Common use of Shared Assets Clause in Contracts

Shared Assets. (a) Some of the Station Contracts may be used in the operation of multiple stations or other business units (the “Shared Contracts”) and are identified on Schedule 1.1(d). The rights and obligations under the Shared Contracts shall be equitably allocated among stations in a manner reasonably determined by Seller in accordance with the following equitable allocation principles: (i) any allocation set forth in the Shared Contract shall control; (ii) if none, then any allocation previously made by Seller in the ordinary course of Station operations shall control; (iii) if none, then the quantifiable proportionate benefit to be received by the parties after Closing shall control; and (iv) if not quantifiable, then reasonable accommodation shall control. (b) Buyer shall cooperate with Seller (and any third party designated by Seller) in such allocation, and the Station Contracts (and Assumed Obligations (defined below)) will include only Buyer’s allocated portion of the rights and obligations under the Shared Contracts (without need for further action and whether such allocation occurs before or after Closing). If designated by Seller, such allocation will occur by termination of the Shared Contract and execution of new contracts. Buyer’s allocated portion of the Shared Contracts will not include any group discounts or similar benefits specific to Seller or its affiliates. Completion of documentation of any such allocation is not a condition to Closing. (c) Seller operates a centralcasting facility serving WKCF (Orlando), WVUE (New Orleans), WFTX (Ft. Mxxxx) and WALA and WBPG (Mobile-Pensacola). If the Stations include any of such stations, then the terms set forth on Schedule 1.3 shall apply. Assets used in the operation of such facility are Excluded Assets. If any Schedule attached hereto includes any such items, then such items are nonetheless Excluded Assets. If applicable, at Closing, the parties shall enter into the agreements set forth on Schedule 1.3, in the forms attached hereto as Exhibit 1.3 (or, where appropriate, the parties shall execute an assignment and assumption agreement with respect to such agreements). (d) Seller also operates WTHI (Terre Haute) on a combined basis with certain radio stations. If the Stations include any such stations, then shared assets shall be allocated as set forth on Schedule 1.3, and to the extent not allocated to Buyer pursuant to such Schedule, such assets shall be Excluded Assets. If any other Schedule attached hereto includes any items that are shared but not allocated to Buyer pursuant to Schedule 1.3, then such items are nonetheless Excluded Assets. If applicable, at Closing, the parties shall enter into the agreements set forth on Schedule 1.3, which may include (if applicable) shared services agreements and shared facilities agreements, in the forms attached hereto as Exhibit 1.3 (or, where appropriate, the parties shall execute an assignment and assumption agreement with respect to such agreements).

Shared Assets. (a) Some of the Station Contracts may be used in the operation of multiple stations or other business units (the “Shared Contracts”) and are identified as such on Schedule 1.1(d). The rights and obligations under the Shared Contracts shall be equitably allocated among stations in a manner reasonably determined by Seller in accordance with the following equitable allocation principles: (i) any allocation set forth in the Shared Contract shall control; (ii) if none, then any allocation previously made by Seller in the ordinary course of Station operations shall control; (iii) if none, then the quantifiable proportionate benefit to be received by the parties after Closing shall control; and (iv) if not quantifiable, then reasonable accommodation shall control. (b) Buyer shall cooperate with Seller (and any third party designated by Seller) in such allocation, and the Station Contracts (and Assumed Obligations (defined below)) will include only Buyer’s allocated portion of the rights and obligations under the Shared Contracts (without need for further action and whether such allocation occurs before or after Closing). If designated by Seller, such allocation will occur by termination of the Shared Contract and execution of new contracts. Buyer’s allocated portion of the Shared Contracts will not include any group discounts or similar benefits specific to Seller or its affiliates. Completion of documentation of any such allocation is not a condition to Closing. (c) Seller operates a centralcasting facility serving WKCF (Orlando), WVUE (New Orleans), WFTX (Ft. MxxxxCape Coral) and WALA and WBPG (Mobile-Pensacola). If Since the Stations include any of such stationsWFTX (Cape Coral), then the terms set forth on Schedule 1.3 shall apply. Assets used in the operation of such facility are Excluded Assets. If any Schedule attached hereto includes any such items, then such items are nonetheless Excluded Assets. If applicable, at Closing, the parties shall enter into the agreements set forth on Schedule 1.3, in the forms attached hereto as Exhibit 1.3 (or, where appropriate, the parties shall execute an assignment and assumption agreement with respect to such agreements). (d) Seller also operates WTHI (Terre Haute) on a combined basis with certain radio stations. If the Stations include any such stations, then shared assets shall be allocated as set forth on Schedule 1.3, and to the extent not allocated to Buyer pursuant to such Schedule, such assets shall be Excluded Assets. If any other Schedule attached hereto includes any items that are shared but not allocated to Buyer pursuant to Schedule 1.3, then such items are nonetheless Excluded Assets. If applicable, at Closing, the parties shall enter into the agreements set forth on Schedule 1.3, which may include (if applicable) shared services agreements and shared facilities agreements, in the forms attached hereto as Exhibit 1.3 (or, where appropriate, the parties shall execute an assignment and assumption agreement with respect to such agreements).

Shared Assets. (a) Some of the Station Contracts may be used in the operation of multiple stations or other business units (the “Shared Contracts”) and are identified as such on Schedule 1.1(d). 1.1 (d) The rights and obligations under the Shared Contracts, except for those Shared Contracts already allocated on Schedule 1.3, shall be equitably allocated among stations in a manner reasonably determined by Seller Seller, in good faith, in accordance with the following equitable allocation principles: (i) any allocation set forth in the Shared Contract shall control; (ii) if none, then any allocation previously made by Seller as reflected in Seller’s financial statements in the ordinary course of Station operations shall control; (iii) if none, then the quantifiable proportionate benefit to be received by the parties after Closing shall control; and (iv) if not quantifiable, then reasonable accommodation shall control. (b) Buyer shall cooperate with Seller (and any third party designated by Seller) in such allocation, and the Station Contracts (and Assumed Obligations (defined below)) will include only Buyer’s allocated portion of the rights and obligations under the Shared Contracts (without need for further action and whether such allocation occurs before or after Closing). If designated by Seller, such allocation will occur by termination of the Shared Contract and execution of new contracts. Buyer’s allocated portion of the Shared Contracts will not include any group discounts or similar benefits specific to Seller or its affiliates. Completion of documentation of any such allocation is not a condition to Closing. (c) Seller operates a centralcasting facility serving WKCF KHON (Orlando), WVUE (New Orleans), WFTX (Ft. MxxxxHonolulu) and WALA and WBPG KGMB (Mobile-Pensacola). If the Stations include any of such stations, then the terms set forth on Schedule 1.3 shall apply. Assets used in the operation of such facility are Excluded Assets. If any Schedule attached hereto includes any such items, then such items are nonetheless Excluded Assets. If applicable, at Closing, the parties shall enter into the agreements set forth on Schedule 1.3, in the forms attached hereto as Exhibit 1.3 (or, where appropriate, the parties shall execute an assignment and assumption agreement with respect to such agreements). (d) Seller also operates WTHI (Terre HauteHonolulu) on a combined basis with certain radio stations. If the Stations include any such stationsbasis, then and shared assets shall be allocated as set forth on Schedule 1.3, and to the extent not allocated to Buyer pursuant to such Schedule, such assets shall be Excluded Assets. If any other Schedule attached hereto includes any items that are shared but not allocated to Buyer pursuant to Schedule 1.3, then such items are nonetheless Excluded Assets. If applicable, at Closing, the parties shall enter into the agreements set forth on Schedule 1.3, which may include (if applicable) shared services agreements and shared facilities agreements, in the forms attached hereto as Exhibit 1.3 (or, where appropriate, the parties shall execute an assignment and assumption agreement with respect to such agreements).

Shared Assets. (a) Some of the Station Contracts may be used in the operation of multiple stations or other business units (the “"Shared Contracts”) and are identified on Schedule 1.1(d"). The rights and obligations under the Shared Contracts shall be equitably allocated among stations and/or such other business units in a manner reasonably determined by Seller in accordance with the following equitable allocation principles: (i) any allocation set forth in the Shared Contract shall control; (ii) if none, then any allocation previously made by Seller in the ordinary course of Station operations shall control; (iii) if none, then the quantifiable proportionate benefit to be received by the parties after Closing shall control; and; (iv) if not quantifiable, then reasonable accommodation shall control; and (v) notwithstanding the foregoing, in the case of any Shared Contract which is a retransmission consent agreement, Buyer shall only assume such agreement as it relates to the Station and Buyer shall have no obligation to assume (and the Assumed Obligations (defined below) shall exclude) any liabilities or obligations under such agreement as they could apply to any other assets or businesses owned by Buyer or its affiliates now or in the future. (b) Buyer shall cooperate with Seller (and any third party designated by Seller) in such allocation, and the Station Contracts (and Assumed Obligations (defined below)Obligations) will include only Buyer’s 's allocated portion of the rights and obligations under the Shared Contracts (without need for further action and whether such allocation occurs before or after Closing). If designated by Seller, such allocation will occur by termination of the Shared Contract and execution of new contracts. Buyer’s 's allocated portion of the Shared Contracts will not include any group discounts or similar benefits specific to Seller or its affiliates. Completion of documentation of any such allocation is not a condition to Closing. (c) Seller operates a centralcasting The Tangible Personal Property located at the Studio Site shall be allocated and conveyed as follows: (i) the equipment used in the master control facility serving WKCF (Orlando), WVUE (New Orleans), WFTX (Ft. Mxxxx) and WALA and WBPG (Mobile-Pensacola). If the Stations include any other items of such stations, then the terms set forth on Schedule 1.3 shall apply. Assets Tangible Personal Property that are used primarily in the operation of the Station are Station Assets; (ii) the items listed on SCHEDULE 1.2 and the other items of tangible personal property at such facility site not described in clause (i) above are Excluded Assets. If any Schedule attached hereto includes any such items; (iii) the items used in the master control facility and included in the Station Assets shall be conveyed on the Transition Date (defined below) rather than Closing; and (iv) upon the Transition Date, then Seller shall make such items are nonetheless Excluded Assets. If applicable, at Closing, the parties shall enter into the agreements set forth on Schedule 1.3, in the forms attached hereto as Exhibit 1.3 (or, where appropriate, the parties shall execute an assignment and assumption agreement with respect available to such agreements). (d) Seller also operates WTHI (Terre Haute) on a combined basis with certain radio stations. If the Stations include any such stations, then shared assets shall be allocated as set forth on Schedule 1.3Buyer, and to within ten (10) Business Days (defined below) thereafter, Buyer shall remove such items from the extent not allocated to Buyer pursuant to such ScheduleStudio Site. As used herein, such assets shall be Excluded Assets. If any other Schedule attached hereto includes any items that are shared "Transition Date" means the date WVUE(TV), New Orleans, Louisiana discontinues use of the Station's master control facility, but not allocated to later than December 31, 2006. Seller shall give Buyer pursuant to Schedule 1.3, then such items are nonetheless Excluded Assets. If applicable, at Closing, notice of the parties shall enter into the agreements set forth on Schedule 1.3, which may include (if applicable) shared services agreements and shared facilities agreements, in the forms attached hereto as Exhibit 1.3 (or, where appropriate, the parties shall execute an assignment and assumption agreement with respect to such agreements)Transition Date.

Shared Assets. (a) Some of the Station Contracts may be used in the operation of multiple stations or other business units (the “Shared Contracts”) and are identified on Schedule 1.1(d). The rights and obligations under the Shared Contracts shall be equitably allocated among stations and/or such other business units in a manner reasonably determined by Seller in accordance with the following equitable allocation principles: (i) any allocation set forth in the Shared Contract shall control; (ii) if none, then any allocation previously made by Seller in the ordinary course of Station operations shall control; (iii) if none, then the quantifiable proportionate benefit to be received by the parties after Closing shall control; and; (iv) if not quantifiable, then reasonable accommodation shall control; and (v) notwithstanding the foregoing, in the case of any Shared Contract which is a retransmission consent agreement, Buyer shall only assume such agreement as it relates to the Station and Buyer shall have no obligation to assume (and the Assumed Obligations (defined below) shall exclude) any liabilities or obligations under such agreement as they could apply to any other assets or businesses owned by Buyer or its affiliates now or in the future. (b) Buyer shall cooperate with Seller (and any third party designated by Seller) in such allocation, and the Station Contracts (and Assumed Obligations (defined below)Obligations) will include only Buyer’s allocated portion of the rights and obligations under the Shared Contracts (without need for further action and whether such allocation occurs before or after Closing). If designated by Seller, such allocation will occur by termination of the Shared Contract and execution of new contracts. Buyer’s allocated portion of the Shared Contracts will not include any group discounts or similar benefits specific to Seller or its affiliates. Completion of documentation of any such allocation is not a condition to Closing. (c) Seller operates a centralcasting The Tangible Personal Property located at the Studio Site shall be allocated and conveyed as follows: (i) the equipment used in the master control facility serving WKCF (Orlando), WVUE (New Orleans), WFTX (Ft. Mxxxx) and WALA and WBPG (Mobile-Pensacola). If the Stations include any other items of such stations, then the terms set forth on Schedule 1.3 shall apply. Assets Tangible Personal Property that are used primarily in the operation of the Station are Station Assets; (ii) the items listed on Schedule 1.2 and the other items of tangible personal property at such facility site not described in clause (i) above are Excluded Assets. If any Schedule attached hereto includes any such items; (iii) the items used in the master control facility and included in the Station Assets shall be conveyed on the Transition Date (defined below) rather than Closing; and (iv) upon the Transition Date, then Seller shall make such items are nonetheless Excluded Assets. If applicable, at Closing, the parties shall enter into the agreements set forth on Schedule 1.3, in the forms attached hereto as Exhibit 1.3 (or, where appropriate, the parties shall execute an assignment and assumption agreement with respect available to such agreements). (d) Seller also operates WTHI (Terre Haute) on a combined basis with certain radio stations. If the Stations include any such stations, then shared assets shall be allocated as set forth on Schedule 1.3Buyer, and to the extent not allocated to within ten (10) Business Days (defined below) thereafter, Buyer pursuant to such Schedule, such assets shall be Excluded Assets. If any other Schedule attached hereto includes any items that are shared but not allocated to Buyer pursuant to Schedule 1.3, then remove such items are nonetheless Excluded Assets. If applicable, at Closing, from the parties shall enter into the agreements set forth on Schedule 1.3, which may include (if applicable) shared services agreements and shared facilities agreements, in the forms attached hereto as Exhibit 1.3 (or, where appropriate, the parties shall execute an assignment and assumption agreement with respect to such agreements)Studio Site.