INCLUDING ANY PROCEEDING BY A PRIVATE PARTY, IS INSTITUTED (OR
THREATENED TO BE INSTITUTED) CHALLENGING ANY TRANSACTION CONTEMPLATED BY THIS
AGREEMENT AS VIOLATIVE OF ANY REGULATORY LAW, EACH OF THE COMPANY AND THE ESOP
SHALL COOPERATE IN ALL RESPECTS WITH EACH OTHER AND SHALL USE THEIR RESPECTIVE
REASONABLE BEST EFFORTS TO CONTEST AND RESIST ANY SUCH ACTION OR PROCEEDING AND
TO HAVE VACATED, LIFTED, REVERSED OR OVERTURNED ANY DECREE, JUDGMENT, INJUNCTION
OR OTHER ORDER, WHETHER TEMPORARY, PRELIMINARY OR PERMANENT, THAT IS IN EFFECT
AND THAT PROHIBITS, PREVENTS OR RESTRICTS CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
NOTWITHSTANDING THE FOREGOING OR ANY OTHER
PROVISION OF THIS AGREEMENT, NOTHING IN THIS SECTION 5.6 SHALL LIMIT A PARTY'S
RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO SECTION 7.1(B) OR 7.1(C) SO LONG
AS SUCH PARTY HAS, PRIOR TO SUCH TERMINATION, COMPLIED WITH ITS OBLIGATIONS
UNDER THIS SECTION 5.6.
(D)
FOR PURPOSES OF THIS AGREEMENT, "REGULATORY LAW" MEANS THE
COMMUNICATIONS ACT, THE SHERMAN ACT OF 1890, THE CLAYTON ANTITRUST ACT OF 1914,
THE HSR ACT, THE FEDERAL TRADE COMMISSION ACT OF 1914 AND ALL OTHER FEDERAL,
STATE OR FOREIGN STATUTES, RULES, REGULATIONS, ORDERS, DECREES, ADMINISTRATIVE
AND JUDICIAL DOCTRINES AND OTHER LAWS, INCLUDING WITHOUT LIMITATION ANY
ANTITRUST, COMPETITION OR TRADE REGULATION LAWS, THAT ARE DESIGNED OR INTENDED
TO (I) PROHIBIT, RESTRICT OR REGULATE ACTIONS HAVING THE PURPOSE OR EFFECT OF
MONOPOLIZATION OR RESTRAINT OF TRADE OR LESSENING COMPETITION THROUGH MERGER OR
ACQUISITION, (II) REGULATE MEDIA OWNERSHIP OR (III) PROTECT THE NATIONAL
SECURITY OR THE NATIONAL ECONOMY OF ANY NATION.
(E)
THE ESOP AND THE COMPANY ACKNOWLEDGE THAT LICENSE RENEWAL
APPLICATIONS (EACH, A "RENEWAL APPLICATION") MAY BE PENDING BEFORE THE FCC WITH
RESPECT TO ONE OR MORE COMPANY STATIONS (EACH, A "RENEWAL STATION").
IN ORDER
TO AVOID DISRUPTION OR DELAY IN THE PROCESSING OF THE FCC APPLICATIONS, THE ESOP
AND THE COMPANY AGREE, AS PART OF THE FCC APPLICATIONS, TO REQUEST THAT THE FCC
APPLY ITS POLICY PERMITTING THE PROCESSING OF LICENSE ASSIGNMENTS AND TRANSFERS
IN TRANSACTIONS INVOLVING MULTIPLE MARKETS, NOTWITHSTANDING THE PENDENCY OF ONE
OR MORE LICENSE RENEWAL APPLICATIONS.
THE ESOP AND THE COMPANY AGREE TO MAKE
SUCH REPRESENTATIONS AND UNDERTAKINGS AS ARE REASONABLY NECESSARY OR APPROPRIATE
TO INVOKE SUCH POLICY, INCLUDING UNDERTAKINGS TO ASSUME THE POSITION OF
APPLICANT WITH RESPECT TO ANY PENDING RENEWAL APPLICATION, AND TO ASSUME THE
RISKS RELATING TO SUCH RENEWAL APPLICATION.
TO THE EXTENT REASONABLY NECESSARY
TO EXPEDITE GRANT OF A RENEWAL APPLICATION, AND THEREBY FACILITATE GRANT OF THE
FCC APPLICATIONS, THE ESOP AND THE COMPANY SHALL ENTER INTO TOLLING AGREEMENTS
WITH THE FCC WITH RESPECT TO THE RELEVANT RENEWAL APPLICATION AS REASONABLY
41
NECESSARY OR APPROPRIATE TO EXTEND THE STATUTE OF LIMITATIONS FOR THE FCC TO
DETERMINE OR IMPOSE A FORFEITURE PENALTY AGAINST SUCH RENEWAL STATION IN
CONNECTION WITH ANY PENDING COMPLAINTS, INVESTIGATIONS, LETTERS OF INQUIRY OR
OTHER PROCEEDINGS, INCLUDING COMPLAINTS THAT SUCH RENEWAL STATION AIRED
PROGRAMMING THAT CONTAINED OBSCENE, INDECENT OR PROFANE MATERIAL (A "TOLLING
AGREEMENT").
THE ESOP AND THE COMPANY SHALL CONSULT IN GOOD FAITH WITH