Common use of All-Talk Stations Clause in Contracts

All-Talk Stations. In the event that Station falls within the description of an “All- Talk” station set forth on the SESAC Radio Broadcasting All-Talk Amendment for RMLC- Represented Stations (the “All-Talk Amendment”), attached as Exhibit B hereto, LICENSEE may complete the All-Talk Amendment and submit it to SESAC, and subject to SESAC’s right to verify Station’s eligibility under the All-Talk Amendment, LICENSEE will pay license fees in accordance with the terms thereof. If eligible, Station may elect to be licensed on an “All-Talk” basis, and if Station no longer qualifies for the “All-Talk Amendment,” Station shall be licensed on a blanket basis under the terms above, at the beginning of any calendar quarter by providing forty-five (45)-days’ advance written notice to SESAC. If SESAC determines that Station is licensed on an “All-Talk” basis but no longer qualifies for the “All-Talk Amendment,” and there is no good-faith dispute regarding Station’s eligibility for the All-Talk Amendment, then, provided that SESAC gives forty-five (45) days’ advance written notice to LICENSEE, Station shall be licensed on a blanket basis under the terms above, at the beginning of any calendar quarter following the calendar quarter in which SESAC provides notice that Station no longer qualifies for the “All-Talk Amendment.” In the event any dispute between the Parties arises from this Section 4.E of this Agreement, then the Parties shall first negotiate in good faith to attempt to resolve such dispute through negotiations, including escalation of such dispute to representatives of each Party at least one level higher in their organizations than the principal negotiators. Negotiations shall commence upon the date either Party provides notice of such dispute to the other Party (the “Dispute Notice”). If the dispute is not resolved within thirty (30) days following the date of the Dispute Notice, such dispute shall be subject to final binding arbitration as provided herein. The arbitration shall be conducted pursuant to the JAMS Comprehensive Arbitration Rules and Procedures in effect at the time that either Party makes a request for arbitration (the “Arbitration Rules”), and in accordance with the Expedited Procedures in those Arbitration Rules, including Rules 16.1 and 16.2 of those Arbitration Rules, except as modified herein. Arbitrations between the Parties shall take place in New York, New York. The arbitration shall take place before a single neutral arbitrator (the “Arbitrator”) selected in accordance with the Arbitration Rules but no later than thirty (30) days from the time the request for arbitration is made. All discovery shall be completed within forty- five (45) days of selection of the Arbitrator, and the arbitration hearing shall be conducted no later than sixty (60) days after selection of the Arbitrator. The Arbitrator shall render his or her award or decision no later than thirty (30) days after close of the arbitration hearing. Any award or decision in arbitration shall be final and binding upon the Parties and shall be enforceable by judgment of any court of competent jurisdiction. In any arbitration under this provision, the prevailing party shall be entitled to reimbursement of its reasonable costs and expenses (but not its attorney’s fees) for the arbitration. LICENSEE further agrees to the exclusive jurisdiction of the federal or state courts in New York, New York for purposes of any pre-arbitral injunctive relief, including any application for a preliminary injunction or order compelling arbitration, and waive any objection to laying venue in any such action or proceeding in such courts, or that such courts are an inconvenient forum or do not have jurisdiction over a Party. Neither the Parties nor the Arbitrator may publicly disclose the existence, content or results of any arbitration hereunder without the prior consent of both Parties; provided, however, that LICENSEE may disclose the existence, content and/or results of any arbitration pursuant to this Section 4.E to the RMLC and its counsel, and the results of any such arbitration may be disclosed in any subsequent mediation or arbitration to which SESAC and RMLC or LICENSEE are parties.

All-Talk Stations. In the event that Station falls within the description of an “All- Talk” station set forth on the SESAC Radio Broadcasting All-Talk Amendment for RMLC- Represented Stations Stations, which is attached hereto as Exhibit C (the “All-Talk Amendment”), attached as Exhibit B hereto, LICENSEE may complete the All-Talk Amendment and submit it to SESAC, and subject to SESAC’s right to verify StationLICENSEE’s eligibility under the All-Talk Amendment, LICENSEE will pay license fees in accordance with the terms thereof. If eligible, Station Eligible Stations may elect to be licensed on an “All-Talk” basis, and if Station stations that no longer qualifies qualify for the “All-Talk Amendment,” Station shall be licensed on a blanket basis under the terms above, at the beginning of any calendar quarter by providing forty45-five (45)-daysdays’ advance written notice to SESAC. If SESAC determines that a Station is licensed on an “All-Talk” basis but no longer qualifies for the “All-Talk Amendment,” and there is no good-faith dispute regarding Station’s eligibility for the All-Talk Amendment, then, provided that SESAC gives forty45-five (45) days’ advance written notice to LICENSEE, the Station shall be licensed on a blanket basis under the terms above, at the beginning of any calendar quarter following the calendar quarter in which SESAC provides notice that the Station no longer qualifies for the “All-Talk Amendment.” In the event any dispute between the Parties arises from this Section 4.E of this Agreement, then the Parties shall first negotiate in good faith to attempt to resolve such dispute through negotiations, including escalation of such dispute to representatives of each Party at least one level higher in their organizations than the principal negotiators. Negotiations shall commence upon the date either Party provides notice of such dispute to the other Party (the “Dispute Notice”). If the dispute is not resolved within thirty (30) 30 days following the date of the Dispute Notice, such dispute shall be subject to final binding arbitration as provided herein. The arbitration shall be conducted pursuant to the JAMS Comprehensive Arbitration Rules and Procedures in effect at the time that either Party makes a request for arbitration (the “Arbitration Rules”), and in accordance with the Expedited Procedures in those Arbitration Rules, including Rules 16.1 and 16.2 of those Arbitration Rules, except as modified herein. Arbitrations between the Parties shall take place in New York, New York. The arbitration shall take place before a single neutral arbitrator (the “Arbitrator”) selected in accordance with the Arbitration Rules but no later than thirty (30) 30 days from the time the request for arbitration is made. All discovery shall be completed within forty- five (45) 45 days of selection of the Arbitrator, and the arbitration hearing shall be conducted no later than sixty (60) 60 days after selection of the Arbitrator. The Arbitrator shall render his or her award or decision no later than thirty (30) 30 days after close of the arbitration hearing. Any award or decision in arbitration shall be final and binding upon the Parties and shall be enforceable by judgment of any court of competent jurisdiction. In any arbitration under this provision, the prevailing party shall be entitled to reimbursement of its reasonable costs and expenses (but not its attorney’s fees) for the arbitration. LICENSEE further agrees to the exclusive jurisdiction of the federal or state courts in New York, New York for purposes of any pre-arbitral injunctive relief, including any application for a preliminary injunction or order compelling arbitration, and waive any objection to laying venue in any such action or proceeding in such courts, or that such courts are an inconvenient forum or do not have jurisdiction over a Party. Neither the Parties nor the Arbitrator may publicly disclose the existence, content or results of any arbitration hereunder without the prior consent of both Parties; provided, however, that LICENSEE may disclose the existence, content and/or results of any arbitration pursuant to this Section 4.E to the RMLC and its counsel, and the results of any such arbitration may be disclosed in any subsequent mediation or arbitration to which SESAC and RMLC or LICENSEE are parties.