Common use of Station Agreements Clause in Contracts

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 providing certain goods or services to any Person other than a specified Person; (viii) All agreements that have a remaining term (after taking into account any cancellation rights of the Bonneville Entities without charge or penalty) of more than one (1) year or involve a commitment of more than $25,000; and (ix) Any other agreement that is material to the business, operations, financial condition or results of operations of WLUP. Schedule 4.7(b) lists those Station Agreements relating in part to any station other than WLUP. True and complete copies of all the foregoing Bonneville Station Agreements that are in writing, and true and accurate summaries of all the foregoing Bonneville Station Agreements that are oral, including all amendments, modifications and supplements, have been delivered to the Emmis Entities. The Bonneville Station Agreements that are not described in Section 4.7(a) or in the foregoing clauses (i) through (ix) of this Section 4.7(b) (without regard to the monetary thresholds set forth in Section 4.7(a) or in such clauses of Section 4.7(b)) do not involve commitments by parties thereto with an aggregate fair market value of more than $150,000. (c) Schedule 4.7(c) lists all of the contracts and agreements used in or relating to the operation of WLUP immediately prior to the Chicago TBA Effective Date to which an Affiliate of any Bonneville Entity is a party. True and complete copies of those in writing have been delivered to the Emmis Entities, and summaries of those that are oral are set forth on Schedule 4.7(c). (d) Except as set forth on Schedule 4.7(d) and any other Schedule that relates to any Bonneville Station Agreement, with respect to the Bonneville Station Agreements which are, individually or in the aggregate, material to the assets, business, operations, financial condition or results of operations of WLUP, (i) such Bonneville Station Agreements are valid, binding, in full force and effect, and enforceable against the relevant Bonneville Entity in accordance with their terms except as the enforceability of such Bonneville Station Agreements may be affected by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally and by judicial discretion in the enforcement of equitable remedies; (ii) neither the Bonneville Entities nor, to the Knowledge of any Bonneville Entity, any other party is in material default under, and no event has occurred which (after the giving of notice or the lapse of time or both) would constitute a material default under, or permit termination, modification or acceleration of, any such Bonneville Station Agreements; (iii) neither the Bonneville Entities nor any Affiliate of the Bonneville Entities has granted or been granted any material waiver or forbearance with respect to any such Bonneville Station Agreements not reflected in an amendment or modification; (iv) the Bonneville Entities hold the right to enforce and receive the benefits under all such Bonneville Station Agreements, free and clear of Liens (other than Permitted Liens) but subject to the terms and provisions of each such agreement; (v) none of the rights of any Bonneville Entity or any Affiliate of any Bonneville Entity under any such Bonneville Station Agreements is subject to termination or modification as a result of the consummation of the transactions contemplated by this Agreement; and (vi) except as set forth on Schedule 4.7(a), 4.7(b) or 4.9, no such Bonneville Station Agreement requires the consent or approval by any party to such agreement for the consummation of the transactions contemplated by this Agreement. The foregoing to the contrary notwithstanding, (i) with respect to Bonneville Station Agreements that are Chicago TBA Contracts, the representations and warranties under this Section 4.7(d) are made only as of the end of the day prior to the Chicago TBA Effective Date, and (ii) the Bonneville Entities make no representations or warranties regarding the Station Agreements involving the AON Building. (e) During the period commencing on the Chicago TBA Effective Date, no Bonneville Entity has entered into, modified, amended, renewed, extended or terminated any WLUP Station Agreement to be assigned to and assumed by the Emmis Entities pursuant to this Agreement except in accordance with this Agreement (including Section 5.1).

Station Agreements. (a) Schedule 4.7(a) lists all Trade Agreements of WLUP KZLA as of the end of the day prior to the Chicago TBA Effective Datedate indicated on such Schedule, and sets forth the parties thereto, the contracted value of the remaining time required to be provided from and after the date noted on of such Schedule and the contracted value of the goods or services to be received by Bonneville International from and after the date noted on of 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 supplementssupplements thereto, have been delivered to the Emmis Entities. Schedule 4.7(a) identifies those , and each Trade Agreements which relate in part Agreement involving KZLA broadcast time of more than $25,000 entered into by any Bonneville Entity between the date of this Agreement and Closing shall be promptly delivered to any station other than WLUPthe Emmis Entities. (b) Schedule 4.7(b) ), together with Schedule 4.4 to the TBA, lists all the following types of agreements used in or relating to the operation of WLUP KZLA as of the date TBA Effective Date (except with respect to Section 4.7(b)(i) which is as of this Agreement (including the Station Agreements assigned under the Chicago TBAJuly 18, 2000): (i) Agreements for sale of broadcast time on WLUP KZLA for monetary consideration that (A) are not terminable by the Bonneville Entities without charge or penalty upon thirty (30) days’ days or less prior written notice, 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 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 KZLA or either Bonneville Entity to acquire goods or services exclusively from a single supplier or provider, or prohibiting WLUP KZLA or either Bonneville Entity from providing certain goods or services to any Person other than a specified Person; (viii) All agreements that have a remaining term (after taking into account any cancellation rights of the Bonneville Entities without charge or penalty) of more than one (1) year or involve a commitment of more than $25,000; and (ix) Any other agreement that is material to the business, operations, financial condition or results of operations of WLUP. Schedule 4.7(b) lists those Station Agreements relating in part to any station other than WLUPKZLA. True and complete copies of all the foregoing Bonneville Station Agreements that are in writing, and true and accurate summaries of all the foregoing Bonneville Station Agreements that are oral, including all amendments, modifications and supplements, have been delivered to the Emmis Entities. The Bonneville Station Agreements that are not described in Section 4.7(a) or in the foregoing clauses (i) through (ix) of this Section 4.7(b) (without regard to the monetary thresholds set forth in Section 4.7(a) or in such clauses of Section 4.7(b)) do not involve commitments by parties thereto with an aggregate fair market value of more than $150,000. (c) Schedule 4.7(c) lists all of the contracts and agreements used in or relating to the operation of WLUP immediately prior to the Chicago TBA Effective Date to which an Affiliate of any Bonneville Entity is a party. True and complete copies of those in writing have been delivered to the Emmis Entities, and summaries of those that are oral are set forth on Schedule 4.7(c). (d) Except as set forth on Schedule 4.7(d) and any other Schedule that relates to any Bonneville Station Agreement, with respect to the Bonneville Station Agreements which are, individually or in the aggregate, material to the assets, business, operations, financial condition or results of operations of WLUP, (i) such Bonneville Station Agreements are valid, binding, in full force and effect, and enforceable against the relevant Bonneville Entity in accordance with their terms except as the enforceability of such Bonneville Station Agreements may be affected by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally and by judicial discretion in the enforcement of equitable remedies; (ii) neither the Bonneville Entities nor, to the Knowledge of any Bonneville Entity, any other party is in material default under, and no event has occurred which (after the giving of notice or the lapse of time or both) would constitute a material default under, or permit termination, modification or acceleration of, any such Bonneville Station Agreements; (iii) neither the Bonneville Entities nor any Affiliate of the Bonneville Entities has granted or been granted any material waiver or forbearance with respect to any such Bonneville Station Agreements not reflected in an amendment or modification; (iv) the Bonneville Entities hold the right to enforce and receive the benefits under all such Bonneville Station Agreements, free and clear of Liens (other than Permitted Liens) but subject to the terms and provisions of each such agreement; (v) none of the rights of any Bonneville Entity or any Affiliate of any Bonneville Entity under any such Bonneville Station Agreements is subject to termination or modification as a result of the consummation of the transactions contemplated by this Agreement; and (vi) except as set forth on Schedule 4.7(a), 4.7(b) or 4.9, no such Bonneville Station Agreement requires the consent or approval by any party to such agreement for the consummation of the transactions contemplated by this Agreement. The foregoing to the contrary notwithstanding, (i) with respect to Bonneville Station Agreements that are Chicago TBA Contracts, the representations and warranties under this Section 4.7(d) are made only as of the end of the day prior to the Chicago TBA Effective Date, and (ii) the Bonneville Entities make no representations or warranties regarding the Station Agreements involving the AON Building. (e) During the period commencing on the Chicago TBA Effective Date, no Bonneville Entity has entered into, modified, amended, renewed, extended or terminated any WLUP Station Agreement to be assigned to and assumed by the Emmis Entities pursuant to this Agreement except in accordance with this Agreement (including Section 5.1).,

Station Agreements. (a) Schedule 4.7(a3.7(a) lists all Trade Agreements of WLUP the Emmis Stations as of the end of the day prior to the Chicago 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 Bonneville International 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 Emmis Bonneville Entities. Schedule 4.7(a3.7(a) identifies those Trade Agreements which relate in part to any station other than WLUPan Emmis Station. (b) Schedule 4.7(b3.7(b) lists all the following types of agreements used in or relating to the operation of WLUP each Emmis Station as of the date of this Agreement (including the Station Agreements assigned under the Chicago Phoenix TBA): (i) Agreements for sale of broadcast time on WLUP such Emmis Station for monetary consideration that (A) are not terminable by the Bonneville Emmis Entities without charge or penalty upon thirty (30) days’ or less prior written notice, 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 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 Bonneville Emmis Entities without charge or penalty) of one (1) year or less except for the Bonneville Emmis Real Property Leases listed on Schedule 4.9;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 Bonneville Emmis Entities without charge or penalty) of one (1) year or less; (vii) All agreements requiring WLUP such Emmis Station or either Bonneville Emmis Entity to acquire goods or services exclusively from a single supplier or provider, or prohibiting WLUP such Emmis Station or either Bonneville Entity the owner or operator thereof from providing certain goods or services to any Person other than a specified Person; (viii) All agreements that have a remaining term (after taking into account any cancellation rights of the Bonneville Emmis Entities without charge or penalty) of more than one (1) year or involve a commitment of more than $25,000; and (ix) Any other agreement that is material to the business, operations, financial condition or results of operations of WLUPany Emmis Station. Schedule 4.7(b3.7(b) also lists those Station Agreements relating in part to any station other than WLUPan Emmis Station. True and complete copies of all the foregoing Bonneville Emmis Station Agreements that are in writing, and true and accurate summaries of all the foregoing Bonneville Emmis Station Agreements that are oral, including all amendments, modifications and supplements, have been delivered to the Emmis Bonneville Entities. The Bonneville Emmis Station Agreements that are not described in Section 4.7(a3.7(a) or in the foregoing clauses (i) through (ix) of this Section 4.7(b3.7(b) (without regard to the monetary thresholds set forth in Section 4.7(a3.7(a) or in such clauses of Section 4.7(b3.7(b)) do not involve commitments by parties thereto with an aggregate fair market value of more than $150,000. (c) Schedule 4.7(c3.7(c) lists all of the contracts and agreements used in or relating to the operation of WLUP immediately prior to the Chicago TBA Effective Date Emmis Stations as of the date of this Agreement to which an Affiliate of any Bonneville Emmis Entity is a party. True and complete copies of those in writing have been delivered to the Emmis Bonneville Entities, and summaries of those that are oral are set forth on Schedule 4.7(c3.7(c). (d) Except as set forth on Schedule 4.7(d3.7(d) and any other Schedule that relates to any Bonneville Emmis Station Agreement, with respect to the Bonneville Emmis Station Agreements which are, individually or in the aggregate, material to the assets, business, operations, financial condition or results of operations of WLUPan Emmis Station, (i) such Bonneville Emmis Station Agreements are valid, binding, in full force and effect, and enforceable against the relevant Bonneville Emmis Entity in accordance with their terms except as the enforceability of such Bonneville Emmis Station Agreements may be affected by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally and by judicial discretion in the enforcement of equitable remedies; (ii) neither the Bonneville Emmis Entities nor, to the Knowledge of any Bonneville Emmis Entity, any other party is in material default under, and no event has occurred which (after the giving of notice or the lapse of time or both) would constitute a material default under, or permit termination, modification or acceleration of, any such Bonneville Emmis Station Agreements; (iii) neither the Bonneville Emmis Entities nor any Affiliate of the Bonneville Emmis Entities has granted or been granted any material waiver or forbearance with respect to any such Bonneville Emmis Station Agreements not reflected in an amendment or modification; (iv) the Bonneville Emmis Entities hold the right to enforce and receive the benefits under all such Bonneville Emmis Station Agreements, free and clear of Liens (other than Permitted Liens) but subject to the terms and provisions of each such agreement; (v) none of the rights of any Bonneville Emmis Entity or any Affiliate of any Bonneville Entity its Affiliates under any such Bonneville Emmis Station Agreements is subject to termination or modification as a result of the consummation of the transactions contemplated by this Agreement; and (vi) except as set forth on Schedule 4.7(a3.7(a), 4.7(b) 3.7(b), or 4.93.9, no such Bonneville Emmis Station Agreement requires the consent or approval by any party to such agreement for the consummation of the transactions contemplated by this Agreement. The foregoing to the contrary notwithstanding, (i) with respect to Bonneville Emmis Station Agreements that are Chicago Phoenix TBA Contracts, the representations and warranties under this Section 4.7(d3.7(d) are made only as of the end of the day prior to the Chicago Phoenix TBA Effective Date, and (ii) the Bonneville Entities make no representations or warranties regarding the Station Agreements involving the AON Building. (e) During the period commencing on the Chicago Phoenix TBA Effective Date, no Bonneville Emmis Entity has entered into, modified, amended, renewed, extended or terminated any WLUP Emmis Station Agreement to be assigned to and assumed by the Emmis Bonneville Entities pursuant to this Agreement except in accordance with this Agreement (including Section 5.1).

Station Agreements. (a) Schedule 4.7(a3.7(a) lists all Trade Agreements of WLUP the Emmis Stations as of the end of the day prior to the Chicago TBA Effective Datedate indicated on such Schedule, and sets forth the parties thereto, the contracted value of the remaining time required to be provided from and after the date noted on of such Schedule and the contracted value of the goods or services to be received by Bonneville International the Emmis Stations from and after the date noted on of 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 supplementssupplements thereto, have been delivered to the Bonneville Entities, and each Trade Agreement involving broadcast time on the Emmis Stations of more than $25,000 entered into between the date of this Agreement and Closing shall be promptly delivered to the Bonneville Entities. Schedule 4.7(a) identifies those Trade Agreements which relate in part to any station other than WLUP. (b) Schedule 4.7(b3.7(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):each Emmis Station: (i) Agreements for sale of broadcast time on WLUP such Emmis Station for monetary consideration that (A) are not terminable by the Bonneville Entities owner or operator thereof without charge or penalty upon thirty (30) days’ days or less prior written notice, 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 Bonneville 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 Bonneville Entities Emmis Station without charge or penalty) of one (1) year or less except for the Bonneville Emmis Real Property Leases listed on Schedule 4.93.9; (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 19 25 calendar year and (C) have a term (after taking into account any cancellation right of the Bonneville Entities Emmis Station without charge or penalty) of one (1) year or less; (vii) All agreements requiring WLUP such Emmis Station or either Bonneville Entity the owner or operator thereof, to acquire goods or services exclusively from a single supplier or provider, or prohibiting WLUP such Emmis Station or either Bonneville Entity the owner or operator thereof from providing certain goods or services to any Person other than a specified Person; (viii) All agreements that have a remaining term (after taking into account any cancellation rights of the Bonneville Entities Emmis Station without charge or penalty) of more than one (1) year or involve a commitment of more than $25,000; and (ix) Any other agreement that is material to the business, operations, financial condition or results of operations of WLUP. Schedule 4.7(b) lists those Station Agreements relating in part to any station other than WLUPEmmis Station. True and complete copies of all the foregoing Bonneville Station Agreements that are in writing, and true and accurate summaries of all the foregoing Bonneville Station Agreements that are oral, including all amendments, modifications and supplements, have been delivered to the Emmis Bonneville Entities. The Bonneville Station Agreements included in the Emmis Assets that are not described in Section 4.7(a3.7(a) or in the foregoing clauses (i) through (ix) of this Section 4.7(b3.7(b) (without regard to the monetary thresholds set forth in Section 4.7(a3.7(a) or in such clauses of Section 4.7(b3.7(b)) do not involve commitments by parties thereto with an aggregate fair market value of more than One Hundred Fifty Thousand Dollars ($150,000). (c) Schedule 4.7(c3.7(c) lists all of the contracts and agreements used in or relating to the operation of WLUP immediately prior to the Chicago TBA Effective Date Emmis Stations to which an Affiliate of any Bonneville Emmis Entity or Sincxxxx Xxxity is a party. True and complete copies of those in writing have been delivered to the Emmis Bonneville Entities, and summaries of those that are oral are set forth on Schedule 4.7(c3.7(c). (d) Except as set forth on Schedule 4.7(d) and any other Schedule that relates to any Bonneville Station Agreement, with With respect to the Bonneville Station Agreements which are, individually or in the aggregate, material to the assets, business, operations, financial condition or results of operations of WLUPan Emmis Station, except as set forth in the Schedules, (i) such Bonneville Station Agreements are valid, binding, in full force and effect, and enforceable against the relevant Bonneville Emmis Entity or Sincxxxx Xxxity in accordance with their terms except as the enforceability of such Bonneville Station Agreements may be affected by bankruptcy, insolvency, or similar laws affecting creditors’ ' rights generally and by judicial discretion in the enforcement of equitable remedies; (ii) neither the Bonneville Emmis Entities or Sincxxxx Xxxities nor, to the Knowledge of any Bonneville Emmis Entity, any other party is in material default under, and no event has occurred which (after the giving of notice or the lapse of time or both) would constitute a material default under, or permit termination, modification or acceleration of, any such Bonneville Station Agreements; (iii) neither the Bonneville Emmis Entities or Sincxxxx Xxxities nor any Affiliate of the Bonneville Emmis Entities or Sincxxxx Xxxities has granted or been granted any material waiver or forbearance with respect to any such Bonneville Station Agreements Agreement not reflected in an amendment or modification; (iv) the Bonneville Emmis Entities or Sincxxxx Xxxities hold the right to enforce and receive the benefits under all such Bonneville Station Agreements, free and clear of Liens (other than Permitted Liens) but subject to the terms and provisions of each such agreement; (v) none of the rights of any Bonneville Emmis Entity or Sincxxxx Xxxity or any Affiliate of any Bonneville Entity thereof under any such Bonneville Station Agreements Agreement is subject to termination or modification as a result of the consummation of the transactions contemplated by this Agreement; and (vi) except as set forth on Schedule 4.7(a), 4.7(b3.7(b) or 4.93.9, no such Bonneville Station Agreement requires the consent or approval by any each party to any such agreement Station Agreement is required thereunder for the consummation of the transactions contemplated by this Agreement. The foregoing to the contrary notwithstanding, (i) with respect to Bonneville Station Agreements that are Chicago TBA Contracts, the representations and warranties under this Section 4.7(d) are made only as of the end of the day prior to the Chicago TBA Effective Date, and (ii) the Bonneville Entities make no representations or warranties regarding the Station Agreements involving the AON Buildinghereby. (e) During the period commencing on the Chicago TBA Effective Date, no Bonneville Entity has entered into, modified, amended, renewed, extended or terminated any WLUP Station Agreement to be assigned to and assumed by the Emmis Entities pursuant to this Agreement except in accordance with this Agreement (including Section 5.1).