IN THE PROVISIONS OF THIS AGREEMENT. THE PARTIES HERETO
AGREE THAT, UPON THE REQUEST OF EITHER OF THEM, THEY WILL JOIN IN REQUESTING THE
VIEW OF THE STAFF OF THE FCC, TO THE EXTENT NECESSARY, WITH RESPECT TO THE
REVISION OF ANY PROVISION OF THIS AGREEMENT IN ACCORDANCE WITH THE FOREGOING.
SECTION 9.8
NOTICES. ALL NOTICES, DEMANDS, AND REQUESTS REQUIRED OR
PERMITTED TO BE GIVEN UNDER THE PROVISIONS OF THIS AGREEMENT SHALL BE (A) IN
WRITING, (B) DELIVERED BY PERSONAL DELIVERY, OR SENT BY COMMERCIAL DELIVERY
SERVICE OR REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, (C) DEEMED TO
HAVE BEEN GIVEN ON THE DATE OF PERSONAL DELIVERY OR THE DATE SET FORTH IN THE
RECORDS OF THE DELIVERY SERVICE OR ON THE RETURN RECEIPT, AND (D) ADDRESSED AS
SET FORTH ON SCHEDULE 9.8.
SECTION 9.9
GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND GOVERNED
IN ACCORDANCE WITH THE LAWS OF NEW YORK WITHOUT REFERENCE TO THE CONFLICT OF
LAWS PRINCIPLES THEREOF.
SECTION 9.10
CAPTIONS. THE CAPTIONS IN THIS AGREEMENT ARE FOR CONVENIENCE
ONLY AND SHALL NOT BE CONSIDERED A PART OF, OR EFFECT THE CONSTRUCTION OR
INTERPRETATION OF ANY PROVISION OF, THIS AGREEMENT.
SECTION 9.11
GENDER AND NUMBER. WORDS USED HEREIN, REGARDLESS OF THE GENDER
AND NUMBER SPECIFICALLY USED, SHALL BE DEEMED AND CONSTRUED TO INCLUDE ANY OTHER
GENDER, MASCULINE, FEMININE, OR NEUTER, AND ANY OTHER NUMBER, SINGULAR OR
PLURAL, AS THE CONTEXT REQUIRES.
SECTION 9.12
COUNTERPARTS AND FACSIMILE SIGNATURES. THIS AGREEMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN
ORIGINAL BUT ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
THIS AGREEMENT SHALL BE LEGALLY BINDING AND EFFECTIVE UPON DELIVERY OF FACSIMILE
SIGNATURES.
SECTION 9.13
ENTIRE AGREEMENT. THIS AGREEMENT AND THE ATTACHMENTS AND
SCHEDULES HERETO (WHICH ARE HEREBY INCORPORATED BY REFERENCE AND MADE A PART
HEREOF), [THE ASSIGNMENT AND ASSUMPTION AGREEMENT], THE SHARED SERVICES
AGREEMENT, THE OPTION AGREEMENT AND THE LETTER AGREEMENT DATED AS OF THE DATE
HEREOF FROM SALES AGENT TO STATION LICENSEE (THE "LETTER AGREEMENT"), WHEN
EXECUTED AND DELIVERED BY THE PARTIES THERETO, COLLECTIVELY REPRESENT THE ENTIRE
UNDERSTANDING AND AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT
MATTER HEREOF AND THEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS WITH RESPECT TO THE
SUBJECT MATTER HEREOF AND THEREOF. NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN OR IN ANY OF THE OTHER TRANSACTION DOCUMENTS AND, WITHOUT
LIMITING ANY OF THE OTHER RIGHTS OR REMEDIES OF THE PARTIES HEREUNDER OR UNDER
ANY OF THE TRANSACTION DOCUMENTS, THE PARTIES ACKNOWLEDGE AND AGREE THAT SALES
AGENT MAY OFFSET ANY AMOUNT OWED BY STATION LICENSEE TO SALES AGENT PURSUANT TO
ANY OF THE TRANSACTION DOCUMENTS AS A CREDIT AGAINST ANY