Common use of INTERRUPTION OF BROADCAST TRANSMISSION Clause in Contracts

INTERRUPTION OF BROADCAST TRANSMISSION. (a) In the event of any loss, damage or impairment, confiscation or condemnation of any of the assets of the Stations prior to the completion of the Closing that interferes with the normal operation of the Stations, MMP shall notify Purchaser of same in writing immediately, specifying with particularity the loss, damage or impairment, confiscation or condemnation incurred, the cause thereof, if known or reasonably ascertainable, and the insurance coverage. MMP shall apply the proceeds of any insurance policy, judgment or award with respect thereto and take such other commercially reasonable actions, as determined in its sole discretion, as are necessary to repair, replace or restore such assets of any Station so damaged to their prior condition as soon as possible after such loss, damages or impairment, confiscation or condemnation. (b) If before the Closing Date, due to damage or destruction of the assets of any Station (other than WMMP-TV in the Charleston, South Carolina market), the regular broadcast transmission of one (1) or more Television Stations or two (2) or more Radio Stations in the normal and usual manner is interrupted for a period of twelve (12) continuous hours or more, MMP shall give prompt written notice thereof to Purchaser. If on the Closing Date, due to damages or destruction of the assets of one (1) or more Television Stations (other than WMMP-TV in the Charleston, South Carolina market) or two (2) or more Radio Stations the regular broadcast transmission of one (1) or more Television Stations (other than WMMP-TV in the Charleston, South Carolina market) or two (2) or more Radio Stations in the normal and usual manner is interrupted such that the regular broadcast signal of any such Station (including its effective radiated power) is diminished in any material respect, then (i) MMP shall immediately give written notice thereof to Purchaser; and (ii) Purchaser shall have the right, by giving prompt written notice to the other, to postpone the Closing Date for a period of up to sixty (60) days provided, however, that the Closing shall occur no later than ten (10) Business Days after regular broadcast transmission has been restored. (c) In the event any one (1) or more Television Stations (other than WMMP-TV in Charleston, South Carolina market) or two (2) or more Radio Stations normal and usual transmission has not been resumed by the Closing Date as postponed pursuant to section (b) above, Purchaser may, pursuant to Section 14.1(e), terminate this Agreement by written notice to the Sellers' Agent. Notwithstanding the foregoing, however, Purchaser may, at its option, proceed to close this Agreement and complete the restoration and replacement of any damaged assets of the Station in question after the Closing Date, MMP shall deliver or assign to Purchaser all insurance or other proceeds received in connection therewith to the extent such proceeds are received by or payable to the Company or MMP and have not therefore been used in or committed to the restoration or replacement of the assets. (d) If before the Closing Date, due to damage or destruction of the assets the regular broadcast transmission of any Station (other than WMMP-TV in the Charleston, South Carolina market) in the normal and usual manner is interrupted for a period of seven (7) continuous days or more, MMP shall give prompt written notice thereof (the "Interruption Notice") to Purchaser. Upon receipt of the Interruption Notice, Purchaser shall have the right, in its sole and absolute discretion, by giving prompt written notice thereof to Sellers and MMP within two (2) Business Days of the date of the Interruption Notice, to terminate this Agreement with the effect specified in Section 14.2(b) hereof. (e) Until the Closing Date, the Company and MMP will maintain and cause MMP to maintain the existing insurance coverages listed on Schedule 5.3l on the Stations and each Station's assets.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sinclair Broadcast Group Inc)

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INTERRUPTION OF BROADCAST TRANSMISSION. (a) In the event of any loss, damage or impairment, confiscation or condemnation of any of the assets of the Stations prior to the completion of the Closing that interferes with the normal operation of the Stations, MMP shall notify Purchaser of same in writing immediately, specifying with particularity the loss, damage or impairment, confiscation or condemnation incurred, the cause thereof, if known or reasonably ascertainable, and the insurance coverage. MMP shall apply the proceeds of any insurance policy, judgment or award with respect thereto and take such other commercially reasonable actions, as determined in its sole discretion, as are necessary to repair, replace or restore such assets of any Station so damaged to their prior condition as soon as possible after such loss, damages or impairment, confiscation or condemnation. (b) If before the Closing Date, due to damage or destruction of the assets of any Station (other than WMMP-TV in the Charleston, South Carolina market), the regular broadcast transmission of one (1) or more Television Stations or two (2) or more Radio Stations in the normal and usual manner is interrupted for a period of twelve (12) continuous hours or more, MMP shall give prompt written notice thereof to Purchaser. If on the Closing Date, due to damages or destruction of the assets of one (1) or more Television Stations (other than WMMP-TV in the Charleston, South Carolina market) or two (2) or more Radio Stations the regular broadcast transmission of one (1) or more Television Stations (other than WMMP-TV in the Charleston, South Carolina market) or two (2) or more Radio Stations in the normal and usual manner is interrupted such that the regular broadcast signal of any such Station (including its effective radiated power) is diminished in any material respect, then (i) MMP shall immediately give written notice thereof to Purchaser; and (ii) Purchaser shall have the right, by giving prompt written notice to the other, to postpone the Closing Date for a period of up to sixty (60) days provided, however, that the Closing shall occur no later than ten (10) Business Days after regular broadcast transmission has been restored. (c) In the event any one (1) or more Television Stations (other than WMMP-TV in Charleston, South Carolina market) or two (2) or more Radio Stations normal and usual transmission has not been resumed by the Closing Date as postponed pursuant to section (b) above, Purchaser may, pursuant to Section 14.1(e), terminate this Agreement by written notice to the Sellers' Agent. Notwithstanding the foregoing, however, Purchaser may, at its option, proceed to close this Agreement and complete the restoration and replacement of any damaged assets of the Station in question after the Closing Date, MMP shall deliver or assign to Purchaser all insurance or other proceeds received in connection therewith to the extent such proceeds are received by or payable to the Company or MMP and have not therefore been used in or committed to the restoration or replacement of the assets. (d) If before the Closing Date, due to damage or destruction of the assets the regular broadcast transmission of any Station (other than WMMP-TV in the Charleston, South Carolina market) in the normal and usual manner is interrupted for a 47 period of seven (7) continuous days or more, MMP shall give prompt written notice thereof (the "Interruption Notice") to Purchaser. Upon receipt of the Interruption Notice, Purchaser shall have the right, in its sole and absolute discretion, by giving prompt written notice thereof to Sellers Seller and MMP within two (2) Business Days of the date of the Interruption Notice, to terminate this Agreement with the effect specified in Section 14.2(b) hereof. (e) Until the Closing Date, the Company and MMP will maintain and cause MMP to maintain the existing insurance coverages listed on Schedule 5.3l to the MRI Agreement on the Stations and each Station's assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sinclair Broadcast Group Inc)

INTERRUPTION OF BROADCAST TRANSMISSION. (a) In the event of any loss, damage or impairment, confiscation or condemnation of any of the assets of the Stations Station prior to the completion of the Closing that materially interferes with the normal operation of the StationsStation, MMP the Company shall notify Purchaser of same in writing immediately, specifying with particularity the loss, damage or impairment, confiscation or condemnation incurred, the cause thereof, if known or reasonably ascertainable, and the insurance coverage. MMP The Company shall apply the proceeds of any insurance policy, judgment or award with respect thereto and take such other commercially reasonable actions, as determined in its sole discretion, as are necessary to repair, replace or restore such assets of any the Station so damaged to their prior condition as soon as possible after such loss, damages or impairment, confiscation or condemnation. (b) If before the Closing Date, due to damage or destruction of the assets of any Station (other than WMMP-TV in the Charleston, South Carolina market)Station, the regular broadcast transmission of one (1) or more Television Stations or two (2) or more Radio Stations the Station in the normal and usual manner is interrupted for a period of twelve (12) continuous hours or more, MMP the Company shall give prompt written notice thereof to Purchaser. If on the Closing Date, due to damages or destruction of the assets of one (1) or more Television Stations (other than WMMP-TV in the Charleston, South Carolina market) or two (2) or more Radio Stations Station the regular broadcast transmission of one (1) or more Television Stations (other than WMMP-TV in the Charleston, South Carolina market) or two (2) or more Radio Stations Station in the normal and usual manner is interrupted such that the regular broadcast signal of any such Station (including its effective radiated power) is diminished in any material respect, then (i) MMP the Company shall immediately give written notice thereof to Purchaser; and (ii) either, and both of, the Sellers' Agent or Purchaser shall have the right, by giving prompt written notice to the other, to postpone the Closing Date for a period of up to sixty ninety (6090) days provided, however, that the Closing shall occur no later than ten (10) Business Days after regular broadcast transmission has been restoreddays. (c) In the event any one (1) or more Television Stations (other than WMMP-TV in Charleston, South Carolina market) or two (2) or more Radio Stations the Station's normal and usual transmission has not been resumed by the Closing Date as postponed pursuant to section (b) above, either Purchaser mayor Sellers' Agent, may pursuant to Section 14.1(e), terminate this Agreement by written notice to the Sellers' Agentother party. Notwithstanding the foregoing, however, Purchaser may, at its option, proceed to close this Agreement and complete the restoration and replacement of any damaged assets of the Station in question after the Closing Date, MMP in which event Sellers shall cause the Company to deliver or assign to Purchaser all insurance or other proceeds received in connection therewith to the extent such proceeds are received by or payable to the Company or MMP and have not therefore been used in or committed to the restoration or replacement of the assets. (d) If before the Closing Date, due to damage or destruction of the assets the regular broadcast transmission of any Station (other than WMMP-TV in the Charleston, South Carolina market) in the normal and usual manner is interrupted for a period of seven (7) continuous days or more, MMP shall give prompt written notice thereof (the "Interruption Notice") to Purchaser. Upon receipt of the Interruption Notice, Purchaser but Sellers shall have the right, no other liability or obligation to Purchaser in its sole and absolute discretion, by giving prompt written notice thereof to Sellers and MMP within two (2) Business Days of the date of the Interruption Notice, to terminate this Agreement with the effect specified in Section 14.2(b) hereofconnection therewith. (e) Until the Closing Date, the Company and MMP will maintain and cause MMP to maintain the existing insurance coverages listed on Schedule 5.3l on the Stations and each Station's assets.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sinclair Broadcast Group Inc)

INTERRUPTION OF BROADCAST TRANSMISSION. (a) In the event of any loss, damage or impairment, confiscation or condemnation of any of the assets of the Stations prior to the completion of the Closing that interferes with the normal operation of the Stations, MMP shall notify Purchaser of same in writing immediately, specifying with particularity the loss, damage or impairment, confiscation or condemnation incurred, the cause thereof, if known or reasonably ascertainable, and the insurance coverage. MMP shall apply the proceeds of any insurance policy, judgment or award with respect thereto and take such other commercially reasonable actions, as determined in its sole discretion, as are necessary to repair, replace or restore such assets of any Station so damaged to their prior condition as soon as possible after such loss, damages or impairment, confiscation or condemnation. (b) If before the Closing Date, due to damage or destruction of the assets of any Station (other than WMMP-TV in the Charleston, South Carolina market), the regular broadcast transmission of one (1) or more Television Stations or two (2) or more Radio Stations in the normal and usual manner is interrupted for a period of twelve (12) continuous hours or more, MMP shall give prompt written notice thereof to Purchaser. If on the Closing Date, due to damages or destruction of the assets of one (1) or more Television Stations (other than WMMP-TV in the Charleston, South Carolina market) or two (2) or more Radio Stations the regular broadcast transmission of one (1) or more Television Stations (other than WMMP-TV in the Charleston, South Carolina market) or two (2) or more Radio Stations in the normal and usual manner is interrupted such that the regular broadcast signal of any such Station (including its effective radiated power) is diminished in any material respect, then (i) MMP shall immediately give written notice thereof to Purchaser; and (ii) Purchaser shall have the right, by giving prompt written notice to the other, to postpone the Closing Date for a period of up to sixty (60) days provided, however, that the Closing shall occur no later than ten (10) Business Days after regular broadcast transmission has been restored. (c) In the event any one (1) or more Television Stations (other than WMMP-TV in Charleston, South Carolina market) or two (2) or more Radio Stations normal and usual transmission has not been resumed by the Closing Date as postponed pursuant to section (b) above, Purchaser may, pursuant to Section 14.1(e), terminate this Agreement by written notice to the Sellers' Agent. Notwithstanding the foregoing, however, Purchaser may, at its option, proceed to close this Agreement and complete the restoration and replacement of any damaged assets of the Station in question after the Closing Date, MMP shall deliver or assign to Purchaser all insurance or other proceeds received in connection therewith to the extent such proceeds are received by or payable to the Company or MMP and have not therefore been used in or committed to the restoration or replacement of the assets. (d) If before the Closing Date, due to damage or destruction of the assets the regular broadcast transmission of any Station (other than WMMP-TV in the Charleston, South Carolina market) in the normal and usual manner is interrupted for a period of seven (7) continuous days or more, MMP shall give prompt written notice thereof (the "Interruption Notice") to Purchaser. Upon receipt of the Interruption Notice, Purchaser shall have the right, in its sole and absolute discretion, by giving prompt written notice thereof to Sellers and MMP within two (2) Business Days of the date of the Interruption Notice, to terminate this Agreement with the effect specified in Section 14.2(b) hereof. (e) Until the Closing Date, the Company and MMP will maintain and cause MMP to maintain the existing insurance coverages listed on Schedule 5.3l to the MRI Agreement on the Stations and each Station's assets.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sinclair Broadcast Group Inc)

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INTERRUPTION OF BROADCAST TRANSMISSION. (a) In the event of any loss, damage or impairment, confiscation or condemnation of any of the assets of the Stations Station prior to the completion of the Closing that materially interferes with the normal operation of the StationsStation, MMP the Company shall notify Purchaser of same in writing immediately, specifying with particularity the loss, damage or impairment, confiscation or condemnation incurred, the cause thereof, if known or reasonably ascertainable, and the insurance coverage. MMP The Company shall apply the proceeds of any insurance policy, judgment or award with respect thereto and take such other commercially reasonable actions, as determined in its sole discretion, as are necessary to repair, replace or restore such assets of any the Station so damaged to their prior condition as soon as possible after such loss, damages or impairment, confiscation or condemnation. (b) If before the Closing Date, due to damage or destruction of the assets of any Station (other than WMMP-TV in the Charleston, South Carolina market)Station, the regular broadcast transmission of one (1) or more Television Stations or two (2) or more Radio Stations the Station in the normal and usual manner is interrupted for a period of twelve (12) continuous hours or more, MMP the Company shall give prompt written notice thereof to Purchaser. If on the Closing Date, due to damages or destruction of the assets of one (1) or more Television Stations (other than WMMP-TV in the Charleston, South Carolina market) or two (2) or more Radio Stations Station the regular broadcast transmission of one (1) or more Television Stations (other than WMMP-TV in the Charleston, South Carolina market) or two (2) or more Radio Stations Station in the normal and usual manner is interrupted such that the regular broadcast signal of any such Station (including its effective radiated power) is diminished in any material respect, then (i) MMP the Company shall immediately give written notice thereof to Purchaser; and (ii) Purchaser shall have the right, by giving prompt written notice to the otherSeller, to postpone the Closing Date for a period of up to sixty one hundred twenty (60120) days provided, however, that the Closing shall occur no later than ten (10) Business Days after regular broadcast transmission has been restoreddays. (c) In the event any one (1) or more Television Stations (other than WMMP-TV in Charleston, South Carolina market) or two (2) or more Radio Stations the Station's normal and usual transmission has not been resumed by the Closing Date as postponed pursuant to section (b) above, Purchaser may, pursuant to Section 14.1(e), terminate this Agreement by written notice to the Sellers' AgentSeller. Notwithstanding the foregoing, however, Purchaser may, at its option, proceed to close this Agreement and complete the restoration and replacement of any damaged assets of the Station in question after the Closing Date, MMP in which event, Seller shall cause the Company to deliver or assign to Purchaser all insurance or other proceeds received in connection therewith to the extent such proceeds are received by or payable to the Company or MMP and have not therefore been used in or committed to the restoration or replacement of the assets, but Seller shall have no other liability or obligation to Purchaser in connection therewith. (d) If before the Closing Date, due to damage or destruction of the assets the regular broadcast transmission of any the Station (other than WMMP-TV in the Charleston, South Carolina market) in the normal and usual manner is interrupted for a period of seven twelve (712) continuous days or more, MMP Seller shall give prompt written notice thereof (the "Interruption Notice") to Purchaser. Upon receipt of the Interruption Notice, Purchaser shall have the right, in its sole and absolute discretion, by giving prompt written notice thereof to Sellers and MMP Seller within two (2) Business Days of the date of the Interruption Notice, to terminate this Agreement with the effect specified in Section 14.2(b14.2(a) hereof. (e) Until The provisions of this Section 9.9 shall not apply to the Closing Date, the Company and MMP will maintain and cause MMP to maintain the existing insurance coverages listed matter set forth on Schedule 5.3l on the Stations and each Station's assets9.9.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sinclair Broadcast Group Inc)

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