Certain Matters Upon Termination. 7.4.1. If this Agreement is terminated for any reason other than the occurrence of the Closing under the KIXW/KZXY Purchase Agreement,
(a) Programmer shall assign, transfer and convey to Licensee all of Programmer's rights in, to and under all agreements with advertisers existing on the date of such termination (collectively the "Reassumed Contracts"). Programmer shall use reasonable efforts to promptly obtain and deliver to Licensee, at Programmer's expense, any necessary consents to the assignment of the Reassumed Contracts to Licensee.
(b) Licensee shall assume from Programmer all liabilities, obligations and commitments of Programmer arising or accruing on or after the date of termination pursuant to the Reassumed Contracts, and Programmer shall be responsible only for those obligations under the Reassumed Contracts arising on or after the Commencement Date and prior to the termination of this Agreement.
(c) Programmer shall return to Licensee any equipment or property of the Stations used by Programmer, its employees or agents, in substantially the same condition as such equipment existed on the date hereof, ordinary wear and tear excepted.
(d) Accounts Receivables shall be handled as set forth in Section 4.1(b) hereof.
(e) Prorations shall be handled in the manner set forth in Sections 4.5, 4.6 and 4.7 hereof; PROVIDED HOWEVER, that income and expenses shall be prorated between Programmer and Licensee as of 12:01 a.m. on the Termination Date, and all prorations shall be based upon the principle that Programmer shall incur or be entitled to all income earned and shall be responsible for all liabilities and obligations incurred or accruing in connection with the operation of the Stations until the Termination Date, and Licensee shall be entitled to all income earned and be responsible for such liabilities and obligations incurred by Licensee thereafter.
7.4.2. No expiration or termination of this Agreement shall terminate the obligation of each party to indemnify the other for claims of third parties under Section 5 of this Agreement or limit or impair any party's rights to receive payments due and owing hereunder on or before the date of such termination.
Certain Matters Upon Termination. (a) Upon any termination of this Agreement, Licensee shall have no further obligation to provide to Time Broker any broadcast time or broadcast transmission facilities and Time Broker shall have no further obligations to make any payments to Licensee under Section 1.2 hereof. Upon any termination, Time Broker shall be responsible for all debts and obligations of Time Broker to third parties based upon the purchase of air time and use of Licensee's transmission facilities including, without limitation, accounts payable, barter agreements and unaired advertisements, but not for Licensee's federal, state and local income and business franchise tax liabilities or taxes levied upon Licensee's personal property. Notwithstanding anything herein to the contrary, to the extent that any invoice, bill xx statement submitted to Licensee after the termination of this Agreement or any payment made by Time Broker prior to the termination of this Agreement relates to expenses incurred in operating the Station, for periods both before and after the termination of this Agreement, such expenses shall be prorated between Licensee and Time Broker in accordance with the principle that Time Broker shall be responsible for expenses allocable to the period prior to the termination of this Agreement and Licensee shall be responsible for expenses allocable to the period on and after the termination of this Agreement. Such proration shall include an adjustment for Time Broker's Trade Agreements only to the extent that Time Broker's Net Negative Trade Balance exceeds $50,000. Each party agrees to reimburse the other party for expenses paid by the other party to the extent appropriate to implement the proration of expenses pursuant to the preceding sentence.
(b) If this Agreement terminates other than as a result of the Closing (as defined in the Acquisition Agreement), Time Broker shall (i) assign to Licensee and Licensee shall assume all Assigned Contracts (including those employment contracts assumed by Time Broker pursuant to this Agreement) and all renewals, replacements or other contracts entered in the ordinary course of business relating to the Station between the Commencement Date and the date of termination of this Agreement ("Supplemental Contracts") in effect on the date of such termination or expiration; (ii) be responsible for only those obligations under the Assigned Contracts and Supplemental Contracts arising on or after the Commencement Date and prior to the terminati...
Certain Matters Upon Termination. 13 ARTICLE X. - REMEDIES.........................................................14
Certain Matters Upon Termination. No expiration or termination of this Agreement shall terminate the obligations of any party hereto to indemnify any other party for Third Party Claims under Section 10 of this Agreement, or limit or impair any party’s rights to receive payments due and owing hereunder on or before the effective date of such termination or expiration.
Certain Matters Upon Termination. (a) Upon any termination of this Agreement, Licensee shall have no further obligation to provide to Time Broker any broadcast time or broadcast transmission facilities and Time Broker shall have no further obligations to make any payments to Licensee under Section 1.2 hereof. Upon any termination, Time Broker shall be responsible for all debts and obligations of
Certain Matters Upon Termination. (a) Upon any termination of this Agreement, Licensee shall have no further obligation to provide to Time Broker any broadcast time or broadcast transmission facilities and Time Broker shall have no further obligations to make any payments to Licensee under Section 1.2 hereof. Upon any termination, Time Broker shall be responsible for all debts and obligations of Time Broker to third parties based upon the purchase of air time and use of Licensee's transmission facilities including, without limitation, accounts payable, barter agreements and unaired advertisements, but not for Licensee's federal, state and local income and business franchise tax liabilities or taxes levied upon Licensee's personal property. Notwithstanding anything herein to the contrary, to the extent that any invoice, xxxx or statement submitted to Licensee after the termination of this Agreement or any payment made by Time Broker prior to the termination of this Agreement relates to expenses incurred in operating the Stations, for periods both before and after the termination of this Agreement, such expenses shall be prorated between Licensee and Time Broker in accordance with the principle that Time Broker shall be responsible for expenses allocable to the period prior to the termination of this Agreement and Licensee shall be responsible for expenses allocable to the period on and after the termination of this Agreement. Such proration shall include an adjustment for Time Broker's Trade-out Agreements only to the extent that Time Broker's Net Negative Trade Balance exceeds $50,000. Each party agrees to reimburse the other party for expenses paid by the other party to the extent appropriate to implement the proration of expenses pursuant to the preceding sentence.
(b) If this Agreement terminates other than as a result of the Closing (as defined in the Purchase Agreement), Time Broker shall (i) assign to Licensee and Licensee shall assume all Assigned Contracts (including those employment contracts assumed by Time Broker pursuant to this Agreement) and all renewals, replacements or other contracts entered in the ordinary course of business relating to the Stations and customary for radio stations of similar type between the Commencement Date and the date of termination of this Agreement ("Supplemental Contracts") in effect on the date of such termination or expiration; (ii) be responsible for only those obligations under the Assigned Contracts and Supplemental Contracts arising on or af...
Certain Matters Upon Termination. 7.3.1. Following termination or expiration of this LMA for any reason, Programmer shall be solely responsible for all liabilities, debts and obligations accrued from the sale of air time or use of the Station's facilities by Programmer including, without limitation, accounts payable, barter agreements, tradeout agreements, and unaired advertisements. In the event of termination of this LMA as the consequence of any government order, Programmer shall be entitled to pursue collection of its own accounts receivable accrued from any advertiser which has contracted directly with Programmer for the purchase of advertising time on the Station. If this LMA is terminated for any reason other than a default by Programmer:
(a) Licensee agrees to cooperate reasonably with Program mer to make air time available on the Station following the date of termination to discharge Programmer's remaining obligations to advertisers who purchased air time from Programmer prior to termination and who desire to utilize air time at Licensee's established rates. Licensee shall have no other obligation to any advertisers who purchased air time from Programmer prior to termination and, in particular, shall not be obligated to provide air time to or reimburse any sums paid to Programmer by advertisers who do not desire air time on the Station after termination of this LMA.
(b) Programmer shall return to Licensee any equipment or property of the Station used by Programmer, its employees or agents, in substantially the same condition as such equipment existed as of the initial date hereof, ordinary wear and tear excepted.
7.3.2. No expiration or termination of this LMA shall terminate the obligation of each party to indemnify the other for claims of third parties under Section 4 of this LMA or limit or impair any party's rights to receive payments due and owing here under on or before the date of such termination.
Certain Matters Upon Termination. 14 ARTICLE X. - REMEDIES.................................................................. 15
Certain Matters Upon Termination. 16 ARTICLE X. - REMEDIES............................................................................................ 17 ARTICLE XI. - CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PARTIES...............................................................
Certain Matters Upon Termination
