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. (a) SCHEDULE 3.7(a) lists all agreements, contracts, understandings and commitments (including, without limitation, programming agreements which may be listed on SCHEDULE 3.7(b)) as of the date indicated thereon for the sale of time on any Station for other than monetary consideration ("Trade Agreements"), and sets forth the parties thereto, the financial value of the time required to be provided from and after the date of such Schedule and the estimated financial value of the goods or services to be received by each Seller from and after the date of such Schedule. True and complete copies of all written Trade Agreements in effect as of such date involving broadcast time of more than $25,000, including all amendments, modifications and supplements thereto, have been delivered to Buyer, and each Trade Agreement involving broadcast time of more than $25,000 entered into by any Seller between the date of this Agreement and Closing shall be promptly delivered to Buyer.
(b) SCHEDULE 3.7(b) lists all the following types of agreements used in or relating to the operation of each Station:
(i) Agreements for sale of broadcast time on such Station for monetary consideration that (A) are not terminable by Sellers without charge or penalty upon thirty (30) days or less prior written notice and (B) involve broadcast time of more than Twenty-Five Thousand Dollars ($25,000);
(ii) All network affiliation agreements;
(iii) All sales agency or advertising representation contracts;
(iv) Each lease of any Sale 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 Sellers without charge or penalty) of one (1) year or less) except for leases of Real Property listed on SCHEDULE 3.9;
(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 Sellers without charge or penalty) of one (1) year or less;
(vii) All agreements requiring such Station to acquire goods or services exclusively from a single supplier or provider, or prohibiting such Station from providing certain goo...
Station Agreements. (a) Schedule 3.9 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. 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.
(b) Except as set forth in the Schedules, 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) neither Seller nor, to the knowledge of Seller, any other party thereto, is 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) Seller 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 provision of each such agreement.
(c) Schedule 3.9 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 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. All rights of Sellers in, to and under all contracts, leases, agreements, commitments and other arrangements, and any amendments or modifications, used or useful in the operation of any Station as of the date hereof (including, but not limited to, those listed on Schedule 3.7(b)) or made or entered into by any Seller between the date hereof and the Closing Date in compliance with this Agreement (the "Station Agreements").
Station Agreements. (a) Schedule 3.9 sets forth a list of all Station Agreements. Complete and correct copies of all Station Agreements listed on Schedule 3.9 have been delivered to Buyer, and Buyer agrees to assume all of the Station Agreements at Closing which are listed on Schedule 3.9 as being assumed by Buyer.
(b) Except as set forth in the Schedules, and with respect to all Station Agreements listed on Schedule 3.9, (i) such agreements are legal, valid and enforceable against Seller 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; (ii) neither Seller, nor to Seller’s knowledge any other party thereto, is in material breach of or in material default under any such agreements; (iii) to Seller’s knowledge, 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 such agreements which are, individually or in the aggregate, material to the operation of the Station; and (iv) Seller holds the right to enforce and receive the benefits under such agreements, free and clear of all Liens (other than Permitted Liens) but subject to the terms and provision of each such agreement.
(c) Schedule 3.4 indicates whether consent or approval by any counterparty to any Station Agreement is required thereunder for consummation of the transactions contemplated hereby.
Station Agreements. (a) Schedule 4.7(a) lists all Trade Agreements of WLUP as of the end of the day prior to the Chicago 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 Bonneville International 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 Emmis Entities. Schedule 4.7(a) identifies those Trade Agreements which relate in part to any station other than WLUP.
(b) Schedule 4.7(b) lists all the following types of agreements used in or relating to the operation of WLUP as of the date of this Agreement (including the Station Agreements assigned under the Chicago TBA):
(i) Agreements for sale of broadcast time on WLUP for monetary consideration that (A) are not terminable by the Bonneville 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 Bonneville 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 Bonneville Entities without charge or penalty) of one (1) year or less except for the Bonneville Real Property Leases listed on Schedule 4.9;
(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 Bonneville Entities without charge or penalty) of one (1) year or less;
(vii) All agreements requiring WLUP or either Bonneville Entity to acquire goods or services exclusively from a single supplier or provider, or prohibiting WLUP or either Bonneville Entity from providin...
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.
