Station Agreements Sample Clauses
A Station Agreements clause defines the terms and conditions under which a party may use, access, or operate at a particular station or facility. This clause typically outlines responsibilities such as maintenance, permitted activities, scheduling, and any fees or charges associated with station use. By clearly setting out these operational details, the clause helps prevent disputes and ensures that all parties understand their rights and obligations regarding the station, thereby promoting smooth and efficient operations.
Station Agreements. (a) Any Trade Agreements remaining at the Closing shall be consistent with the Trade Agreements historically agreed to by the Company as evidenced by the summary of trade sales attached to Section 3.12 of the Disclosure Schedule. At Closing the negative balance of any Trade Agreements shall not exceed $10,000.
(b) Section 3.12 of the Disclosure Schedule under the heading "Station Agreements" sets forth an accurate and complete list of all agreements, contracts, arrangements or commitments in effect as of the date hereof, including all amendments, modifications and supplements thereto, (i) to which the Company is a party or by which it is bound or (ii) to which the Station or its assets or properties is a party to or by which it is bound. Complete and correct copies of all such agreements, contracts, arrangements, or commitments that are in writing, including all amendments, modifications and supplements thereto, have been delivered to Buyer.
(c) Except as set forth in the Disclosure Schedule, and with respect to all Station Agreements being assumed by Buyer, (i) all Station Agreements are legal, valid and enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in any proceeding at law or in equity; (ii) Seller is not, nor is, to the Seller's knowledge, any other party thereto, in material breach of or in material default under any Station Agreements; (iii) to the knowledge of Seller, there has not occurred any event which, after the giving of notice or the lapse of time or both, would constitute a material default under, or result in the material breach of, any Station Agreements which are, individually or in the aggregate, material to the operation of the Station; and (iv) the Company holds the right to enforce and receive the benefits under all of the Station Agreements, free and clear of all Liens (other than Permitted Liens) but subject to the terms and provisions of each such agreement.
(d) Section 3.12 of the Disclosure Schedule indicates, for each Station Agreement listed thereon that has not been reduced to writing, whether consent or approval by any party thereto is required thereunder in connection with the consummation of the transactions contemplated hereby or in connection with the assignment of such Station Agreement b...
Station Agreements. (a) Schedule 3.8 sets forth an accurate and complete list of all material agreements, contracts, arrangements or commitments in effect as of the date hereof, including all amendments, modifications and supplements thereto which the Station or its assets or properties are bound by, except (A) employee benefit plans and employment contracts, (B) contracts for the sale of time on the Station, and (C) contracts which are cancelable by Seller or its assignee without breach or penalty on not more than sixty (60) days' notice.
(b) To the actual knowledge of Seller, except as set forth in the Schedules, (i) the Station Agreements are, in all material respects, valid and enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in any proceeding at law or in equity; (ii) neither Seller nor any party thereto is in material breach of or in material default under any Station Agreements; (iii) there has not occurred any event which, after the giving of notice or the lapse of time or both, would constitute a material default under, or result in the material breach of, any Station Agreements which, individually or in the aggregate, would result in a Material Adverse Condition.
(c) Schedule 3.8 indicates, for each Station Agreement listed thereon which is being assumed by Buyer, whether consent or approval by any party thereto is required thereunder for consummation of the transactions contemplated hereby.
Station Agreements. The agreements, commitments, contracts, leases and other items described in Section 2.1(d) which relate to operation of the Station.
Station Agreements. The agreements which are listed on Schedule 3.9, as well as any renewals, extensions, amendments or modifications of those agreements which are made in the ordinary course of Seller’s operation of the Station and in accordance with the terms and provisions of this Agreement and which are listed on Schedule 3.9 as being assumed by Buyer;
Station Agreements. The agreements, commitments, contracts, leases and other items listed in Schedule 3.9.
Station Agreements. All agreements which Seller is a party to or bound by which are listed on Schedule 3.9 as agreements which Buyer is electing to assume; any renewals, extensions, amendments or modifications of those agreements being assumed which are made in the ordinary course of Seller's operation of the Stations and in accordance with the terms and provisions of this Agreement; and any additional such agreements, contracts, leases, commitments or orders (and any renewals, extensions, amendments or modifications thereof) made or entered into between the date hereof and the Closing Date in accordance with the terms and provisions of this Agreement and which Buyer elects to assume in writing.
Station Agreements. (a) Schedule 3.7(a) lists all Trade Agreements of the Emmis Stations as of the end of the day prior to the Phoenix TBA Effective Date, and sets forth the parties thereto, the contracted value of the remaining time required to be provided from and after the date noted on such Schedule and the contracted value of the goods or services to be received by Emmis Operating from and after the date noted on such Schedule. True and complete copies of all such written Trade Agreements in effect as of such date involving broadcast time of more than $25,000, and true and accurate summaries of all such Trade Agreements that are oral, including all related amendments, modifications and supplements, have been delivered to the Bonneville Entities. Schedule 3.7(a) identifies those Trade Agreements which relate in part to any station other than an Emmis Station.
(b) Schedule 3.7(b) lists all the following types of agreements used in or relating to the operation of each Emmis Station as of the date of this Agreement (including the Station Agreements assigned under the Phoenix TBA):
(i) Agreements for sale of broadcast time on such Emmis Station for monetary consideration that (A) are not terminable by the Emmis Entities without charge or penalty upon thirty (30) days’ or less prior written notice and (B) involve broadcast time of more than $25,000;
(ii) All network affiliation agreements;
(iii) All sales agency or advertising representation contracts;
(iv) Each lease of any Emmis Asset (including a description of the property leased thereunder) other than such agreements not requiring expenditures of more than $25,000 in any calendar year and having a term (after taking into account any cancellation right of the Emmis Entities without charge or penalty) of one (1) year or less except for the Emmis Real Property Leases listed on Schedule 3.9; 1
(v) All collective bargaining agreements;
(vi) All severance agreements, employment agreements, talent agreements and agreements with independent contractors, other than such agreements that (A) do not provide for any severance payments or benefits, (B) do not require expenditures of more than $25,000 in any calendar year and (C) have a term (after taking into account any cancellation right of the Emmis Entities without charge or penalty) of one (1) year or less;
(vii) All agreements requiring such Emmis Station or either Emmis Entity to acquire goods or services exclusively from a single supplier or provider, or prohibiting such Emmis ...
Station Agreements. The agreements, commitments, contracts, leases ------------------- and other items described in Section 2.1(d) which relate to operation of the -------------- Station.
Station Agreements. All rights of Seller in, to and under all contracts, leases, agreements, commitments and other arrangements, and any amendments and modifications, listed in Schedule 3.8(b) or made or entered into between the date hereof and the Closing Date in compliance with this Agreement (the "Station Agreements"). Station Agreements which the parties are deeming to be "Material Contracts" are marked by an asterisk in Schedule 3.8(b).
Station Agreements. All Station Agreements which are set forth on Schedule 2.1.3 hereto. Material Station Agreements shall be marked on Schedule 2.1.3 with an asterisk.