Additional Provisions Relating to Permitted Dispositions. Except as otherwise expressly provided in this Section 8.3, the following provisions shall apply to each Permitted Disposition under this Article VIII:
(a) In the event the Private Owner proposes to make a Permitted Disposition, the Private Owner shall be required to pay any and all filing and recording fees, fees of counsel and accountants and other out-of-pocket costs and expenses reasonably incurred by the Initial Member and/or the Company in connection with such Permitted Disposition.
(b) The transferee in a Permitted Disposition shall deliver to the Company, with a copy to the Initial Member, an agreement, in form and substance reasonably satisfactory to the Initial Member, by which such transferee shall (i) agree to become a party to and be bound by this Agreement as the “Private Owner,” agree (if the transferor Member, prior to such transfer, also was the Manager) to be appointed as the “Manager”, and without limitation of the generality of the foregoing, agree to be bound by the other terms of Section 8.4 hereof, (ii) assume and agree to perform when due all of the obligations of the Private Owner and the Manager (if the transferor Member, prior to such transfer, also was the Manager) under this Agreement, and (iii) represent and warrant that it complies with the requirements set forth in Article X.
(c) In connection with each Permitted Disposition, the Private Owner and the transferee shall deliver to the Company and the Initial Member such other documents and instruments as the Initial Member reasonably may request and which are required to effect the Permitted Disposition and substitute the transferee as a Member.
Additional Provisions Relating to Permitted Dispositions. (a) Each Member shall, to the extent reasonably requested from time to time by the other Member, cooperate and cause its Affiliates to cooperate (and, together with the requesting Member, cause the Company and the Company’s Subsidiaries to cooperate) with the requesting Member promptly to (and, in the case of a Member, to cause the Company to) make all filings, give all notices and seek to secure all consents, approvals and waivers (including all Governmental Actions/Filings) that may be required in order to consummate, or otherwise in connection with, a proposed Permitted Disposition; provided, however, that the non-transferring Member shall not be obligated to take, or to cause its Affiliates, the Company or the Company’s Subsidiaries to take, any action that the non-transferring Member reasonably determines involves any material risk (other than any risk attributable to the fact that such action might lead to consummation of the proposed Permitted Disposition) of resulting in a material adverse effect on the business, financial condition, properties, value or prospects of the non-transferring Member (or any of its Affiliates) or the Company.
(b) Unless and to the extent waived by the non-transferring Member in its discretion, the transferee in a Permitted Disposition shall deliver to the non-transferring Member an agreement, in form and substance reasonably satisfactory to the non-transferring Member, by which such transferee shall: (i) agree, for the benefit of the non-transferring Member (and its Successors), to become a party to and be bound by this Agreement as a “Member” (with the same effect as if the transferee had initially been named herein as the Member making the transfer); (ii) assume and agree to perform when due all of the obligations of the transferring Member under this Agreement; and (iii) make appropriate representations regarding compliance with the Securities Act of 1933, as amended, and the rules and regulations thereunder as they apply to the Disposition and such other representations as are reasonable and customary in such a transaction.
(c) No Permitted Disposition by the Tribune Member shall impair or otherwise release the Tribune Member and its Affiliates from any of their obligations under the Tribune Indemnity Agreement.
