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

Termination Upon Order of Governmental Authority. A "Governmental Termination Event" will occur if any court or federal, state or local government authority (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 Station pursuant to this Agreement; provided that such order or action will no longer constitute a Governmental Termination Event if such action or order is subsequently stayed or ceases to be effective. If any court or 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 Broker or the Owner may seek administrative or judicial relief therefrom (in which event the other of them will cooperate with such effort in any reasonable manner requested) and consult with such agency and its staff concerning such matters and, in the event that this Agreement is not terminated, use their reasonable best efforts and negotiate in good faith a modification to this Agreement which would obviate any such 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 the license renewal application of the Station for a hearing as a consequence of this Agreement or for any other reason, or initiates any revocation or other proceeding with respect to the authorizations issued to the Owner for the operation of the Station, 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 incurred as a consequence of such FCC proceeding. The Broker will cooperate and comply with any reasonable request of the Owner to assemble and provide to the FCC information relating to the Broker's performance under this Agreement. In the event of termination of the Broker's activities with respect to the Station pursuant to this Agreement as a result of any Governmental Termination Event, the Owner will cooperate reasonably 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, then the Term will continue until the date upon which the activities of the Broker and the Owner are required to be ceased, as mandated by the agency or authority which brought about such Governmental Termination Event.

Termination Upon Order of Governmental Authority. A "Governmental Termination Event" will occur if any court or 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 government governmental authority (including the FCC) orders or takes any action which becomes effective and which requires the termination or material curtailment of the Broker's activities 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 pursuant or orders the termination of this Agreement and/or the curtailment in any manner material to this Agreement; provided that such order or action will no longer constitute a Governmental Termination Event if such action or order is subsequently stayed or ceases to be effective. If any court or federalthe relationship between the parties hereto of the provision of programming by Broker hereunder, state or local government authority announces or takes any other action or proposed action which could result in a Governmental Termination EventBroker, then either the Broker or the Owner at its option, may seek administrative or judicial appeal of or relief therefrom from such order(s) (in which event the other of them will Licensee shall cooperate with Broker provided that Broker shall be responsible for legal fees incurred in such effort proceedings) or Broker shall notify Licensee that they will terminate this Agreement in any reasonable manner requested) and consult accordance with such agency and its staff concerning such matters and, in the event that this Agreement is not terminated, use their reasonable best efforts and negotiate in good faith a modification to this Agreement which would obviate any such 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 questionorder(s). If the FCC designates the license 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 reasonthan the fault of Broker, or initiates any revocation or other proceeding with respect to the authorizations issued to the Owner for the operation of the Station, then the Owner and the Broker will each use diligent, reasonable efforts to contest such action and will each Licensee shall be responsible for its own expenses incurred they incur as a consequence of such the FCC proceeding. The ; PROVIDED, however, that Broker will shall cooperate and comply with any reasonable request of the Owner Licensee 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 Broker's activities date of termination unless prohibited by such order(s) and Licensee shall reasonably cooperate with respect to the Station pursuant to this Agreement as a result of any Governmental Termination Event, the Owner will cooperate reasonably with the Broker to the extent permitted to enable the 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. If a Governmental Termination Event occursThereafter, then neither party shall have any liability to the Term will continue until other under the date upon which the activities of the Broker and the Owner are required Agreement except as may be provided pursuant to be ceased, as mandated by the agency or authority which brought about such Governmental Termination EventParagraph 16 hereof.

Termination Upon Order of Governmental Authority. A "“Governmental Termination Event" ” will occur if any court or federal, state or local government authority (including the FCC) orders or takes any action which becomes effective and which requires the termination or material curtailment of the Broker's ’s activities with respect to the Station pursuant to this Agreement; provided that such order or action will no longer constitute a Governmental Termination Event if such action or order is subsequently stayed or ceases to be effective. If any court or 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 Broker or the Owner may seek administrative or judicial relief therefrom (in which event the other of them will cooperate with such effort in any reasonable manner requested) and consult with such agency and its staff concerning such matters and, in the event that this Agreement is not terminated, use their reasonable best efforts and negotiate in good faith a modification to this Agreement which would obviate any such 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 the license renewal application of the Station for a hearing as a consequence of this Agreement or for any other reason, or initiates any revocation or other proceeding with respect to the authorizations issued to the Owner for the operation of the Station, 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 incurred as a consequence of such FCC proceeding. The Broker will cooperate and comply with any reasonable request of 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 of the Broker's ’s activities with respect to the Station pursuant to this Agreement as a result of any Governmental Termination Event, the Owner will cooperate reasonably 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, then the Term will continue until the date upon which the activities of the Broker and the Owner are required to be ceased, as mandated by the agency or authority which brought about such Governmental Termination Event.

Termination Upon Order of Governmental Authority. A "Governmental Termination Event" will occur if any court or 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 government governmental authority (including the FCC) orders or takes any action which becomes effective and which requires the termination or material curtailment of the Broker's activities designates a hearing with respect to the Station pursuant to this Agreement; provided that such order continuation or action will no longer constitute a Governmental Termination Event if such action renewal of any licenses, permits or authorizations held by Licensee for the operation of each of the Stations or order is subsequently stayed or ceases the termination of this Agreement and/or the curtailment in any manner material to be effective. If any court or federalthe relationship between the parties hereto of the provision of programming by Broker hereunder, state or local government authority announces or takes any other action or proposed action which could result in a Governmental Termination EventBroker, then either the Broker or the Owner at its option, may seek administrative or judicial appeal of or relief therefrom from such order(s) (in which event the other of them will Licensee shall cooperate with Broker provided that Broker shall be responsible for legal fees incurred in such effort proceedings) or Broker shall notify Licensee that they will terminate this Agreement in any reasonable manner requested) and consult accordance with such agency and its staff concerning such matters and, in the event that this Agreement is not terminated, use their reasonable best efforts and negotiate in good faith a modification to this Agreement which would obviate any such 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 questionorder(s). If the FCC designates the license any renewal application of the Station Stations for a hearing or commences a hearing to consider revocation of any license or permit for the Stations as a consequence of this Agreement or for any reason other reasonthat the fault of Broker, or initiates any revocation or other proceeding with respect to the authorizations issued to the Owner for the operation of the Station, then the Owner and the Broker will each use diligent, reasonable efforts to contest such action and will each Licensee shall be responsible for its own expenses incurred they incur as a consequence of such the FCC proceeding. The ; provided however, that Broker will shall cooperate and comply with any reasonable request of the Owner Licensee to assemble and provide to the FCC information relating to the 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 Broker's activities date of termination unless prohibited by such order(s), and Licensee shall reasonably cooperate with respect to the Station pursuant to this Agreement as a result of any Governmental Termination Event, the Owner will cooperate reasonably with the Broker to the extent permitted to enable the 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. If a Governmental Termination Event occursThereafter, then neither party shall have any liability to the Term will continue until other under the date upon which the activities of the Broker and the Owner are required Agreement except as may be provided pursuant to be ceased, as mandated by the agency or authority which brought about such Governmental Termination EventParagraph 18 hereof.

Termination Upon Order of Governmental Authority. A "Governmental Termination Event" will occur if any court or federal, state or local government authority (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 Station pursuant to this Agreement; provided that such order or action will no longer constitute a Governmental Termination Event if such action or order is subsequently stayed or ceases to be effective. If any court or federal, state or local government authority announces or takes any other action or proposed action which could is reasonably likely to result in a Governmental Termination Event, then either the Broker or the Owner Owners may seek administrative or judicial relief therefrom (in which event the other of them will shall cooperate with such effort in any reasonable manner requested) and consult with such agency and its staff concerning such matters and, in the event that this Agreement is not terminatedterminated as provided herein, use their reasonable best efforts and negotiate in good faith a modification to this Agreement which would obviate any such 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 hereof the validity of which are called into question. If the FCC designates the license renewal application of the Station for a hearing as a consequence of this Agreement or for any other reason, or initiates any revocation or other proceeding with respect to the authorizations issued to the Owner Owners for the operation of the Station, then the Owner Owners and the Broker will shall each use diligent, reasonable efforts to contest such action action, and will shall each be responsible for its own expenses incurred as a consequence of such FCC proceeding. The Broker will shall cooperate and comply with any reasonable request of the Owner Owners to assemble and provide to the FCC information relating to the Broker's performance under this Agreement. In the event of termination of the Broker's activities with respect to the Station pursuant to this Agreement as a result of any Governmental Termination Event, the Owner will Owners shall cooperate reasonably 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, then the Term will continue until the date upon which the activities of the Broker and the Owner Owners are required to be ceased, as mandated by the agency or authority which brought about such Governmental Termination Event.

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

Termination Upon Order of Governmental Authority. A "Governmental Termination Event" will occur if any court or 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 government governmental authority (including the FCC) orders or takes any action which becomes effective and which requires the termination or material curtailment of the Broker's activities designates a hearing with respect to the Station pursuant continuation or renewal of any licenses, permits or authorizations held by Licensee for the operation of each of the Stations or orders the termination of this Agreement and/or the curtailment in any manner material to this Agreement; provided that such order or action will no longer constitute a Governmental Termination Event if such action or order is subsequently stayed or ceases to be effective. If any court or federalthe relationship between the parties hereto of the provision of programming by Broker hereunder, state or local government authority announces or takes any other action or proposed action which could result in a Governmental Termination EventBroker, then either the Broker or the Owner at its option, may seek administrative or judicial appeal of or relief therefrom from such order(s) (in which event the other of them will Licensee shall cooperate with Broker provided that Broker shall be responsible for legal fees incurred in such effort proceedings) or Broker shall notify Licensee that they will terminate this Agreement in any reasonable manner requested) and consult accordance with such agency and its staff concerning such matters and, in the event that this Agreement is not terminated, use their reasonable best efforts and negotiate in good faith a modification to this Agreement which would obviate any such 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 questionorder(s). If the FCC designates the license any renewal application of the Station Stations for a hearing or commences a hearing to consider revocation of any license or permit for the Stations as a consequence of this Agreement or for any reason other reasonthan the fault of Broker, or initiates any revocation or other proceeding with respect to the authorizations issued to the Owner for the operation of the Station, then the Owner and the Broker will each use diligent, reasonable efforts to contest such action and will each Licensee shall be responsible for its own expenses incurred they incur as a consequence of such the FCC proceeding. The ; PROVIDED, however, that Broker will shall cooperate and comply with any reasonable request of the Owner Licensee 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 Broker's activities date of termination unless prohibited by such order(s) and Licensee shall reasonably cooperate with respect to the Station pursuant to this Agreement as a result of any Governmental Termination Event, the Owner will cooperate reasonably with the Broker to the extent permitted to enable the 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. If a Governmental Termination Event occursThereafter, then neither party shall have any liability to the Term will continue until other under the date upon which the activities of the Broker and the Owner are required Agreement except as may be provided pursuant to be ceased, as mandated by the agency or authority which brought about such Governmental Termination EventParagraph 16 hereof.

Termination Upon Order of Governmental Authority. A "“Governmental Termination Event" ” will occur if any court or federal, state or local government authority (including the FCC) orders or takes any action which becomes effective and which requires the termination or material curtailment of the Broker's ’s activities with respect to the Station pursuant to this Agreement; provided that such order or action will no longer constitute a Governmental Termination Event if such action or order is subsequently stayed or ceases to be effective. If any court or 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 Broker or the Owner Atlantic may seek administrative or judicial relief therefrom (in which event the other of them will shall cooperate with such effort in any reasonable manner requested) and consult with such agency and its staff concerning such matters and, in the event that this Agreement is not terminated, use their reasonable best efforts and negotiate in good faith a modification to this Agreement which would obviate any such 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 Option Agreement and the portions thereof the validity of which are called into question. If the FCC designates the license renewal application of the Station for a hearing as a consequence of this Agreement or for any other reason, or initiates any revocation or other proceeding with respect to the authorizations issued to the Owner Atlantic for the operation of the Station, then the Owner and the Broker will each Atlantic shall use diligent, reasonable efforts to contest such action and will each shall be responsible for its own expenses incurred as a consequence of such FCC proceeding. The ; provided, however, that Broker will shall cooperate and comply with any reasonable request of the Owner Atlantic to assemble and provide to the FCC information relating to the Broker's ’s performance under this Agreement. In the event of termination of the Broker's ’s activities with respect to the Station pursuant to this Agreement as a result of any Governmental Termination Event, the Owner will Atlantic shall cooperate reasonably 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, then the Term will continue until the date upon which the activities of the Broker and the Owner are required to be ceased, as mandated by the agency or authority which brought about such Governmental Termination Event.

Termination Upon Order of Governmental Authority. A "Governmental Termination Event" will occur if any court or 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 government governmental authority (including the FCC) orders or takes any action which becomes effective and which requires the termination or material curtailment of the Broker's activities designates a hearing with respect to the Station pursuant continuation or renewal of any licenses, permits or authorizations held by Licensee for the operation of each of the Stations or orders the termination of this Agreement and/or the curtailment in any manner material to this Agreement; provided that such order or action will no longer constitute a Governmental Termination Event if such action or order is subsequently stayed or ceases to be effective. If any court or federalthe relationship between the parties hereto of the provision of programming by Broker hereunder, state or local government authority announces or takes any other action or proposed action which could result in a Governmental Termination EventBroker, then either the Broker or the Owner at its option, may seek administrative or judicial appeal of, or relief therefrom from, such order(s) (in which event the other of them will Licensee shall cooperate with Broker provided that Broker shall be responsible for legal fees incurred in such effort proceedings) or Broker shall notify Licensee that it will terminate this Agreement in any reasonable manner requested) and consult accordance with such agency and its staff concerning such matters and, in the event that this Agreement is not terminated, use their reasonable best efforts and negotiate in good faith a modification to this Agreement which would obviate any such 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 questionorder(s). If the FCC designates the license any renewal application of the Station Stations for a hearing or commences a hearing to consider revocation of any license or permit for the Stations as a consequence of this Agreement or for any reason other reasonthan the fault of Broker, or initiates any revocation or other proceeding with respect to the authorizations issued to the Owner for the operation of the Station, then the Owner and the Broker will each use diligent, reasonable efforts to contest such action and will each Licensee shall be responsible for its own expenses incurred as a consequence of such the FCC proceeding. The ; PROVIDED, HOWEVER, that Broker will shall cooperate and comply with any reasonable request of the Owner Licensee 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 Broker's activities date of termination unless prohibited by such order(s), and Licensee shall reasonably cooperate with respect to the Station pursuant to this Agreement as a result of any Governmental Termination Event, the Owner will cooperate reasonably with the Broker to the extent permitted to enable the 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. If a Governmental Termination Event occursThereafter, then neither party shall have any liability to the Term will continue until other under the date upon which the activities of the Broker and the Owner are required Agreement except as may be provided pursuant to be ceased, as mandated by the agency or authority which brought about such Governmental Termination EventParagraph 16 hereof.

Termination Upon Order of Governmental Authority. A "“Governmental Termination Event" ” will occur if any court or federal, state or local government authority (including the FCC) orders or takes any action which becomes effective and which requires the termination or material curtailment of the Broker's ’s activities with respect to the Station Stations pursuant to this Agreement; provided that such order or action will no longer constitute a Governmental Termination Event if such action or order is subsequently stayed or ceases to be effective. If any court or 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 Broker or the Owner may seek administrative or judicial relief therefrom (in which event the other of them will cooperate with such effort in any reasonable manner requested) and consult with such agency and its staff concerning such matters and, in the event that this Agreement is not terminated, use their reasonable best efforts and negotiate in good faith a modification to this Agreement which would obviate any such 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 the license renewal application of the Station Stations for a hearing as a consequence of this Agreement or for any other reason, or initiates any revocation or other proceeding with respect to the authorizations issued to the Owner for the operation of the StationStations, 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 incurred as a consequence of such FCC proceeding. The Broker will cooperate and comply with any reasonable request of 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 of the Broker's ’s activities with respect to the Station Stations pursuant to this Agreement as a result of any Governmental Termination Event, the Owner will cooperate reasonably 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, then the Term will continue until the date upon which the activities of the Broker and the Owner are required to be ceased, as mandated by the agency or authority which brought about such Governmental Termination Event.