Common use of Certain Matters Upon Termination Clause in Contracts

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. 7.4.1. If this Agreement is terminated for any reason other than the occurrence of the Closing under the KIXW/KZXY Purchase Merger Agreement, (a) Programmer shall assign, transfer and convey to Licensee Topaz all of Programmer's rights in, to and under (x) the Owned Vehicles, and (y) the Assumed Contracts that remain in effect on the date of such termination and 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 LicenseeTopaz, at Programmer's expense, any necessary consents to the assignment of the Reassumed Contracts to LicenseeTopaz. (b) Licensee Topaz shall assume from Programmer all liabilities, obligations and commitments of Programmer arising or accruing on or after the date of termination relating to the Owned Vehicles and pursuant to the Reassumed Contracts, and Programmer shall be responsible only for those obligations relating to the Owned Vehicles and 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 Topaz any equipment or property of the Stations Station 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 4.54.6, 4.6 4.7 and 4.7 4.8 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. 7.4.1. (a) If this Agreement is terminated for any reason other than the occurrence of the Closing under the KIXW/KZXY Purchase Agreement, (ai) Programmer Topaz shall assign, transfer and convey to Licensee RASA all of ProgrammerTopaz's rights in, to and under (x) the Owned Vehicles, and (y) the Assumed Contracts that remain in effect on the date of such termination and all agreements with advertisers existing on the date of such termination (collectively the "Reassumed Contracts"). Programmer Topaz shall use reasonable efforts to promptly obtain and deliver to LicenseeRASA, at ProgrammerTopaz's expense, any necessary consents to the assignment of the Reassumed Contracts to LicenseeRASA. (bii) Licensee RASA shall assume from Programmer Topaz all liabilities, obligations and commitments of Programmer Topaz arising or accruing on or after the date of termination relating to the Owned Vehicles and pursuant to the Reassumed Contracts, and Programmer Topaz shall be responsible only for those obligations relating to the Owned Vehicles and under the Reassumed Contracts arising on or after the Commencement Effective Date and prior to the termination of this Agreement. (ciii) Programmer Topaz shall return to Licensee RASA any equipment or property of the Stations Station used by ProgrammerTopaz, its employees or agents, in substantially the same condition as such equipment existed on the date hereof, ordinary wear and tear excepted. (db) 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 SECTION 6 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. 7.4.17.3.1. 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 and Licensee shall refund any prepaid portions of the Fee insofar as it relates to periods of time after such termination. 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 Stations. If this Agreement LMA is terminated for any reason other than the occurrence of the Closing under the KIXW/KZXY Purchase Agreement,a default by Programmer: (a) Licensee agrees to cooperate reasonably with Programmer shall assign, transfer and convey to Licensee all of Programmer's rights in, to and under all agreements with advertisers existing make air time available on the Stations following the date of such termination (collectively the "Reassumed Contracts"). Programmer shall use reasonable efforts to promptly obtain and deliver to Licensee, at discharge Programmer's expenseremaining 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 necessary consents sums paid to Programmer by advertisers who do not desire air time on the assignment Stations after termination of the Reassumed Contracts to Licenseethis LMA. (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 as of the initial 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. 7.4.27.3.2. No expiration or termination of this Agreement LMA shall terminate the obligation of each party to indemnify the other for claims of third parties under Section 5 4 of this Agreement LMA or limit or impair any party's rights to receive payments due and owing hereunder on or before the date of such termination.