700 Megahertz Spectrum Sample Clauses

700 Megahertz Spectrum. If, with respect to any Station, Buyer or any Affiliate of Buyer enters into a transaction (or series of transactions) within five (5) years after the Closing to which such Station relates, pursuant to which Buyer or any Affiliate of Buyer receives from a third party any consideration for modifying the facilities of any Station to cease digital or analog operations in the Channel 59-69 Television Band, upon consummation of any such transaction (or series of transactions), Seller shall receive from Buyer fifty percent (50%) of the consideration received by Buyer or any Affiliate of Buyer from such modification of such Station after Buyer and its Affiliates have received in the aggregate for all transactions under this Section 5.3 more than One Hundred Million Dollars ($100,000,000). For purposes of this Section 5.3, (a) the first One Hundred Million Dollars ($100,000,000) received by Buyer and its Affiliates for all transactions described in this Section 5.3 for all of the Stations, as a group, shall be retained by Buyer, (b) to the extent any such consideration is for other than cash, Seller shall receive a cash payment from Buyer based on the fair market value of the consideration received by Buyer or any Affiliate of Buyer; (c) in determining the amount of such consideration received by Buyer and its Affiliates, there shall be deducted the amount of actual, direct, out-of-pocket costs or expenses incurred by Buyer and its Affiliates in connection with the consummation of the transaction that resulted in such consideration; provided, however, that for purposes of this Section 5.3 the amount of costs or expenses deemed to be incurred by Buyer and its Affiliates shall not exceed such consideration received by Buyer or its Affiliates; and (d) if any transaction or series of transactions described in this Section 5.3 involves television stations in addition to the Stations, Buyer agrees to allocate fairly to the Stations the proportionate share of consideration attributable to the Stations based on relative size of the Designated Market Areas in which the Stations operate and the relative amount of spectrum of the Stations utilized in such transaction or series of transactions.
Sample 1
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