60% OF ITS GRP COMMITMENT TO BE ALLOCATED TO PRIME TIME
(E.G., EASTERN, PACIFIC STATIONS: 8-11 PM MONDAY-SATURDAY AND 7-11 PM SUNDAY;
CENTRAL, MOUNTAIN STATIONS: 7-10 PM MONDAY-SATURDAY AND 6-10 PM SUNDAY).
STATION SHALL PROVIDE NBC WITH APPROPRIATE DOCUMENTATION TO SUBSTANTIATE
DELIVERY OF THEIR GRP COMMITMENT.
(C)
STATION SHALL CONTINUE TO PARTICIPATE IN THE "SWAP" PROGRAM AS IT
IS PRESENTLY DEFINED.
18.
Assignment.
(A)
THIS AGREEMENT MAY NOT BE ASSIGNED OR TRANSFERRED (INCLUDING
PURSUANT TO ANY CHANGE IN THE CONTROL OF LICENSEE OR STATION EXCEPT CHANGES IN
OWNERSHIP OR CONTROL PURSUANT TO SECTION 73.3540(F) OF THE COMMISSION'S RULES)
DIRECTLY OR INDIRECTLY, WHETHER BY OPERATION OF LAW OR OTHERWISE, WITHOUT THE
PRIOR WRITTEN CONSENT OF NBC, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD
(IT BEING UNDERSTOOD THAT NBC 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 PRIOR TO THE DATE OF
SUCH ASSIGNMENT OR TRANSFER.
ANY PURPORTED ASSIGNMENT OR TRANSFER BY LICENSEE
OR STATION (OTHER THAN CHANGES IN OWNERSHIP OR CONTROL OF STATION PURSUANT TO
SECTION 73.3540(F) OF THE COMMISSION'S RULES) WITHOUT NBC'S CONSENT, WHICH
CONSENT SHALL NOT BE UNREASONABLY WITHHELD, AS REQUIRED HEREBY SHALL BE NULL AND
VOID AND NOT ENFORCEABLE AGAINST NBC.
PROVIDED THAT THE ASSIGNEE OR TRANSFEREE
(AS THE CASE MAY BE) HAS ASSUMED ALL OF LICENSEE'S AND STATION'S OBLIGATIONS
UNDER THIS AGREEMENT WITHOUT LIMITATION WHATSOEVER, LICENSEE AND STATION SHALL
BE RELEASED FOR PERFORMANCE UNDER THIS AGREEMENT THAT ACCRUES FOLLOWING A
TRANSFER OF THE AGREEMENT THAT IS APPROVED BY NBC.
(B)
THE 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'S FAILURE TO NOTIFY STATION
TO THE CONTRARY IN WRITING WITHIN 45 DAYS OF THE STATION'S GIVING NOTICE OF AN
ASSIGNMENT OR TRANSFER OF ITS LICENSE SHALL CONSTITUTE NBC'S CONSENT TO TRANSFER
ASSIGNMENT OF THIS AGREEMENT TO THE STATION'S ASSIGNEE OR TRANSFEREE.
STATION
AGREES
8
that 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 reasonably
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