Party Transfer:
A Transfer by Rainbow Partner of all of its Interest to
a Special Party.
Stated Value:
As defined in Section 6.8(a).
Tax Matters Partner:
As defined in Section 5.3(a).
Term:
As defined in Section 2.6.
Timely Partner:
As defined in Section 3.2(c).
Transfer:
To sell, assign, transfer, pledge or otherwise dispose of, or
encumber (voluntarily, involuntarily or by operation of law); provided that a
"Transfer" shall not include any bona fide assignment, hypothecation, pledge or
encumbrance to any unaffiliated third party lender in a financing transaction.
Transferring Partner:
As defined in Section 6.8(d).
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ARTICLE II
FORMATION OF GENERAL PARTNERSHIP
2.1
FORMATION
(A)
PURSUANT TO THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT,
RAINBOW PARTNER IS HEREBY ADMITTED TO THE PARTNERSHIP AS A PARTNER OWNING A 60%
SHARING PERCENTAGE AND FOX PARTNER IS HEREBY ADMITTED TO THE PARTNERSHIP AS A
PARTNER OWNING A 40% SHARING PERCENTAGE.
(B)
THE NAME AND MAILING ADDRESS OF EACH PARTNER AND THE AMOUNT
CREDITED TO EACH PARTNER'S CAPITAL ACCOUNT SHALL BE LISTED ON SCHEDULE A
ATTACHED HERETO.
THE MANAGING PARTNER SHALL UPDATE AND DISTRIBUTE TO THE OTHER
PARTNERS SCHEDULE A FROM TIME TO TIME AS NECESSARY TO ACCURATELY REFLECT THE
INFORMATION THEREIN.
ANY AMENDMENT OR REVISION TO SCHEDULE A MADE IN ACCORDANCE
WITH THIS AGREEMENT SHALL NOT BE DEEMED AN AMENDMENT TO THIS AGREEMENT THAT
REQUIRES THE CONSENT OF THE PARTNERS.
ANY REFERENCE IN THIS AGREEMENT TO
SCHEDULE A SHALL BE DEEMED TO BE A REFERENCE TO SCHEDULE A AS AMENDED AND IN
EFFECT FROM TIME TO TIME.
2.2
NAME.
THE NAME OF THE PARTNERSHIP SHALL BE PACIFIC REGIONAL
PROGRAMMING PARTNERS OR ANY OTHER NAME DESIGNATED BY THE PARTNERS' COMMITTEE
UPON COMPLIANCE WITH ALL APPLICABLE LAWS.
2.3
COMPLIANCE WITH PARTNERSHIP AND OTHER LAWS.
THE PARTNERS WILL USE
THEIR REASONABLE BEST EFFORTS TO TAKE THE ACTIONS REQUIRED TO CAUSE THE
PARTNERSHIP TO COMPLY WITH ALL APPLICABLE PARTNERSHIP LAWS, ASSUMED NAME ACTS,
FICTITIOUS NAME ACTS, AND SIMILAR STATUTES IN EFFECT IN EACH JURISDICTION OR
POLITICAL SUBDIVISION IN WHICH THE PARTNERSHIP DOES BUSINESS FROM TIME TO TIME,
AND THE PARTNERS AGREE TO EXECUTE
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APPROPRIATE DOCUMENTS REQUESTED BY THE MANAGING PARTNER WITH THE ADVICE OF
COUNSEL TO COMPLY WITH SUCH LAWS.
ALL ACTIONS TO BE TAKEN PURSUANT TO THIS
SECTION 2.3 BY THE PARTNERSHIP AND BY THE PARTNERS SHALL BE AT PARTNERSHIP
EXPENSE.
2.4
PRINCIPAL PLACE OF BUSINESS.
THE PRINCIPAL PLACE OF BUSINESS OF
THE PARTNERSHIP SHALL BE A PLACE IN THE UNITED STATES DESIGNATED BY THE MANAGING
PARTNER FROM TIME TO TIME.
2.5
PURPOSE.
THE PARTNERSHIP IS FORMED FOR THE OBJECT AND PURPOSE OF,
AND THE NATURE OF THE BUSINESS TO BE CONDUCTED AND PROMOTED BY THE PARTNERSHIP
IS, ENGAGING IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH PARTNERSHIPS MAY BE FORMED
UNDER THE LAWS OF THE STATE OF NEW YORK AND ENGAGING IN ANY AND ALL ACTIVITIES
NECESSARY, CONVENIENT, DESIRABLE OR INCIDENTAL TO THE FOREGOING, INCLUDING,
WITHOUT LIMITATION, ACQUIRING, HOLDING, MANAGING, OPERATING AND DISPOSING OF
REAL AND PERSONAL PROPERTY.
2.6
TERM OF