BE SPECIFIED IN A NOTICE GIVEN IN ACCORDANCE WITH THIS SECTION 13.02):
(A)
IF TO SELLERS:
Sinclair Broadcast Group, Inc.
10706 Beaver Dam Road
Cockeysville, MD
21030
Attn:
President
Facsimile: (410) 568-1533
Telephone No.: (410) 568-1504
With a copy to:
Sinclair Broadcast Group, Inc.
10706 Beaver Dam Road
Cockeysville, MD
21030
Attn:
General Counsel
45
Facsimile: (410) 568-1537
Telephone No.: (410) 568-1524
if to Buyer:
Viacom Inc.
1515 Broadway
New York, NY
10036
Attention:
General Counsel
Facsimile:
(212) 258-6099
Telephone No.:
(212) 258-6070
With a copy to:
CBS Broadcasting Inc.
524 West 57th Street
New York, NY
10019
Attention:
President, Viacom Television Stations Group
Facsimile:
(212) 975-6910
Telephone No.:
(212)
975-4334
SECTION 13.03
HEADINGS.
THE HEADINGS CONTAINED IN THIS
AGREEMENT ARE FOR REFERENCE PURPOSES ONLY AND SHALL NOT AFFECT IN ANY WAY THE
MEANING OR INTERPRETATION OF THIS AGREEMENT.
SECTION 13.04
SEVERABILITY.
IF ANY TERM OR OTHER PROVISION
OF THIS AGREEMENT IS INVALID, ILLEGAL OR INCAPABLE OF BEING ENFORCED BECAUSE OF
ANY LAW OR PUBLIC POLICY, ALL OTHER CONDITIONS AND PROVISIONS OF THIS AGREEMENT
SHALL NEVERTHELESS REMAIN IN FULL FORCE AND EFFECT SO LONG AS THE ECONOMIC OR
LEGAL SUBSTANCE OF THE TRANSACTIONS CONTEMPLATED HEREBY IS NOT AFFECTED IN ANY
MANNER ADVERSE TO ANY PARTY HERETO.
UPON SUCH DETERMINATION THAT ANY TERM OR
OTHER PROVISION IS INVALID, ILLEGAL OR INCAPABLE OF BEING ENFORCED, THE PARTIES
HERETO SHALL NEGOTIATE IN GOOD FAITH TO MODIFY THIS AGREEMENT SO AS TO EFFECT
THE ORIGINAL INTENT OF THE PARTIES AS CLOSELY AS POSSIBLE IN A MUTUALLY
ACCEPTABLE MANNER IN ORDER THAT THE TRANSACTIONS CONTEMPLATED HEREBY BE
CONSUMMATED AS ORIGINALLY CONTEMPLATED TO THE GREATEST EXTENT POSSIBLE.
SECTION 13.05
ENTIRE AGREEMENT.
THIS AGREEMENT, THE
CONFIDENTIALITY AGREEMENT, THE ANCILLARY AGREEMENTS AND ANY AGREEMENTS AND OTHER
DOCUMENTS ENTERED INTO CONTEMPORANEOUSLY WITH THIS AGREEMENT CONSTITUTE THE
ENTIRE AGREEMENT OF THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF
AND THEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERTAKINGS, BOTH WRITTEN
AND ORAL, BETWEEN PARENT AND SELLERS ON THE ONE HAND AND BUYER ON THE OTHER HAND
WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF, EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED HEREIN.
SECTION 13.06
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT WILL
BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS; PROVIDED THAT NO PARTY MAY ASSIGN,
DELEGATE OR OTHERWISE TRANSFER ANY OF ITS RIGHTS OR OBLIGATIONS UNDER THIS
AGREEMENT WITHOUT THE CONSENT OF THE OTHER PARTY HERETO; PROVIDED FURTHER THAT
CHESAPEAKE MAY, WITHOUT SUCH CONSENT, ASSIGN ANY OR ALL OF ITS RIGHTS AND
OBLIGATIONS TO A WHOLLY OWNED, DIRECT OR INDIRECT SUBSIDIARY OF PARENT; AND,
PROVIDED FURTHER THAT BUYER MAY, WITHOUT SUCH CONSENT, ASSIGN ANY OR ALL OF ITS
RIGHTS BUT NOT ITS OBLIGATIONS UNDER THIS AGREEMENT TO ANY OF ITS AFFILIATES OR
ANY "QUALIFIED INTERMEDIARY" AS DEFINED IN TREAS. REG. SEC. 1.1031(K)-1(G)(4) OR
TO ANY EAT.
SECTION 13.07
NO RECOURSE.
NOTWITHSTANDING ANY OF THE TERMS
OR PROVISIONS OF THIS AGREEMENT, PARENT, EACH SELLER AND BUYER AGREE THAT
NEITHER IT