Common use of Termination Upon Order of Governmental Authority Clause in Contracts

Termination Upon Order of Governmental Authority. The parties intend that this Agreement shall comply with all applicable federal, state and local regulations. In the event that a federal, state or local governmental authority designates a hearing with respect to the continuation or renewal of any licenses,permits or authorizations held by Licensee for the operation of each of the Station or orders the termination of this Agreement and/or the curtailment in any manner material to the relationship between the parties hereto of the provision of programming by Broker hereunder, Broker, at its option, may seek administrative or judicial appeal of or relief from such order(s) (in which event Licensee shall cooperate with Broker provided that Broker shall be responsible for legal fees incurred in such proceedings) or Broker shall notify Licensee that they will terminate this Agreement in accordance with such order(s). If the FCC designates any renewal application of the Station for a hearing or commences a hearing to consider revocation of any license or permit for the Station as a consequence of this Agreement or for any reason other than the fault of Broker, Licensee shall be responsible for expenses they incur as a consequence of the FCC proceeding; PROVIDED, however, that Broker shall cooperate and comply with any reasonable request of Licensee to assemble and provide to the FCC information relating to Broker's performance under this Agreement. In the event of termination upon such governmental order(s), Broker shall pay to Licensee any fees due but unpaid as of the date of termination unless prohibited by such order(s) and Licensee shall reasonably cooperate with Broker to the extent permitted to enable Broker to fulfill advertising or other programming contracts then outstanding, in which event Licensee shall receive as compensation for such advertising or programming that which otherwise would have been paid to Broker thereunder. Thereafter, neither party shall have any liability to the other under the Agreement except as may be provided pursuant to Paragraph 16 hereof.

Termination Upon Order of Governmental Authority. The parties intend that this Agreement shall comply with all applicable federal, state and local regulations. In the event that a A "Governmental Termination Event" will occur if any court or federal, state or local governmental government authority designates a hearing (including the FCC) orders or takes any action which becomes effective and which requires the termination or material curtailment of the Broker's activities with respect to the continuation Station pursuant to this Agreement; provided that such order or renewal of action will no longer constitute a Governmental Termination Event if such action or order is subsequently stayed or ceases to be effective. If any licenses,permits court or authorizations held by Licensee for federal, state or local government authority announces or takes any other action or proposed action which could result in a Governmental Termination Event, then either the operation of each of Broker or the Station or orders the termination of this Agreement and/or the curtailment in any manner material to the relationship between the parties hereto of the provision of programming by Broker hereunder, Broker, at its option, Owner may seek administrative or judicial appeal of or relief from such order(s) therefrom (in which event Licensee shall the other of them will cooperate with Broker provided such effort in any reasonable manner requested) and consult with such agency and its staff concerning such matters and, in the event that Broker shall be responsible for legal fees incurred in such proceedings) or Broker shall notify Licensee that they will terminate this Agreement is not terminated, use their reasonable best efforts and negotiate in accordance with good faith a modification to this Agreement which would obviate any such order(s)questions as to validity while preserving, to the extent possible, the intent of the parties and the economic and other benefits of this Agreement and the Purchase Agreement and the portions thereof the validity of which are called into question. If the FCC designates any the license renewal application of the Station for a hearing or commences a hearing to consider revocation of any license or permit for the Station as a consequence of this Agreement or for any reason other than reason, or initiates any revocation or other proceeding with respect to the fault authorizations issued to the Owner for the operation of Brokerthe Station, Licensee shall then the Owner and the Broker will each use diligent, reasonable efforts to contest such action and will each be responsible for its own expenses they incur incurred as a consequence of the such FCC proceeding; PROVIDED, however, that . The Broker shall will cooperate and comply with any reasonable request of Licensee the Owner to assemble and provide to the FCC information relating to the Broker's performance under this Agreement. In the event of termination upon such governmental order(s), Broker shall pay to Licensee any fees due but unpaid as of the date Broker's activities with respect to the Station pursuant to this Agreement as a result of termination unless prohibited by such order(s) and Licensee shall any Governmental Termination Event, the Owner will cooperate reasonably cooperate with the Broker to the extent permitted to enable the Broker to fulfill advertising or other programming contracts then outstanding. If a Governmental Termination Event occurs, in then the Term will continue until the date upon which event Licensee shall receive the activities of the Broker and the Owner are required to be ceased, as compensation for mandated by the agency or authority which brought about such advertising or programming that which otherwise would have been paid to Broker thereunder. Thereafter, neither party shall have any liability to the other under the Agreement except as may be provided pursuant to Paragraph 16 hereofGovernmental Termination Event.

Termination Upon Order of Governmental Authority. The parties intend that this Agreement shall comply with all applicable federal, state and local regulations. In the event that a federal, state or local governmental authority designates a hearing with respect to the continuation or renewal of any licenses,, permits or authorizations held by Licensee for the operation of each of the Station Stations or orders the termination of this Agreement and/or the curtailment in any manner material to the relationship between the parties hereto of the provision of programming by Broker hereunder, Broker, at its option, may seek administrative or judicial appeal of or relief from such order(s) (in which event Licensee shall cooperate with Broker provided that Broker shall be responsible for legal fees incurred in such proceedings) or Broker shall notify Licensee that they will terminate this Agreement in accordance with such order(s). If the FCC designates any renewal application of the Station Stations for a hearing or commences a hearing to consider revocation of any license or permit for the Station Stations as a consequence of this Agreement or for any reason other than the fault of Broker, Licensee shall be responsible for expenses they incur as a consequence of the FCC proceeding; PROVIDED, however, that Broker shall cooperate and comply with any reasonable request of Licensee to assemble and provide to the FCC information relating to Broker's performance under this Agreement. In the event of termination upon such governmental order(s), Broker shall pay to Licensee any fees due but unpaid as of the date of termination unless prohibited by such order(s) and Licensee shall reasonably cooperate with Broker to the extent permitted to enable Broker to fulfill advertising or other programming contracts then outstanding, in which event Licensee shall receive as compensation for such advertising or programming that which otherwise would have been paid to Broker thereunder. Thereafter, neither party shall have any liability to the other under the Agreement except as may be provided pursuant to Paragraph 16 hereof.

Termination Upon Order of Governmental Authority. The parties intend that this Agreement shall comply with all applicable federal, state and local regulations. In the event that a A “Governmental Termination Event” will occur if any court or federal, state or local governmental government authority designates a hearing (including the FCC) orders or takes any action which becomes effective and which requires the termination or material curtailment of the Broker’s activities with respect to the continuation Stations pursuant to this Agreement; provided that such order or renewal of action will no longer constitute a Governmental Termination Event if such action or order is subsequently stayed or ceases to be effective. If any licenses,permits court or authorizations held by Licensee for federal, state or local government authority announces or takes any other action or proposed action which could result in a Governmental Termination Event, then either the operation of each of Broker or the Station or orders the termination of this Agreement and/or the curtailment in any manner material to the relationship between the parties hereto of the provision of programming by Broker hereunder, Broker, at its option, Owner may seek administrative or judicial appeal of or relief from such order(s) therefrom (in which event Licensee shall the other of them will cooperate with Broker provided such effort in any reasonable manner requested) and consult with such agency and its staff concerning such matters and, in the event that Broker shall be responsible for legal fees incurred in such proceedings) or Broker shall notify Licensee that they will terminate this Agreement is not terminated, use their reasonable best efforts and negotiate in accordance with good faith a modification to this Agreement which would obviate any such order(s)questions as to validity while preserving, to the extent possible, the intent of the parties and the economic and other benefits of this Agreement and the Purchase Agreement and the portions thereof the validity of which are called into question. If the FCC designates any the license renewal application of the Station Stations for a hearing or commences a hearing to consider revocation of any license or permit for the Station as a consequence of this Agreement or for any reason other than reason, or initiates any revocation or other proceeding with respect to the fault authorizations issued to the Owner for the operation of Brokerthe Stations, Licensee shall then the Owner and the Broker will each use diligent, reasonable efforts to contest such action and will each be responsible for its own expenses they incur incurred as a consequence of the such FCC proceeding; PROVIDED, however, that . The Broker shall will cooperate and comply with any reasonable request of Licensee the Owner to assemble and provide to the FCC information relating to the Broker's ’s performance under this Agreement. In the event of termination upon such governmental order(s), Broker shall pay to Licensee any fees due but unpaid as of the date Broker’s activities with respect to the Stations pursuant to this Agreement as a result of termination unless prohibited by such order(s) and Licensee shall any Governmental Termination Event, the Owner will cooperate reasonably cooperate with the Broker to the extent permitted to enable the Broker to fulfill advertising or other programming contracts then outstanding. If a Governmental Termination Event occurs, in then the Term will continue until the date upon which event Licensee shall receive the activities of the Broker and the Owner are required to be ceased, as compensation for mandated by the agency or authority which brought about such advertising or programming that which otherwise would have been paid to Broker thereunder. Thereafter, neither party shall have any liability to the other under the Agreement except as may be provided pursuant to Paragraph 16 hereofGovernmental Termination Event.

Termination Upon Order of Governmental Authority. The parties intend that this Agreement shall comply with all applicable federal, state and local regulations. In the event that a federal, state or local governmental authority designates a hearing with respect to the continuation or renewal of any licenses,, permits or authorizations held by Licensee for the operation of each of the Station Stations or orders order the termination of this Agreement and/or the curtailment in any manner material to the relationship between the parties hereto of the provision of programming by Broker hereunder, Broker, at its option, may seek administrative or judicial appeal of or relief from such order(s) (in which event Licensee shall cooperate with Broker provided that Broker shall be responsible for legal fees incurred in such proceedings) or Broker shall notify Licensee that they will terminate this Agreement in accordance with such order(s). If the FCC designates any renewal application of the Station Stations for a hearing or commences a hearing to consider revocation of any license or permit for the Station Stations as a consequence of this Agreement or for any reason other than that the fault of Broker, Licensee shall be responsible for expenses they incur as a consequence of the FCC proceeding; PROVIDED, provided however, that Broker shall cooperate and comply with any reasonable request of Licensee to assemble and provide to the FCC information relating to Broker's performance under this Agreement. In the event of a termination upon such governmental order(s), Broker shall pay to Licensee any fees due but unpaid as of the date of termination unless prohibited by such order(s) ), and Licensee shall reasonably cooperate with Broker to the extent permitted to enable Broker to fulfill advertising or other programming contracts then outstanding, in which event Licensee shall receive as compensation for such advertising or programming that which otherwise would have been paid to Broker thereunder. Thereafter, neither party shall have any liability to the other under the Agreement except as may be provided pursuant to Paragraph 16 18 hereof.

Termination Upon Order of Governmental Authority. The parties intend that this Agreement shall comply with all applicable federal, state and local regulations. In the event that a federal, state or local governmental authority designates a hearing with respect to (including, without limitation, the continuation FCC) orders, or renewal of any licenses,permits takes or authorizations held by Licensee for the operation of each of the Station or orders announces other action that requires the termination of this its Agreement and/or the curtailment curtailment, in any manner material to manner, of the relationship between the parties hereto of or the provision of programming by Broker hereunder, Broker, at its option, may may: (a) seek administrative or judicial appeal of or relief from such order(s) (in which event Licensee shall cooperate with Broker Broker, provided that Broker shall be responsible for legal fees and costs incurred in such proceedings); or (b) or Broker shall notify Licensee that they it will terminate this Agreement upon ten (10) days' prior written notice to Licensee. In the event of termination of this Agreement by Broker pursuant to clause (b) of the preceding sentence, and in accordance with the event that the effective date of termination of this Agreement shall occur in the middle of a calendar month (i.e., on any date other than the first day of the calendar month), the Broker shall be entitled to a proration of the sums owed to or paid to Licensee pursuant to Paragraph 2 hereof, provided that Broker is not in default under this Agreement as of the effective date of such order(s)termination of this Agreement. If the FCC designates any the license renewal application of the Station Stations for a hearing or commences a hearing to consider revocation of any license or permit for the Station as a consequence of this Agreement or for any reason other than reason, or initiates any revocation or other proceeding with respect to the fault authorizations issued to the Licensee for the operation of Brokerthe Stations, and Licensee elects to contest the action, then Licensee shall be responsible for its expenses they incur incurred as a consequence of the FCC proceedingproceedings; PROVIDEDprovided, however, that Broker shall at its own expense cooperate and comply with any reasonable request of Licensee to assemble and provide to the FCC Commission information relating to Broker's performance under this Agreement. In the event of termination upon such governmental any government order(s), Broker shall pay to Licensee any fees due but unpaid as of the date of termination unless prohibited by such order(s) and Licensee shall cooperate reasonably cooperate with Broker to the extent permitted to enable Broker to fulfill advertising or other programming contracts then outstanding, in which event Licensee shall receive as compensation for the carriage of such advertising or programming that which otherwise would have been paid to the Broker thereunderhereunder. ThereafterIn the event of termination of this Agreement upon any governmental order(s), neither party Broker shall have be entitled to pursue collection of its own accounts receivable accrued from any liability advertiser which has contracted directly with Broker for the purchase of advertising time on the Stations. In the event that any change in FCC rules or policies calls into question the validity of any portion of this Agreement, the parties hereunder shall consult with the FCC and its staff concerning such matters and shall negotiate in good faith a modification to this Agreement which would obviate any such FCC questions as to validity while preserving, to the extent possible, the intent of the parties and the economic and other under the Agreement except as may be provided pursuant to Paragraph 16 hereofbenefits of this Agreement.

Termination Upon Order of Governmental Authority. The parties intend that this Agreement shall comply with all applicable federal, state and local regulations. In the event that a A "Governmental Termination Event" will occur if any court or federal, state or local governmental government authority designates a hearing (including the FCC) orders or takes any action which becomes effective and which requires the termination or material curtailment of Broker's activities with respect to the continuation Station pursuant to this Agreement; provided that such order or renewal of action will no longer constitute a Governmental Termination Event if such action or order is subsequently stayed or ceases to be effective. If any licenses,permits court or authorizations held by Licensee for federal, state or local government authority announces or takes any other action or proposed action which is reasonably likely to result in a Governmental Termination Event, then either Broker or the operation of each of the Station or orders the termination of this Agreement and/or the curtailment in any manner material to the relationship between the parties hereto of the provision of programming by Broker hereunder, Broker, at its option, Owners may seek administrative or judicial appeal of or relief from such order(s) therefrom (in which event Licensee the other of them shall cooperate with Broker provided such effort in any reasonable manner requested) and consult with such agency and its staff concerning such matters and, in the event that Broker shall be responsible for legal fees incurred in such proceedings) or Broker shall notify Licensee that they will terminate this Agreement is not terminated as provided herein, use their reasonable best efforts and negotiate in accordance with good faith a modification to this Agreement which would obviate any such order(s)questions as to validity while preserving, to the extent possible, the intent of the parties and the economic and other benefits of this Agreement and the portions hereof the validity of which are called into question. If the FCC designates any the license renewal application of the Station for a hearing or commences a hearing to consider revocation of any license or permit for the Station as a consequence of this Agreement or for any reason other than reason, or initiates any revocation or other proceeding with respect to the fault authorizations issued to the Owners for the operation of Brokerthe Station, Licensee then the Owners and Broker shall each use diligent, reasonable efforts to contest such action, and shall each be responsible for its own expenses they incur incurred as a consequence of the such FCC proceeding; PROVIDED, however, that . Broker shall cooperate and comply with any reasonable request of Licensee the Owners to assemble and provide to the FCC information relating to Broker's performance under this Agreement. In the event of termination upon such governmental order(s)of Broker's activities with respect to the Station pursuant to this Agreement as a result of any Governmental Termination Event, Broker the Owners shall pay to Licensee any fees due but unpaid as of the date of termination unless prohibited by such order(s) and Licensee shall cooperate reasonably cooperate with Broker to the extent permitted to enable Broker to fulfill advertising or other programming contracts then outstanding. If a Governmental Termination Event occurs, in then the Term will continue until the date upon which event Licensee shall receive the activities of Broker and the Owners are required to be ceased, as compensation for mandated by the agency or authority which brought about such advertising or programming that which otherwise would have been paid to Broker thereunder. Thereafter, neither party shall have any liability to the other under the Agreement except as may be provided pursuant to Paragraph 16 hereofGovernmental Termination Event.

Termination Upon Order of Governmental Authority. The parties intend that this Agreement shall comply with all applicable federal, state and local regulations. In the event that a federal, state or local governmental authority designates a hearing with respect to the continuation or renewal of any licenses,, permits or authorizations held by Licensee for the operation of each of the Station Stations or orders the termination of this Agreement and/or the curtailment in any manner material to the relationship between the parties hereto of the provision of programming by Broker hereunder, Broker, at its option, may seek administrative or judicial appeal of of, or relief from from, such order(s) (in which event Licensee shall cooperate with Broker provided that Broker shall be responsible for legal fees incurred in such proceedings) or Broker shall notify Licensee that they it will terminate this Agreement in accordance with such order(s). If the FCC designates any renewal application of the Station Stations for a hearing or commences a hearing to consider revocation of any license or permit for the Station Stations as a consequence of this Agreement or for any reason other than the fault of Broker, Licensee shall be responsible for expenses they incur incurred as a consequence of the FCC proceeding; PROVIDED, howeverHOWEVER, that Broker shall cooperate and comply with any reasonable request of Licensee to assemble and provide to the FCC information relating to Broker's performance under this Agreement. In the event of termination upon such governmental order(s), Broker shall pay to Licensee any fees due but unpaid as of the date of termination unless prohibited by such order(s) ), and Licensee shall reasonably cooperate with Broker to the extent permitted to enable Broker to fulfill advertising or other programming contracts then outstanding, in which event Licensee shall receive as compensation for such advertising or programming that which otherwise would have been paid to Broker thereunder. Thereafter, neither party shall have any liability to the other under the Agreement except as may be provided pursuant to Paragraph 16 hereof.

Termination Upon Order of Governmental Authority. The If this Agreement is challenged at the FCC, whether or not in connection with the Station's license renewal application, counsel for the FCC Licensee and Achievement and counsel for the Unica shall jointly defend the Agreement and the parties' performance thereunder throughout all FCC proceedings at the sole expense of the Unica. If portions of this Agreement are questioned, challenged or disapproved by the FCC, then the parties intend that shall reform the Agreement as necessary to satisfy the FCC's concerns. If the parties are unable to reform the Agreement as necessary to satisfy such concerns, this Agreement shall comply with all applicable federal, state and local regulationsterminate. In the event that a federal, state or local governmental government authority designates a hearing with respect to the continuation or renewal of any licenses,permits or authorizations authorization held by the FCC Licensee for the operation of each of the Station or orders the termination of this Agreement and/or the curtailment in initiates any manner material revocation or other proceeding with respect to the relationship between authorizations issued to the parties hereto FCC Licensee for the operation of the provision of programming by Broker hereunderStation, Brokerand Achievement elects to contest the action, at its option, may seek administrative or judicial appeal of or relief from such order(s) (in which event Licensee shall cooperate with Broker provided that Broker then Achievement shall be responsible for legal fees its expenses incurred in such proceedings) or Broker shall notify Licensee that they will terminate this Agreement in accordance with such order(s). If the FCC designates any renewal application of the Station for a hearing or commences a hearing to consider revocation of any license or permit for the Station as a consequence of this Agreement or for any reason other than the fault of Broker, Licensee shall be responsible for expenses they incur as a consequence of the FCC such proceeding; PROVIDEDprovided, however, that Broker Unica shall at its own expense cooperate and comply with any reasonable request of Licensee Achievement to assemble and provide to the FCC information relating to BrokerUnica's performance under this AgreementAgreement to the appropriate government authority. In the event of termination upon such governmental of this Agreement pursuant to any government order(s), Broker including a revocation or non-renewal of any authorization held by the FCC Licensee, Unica shall pay to Licensee Achievement any fees due but unpaid as of the date of termination unless prohibited as may be permitted by such order(s) and Licensee shall reasonably cooperate with Broker to the extent permitted to enable Broker to fulfill advertising or other programming contracts then outstanding, in which event Licensee shall receive as compensation for such advertising or programming that which otherwise would have been paid to Broker thereunder. Thereafter, neither party shall have any liability to the other under the Agreement except as may be provided pursuant to Paragraph 16 hereof).

Termination Upon Order of Governmental Authority. The parties intend that this Agreement shall comply with all applicable federal, state and local regulations. In the event that a federal, state or local governmental authority designates a hearing with respect to the continuation or renewal of any licenses,, permits or authorizations held by Licensee Licensees for the operation of each of the Station Stations or orders the termination of this Agreement and/or the curtailment in any manner material to the relationship between the parties hereto of the provision of programming by Broker hereunder, Broker, at its option, may seek administrative or judicial appeal of or relief from such order(s) (in which event Licensee Licensees shall cooperate with Broker provided that Broker shall be responsible for legal fees incurred in such proceedings) or Broker shall notify Licensee Licensees that they will terminate this Agreement in accordance with such order(s). If the FCC designates any renewal application of the Station Stations for a hearing or commences a hearing to consider revocation of any license or permit for the Station Stations as a consequence of this Agreement or for any reason other than the fault of Broker, Licensee Licensees shall be responsible for expenses they incur as a consequence of the FCC proceeding; PROVIDEDprovided, however, that Broker shall cooperate and comply with any reasonable request of Licensee Licensees to assemble and provide to the FCC information relating to Broker's performance under this Agreement. In the event of termination upon such governmental order(s), Broker shall pay to Licensee Licensees any fees due but unpaid as of the date of termination unless prohibited by such order(s) and Licensee Licensees shall reasonably cooperate with Broker to the extent permitted to enable Broker to fulfill advertising or other programming contracts then outstanding, in which event Licensee Licensees shall receive as compensation for such advertising or programming that which otherwise would have been paid to Broker thereunder. Thereafter, neither party shall have any liability to the other under the Agreement except as may be provided pursuant to Paragraph 16 hereof.

Termination Upon Order of Governmental Authority. The parties intend that this Agreement shall comply with all applicable federal, state and local regulations. In the event that a A “Governmental Termination Event” will occur if any court or federal, state or local governmental government authority designates a hearing (including the FCC) orders or takes any action which becomes effective and which requires the termination or material curtailment of the Broker’s activities with respect to the continuation Station pursuant to this Agreement; provided that such order or renewal of action will no longer constitute a Governmental Termination Event if such action or order is subsequently stayed or ceases to be effective. If any licenses,permits court or authorizations held by Licensee for federal, state or local government authority announces or takes any other action or proposed action which could result in a Governmental Termination Event, then either the operation of each of Broker or the Station or orders the termination of this Agreement and/or the curtailment in any manner material to the relationship between the parties hereto of the provision of programming by Broker hereunder, Broker, at its option, Owner may seek administrative or judicial appeal of or relief from such order(s) therefrom (in which event Licensee shall the other of them will cooperate with Broker provided such effort in any reasonable manner requested) and consult with such agency and its staff concerning such matters and, in the event that Broker shall be responsible for legal fees incurred in such proceedings) or Broker shall notify Licensee that they will terminate this Agreement is not terminated, use their reasonable best efforts and negotiate in accordance with good faith a modification to this Agreement which would obviate any such order(s). If questions as to validity while preserving, to the FCC designates any renewal application extent possible, the intent of the Station for a hearing or commences a hearing to consider revocation of any license or permit for parties and the Station as a consequence economic and other benefits of this Agreement or for any reason other than and the fault Purchase Agreement and the portions thereof the validity of Broker, Licensee shall be responsible for expenses they incur as a consequence of the FCC proceeding; PROVIDED, however, that which are called into question. The Broker shall will cooperate and comply with any reasonable request of Licensee the Owner to assemble and provide to the FCC information relating to the Broker's ’s performance under this Agreement. In the event of termination upon such governmental order(s), Broker shall pay to Licensee any fees due but unpaid as of the date Broker’s activities with respect to the Station pursuant to this Agreement as a result of termination unless prohibited by such order(s) and Licensee shall any Governmental Termination Event, the Owner will cooperate reasonably cooperate with the Broker to the extent permitted to enable the Broker to fulfill advertising or other programming contracts then outstanding. If a Governmental Termination Event occurs, in then the Term will continue until the date upon which event Licensee shall receive the activities of the Broker and the Owner are required to be ceased, as compensation for mandated by the agency or authority which brought about such advertising or programming that which otherwise would have been paid to Broker thereunder. Thereafter, neither party shall have any liability to the other under the Agreement except as may be provided pursuant to Paragraph 16 hereofGovernmental Termination Event.