TO OBSERVE AND TO PERFORM SUCH OTHER
PARTY'S COVENANTS, CONDITIONS, AGREEMENTS AND OBLIGATIONS HEREUNDER, AND THE
PARTIES HEREBY AGREE NEITHER TO OPPOSE NOR TO RESIST THE ISSUANCE OF SUCH A
DECREE ON THE GROUNDS THAT THERE MAY EXIST AN ADEQUATE REMEDY AT LAW FOR ANY
MATERIAL BREACH OF THIS AGREEMENT.
SECTION 8.5
EXCLUSIVITY. AFTER THE BASE DATE, THE INDEMNIFICATION PROVIDED
BY THIS SECTION 8 SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF EITHER OF SALES
AGENT AND STATION LICENSEE AGAINST THE OTHER PARTY HERETO FOR ANY CLAIM ARISING
OUT OF A BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT HEREIN OR
OTHERWISE IN CONNECTION WITH THIS AGREEMENT; PROVIDED, THAT THIS SECTION 8.5
SHALL NOT PROHIBIT (A) INJUNCTIVE RELIEF (INCLUDING SPECIFIC PERFORMANCE)
PURSUANT TO SECTION 8.4 OR IF AVAILABLE UNDER APPLICABLE LAW OR (B) ANY OTHER
REMEDY AVAILABLE AT LAW OR IN EQUITY FOR ANY FRAUD COMMITTED IN CONNECTION WITH
THIS AGREEMENT.
ARTICLE IX
MISCELLANEOUS
SECTION 9.1
NO PARTNERSHIP OR JOINT VENTURE. THIS AGREEMENT IS NOT
INTENDED TO BE, AND SHALL NOT BE CONSTRUED AS, AN AGREEMENT TO FORM A
PARTNERSHIP OR A JOINT VENTURE BETWEEN THE PARTIES. EXCEPT AS OTHERWISE
SPECIFICALLY PROVIDED IN THIS AGREEMENT, NO PARTY SHALL BE AUTHORIZED TO ACT AS
AN AGENT OF OR OTHERWISE TO REPRESENT ANY OTHER PARTY HERETO.
SECTION 9.2
CONFIDENTIALITY. EACH PARTY HERETO AGREES THAT IT WILL NOT AT
ANY TIME DURING OR AFTER THE TERMINATION OF THIS AGREEMENT DISCLOSE TO OTHERS OR
USE, EXCEPT AS DULY AUTHORIZED IN CONNECTION WITH THE CONDUCT OF THE BUSINESS OR
THE RENDERING OF SERVICES HEREUNDER, ANY SECRET OR CONFIDENTIAL INFORMATION OF
THE OTHER PARTIES. TO THE EXTENT REQUIRED BY THE COMMUNICATIONS ACT AND FCC
RULES, EACH PARTY SHALL PLACE A COPY OF THIS AGREEMENT IN ITS PUBLIC INSPECTION
FILE AND SHALL CONSULT WITH THE OTHER PARTY AND AGREE UPON THE CONFIDENTIAL AND
PROPRIETARY INFORMATION HEREIN THAT SHALL BE REDACTED FROM SUCH COPY.
SECTION 9.3
ASSIGNMENT; BENEFIT; BINDING EFFECT. NO PARTY MAY ASSIGN THIS
AGREEMENT OR DELEGATE ITS OBLIGATIONS UNDER THIS AGREEMENT WITHOUT THE PRIOR
WRITTEN CONSENT OF THE OTHER PARTIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, (A) SALES AGENT MAY ASSIGN ITS
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RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT TO ANY SUCCESSOR IN INTEREST AS THE
OPERATOR OR LICENSEE OF TELEVISION BROADCAST STATIONS WPBN(TV) AND WTOM(TV) OR
PURCHASER OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF SUCH STATIONS (EACH A
"SALES AGENT ASSIGNEE") UPON WRITTEN NOTICE TO STATION LICENSEE; PROVIDED,
HOWEVER, THAT SUCH SALES AGENT ASSIGNEE SHALL ALSO ASSUME THE RIGHTS AND
OBLIGATIONS OF THE OPTION HOLDER (AS DEFINED IN THE OPTION AGREEMENT) UNDER THE
OPTION AGREEMENT, AND PROVIDED THAT SALES AGENT, AS ASSIGNOR, SHALL GUARANTEE,
AND REMAIN RESPONSIBLE FOR, THE FULL AND COMPLETE PERFORMANCE OF ITS SALES AGENT
ASSIGNEE AND ANY SUBSEQUENT ASSIGNEE OF SALES AGENT ASSIGNEE AND (B) STATION
LICENSEE SHALL ASSIGN THIS AGREEMENT AND ALL OF ITS RIGHTS AND OBLIGATIONS
HEREUNDER TO ANY PERSON TO WHICH THE FCC LICENSES ARE TRANSFERRED OR ASSIGNED
WITH THE PRIOR WRITTEN CONSENT OF SALES