Common use of Trust Channels and Related DEMS Systems Clause in Contracts

Trust Channels and Related DEMS Systems. (i) If at the Closing control of any DEMS License or channels covered thereby is not permitted by the FCC to be transferred as contemplated by this Agreement, the cash consideration for the Contribution provided for in Section 3(c) above shall be reduced by $618,750 for each channel control of which is not permitted to be transferred to Associated and the Membership Percentage represented by the Interest in Associated to be issued to Contributor at the Closing shall be reduced by an amount equal to the product of (a) 0.6250% and (b) the number of channels control of which is not permitted to be transferred. (ii) Any channels control of which is not permitted to be transferred at the Closing (each, a "Trust Channel" and collectively, the "Trust Channels") and the related DEMS Systems (each, a "Related DEMS System" and collectively, the Related DEMS Systems"), shall be conveyed by FirstMark prior to the Closing to a trust (the "Trust") established by FirstMark pursuant to a trust agreement (the "Trust Agreement") containing terms reasonably acceptable to FirstMark, Contributor and Associated. The operations of the Trust Channels shall be conducted by the trustee of the Trust in accordance with the directions of Contributor, and neither Associated nor FirstMark shall directly or indirectly control, supervise or direct, or attempt to control, supervise or direct, such operations. After the Closing, Associated, Contributor and FirstMark shall cooperate and use their reasonable best efforts, at Associated's expense, to obtain all Requisite Approvals for the transfer of control of each Trust Channel, in which event, subject to Section 4(d) hereof, such Trust Channel and Related DEMS System shall be released from the Trust to FirstMark. Notwithstanding the foregoing, if less than all of the channels for which FirstMark holds a DEMS License are Trust Channels, no portion of the Related DEMS System shall be conveyed by FirstMark to the Trust, but FirstMark shall enter into arrangements reasonably acceptable to Contributor and Associated and consistent with the FCC's rules giving the Trust rights to use such DEMS System in connection with the operations of the Trust Channels. (iii) Concurrently with the release of any Trust Channel and Related DEMS System (if any) from the Trust to FirstMark, Associated shall deliver to Contributor the following consideration: (A) $618,750 in cash with respect to each Trust Channel and Related DEMS System (if any) so released, which amount shall be paid to Contributor by wire transfer of immediately available funds to an account designated by Contributor to Associated not less than two (2) Business Days prior to the release of the applicable Trust Channel and Related DEMS System (if any) from the Trust (provided that the aggregate cash consideration to be paid by Associated pursuant to this Section 3 if control of all channels for which FirstMark holds a DEMS License to construct DEMS Facilities or provide DEMS in the Los Angeles SMSA and San Francisco SMSA is transferred by Contributor shall not exceed $4,950,000; and (B) with respect to each Trust Channel and Related DEMS System (if any) so released from the Trust to FirstMark, an Interest in Associated representing a 0.6250% Membership Percentage (provided that the aggregate Interest in Associated to be issued to Contributor if control of all channels for which FirstMark holds a DEMS License to construct DEMS Facilities or provide DEMS in the Los Angeles SMSA and San Francisco SMSA is transferred by Contributor shall not exceed a 5.00 % Membership Percentage).

Trust Channels and Related DEMS Systems. (i) If at the Closing control of any DEMS License or channels covered thereby is not permitted by the FCC to be transferred as contemplated by this Agreement, the cash consideration for the Contribution provided for in Section 3(c) above shall be reduced by $618,750 for each channel control of which is not permitted to be transferred to Associated and the Membership Percentage represented by the Interest in Associated to be issued to Contributor at the Closing shall be reduced by an amount equal to the product of (a) 0.6250% and (b) the number of channels control of which is not permitted to be transferred. (ii) Any channels control of which is not permitted to be transferred at the Closing (each, a "Trust Channel" and collectively, the "Trust Channels") and the related DEMS Systems (each, a "Related DEMS System" and collectively, the Related DEMS Systems"), shall be conveyed by FirstMark prior to the Closing to a trust (the "Trust") established by FirstMark pursuant to a trust agreement (the "Trust Agreement") containing terms reasonably acceptable to FirstMark, Contributor and Associated. The operations of the Trust Channels shall be conducted by the trustee of the Trust in accordance with the directions of Contributor, and neither Associated nor FirstMark shall directly or indirectly control, supervise or direct, or attempt to control, supervise or direct, such operations. After the Closing, Associated, Contributor and FirstMark shall cooperate and use their reasonable best efforts, at Associated's expense, to obtain all Requisite Approvals for the transfer of control of each Trust Channel, in which event, subject to Section 4(d) hereof, such Trust Channel and Related DEMS System shall be released from the Trust to FirstMark. Notwithstanding the foregoing, if less than all of the channels for which FirstMark holds a DEMS License are Trust Channels, no portion of the Related DEMS System shall be conveyed by FirstMark to the Trust, but FirstMark shall enter into arrangements reasonably acceptable to Contributor and Associated and consistent with the FCC's rules giving the Trust rights to use such DEMS System in connection with the operations of the Trust Channels. (iii) Concurrently with the release of any Trust Channel and Related DEMS System (if any) from the Trust to FirstMark, Associated shall deliver to Contributor the following 14 consideration: (A) $618,750 in cash with respect to each Trust Channel and Related DEMS System (if any) so released, which amount shall be paid to Contributor by wire transfer of immediately available funds to an account designated by Contributor to Associated not less than two (2) Business Days prior to the release of the applicable Trust Channel and Related DEMS System (if any) from the Trust (provided that the aggregate cash consideration to be paid by Associated pursuant to this Section 3 if control of all channels for which FirstMark holds a DEMS License to construct DEMS Facilities or provide DEMS in the Los Angeles SMSA and San Francisco SMSA is transferred by Contributor shall not exceed $4,950,000; and (B) with respect to each Trust Channel and Related DEMS System (if any) so released from the Trust to FirstMark, an Interest in Associated representing a 0.6250% Membership Percentage (provided that the aggregate Interest in Associated to be issued to Contributor if control of all channels for which FirstMark holds a DEMS License to construct DEMS Facilities or provide DEMS in the Los Angeles SMSA and San Francisco SMSA is transferred by Contributor shall not exceed a 5.00 5.00% Membership Percentage).