MAY WITHHOLD SUCH CONSENT IF
AFTER CONDUCTING GOOD FAITH DUE DILIGENCE ON THE PROPOSED TRANSFEREE, NBC HAS
LEGITIMATE COMPETITIVE, FINANCIAL OR OPERATIONAL REASONS NOT TO CONSENT) AND NO
PERMITTED ASSIGNMENT OR TRANSFER SHALL RELIEVE STATION OF ITS OBLIGATIONS
HEREUNDER. ANY PURPORTED ASSIGNMENT OR TRANSFER BY STATION WITHOUT NBC'S CONSENT
AS REQUIRED HEREBY SHALL BE NULL AND VOID AND NOT ENFORCEABLE AGAINST NBC.
(B)
STATION AGREES THAT IF ANY APPLICATION IS MADE TO THE FCC
PERTAINING TO AN ASSIGNMENT OR A TRANSFER OF CONTROL OF STATION'S LICENSE, OR
ANY INTEREST THEREIN, STATION SHALL IMMEDIATELY NOTIFY NBC IN WRITING OF THE
FILING OF SUCH APPLICATION. EXCEPT AS TO "SHORT FORM" ASSIGNMENTS OR TRANSFERS
OF CONTROL MADE PURSUANT TO SECTION 73.3540(F), NBC SHALL HAVE THE RIGHT TO
TERMINATE THIS AGREEMENT ON ANY BASIS NBC DEEMS REASONABLE WITH RESPECT TO
STATION FOR WHICH AN APPLICATION WAS MADE, IN THE EVENT OF ANY ASSIGNMENT OR
TRANSFER. STATION AGREES THAT
8
promptly following Station's notice to NBC, Station shall arrange for a meeting
between NBC and the proposed assignee or transferee to review the financial and
operating plans, and such other information as NBC may request of the proposed
assignee or transferee.
(C)
FOR PURPOSES OF THIS SECTION 18, (I) "CONTROL" SHALL MEAN HAVING
THE POWER TO DIRECT THE AFFAIRS OF AN ENTITY BY REASON OF ANY OF THE FOLLOWING:
(X) HAVING THE POWER TO ELECT OR APPOINT, DIRECTLY OR INDIRECTLY, A MAJORITY OF
THE GOVERNING BODY OF SUCH ENTITY, (Y) OWNING OR CONTROLLING THE RIGHT TO VOTE A
MAJORITY OF THE VOTING INTEREST OF SUCH ENTITY OR (Z) OTHERWISE OWNING OR
CONTROLLING A MAJORITY INTEREST IN SUCH ENTITY, AND (II) "TRANSFER" SHALL
INCLUDE, WITHOUT LIMITATION, ANY DIRECT OR INDIRECT CHANGE: IN THE CONTROL OF
ANY STATION OR ANY PARENT OR SUBSIDIARY COMPANY OF STATION.
19.
NOTICES/APT. NOTICES HEREUNDER SHALL BE IN WRITING AND SHALL BE
GIVEN (A) BY PERSONAL DELIVERY OR OVERNIGHT COURIER SERVICE: ADDRESSED TO
STATION, ATTN: GENERAL MANAGER, AT THE ADDRESS SET FORTH ON THE FIRST PAGE OF
THIS AGREEMENT, AND TO NBC AT THE ADDRESS SET FORTH ON THE FIRST PAGE OF THIS
AGREEMENT, ATTENTION: EXECUTIVE VICE PRESIDENT, AFFILIATE RELATIONS, WITH A COPY
TO VICE PRESIDENT, LAW DEPARTMENT; OR AT SUCH OTHER ADDRESS OR ADDRESSES AS MAY
BE SPECIFIED IN WRITING BY THE PARTY TO WHOM THE NOTICE IS GIVEN OR (B) IF SUCH
NOTICE RELATES TO THE SCHEDULING, SUBSTITUTION, WITHDRAWAL, PREEMPTION OR OTHER
ASPECT OF PROGRAMMING HEREUNDER, BY POSTING TO APT OR BY SUCH OTHER MEANS AS NBC
MAY SPECIFY TO STATION FROM TIME TO TIME. NOTICES SHALL BE DEEMED GIVEN WHEN
PERSONALLY DELIVERED AND ON THE NEXT BUSINESS DAY FOLLOWING DISPATCH BY
OVERNIGHT COURIER SERVICE. NBC AND STATION AGREE TO MONITOR APT ON AT LEAST A
DAILY BASIS AND TO UPDATE APT AS PROMPTLY AS PRACTICABLE AND IN ANY EVENT SO AS
TO COMPLY WITH THE NOTICE PERIODS PROVIDED HEREIN.
20.
ENTIRE AGREEMENT/AMENDMENTS. THE FOREGOING CONSTITUTES THE ENTIRE
AGREEMENT BETWEEN STATION AND NBC WITH RESPECT TO THE AFFILIATION OF