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EXHIBIT 10.05
OPTION AGREEMENT
THIS OPTION AGREEMENT is entered into as of October 31, 1995, by and
among XXXXXX COMMUNICATIONS OF RALEIGH- DURHAM-47, INC.,a Florida corporation
(the "Purchaser"), XXXXXXX BROADCASTING COMPANY OF RALEIGH-DURHAM, LTD., a
Delaware limited partnership (the "Company"), and XXXXXXX BROADCASTING COMPANY
OF NORTH CAROLINA, a Delaware corporation (the "Limited Partner").
WHEREAS, Xxxxxx Communications Corporation ("PCC"), the parent of the
Purchaser and the Company have entered into a Loan Agreement dated as of
October 31, 1995 (the "Loan Agreement"), pursuant to which PCC has agreed to
loan the Company up to $4,000,000 (the "Loan") for the purpose of purchasing
television station WRMY(TV), Rocky Mount, North Carolina (the "Station") and
constructing new facilities for the Station; and
WHEREAS, pursuant to the terms of the Loan Agreement, the Company has
delivered to PCC its Promissory Note in the principal amount of $4,000,000, PCC
and the Company have entered into a Security Agreement dated as of October 31,
1995, and PCC and the Limited Partner have entered into a Pledge Agreement
dated as of October 31, 1995 (the Loan Agreement and such Promissory Note,
Security Agreement and Pledge Agreement are collectively, the "Loan
Documents"); and
WHEREAS, the Loan Agreement provides that the Purchaser, the Limited
Partner and the Company shall enter into this Agreement; and
WHEREAS, the Limited Partner owns all of the limited partner interests
of the Company, and the Company and the Limited Partner desire to grant the
Purchaser an exclusive option to purchase the Limited Partner's entire interest
in the Company at the price and upon the terms and conditions hereinafter set
forth;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants, agreements and conditions hereinafter set forth, the parties,
intending to be legally bound, agree as follows:
ARTICLE 1. DEFINITIONS
As used herein, the following terms shall have the meanings set forth
below, unless the context otherwise requires:
"Agreement" means this Option Agreement, as amended, supplemented, or
modified from time to time.
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"Assets" means collectively all the tangible and intangible assets,
real, personal or mixed, owned or held by the Company and used or useful in the
business or operations of the Station, including personal property, real
property, contracts, intangibles, and all other information relating to the
Station.
"Closing" has the meaning set forth in Section 3.1.
"Closing Date" has the meaning set forth in Section 2.3.
"Option Period" has the meaning set forth in Section 2.2.
"Partnership Interest" means the limited partnership interest in the
Company held by Xxxxxxx Broadcasting Company of North Carolina.
"Purchase Price" has the meaning set forth in Section 2.4.
All other capitalized terms shall have the meanings set forth in the
Loan Documents unless otherwise defined in this Agreement.
ARTICLE 2. OPTION
2.1 Option. In consideration of the payment by Purchaser
to Limited Partner of One Million Five Hundred Thousand Dollars ($1,500,000)
which payment shall be made simultaneously with the Company's closing on the
acquisition of the Station, the receipt and sufficiency of which are hereby
acknowledged, the Limited Partner hereby grants the Purchaser an irrevocable
and exclusive option (the "Option") to purchase, at the Purchaser's sole
discretion, all of the Limited Partner's interest in the Company as set forth
in the Limited Partnership Agreement of Xxxxxxx Broadcasting Company of
Raleigh-Durham, Ltd. attached hereto as Exhibit 1 free and clear of all debts,
liens, encumbrances or other liabilities, subject to the terms and conditions
set forth herein.
2.2 Option Period. The Option shall run for a period
(the "Option Period") commencing on the date of execution of this Agreement and
ending on the seventh anniversary of the Company's acquisition of the Station.
The Purchaser in its sole discretion may exercise the Option at any time during
this period.
2.3 Option Exercise. The Purchaser, in its sole
discretion, may exercise the Option by delivering a written notice of its
election to exercise the Option to the Company and the Limited Partner,
specifying the date of purchase and agreeing to accept and assume all the terms
and
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provisions of the Company's Limited Partnership Agreement. In the event that
the acquisition of the Limited Partner's interest pursuant to the Option
requires the prior consent of the FCC, then the Closing Date for such
acquisition shall be the fifth day following the date of such FCC consent or,
at the option of Purchaser in its sole discretion, the fifth day following the
date on which such FCC consent shall have become a final order no longer
subject to administrative or judicial review, reconsideration or appeal ("Final
Order").
2.4 Purchase Price. The purchase price for the Limited
Partnership's interest shall be: One Thousand Dollars ($1,000).
ARTICLE 3. CLOSING
3.1 Closing. Except as otherwise mutually agreed upon by
the Purchaser and the Limited Partner, the closing of this transaction (the
"Closing") shall take place at 10:00 a.m. on the Closing Date, in the offices
of Dow, Xxxxxx & Xxxxxxxxx, 0000 Xxxxxx-Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, D.C.,
or at such other place as the parties hereto may agree.
3.2 Delivery of Certificate and Payment of Purchase
Price. At the Closing, the Limited Partner shall deliver to the Purchaser a
certificate representing the Limited Partner's interests and the Purchaser
shall pay the Purchase Price by wire transfer of immediately available federal
funds to a bank or other financial institution designated by the Limited
Partner.
ARTICLE 4. COVENANTS
4.1 Authorization of Partnership Interests. The Company
and the Limited Partner hereby represent that prior to the date of execution of
this Agreement, they have taken all actions necessary to authorize the
interests currently held by the Limited Partner. The Company and the Limited
Partner further covenant that they shall not amend the Limited Partnership
Agreement of the Company without the prior written consent of the Purchaser,
except as required by this Agreement.
4.2 Limited Partner Transfer Restrictions. From the date
hereof until the earlier of the Closing Date or the end of the Option Period,
the Limited Partner shall not voluntarily transfer (as such term is defined
herein) any of its interests in the Company without the prior written consent
of the Purchaser. For purposes of this Section 4.2, the term "transfer" shall
include any sale, pledge, gift, assignment or other disposition, including a
disposition under judicial order, legal process, execution, attachment or
enforcement of a pledge, trust or other encumbrance.
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4.3 Governmental Licenses and Franchises. The Company
shall not, and the Limited Partner shall not permit the Company to cause or
permit, by any act or failure to act, any of the licenses, permits, or other
authorizations issued to the Company by the FCC or any other governmental
authority (the "Governmental Licenses") to expire or to be surrendered or
modified, or take any action that would cause any governmental authority to
institute proceedings for the suspension, revocation, or adverse modification
of any of the Governmental Licenses, or fail to prosecute with due diligence
any pending applications to any governmental authority in connection with the
construction and operation of the Station, or take any other action within
their control that would result in the Station being in noncompliance with the
requirements of any law, the rules and regulations of any governmental
authority, or the terms of any Governmental License.
4.4 Access to Information. The Limited Partner and the
Company shall give to Purchaser and its counsel, accountants, engineers, and
other authorized representatives access to the Assets, to the officers,
employees, and agents of the Company, and to all books and records relating
thereto, and will furnish or cause to be furnished to Purchaser and its
authorized representatives all information relating to the Assets, the Company
and the Station that they reasonably request at any time during the Option
Period (including any FCC or Copyright Office filings, financial reports and
operations reports produced with respect to the Station).
4.5 Notification. The Limited Partner and the Company
shall give Purchaser prompt written notice of any material change in any of the
information contained in their representations and warranties in this
Agreement.
4.6 Preservation of Business. The Limited Partner shall
use its best efforts to cause the Company to preserve the business and
organization of the Company intact and use their best efforts to keep available
to the Company its employees and to preserve its relationships with suppliers
and advertisers and others having business relations with it, to the end that
the business, operations, and prospects of the Company shall be unimpaired at
the Closing Date. The ordinary and customary operating, marketing,
promotional, sales, and advertising practices of the Company shall be
maintained.
4.7 Confidentiality. Each party hereto shall keep
confidential any information obtained from the other party in connection with
the transactions contemplated by this Agreement, except as and to the extent
required by applicable law and, in the case of Purchaser, as disclosure may be
required in connection with Purchaser's review and financing of this
transaction.
4.8 Cooperation. Purchaser, the Limited Partner, and the
Company shall cooperate fully with each other and their respective counsel and
accountants in connection with any actions required to be taken as part of
their obligations under this Agreement, and the parties will
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use their best efforts to consummate the transactions contemplated hereby and
to fulfill their obligations hereunder. No party shall take any action that is
inconsistent with its obligations under this Agreement, that would render any
of its representations or warranties herein untrue or incomplete or that could
hinder or delay the consummation of the transactions contemplated by this
Agreement.
4.9 Representations and Warranties True at Closing. Each
party hereto shall take all actions necessary to make its respective
representations and warranties hereunder true and correct as of the Closing.
ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF THE LIMITED PARTNER
The Limited Partner hereby represents and warrants to the Purchaser
that:
5.1 Authority; Binding Obligation. The Limited Partner
has all requisite capacity, power and authority to enter into this Agreement
and to carry out the transactions contemplated hereby. This Agreement
constitutes a legal, valid and binding obligation of the Limited Partner,
enforceable in accordance with its terms.
5.2 Title. The Limited Partner is the sole direct owner,
beneficially and of record, of all of the Limited Partner's interests in the
Company, and has good, valid and marketable title to such interests, free and
clear of all liens and other encumbrances other than encumbrances created by
the Loan Documents. There are no outstanding agreements, arrangements,
commitments or understandings of any kind affecting or relating to the Limited
Partner interests of the Company other than as set forth herein and in the Loan
Documents.
ARTICLE 6. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
6.1 Authority; Binding Obligation. The execution,
delivery and performance of this Agreement and all transactions contemplated
hereby have been and shall be duly and validly authorized by all necessary
action on the part of the Company (none of which actions have been modified or
rescinded and all of which actions are in full force and effect). This
Agreement constitutes a legal, valid and binding obligation of the Company,
enforceable in accordance with its terms.
6.2 Business of the Company. The sole business of the
Company is the acquisition and the operation of the Station, and the Company
has taken, and at Closing will have taken, no actions that are not in
furtherance of the operation of the Station.
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6.3 Organization, Standing, and Authority. The Company
(a) is a limited partnership duly organized, validly existing, and in good
standing under the laws of the State of Delaware and has the requisite power
and authority to (i) own, lease, and use the Company's assets as now and
hereafter owned, leased and used by it, and (ii) conduct its business as now
and hereafter conducted. The Company has delivered to Purchaser true and
complete copies of its Limited Partnership Agreement..
6.4 Absence of Conflicting Agreements. The execution,
delivery, and performance of this Agreement and the documents contemplated
hereby (with or without the giving of notice, the lapse of time, or both): (a)
do not require the consent of any third party; (b) will not conflict with any
provision of the Company's Limited Partnership Agreement; (c) will not conflict
with, result in a breach of, or constitute a default under any applicable law,
judgment, order, ordinance, injunction, decree, rule, regulation, or ruling of
any court or governmental instrumentality; (d) will not conflict with,
constitute grounds for termination of, result in a breach of, constitute a
default under, or accelerate or permit the acceleration of any performance
required by the terms of any agreement, franchise, instrument, license, or
permit to which the Company is a party or by which the Company is bound; and
which (e) will not create any claim, lien, charge, or encumbrance upon any of
the Partnership Interest or Assets.
6.5 Consents. No consent, approval, permit, or
authorization of or declaration to or filing with any governmental or
regulatory authority or any other public or private third party is required (a)
to render this Agreement and the transactions contemplated hereby valid and
effective or (b) to permit this Agreement and the transactions contemplated
hereby to be consummated.
6.6 Claims and Legal Actions. There is no claim, legal
action, counterclaim, suit, arbitration, governmental investigation, or other
legal, administrative, or tax proceeding, nor any order, decree, or judgment,
in progress or pending, or, to the best knowledge of the Company, threatened,
against or relating to the Company, the Limited Partner's interests, the
Assets, or the business of the Company, nor does the Company know or have
reason to be aware of any basis for the same.
6.7 Compliance with Laws. In its operation of the
Station and its ownership and maintenance of the Assets, the Company has
complied and is complying fully with the terms of all Governmental Licenses and
with all laws, rules, regulations, and ordinances, including all trademark,
service xxxx, trade name, or copyright rules and regulations, all building and
zoning laws, codes, and regulations, all rules and regulations of the Federal
Aviation Administration relating to tower heights, lighting and marking, all
environmental and other land use laws and all laws relating to the
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employment of labor. Neither the ownership nor use of any properties nor the
conduct of its business conflicts with the rights of any other person or
entity.
6.8 Full Disclosure. No representation or warranty made
by the Company in this Agreement or in any certificate, document, or other
instrument furnished or to be furnished by the Company pursuant hereto contains
or shall contain any untrue statement of a material fact, or omits or shall
omit to state any material fact required to make any statement contained herein
or therein not misleading. The Company is not aware of any impending or
contemplated event or occurrence that would cause any of the foregoing
representations not to be true and complete on the date of such event or
occurrence as if made on that date.
ARTICLE 7. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
7.1 Authority; Binding Obligation. The Purchaser is a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Florida. On the Closing Date, the Purchaser shall be duly
qualified to conduct its business in the State of North Carolina. The Purchaser
has all requisite corporate power and authority to enter into this Agreement
and to carry out the transactions contemplated hereby. This Agreement
constitutes a legal, valid and binding obligation of the Purchaser, enforceable
in accordance with its terms.
7.2 Financial and Character Qualifications. The
Purchaser has the financial qualifications to make the payments to the Limited
Partner called for in this Agreement.
7.3 Absence of Conflicting Agreements and Required
Consents. The execution, deliver, and performance by Purchaser of this
Agreement and the documents contemplated hereby (with or without the giving of
notice, the lapse of time, or both): (a) do not require the consent of any
third party, (b) will not conflict with the Bylaws or Certificate of
Incorporation of Purchaser, (c) will not conflict with, result in a breach of,
or constitute a default under, any applicable law, judgment, order, ordinance,
injunction, decree, rule, regulation, or ruling of any court or governmental
instrumentality; and (d) will not conflict with, constitute grounds for
termination of, result in a breach of, constitute a default under, or
accelerate or permit the acceleration of any performance required by the terms
of, any agreement, instrument, license or permit to which Purchaser is a party
or by which Purchaser may be bound, such that Purchaser could not acquire the
Partnership Interest.
ARTICLE 8. CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATION TO CLOSE
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The obligations of the Purchaser to purchase the Limited Partner's
interests and pay the Purchase Price to the Limited Partner are subject to the
satisfaction at or prior to Closing of each of the following conditions:
8.1 Representations, Warranties and Covenants. The
representations and warranties of the Company and the Limited Partner made
herein and in the Loan Documents shall have been true and correct when made and
shall be true and correct on the date of Closing as though such representations
and warranties were made on and as of such date, except for changes in the
ordinary course of business or of which Purchaser has received notice; and the
Company and the Limited Partner shall have performed and complied with all
covenants and agreements required to be performed or complied with by the
Company and the Limited Partner prior to Closing.
8.2 No Breach or Default. There shall be no existing
default under, or breach by the Company or the Limited Partner of, this
Agreement or the Loan Documents.
8.3 Governmental Licenses. The Company shall be the
holder of all Governmental Licenses, and there shall not have been any
modification of any of the Governmental Licenses that could have an adverse
effect on the conduct of the business and operations of the Station. No
proceeding shall be pending the effect of which would be revoke, cancel, fail
to renew, suspend or modify adversely any of the Governmental Licenses.
8.4 FCC Consent. If required, the FCC shall have
consented to the Purchaser's acquisition of the Limited Partner's interests
and, at the option of the Purchaser, such consent shall have become a Final
Order.
ARTICLE 9. CONDITIONS PRECEDENT TO THE LIMITED PARTNER'S OBLIGATION TO CLOSE
The obligation of the Limited Partner to sell its partnership interest
in the Company to the Purchaser is subject to the satisfaction at or prior to
Closing of each of the following conditions:
9.1 Representations and Warranties. The representations
and warranties of the Purchaser made herein and in the Loan Documents shall be
true and correct on the date of Closing as though such representations and
warranties were made as of such date; and the Purchaser shall have performed
and complied with all covenants and agreements required to be performed or
complied with by the Purchaser prior to Closing.
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9.2 Payment of Purchase Price. The Purchaser shall be
ready, willing and able to deliver the Purchase Price pursuant to Section 3.3.
9.3 FCC Consent. If required, the FCC shall have
consented to the Purchaser's acquisition of the Limited Partner's interests.
ARTICLE 10. TERMINATION
This Agreement may be terminated by the Purchaser without liability,
if the Purchaser is not then in material
default, upon written notice to the other parties, upon the occurrence of any
of the following:
(a) Conditions. If on the Closing Date any of
the conditions precedent to the obligations of the Purchaser set forth in this
Agreement have not been satisfied or waived in writing by the terminating
party;
(b) Judgments. If there shall be in effect on
the Closing Date any judgment, decree, or order that would prevent or make
unlawful the Closing of this Agreement; or
(c) Expiration of Option. The Option has not
been exercised before the end of the Option Period.
ARTICLE 11. INDEMNIFICATION
11.1 Indemnification By the Limited Partner and the
Company. The Limited Partner and the Company shall, jointly and severally,
indemnify, defend and hold harmless the Purchaser and its officers, directors,
agents, employees and shareholders from and against any and all demands,
claims, complaints, actions or causes of action, suits, proceedings,
investigations, arbitrations, assessments, losses, damages, liabilities, costs
and expenses, including, but not limited to, interest, penalties and attorneys'
fees and disbursements (collectively, "Damages"), asserted against, imposed
upon or incurred by the Purchaser, or its officers, directors, agents,
employees or shareholders, directly or indirectly, by reason of or resulting
from (a) any breach of the representations and warranties of the Limited
Partner or the Company contained in or made in connection with this Agreement;
or (b) any noncompliance by the Limited Partner or the Company with any
covenants, agreements or undertakings of the Limited Partner or the Company
contained in or made in connection with this Agreement. In the event of any
indemnification of the Purchaser pursuant to this Section 11.1, the Purchaser
shall be entitled, in addition to its rights and remedies pursuant to this
Agreement, or otherwise at law or in equity, to deduct the amount of such
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indemnification from any payment otherwise due to the Limited Partner in
connection with the transactions contemplated hereunder or hereby.
11.2 Indemnification By the Purchaser. The Purchaser
shall indemnify, defend and hold harmless the Limited Partner and the Company
and its partners, agents and employees from and against any Damages asserted
against, imposed upon or incurred by the Limited Partner or the Company,
directly or indirectly, by reason of or resulting from (a) any breach of the
representations and warranties of the Purchaser contained in or made in
connection with this Agreement; or (b) any noncompliance by the Purchaser with
any covenants, agreements or undertakings of the Purchaser contained in or made
in connection with this Agreement.
11.3 Conditions of Indemnification. The obligations and
liabilities of the parties hereunder with respect to their indemnities pursuant
to this Article 11, resulting from any claim or other assertion of liability by
third parties (collectively, "Claims"), shall be subject to the following terms
and conditions:
(a) The party seeking indemnification (the
"Indemnified Party") must give the other party or parties, as the case may be
(the "Indemnifying Party"), notice of any such Claim promptly after the
Indemnified Party receives notice thereof.
(b) The Indemnifying Party shall have the right
to undertake, by counsel or other representatives of its own choosing, the
defense of such claim.
(c) In the event that the Indemnifying Party
shall elect not to undertake such defense, or within a reasonable time after
notice of any such Claim from the Indemnified Party shall fail to defend, the
Indemnified Party (upon further written notice to the Indemnifying Party) shall
have the right to undertake the defense, compromise or settlement of such
Claim, by counsel or other representatives of its own choosing, on behalf of
and for the account and risk of the Indemnifying Party (subject to the right of
the Indemnifying Party to assume defense of such Claim at any time prior to
settlement, compromise or final determination thereof).
(d) Anything in this Article 11 to the contrary
notwithstanding, (i) if there is a reasonable probability that a Claim may
materially and adversely affect the Indemnified Party other than as a result of
money damages or other money payments, the Indemnified Party shall have the
right, at its own cost and expense, to participate in the defense, compromise
or settlement of the Claim, (ii) the Indemnifying Party shall not, without the
Indemnified Party's written consent, settle or compromise any Claim or consent
to entry of any judgment which does not include as an unconditional term
thereof the giving by the claimant or the plaintiff to the Indemnified Party of
a release from all liability in respect of such Claim, and (iii) in the event
that the Indemnifying Party
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undertakes defense of any Claim, the Indemnified Party, by counsel or other
representative of its own choosing and at its sole cost and expense, shall have
the right to consult with the Indemnifying Party and its counsel or other
representatives concerning such Claim and the Indemnifying Party and the
Indemnified Party and their respective counsel or other representatives shall
cooperate with respect to such claim.
ARTICLE 12. CERTAIN REMEDIES
12.1 Specific Performance. The Limited Partner and the
Company recognize that if either of them refuses to perform under the
provisions of this Agreement, monetary damages alone would not be adequate to
compensate Purchaser. Purchaser shall therefore be entitled, in addition to
any other remedies that may be available, including money damages, to obtain
specific performance of the terms of this Agreement. If any action is brought
to enforce this Agreement, the Limited Partner and the Company agree to waive
the defense that there is an adequate remedy at law.
12.2 Attorney's Fees. In the event of an alleged default
by any party which results in the filing of a lawsuit for damages, specific
performance, or other remedy, the prevailing party shall be entitled to
reimbursement by the other party of reasonable legal fees and expenses incurred
by the prevailing party.
ARTICLE 13. MISCELLANEOUS
13.1 Additional Actions and Documents. Each of the
parties hereto hereby agrees to take or cause to be taken such further actions,
to execute, deliver and file or cause to be executed, delivered and filed such
further documents and instruments, and to obtain such consents, as may be
necessary or as may be reasonably requested in order to fully effectuate the
purposes, terms and conditions of this Agreement.
13.2 Expenses. Each party shall pay such party's expenses
incident to this Agreement and the transactions contemplated hereunder,
including all legal and accounting fees and disbursements.
13.3 Notices. All notices, requests, demands or other
communications which may be or are required to be given, served or sent by any
party to any other party pursuant to this Agreement shall be in writing and
shall be (a) hand delivered, (b) mailed by first class, registered or certified
mail, return receipt requested, postage prepaid, or (c) delivered by an
overnight commercial courier service such as Federal Express, in each case
addressed as follows:
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(i) If to the Company or the Limited Partner:
Xxxxxxx Broadcasting Company of
Raleigh-Durham, Ltd.
0000 X. Xxxxx Xxxxxxx
Xxxxx 000
Xx. Xxxxx, Xxxxxxxx 00000
(ii) If to the Purchaser:
Xxxxxx Communications of
Raleigh-Durham-47, Inc.
000 Xxxxxxxxxx Xxxx Xxxx
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
13.4 Each party may designate by notice in writing a new
address to which any notice, demand, request or communication may thereafter be
so given, served or sent. Each notice, demand, request or communication which
shall be mailed or delivered in the manner described above shall be deemed
sufficiently given, served, sent and received for all purposes at such time as
it is delivered to the addressee (with the return receipt, the delivery receipt
or the affidavit of messenger being deemed conclusive evidence of such
delivery) or at such time as delivery is refused by the addressee upon
presentation.
13.5 Assignment. This Agreement shall not be assignable
by the Limited Partner or the Company without prior written consent of the
Purchaser. This Agreement shall be assignable by the Purchaser to a
wholly-owned subsidiary of the Purchaser or to any other person who is able to
demonstrate its financial and other qualifications to perform the Purchaser's
obligations hereunder.
13.6 Amendment. No amendment, modification or discharge
of this Agreement, and no waiver hereunder, shall be valid or binding unless
set forth in writing and duly executed by the party against whom enforcement of
the amendment, modification, discharge or waiver is sought.
13.7 Headings. Article and section headings contained in
this Agreement are inserted for convenience of reference only, shall not be
deemed to be a part of this Agreement for any purpose, and shall not in any way
define or affect the meaning, construction or scope of any of the provisions
hereof.
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13.8 Binding Effect. Subject to any provision hereof
restricting assignment, this Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and permitted
assigns.
13.9 Governing Law. This Agreement, the rights and
obligations of the parties hereto, and any claims or disputes relating
thereto, shall be governed by and construed in accordance with the laws of the
State of Florida (excluding the choice-of-law rules thereof), and exclusive
venue and jurisdiction shall be in the state or federal district court for the
district including Palm Beach, Florida.
13.10 Execution in Counterparts. This Agreement may be
executed in two or more counterparts, none of which need contain the signatures
of all parties hereto and each of which shall be deemed an original.
13.11 Survival of Representations. The representations,
warranties, covenants and agreements made by the parties in this Agreement and
in any document or instrument delivered in connection herewith or the
transaction contemplated hereby, shall survive without limitation except as
imposed by law.
13.12 Attorneys' Fees. If any litigation should arise
among the parties in connection with the transactions contemplated by this
Agreement, the prevailing party shall be entitled to recover reasonable
attorneys' fees in addition to all other damages and remedies.
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IN WITNESS WHEREOF, each of the undersigned has duly executed this
Agreement, or has caused this Agreement to be duly executed on its behalf, on
the day and year first hereinabove set forth.
COMPANY:
WITNESS: XXXXXXX BROADCASTING COMPANY OF
RALEIGH-DURHAM, LTD.
By: Xxxxxxx Broadcasting, L.L.C., as
general partner .
By:
--------------------------- ---------------------------------------
Name:
Title:
LIMITED PARTNER:
WITNESS: XXXXXXX BROADCASTING COMPANY
OF NORTH CAROLINA
By:
--------------------------- ---------------------------------------
Name:
Title:
PURCHASER:
WITNESS: XXXXXX COMMUNICATIONS OF
RALEIGH-DURHAM-47, INC.
By:
--------------------------- ---------------------------------------
Name:
Title
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Xxxxxxx Broadcasting, LLC hereby GENERAL PARTNER:
consents to the transfer of the
Limited Partnership interests of XXXXXXX BROADCASTING, LLC
Xxxxxxx Broadcasting Company of
North Carolina, to Xxxxxx
Communications of Raleigh-Durham-47,
Inc. pursuant to this Agreement. By:
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EXHIBIT 1
