to which this indemnity shall
apply, and that Station cooperates fully with NBC in the defense or settlement
of such claim or litigation. Similarly, Station shall indemnify, defend and hold
NBC, its parent, subsidiary and affiliated companies, and their respective
directors, officers and employees, harmless with respect to (x) material added
to or deleted from any program by Station, except for cut-ins produced by or on
behalf of NBC and inserted by Station at NBC's direction and (y) any programming
or other material broadcast by Station and not provided by NBC hereunder.
These indemnities shall not apply to litigation expenses, including attorneys'
fees, which the indemnified party elects to incur on its own behalf. Except as
otherwise provided herein, neither Station, on the one hand, nor NBC, on the
other hand, shall have any rights against the other for claims by third persons,
or for the non-operation of facilities or the non-furnishing of programs for
broadcasting, if such non-operation or non-furnishing is due to failure of
equipment, actions or claims by any third person, labor disputes, or any cause
beyond such party's reasonable control.
13.
PROGRAM DEVELOPMENT COSTS. THROUGHOUT THE TERM OF THIS AGREEMENT,
UPON REQUEST FROM NBC, STATION SHALL PARTICIPATE WITH NBC TO CONTRIBUTE
FINANCIALLY, PRO-RATA ON A STATION-BY-STATION BASIS BASED UPON DESIGNATED MARKET
AREA ("DMA") (AS DEFINED BY NIELSEN) PERCENTAGE, TO FUTURE NBC EFFORTS TO SECURE
AS PART OF NBC PROGRAMMING MAJOR SPORTS AND ENTERTAINMENT PROGRAMMING
OPPORTUNITIES (INCLUDING, FOR EXAMPLE AND WITHOUT LIMITATION, RIGHTS TO
BROADCAST NATIONAL FOOTBALL LEAGUE GAMES AND ENTERTAINMENT PROGRAMS SUCH AS
"ER").
14.
CHANGE IN OPERATIONS. STATION REPRESENTS AND WARRANTS THAT IT
HOLDS A VALID LICENSE GRANTED BY THE FCC TO OPERATE STATION AS A TELEVISION
BROADCAST STATION; SUCH REPRESENTATION AND WARRANTY SHALL CONSTITUTE A
CONTINUING REPRESENTATION AND WARRANTY BY STATION. IN THE EVENT THAT AT ANY TIME
(A) STATION'S TRANSMITTER LOCATION, POWER, FREQUENCY, PROGRAMMING FORMAT OR
HOURS OF OPERATION ARE MATERIALLY CHANGED, (B) STATION CEASES TO PRODUCE AND
BROADCAST LOCAL NEWS, OR (C) THE NUMBER OF HOURS OF LOCAL NEWS WHICH STATION
BROADCASTS MATERIALLY DECREASES, IN EACH CASE SO THAT SUCH STATION IS OF LESS
VALUE TO NBC AS A BROADCASTER OF NBC PROGRAMMING THAN AT THE DATE OF THIS
AGREEMENT, THEN NBC MAY TERMINATE THIS AGREEMENT UPON THIRTY (30) DAYS PRIOR
WRITTEN NOTICE TO SUCH STATION(S).
15.
DTV CONVERSION. STATION ACKNOWLEDGES THAT UPON COMMENCEMENT OF
OPERATION OF STATION'S DIGITAL TELEVISION SIGNAL ("DTV CHANNEL"), STATION WILL,
TO THE SAME EXTENT AS THIS AGREEMENT PROVIDES FOR CARRIAGE OF NBC PROGRAMMING ON
ITS ANALOG CHANNEL, CARRY ON SUCH DTV CHANNEL THE DIGITAL FEED OF SUCH NBC
PROGRAMMING AS AND IN THE TECHNICAL FORMAT PROVIDED BY NBC CONSISTENT WITH THE
ATSC STANDARDS AND ALL "PROGRAM-RELATED MATERIAL" (COLLECTIVELY, THE "NETWORK
DIGITAL FEED"). AS USED IN THIS PARAGRAPH, "PROGRAM-RELATED MATERIAL" SHALL MEAN
(I) CLOSED-CAPTIONING INFORMATION, (II) PROGRAM IDENTIFICATION CODES, (III)
PROGRAM RATINGS INFORMATION, (IV) ALTERNATIVE LANGUAGE FEEDS RELATED TO THE
PROGRAMMING, (V) NIELSEN DATA, (VI) PROGRAMMING, DATA AND OTHER ENHANCEMENTS
WHICH ARE RELATED TO THE PROGRAMMING AND NETWORK