AGENT OR ANY OF ITS AFFILIATES, HAS NOT BEEN DISMISSED WITHIN THIRTY (30)
DAYS THEREOF; OR
(III)
UPON AND AT ANY TIME FOLLOWING TERMINATION OF THE OPTION
AGREEMENT.
SECTION 2.3
CERTAIN MATTERS UPON TERMINATION.
(A)
CONTINUING OBLIGATIONS.
NO EXPIRATION OR TERMINATION OF THIS AGREEMENT
SHALL TERMINATE THE OBLIGATIONS OF ANY PARTY HERETO TO INDEMNIFY THE OTHER
PARTIES FOR THIRD PARTY CLAIMS UNDER SECTION 8 OF THIS AGREEMENT, OR LIMIT OR
IMPAIR ANY PARTY'S RIGHTS TO RECEIVE PAYMENTS DUE AND OWING HEREUNDER ON OR
BEFORE THE EFFECTIVE DATE OF SUCH TERMINATION.
(B)
COOPERATION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT, IF THIS AGREEMENT IS TERMINATED PURSUANT TO THE SECOND SENTENCE OF
SECTION 2.2(A) FOLLOWING THE OPTION CLOSING, THE PARTIES SHALL COOPERATE WITH
EACH OTHER AS MAY BE REASONABLY REQUESTED TO EFFECT AN ALLOCATION OF THE
REVENUES AND EXPENSES FOR ANY PARTIAL CALENDAR MONTH
5
RESULTING FROM SUCH TERMINATION OR TO EFFECT ANY WORKING CAPITAL PAYMENT
REQUIRED IN CONNECTION WITH SUCH ALLOCATION OR A RELATED TRANSFER OF CONTROL
PURSUANT TO THE OPTION AGREEMENT.
ARTICLE III
CONSIDERATION
SECTION 3.1
LICENSEE REVENUE SHARE.
(A)
AS CONSIDERATION FOR THE RIGHT OF SALES AGENT TO MARKET AND SELL AIR TIME
MADE AVAILABLE UNDER THIS AGREEMENT, WITH RESPECT TO EACH CALENDAR MONTH DURING
THE TERM, SALES AGENT SHALL PAY OVER TO STATION LICENSEE AN AMOUNT EQUAL TO
SEVENTY PERCENT (70%) OF THE TOTAL AMOUNT OF NET SALES REVENUE FOR THE
APPLICABLE CALENDAR MONTH (THE "LICENSEE REVENUE SHARE").
SALES AGENT SHALL
RETAIN THE REMAINING THIRTY PERCENT (30%) OF THE TOTAL AMOUNT OF NET SALES
REVENUE FOR SUCH CALENDAR MONTH AS ITS COMMISSION WITH RESPECT TO ITS SALES
AGENCY, PROGRAMMING AND OTHER DUTIES HEREUNDER.
(B)
THE LICENSEE REVENUE SHARE SHALL BE DUE AND PAYABLE ON THE FIFTEENTH
(15TH) DAY OF EACH CALENDAR MONTH AND SHALL BE CALCULATED WITH RESPECT TO THE
IMMEDIATELY PRECEDING CALENDAR MONTH IN ACCORDANCE WITH SCHEDULE 3.1.
THE
LICENSEE REVENUE SHARE SHALL BE PRORATED FOR ANY PARTIAL CALENDAR MONTH DURING
THE TERM.
ARTICLE IV
SCOPE OF SERVICES
SECTION 4.1
SALES AND RELATED SERVICES.
EXCEPT AS EXPRESSLY PROVIDED TO
THE CONTRARY HEREIN, STATION LICENSEE RETAINS SALES AGENT ON AN EXCLUSIVE BASIS
FOR THE TERM TO MARKET AND SELL ALL FORMS OF REGIONAL AND LOCAL SPOT
ADVERTISING, SPONSORSHIPS, DIRECT RESPONSE ADVERTISING, PAID PROGRAMMING
(INCLUDING INFOMERCIALS), AND ALL LONG-FORM ADVERTISING BROADCAST ON THE
STATIONS AND ALL ADVERTISING ON ANY INTERNET SITE MAINTAINED BY OR ON BEHALF OF
THE STATIONS DURING THE TERM (THE "ADVERTISEMENTS").
SUBJECT TO THE
TERMS OF
SCHEDULE 3.1, NATIONAL SPOT ADVERTISING BROADCAST ON THE STATIONS SHALL CONTINUE
TO BE SOLD BY THE STATIONS' NATIONAL REP FIRM AS SELECTED FROM TIME TO TIME BY
STATION LICENSEE.
STATION LICENSEE SHALL PROVIDE TO SALES AGENT AND ITS
EMPLOYEES SUCH INFORMATION AS SALES AGENT MAY REASONABLY REQUEST TO SUPPORT THE
MARKETING AND SALE OF THE ADVERTISEMENTS AND THE COLLECTION OF ACCOUNTS
RECEIVABLE WITH RESPECT THERETO.
SALES AGENT ALSO SHALL BE RESPONSIBLE FOR THE
STATIONS' TRAFFIC, BILLING AND COLLECTION FUNCTIONS FOR THE ADVERTISEMENTS.
SALES AGENT SHALL DESIGNATE AN