Back to top

JOINT SALES AGREEMENT

Sales Agreement

JOINT SALES AGREEMENT | Document Parties: BARRINGTON BROADCASTING GROUP LLC | Barrington Traverse City LLC | Max Media LLC | MTC License LLC | Traverse City, Inc You are currently viewing:
This Sales Agreement involves

BARRINGTON BROADCASTING GROUP LLC | Barrington Traverse City LLC | Max Media LLC | MTC License LLC | Traverse City, Inc

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: JOINT SALES AGREEMENT
Date: 11/13/2007
Law Firm: Covington Burling;Pillsbury Winthrop    

JOINT SALES AGREEMENT, Parties: barrington broadcasting group llc , barrington traverse city llc , max media llc , mtc license llc , traverse city  inc
50 of the Top 250 law firms use our Products every day

Exhibit 10.15

 

JOINT SALES AGREEMENT

 

THIS JOINT SALES AGREEMENT  (this “ Agreement ”) is made as of this 31st day of August 2007, (the “ Effective Date ”), by and among Barrington Traverse City LLC , a Delaware limited liability company (“ Sales Agent ”) and Tucker Broadcasting of Traverse City, Inc. ( Station Licensee ”), a Delaware corporation.

 

W I T N E S S E T H:

 

WHEREAS, Sales Agent is a party to that certain Asset Purchase Agreement, by and among Max Media LLC and MTC License LLC (collectively, “ Sellers ”) and Sales Agent, dated as of the date hereof (the “ Station Purchase Agreement ”) pursuant to which Sales Agent has agreed to purchase certain assets of the Sellers related to the television broadcast stations WGTU, channel 29, Traverse City, Michigan (“ WGTU ”) and WGTQ, channel 8, Sault Ste. Marie, Michigan (“ WGTQ ” and together with WGTU, the “ Stations ”) each serving the Traverse City/Cadillac, Michigan market;

 

WHEREAS , Sales Agent and Station Licensee are parties to that certain Assignment and Assumption Agreement, dated as of the date hereof (the “ Assignment and Assumption Agreement ”), pursuant to which Sales Agent has assigned certain of its rights under the Station Purchase Agreement to Station Licensee, including the right to purchase the FCC licenses (the “ FCC Licenses ”) for, and the assets of, the Stations;

 

WHEREAS, in order to better and more efficiently promote the economic and business development of the Stations following the closing of the transactions contemplated by the Station Purchase Agreement, the parties desire to enter into this Agreement as of and with respect to the period following the Base Date (as defined below); and

 

WHEREAS , simultaneously with the execution and delivery of this Agreement, the parties hereto are entering into that certain Shared Services Agreement, with respect to which Sales Agent shall provide certain services and make available to the Station Licensee certain technical and other facilities (the “ Shared Services Agreement ”).

 

NOW, THEREFORE , in consideration of the foregoing premises and the mutual promises, undertakings, covenants and agreements of the parties contained in this Agreement, the parties hereto, intending to be legally bound, hereby agree as follows:

 

ARTICLE I

 

DEFINITIONS

 

Section 1.1        Terms Defined in this Section .  The following terms, as used in this Agreement, shall have the meanings set forth in this Section:

 



 

Affiliate ” means, with respect to any Person, (a) any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such Person, or (b) an officer or director of such Person or of an Affiliate of such Person within the meaning of clause (a) of this definition.  For purposes of clause (a) of this definition, without limitation, ( i ) a Person shall be deemed to control another Person if such Person (A) has sufficient power to enable such Person to elect a majority of the board of directors (or comparable governing body) of such Person, or (B) owns a majority of the beneficial interests in income and capital of such Person, and ( ii ) a Person shall be deemed to control any partnership of which such Person is a general partner.

 

Applicable Law ” means any of the Communications Act, the FCC Rules, and all other federal, state and local constitutions, laws, statutes, codes, rules, regulations, ordinances, judgments, orders, decrees and the like of any governmental entity, including common law.

 

Base Date ” means the date on which the closing of the Station Purchase Agreement shall have occurred.

 

Communications Act ” means the Communications Act of 1934, as amended, as in effect from time to time.

 

FCC ” means the Federal Communications Commission or any successor agency thereto.

 

FCC Rules ” means the rules and published policies of the FCC, as in effect from time to time.

 

 “ Market ” means the Nielsen “Designated Market Area” that encompasses the Stations.

 

Network ” means any national television network party to any network affiliation agreement to which Licensee is a party with respect to the Station.

 

Obligations of Sales Agent ” means any and all obligations and duties of Sales Agent under ( i ) this Agreement, and ( ii ) the Shared Services Agreement.

 

 “ Person ” includes, without limitation, natural persons, corporations, business trusts, associations, companies, joint ventures, and partnerships.

 

Third Party Claim ” means any action, suit, claim or legal, administrative, arbitration, mediation, governmental or other proceeding or investigation, other than any brought by a party to this Agreement or an Affiliate of a party to this Agreement.

 

 “ Transaction Documents ” means this Agreement, the Shared Services Agreement, the Option Agreement, the Letter Agreement, the Station Purchase Agreement, the Assignment and Assumption Agreement and the other documents, agreements and instruments executed by the parties hereto and thereto in connection therewith.

 

Section 1.2        Additional Defined Terms .  In addition to the defined terms in the preamble, recitals and Section 1.1 hereof, the following is a list of terms used in this Agreement and a reference to the section or schedule hereof in which such term is defined:

 

2



 

Term

 

Section/Schedule

 

 

 

Acquisition Financing Arrangement

 

Schedule 3.1

Advertisements

 

Section 4.1

Broadcast Material

 

Section 4.3

Defense Counsel

 

Section 8.3

Defense Notice

 

Section 8.3

Delivered Programming

 

Section 4.2

Designated Expenses

 

Schedule 3.1

Direct Claim

 

Section 8.3(e)

Disclosure Statement

 

Section 5.2(c)

Indemnified Party

 

Section 8.3

Indemnifying Party

 

Section 8.3

Initial Term

 

Section 2.1(a)

Licensee Revenue Share

 

Section 3.1(a)

Loss

 

Section 8.1

Net Sales Revenue

 

Schedule 3.1

Operating Budget

 

Section 5.1(d)

Option Agreement

 

Section 2.2(a)

Other Expenses

 

Schedule 3.1

Policy Statement

 

Section 4.3

Premises

 

Section 5.4

Principal Agreements

 

Schedule 3.1

PSAs

 

Section 4.4

Ratings Agencies

 

Section 5.1(j)

Sales Agent Assignee

 

Section 9.3

Sales Agent Indemnified Party

 

Section 8.2

Station Indemnified Party

 

Section 8.1

Term

 

Section 2.1(b)

Trade Agreements

 

Section 4.5

 

ARTICLE II

 

TERM

 

Section 2.1        Term .

 

(a)   Initial Term .  This Agreement shall be deemed effective, and the initial term hereof shall commence, on and as of the Base Date and such initial term (the “ Initial Term ”) shall continue until the eighth (8th) anniversary of the Base Date, unless terminated in accordance with Section 2.2 below.

 

(b)   Renewal Term .  This Agreement shall be renewed automatically for an additional term of eight (8) years commencing on the day following the expiration of the Initial Term (the Initial Term and any such renewal terms hereinafter referred to as the “ Term ”); provided , however , that this Agreement may be terminated by Sales Agent, on the one hand, or Station Licensee, on the other, prior to the expiration of the Initial Term by delivery to the other party of 180 days prior written notice of such termination, which notice may be given by such

 

3



 

party to the other party commencing on the date which is seven (7) years and six (6) months after the Base Date.

 

Section 2.2        Termination .

 

(a)   Mutual Agreement .  This Agreement may be terminated at any time by mutual agreement of the parties hereto.  This Agreement shall terminate upon the Option Closing (as such term is defined in the Option Agreement) under that certain Option Agreement, dated as of the date hereof, by and between Station Licensee and Sales Agent, as such agreement may be amended from time to time pursuant to the terms thereof (the “ Option Agreement ”).

 

(b)   Termination by Station Licensee or  Sales Agent .  This Agreement may be terminated by Station Licensee or Sales Agent, by written notice to the other, upon the occurrence of any of the following events; provided that any such termination shall be effective as of the date thirty (30) days after such notice:

 

(i)             this Agreement has been declared invalid under Applicable Law or illegal in whole or substantial part by an order or decree of an administrative agency or court of competent jurisdiction which is not subject to appeal or further administrative or judicial review, and the parties, acting in good faith, are unable to agree upon a modification of the Agreement so as to cause the Agreement to comply with Applicable Law; or

 

(ii)            there has been a change in the Communications Act or the FCC Rules that causes this Agreement in its entirety to be in violation thereof and the applicability of such change is not subject to appeal or further administrative review; and the parties, acting in good faith, are unable to agree upon a modification of the Agreement so as to cause the Agreement to comply with the Communications Act or the FCC Rules as so changed.

 

(c)   Termination by Sales Agent .  This Agreement may be terminated by Sales Agent, by written notice to Station Licensee, upon the occurrence of any of the following events, provided that any such termination shall be effective as of the date thirty (30) days after such notice and provided further that if there is an exercise of the Option (as defined in the Option Agreement) under the Option Agreement prior to any such termination or during the 30-day period thereafter, the termination hereunder shall not be effective until the either of ( i ) the Option Closing (as defined in the Option Agreement) or ( ii ) the termination of the Option Agreement:

 

(i)             if Sales Agent is not then in material breach and Station Licensee is in material breach under this Agreement or the Shared Services Agreement (other than a breach by Station Licensee of any of its payment obligations under the Shared Services Agreement) and Station Licensee has failed to cure such breach within thirty (30) days after receiving written notice of such breach from Sales Agent, or if Sales Agent is not then in material breach and Station Licensee breaches any of its payment obligations to Sales Agent under the Shared Services Agreement (other than any such payment obligation that is being contested in good faith) which breach shall not have been cured within fifteen (15) days after receiving written notice of such breach from Sales Agent;

 

(ii)            if Station Licensee or any Affiliate of Station Licensee makes a general assignment for the benefit of creditors, files, or has filed against it, a petition for

 

4



 

bankruptcy, reorganization or an arrangement for the benefit of creditors, or for the appointment of a receiver, trustee, or similar creditor’s representative for the property or assets of Station Licensee or any Affiliate of Station License under any federal or state insolvency law which, if filed against Station Licensee or any Affiliate of Station Licensee, has not been dismissed within thirty (30) days thereof; or

 

(iii)           upon and at any time following termination of the Option Agreement.

 

(d)   Termination by Station Licensee .  This Agreement may be terminated by Station Licensee, by written notice to Sales Agent, upon the occurrence of any of the following events, provided that any such termination shall be effective as of the date thirty (30) days after such notice and provided further that if there is an exercise of the Option under the Option Agreement prior to any such termination or during the 30-day period thereafter, the termination hereunder shall not be effective until the either of ( i ) the Option Closing or ( ii ) the termination of the Option Agreement:

 

(i)             if Station Licensee is not then in material breach and Sales Agent breaches any of its obligations under this Agreement or the Shared Services Agreement which breach reasonably could be expected to result in the revocation or non-renewal of the Stations’ FCC Licenses and such breach shall not have been cured within thirty (30) days after receiving written notice of such breach from Station Licensee, or if Sales Agent breaches any of its payment obligations to Station Licensee (other than any such payment obligation that is being contested in good faith) which breach shall not have been cured within fifteen (15) days after receiving written notice of such breach from Station Licensee;

 

(ii)            if Sales Agent or any of its Affiliates makes a general assignment for the benefit of creditors, files, or has filed against it a petition for bankruptcy, reorganization or an arrangement for the benefit of creditors, or for the appointment of a receiver, trustee, or similar creditor’s representative for the property or assets of Sales Agent or any of its Affiliates under any federal or state insolvency law which, if filed against Sales Agent or any of its Affiliates, has not been dismissed within thirty (30) days thereof; or

 

(iii)           upon and at any time following termination of the Option Agreement.

 

Section 2.3        Certain Matters Upon Termination

 

(a)   Continuing Obligations .  No expiration or termination of this Agreement shall terminate the obligations of any party hereto to indemnify the other parties for Third Party Claims under Section 8 of this Agreement, or limit or impair any party’s rights to receive payments due and owing hereunder on or before the effective date of such termination.

 

(b)   Cooperation .  Notwithstanding anything to the contrary contained in this Agreement, if this Agreement is terminated pursuant to the second sentence of Section 2.2(a) following the Option Closing, the parties shall cooperate with each other as may be reasonably requested to effect an allocation of the revenues and expenses for any partial calendar month

 

5



 

resulting from such termination or to effect any working capital payment required in connection with such allocation or a related transfer of control pursuant to the Option Agreement.

 

ARTICLE III

 

CONSIDERATION

 

Section 3.1        Licensee Revenue Share. 

 

(a)   As consideration for the right of Sales Agent to market and sell air time made available under this Agreement, with respect to each calendar month during the Term, Sales Agent shall pay over to Station Licensee an amount equal to seventy percent (70%) of the total amount of Net Sales Revenue for the applicable calendar month (the “ Licensee Revenue Share ”).  Sales Agent shall retain the remaining thirty percent (30%) of the total amount of Net Sales Revenue for such calendar month as its commission with respect to its sales agency, programming and other duties hereunder. 

 

(b)   The Licensee Revenue Share shall be due and payable on the fifteenth (15th) day of each calendar month and shall be calculated with respect to the immediately preceding calendar month in accordance with Schedule 3.1 .  The Licensee Revenue Share shall be prorated for any partial calendar month during the Term.

 

ARTICLE IV

 

SCOPE OF SERVICES

 

Section 4.1        Sales and Related Services.   Except as expressly provided to the contrary herein, Station Licensee retains Sales Agent on an exclusive basis for the Term to market and sell all forms of regional and local spot advertising, sponsorships, direct response advertising, paid programming (including infomercials), and all long-form advertising broadcast on the Stations and all advertising on any Internet site maintained by or on behalf of the Stations during the Term (the “ Advertisements ”).  Subject to the  terms of Schedule 3.1 , national spot advertising broadcast on the Stations shall continue to be sold by the Stations’ national rep firm as selected from time to time by Station Licensee.  Station Licensee shall provide to Sales Agent and its employees such information as Sales Agent may reasonably request to support the marketing and sale of the Advertisements and the collection of accounts receivable with respect thereto.  Sales Agent also shall be responsible for the Stations’ traffic, billing and collection functions for the Advertisements.  Sales Agent shall designate an adequate number of its personnel to perform such services for the Stations.  Sales Agent shall conduct the sales and traffic functions for the Stations in accordance with standard practice in the industry.  Sales Agent and Station Licensee shall periodically review the personnel needs and job functions of the persons designated by Sales Agent to perform its obligations under this Agreement and implement such changes as they mutually agree are appropriate.  Revenues from the sale of the Advertisements shall be allocated between Sales Agent and Station Licensee as set forth in Section 3.  Sales Agent may sell the Advertisements in combination with any other broadcast stations of its choosing; provided , however , that under no circumstances may Sales Agent require advertisers to purchase time on the Stations and any other station together.  Subject to Section 4.3, the placement, duration and rates of the Advertisements shall be determined by Sales Agent.  The value of commercial time bartered in

 

6



 

exchange for programming shall be excluded from the definition of Net Sales Revenue.  Network compensation and retransmission fees payable in connection with the Stations shall be included in the computation of Net Sales Revenue.

 

Section 4.2        Delivered Programming .  Commencing on the Base Date, Sales Agent shall provide to the Station Licensee for broadcast, simulcast or rebroadcast on the Stations, as applicable, local news and other programming as described more particularly in Schedule 4.2 hereof (the “ Delivered Programming ”), which Delivered Programming shall be less than 25 hours per week and less than 15% of the Stations’ broadcast hours for any week.  Sales Agent shall be responsible for obtaining the rights to broadcast the Delivered Programming on the Stations and for paying all costs incurred in obtaining such rights.  To the extent permission is required to rebroadcast any Delivered Programming under Section 325 of the Communications Act, Sales Agent hereby grants Station Licensee such permission.  The Delivered Programming shall be subject to Sales Agent’s editorial judgment and the requirements of Section 4.3, including but not limited to the right of rejection or preemption of Station Licensee.  All Delivered Programming shall be in conformity in all material respects with standards established by Station Licensee and consistent with similar programming broadcast on Sales Agent’s own television broadcast stations and shall otherwise conform to all Applicable Law, including the Communications Act, the FCC Rules and the intellectual property rights of third parties.   

 

Section 4.3        Content Policies .  All material furnished by Sales Agent for broadcast on the Stations, including all Delivered Programming and Advertisements (collectively, “ Broadcast Material ”) shall comply with applicable federal, state and local regulations and policies, including commercial limits in children’s programming.  Station Licensee shall have the right to preempt any Broadcast Material to present program material of greater local or national importance.  Station Licensee may reject any Broadcast Material if it reasonably determines that the broadcast of such material would violate Applicable Law or would otherwise be contrary to the public interest.  Station Licensee shall promptly notify Sales Agent of any such rejection, preemption, or rescheduling and shall cooperate with Sales Agent in efforts to fulfill commitments to advertisers and syndicators.  Schedule 4.3 sets forth Station Licensee’s statement of policy (the “ Policy Statement ”) with regard to the Broadcast Material.  Sales Agent shall ensure that the Broadcast Materials are in compliance with the terms of this Agreement and the Policy Statement.

 

Section 4.4        Public Service Announcements . Sales Agent acknowledges that the Stations have in the past provided time on the Stations for the promotion of public service organizations in the form of public service announcements (“ PSAs ”), and agrees that it will release spot time to Station Licensee for the broadcast of PSAs at times and in amounts consistent with the Stations’ past practices and consistent with Sales Agent’s operating policies applicable to the broadcast of PSAs.  Station Licensee and Sales Agent shall cooperate in good faith concerning the placement of the PSAs to be broadcast on the Stations; provided , however , that Station Licensee shall be ultimately responsible for selecting, obtaining and scheduling PSAs for broadcast on the Stations.

 

Section 4.5        Trade and Barter Spots .  On or as soon as reasonably practicable after the Base Date, Station Licensee shall deliver to the Sales Agent a list, which is accurate and complete in all material respects, of all contracts for the sale of advertising time on the Stations for non-cash consideration that are in effect as of, and will extend beyond, the Base Date (“ Trade

 

7



 

Agreements ”).  Sales Agent shall comply with and honor all such Trade Agreements, if and to the extent that Trade Agreement spots may be broadcast on a preemptible basis.  The dollar value of advertising time on the Stations provided to advertisers pursuant to Trade Agreements shall not be included in the computation and determination of Net Sales Revenue for purposes of this Agreement.  After the Base Date Sales Agent and Station Licensee shall have the right to enter into new contracts for the sale of Advertisements for non-cash consideration, provided that the parties agree to each such Trade Agreement and provided further that the dollar value of such advertising time on the Stations for such Trade Agreements shall be included in the computation and determination of Net Sales Revenue for purposes of this Agreement.  The parties shall mutually agree as to the use of the non-cash consideration received for each new Trade Agreement.  For purposes of this Section 4.5, the term “Trade Agreement” applies only to the bartering of advertising in return for goods and services other than programming.

 

Section 4.6        Accounts Receivable .  Notwithstanding anything to the contrary contained herein, any accounts receivable or revenue received by Sales Agent in respect of the operation of the Stations during the period prior to the Base Date, in respect of which the Sellers received a credit to the purchase price under the Station Purchase Agreement or to which the Sellers are entitled pursuant to the Station Purchase Agreement, if any, shall not be included in Net Sales Revenue.

 

Section 4.7        Monthly Reports; Books and Records .  The following obligations shall begin on the first day of the first full calendar month beginning after the Base Date:

 

(a)   On or before the twentieth (20th) day of each calendar month during the Term, Sales Agent shall furnish Station Licensee with a report regarding Sales Agent’s sales by advertiser, of the Advertisements for the previous calendar month.  Without limiting Schedule 3.1 hereof, Station Licensee shall have the right to review the books and records of Sales Agent at reasonable times and upon reasonable notice, with respect to the sale of Advertisements and any other sales by Sales Agent in connection with or related to its sale of the Advertisements for the Stations.

 

(b)   Station Licensee shall furnish to Sales Agent information each month with respect to Station Expenses.   Upon reasonable prior notice, Sales Agent shall have the right at all reasonable times to review (and the right, at Sales Agent’s expense, to make copies of) the books and records of Station Licensee, provided that the foregoing access shall not interfere unreasonably with the Stations’ business.  

 

(c)   The audit and inspection rights of Sales Agent under this Section 4.7 shall survive any termination or expiration of this Agreement for a period of two (2) years.

 

Section 4.8        Control .  Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and agree that during the Term, Station Licensee will maintain ultimate control and authority over the Stations, including, specifically, control and authority over the Stations’ operations, finances, personnel and programming.  Without limiting the generality of the foregoing, nothing contained in this Agreement shall be deemed to limit the control and authority of Station Licensee with respect to the selection, development and acquisition of any and all programming to be broadcast over the Stations, as well as the payment therefor, other than

 

8



 

those payments of Sales Agent associated with the Delivered Programming.  To that end, Station Licensee shall (a) have exclusive authority for the negotiation, preparation, execution and implementation of any and all programming agreements for the Stations, and (b) retain and hire or utilize whatever employees Station Licensee reasonably deems appropriate or necessary to fulfill those programming functions.  Sales Agent shall not represent, warrant or hold itself out as the licensee of the Stations, and all sales material prepared by Sales Agent for the sale of advertising time on the Stations shall identify Station Licensee as the licensee of the Stations using mutually agreeable wording and references.  Sales Agent shall sell advertising time and enter into all agreements for the sale of time on the Stations and for the Delivered Programming in its own name.

 

ARTICLE V

 

OTHER OBLIGATIONS OF THE PARTIES

 

Section 5.1        Responsibilities of Station Licensee .  Station Licensee, at its expense, shall be responsible for and perform the following obligations with respect to the business and operations of the Stations during the Term, in accordance with and subject to the following provisions:

 

(a)   Station Licensee shall continue to maintain full control over the operations of the Stations, including programming editorial policies, employees of Station Licensee and Station Licensee-controlled facilities.  Station Licensee shall be responsible for, and shall comply in all material respects with all applicable provisions of the Communications Act, the FCC Rules and all other Applicable Law with respect to the operation of the Stations.  Station Licensee shall file in a timely and complete manner all reports and applications required to be filed with the FCC or any other governmental body.

 

(b)   Station Licensee shall maintain in effect policies of insurance insuring the assets and the business of the Station in accordance with good industry practices.

 

(c)   Station Licensee shall use, operate, and maintain all of its assets in a commercially reasonable manner.  If any loss, damage, impairment, confiscation or condemnation of any of such assets occurs, Station Licensee shall use commercially reasonable efforts and cooperate with Sales Agent to repair, replace, or restore the assets to their prior condition as soon thereafter as possible, and Station Licensee shall use the proceeds of any claim under any insurance policy to repair, replace or restore any of the assets of the Stations that are lost, damaged, impaired or destroyed.

 

(d)   Station Licensee shall be responsible for payment of all operating costs of the Stations (excluding those costs to be borne by Sales Agent in accordance with Section 5.2), including the cost of electricity, other utilities and rental or other payments with respect to any real property leased by Station Licensee, taxes, the Services Fee (as defined in the Shared Services Agreement) and the salaries, insurance, and other costs for all personnel employed by Station Licensee and, without limiting the foregoing, shall pay all other Station Expenses.  Promptly following the Base Date, but in no event more than thirty (30) days thereafter, Station Licensee shall provide Sales Agent copies of the operating budgets of the Stations (collectively, the

 

9



 

Operating Budget ”), which shall reflect Station Licensee’s good faith budget of reasonable and customary capital and other expenses necessary to the operations of the Stations and not otherwise contemplated by the Designated Expenses, as determined by Station Licensee in its sole discretion.  Station Licensee shall provide updated copies of the Operating Budget each year during the Term, identifying adjustments from year to year. 

 

(e)   Subject to the Obligations of Sales Agent, Station Licensee shall pay when due all music rights payments (including, without limitation, music performance rights, synchronization rights, and master use rights), if any, in connection with the broadcast and/or transmission of all announcements, including the Advertisements, and programming on the Stations, other than the Delivered Programming.

 

(f)   Station Licensee shall be solely responsible for all costs and expenditures associated with the procuring of programming to be aired on the Stations, other than those associated with the Delivered Programming.  Station Licensee shall pay over to Sales Agent all funds received by Station Licensee each year from the Network and any other program syndicator or supplier for promotion of the Network and other programming on other stations or media, and Sales Agent shall use all such funds solely for their intended promotional or other similar purposes and in accordance with Section 4(b) of the Shared Services Agreement.  Station Licensee shall cooperate with Sales Agent in filing any necessary forms or reports required to obtain co-op reimbursement or other funds to which Sales Agent is entitled under this Section 5.1(f).  For the purposes of Schedule 3.1 hereof, Sales Agent’s receipt of promotional or co-op payments identified in this Section 5.1(f) shall not be considered a part of Net Sales Revenue and its expenditures of such promotional or co-op payments shall not be considered an expense for purposes of calculating Net Sales Revenue.  To the extent that any network or program service agreement of Station Licensee provides that, in exchange for cash payment, additional spot time that otherwise would be used by such network or program service may be released for local sales by the Stations, Station Licensee, upon request by the Sales Agent, will obtain the release of such commercial spot inventory for the placement of Advertisements by the Sales Agent, subject to Sales Agent paying to Station Licensee the cash amount required for such release.

 

(g)   Subject to the provisions of any network affiliation or other programming agreement to which Station Licensee is a party, Station Licensee shall consult and cooperate with Sales Agent in the negotiation, maintenance and enforcement of retransmission consent agreements with cable, satellite and other multichannel video providers.  Station Licensee, in consultation with Sales Agent, shall exercise its rights to mandatory carriage and retransmission consent for cable television and other multichannel video providers in a manner that ensures the maximum possible distribution of the Stations’ signal on cable, direct-broadcast-satellite and other multichannel video programming distributors serving communities located in the Market.

 

(h)   Station Licensee shall not take any action or unreasonably omit to take any action that would be reasonably likely to result in a ( i ) revocation, non-renewal or material impairment of the FCC Licenses, ( ii ) material adverse effect upon the Stations’ transmitters, antennae and other material assets included in the Stations’ transmission facilities or ( iii ) material breach or default under the terms of any of the agreements to which Station Licensee is a party on and as of the date hereof.

 

10



 

(i)   Station Licensee shall list Sales Agent as the exclusive sales representative for the Advertisements in all applicable trade listings and advertising and promotional material if and when such listings and material are published by Station Licensee. 

 

(j)   To the extent permitted under the terms of any applicable agreement, Station Licensee shall provide to Sales Agent such routine ratings information and ratings reports with respect to the Stations as are customarily prepared or obtained by the Stations in the ordinary course of business as Sales Agent may reasonably request from time to time.  Except as otherwise agreed by the parties hereto, Station Licensee shall maintain (including timely payment of all fees) any agreements with A.C. Nielsen Company or its affiliates or other ratings information providers customarily used by the Stations as a source of local station research information for the Stations (collectively, the “ Ratings Agencies ”).  At Sales Agent’s request, Station Licensee shall use its commercially reasonable efforts to assist Sales Agent in obtaining from the Ratings Agencies permission to use the Stations’ ratings information and reports in connection with the sale of the Advertisements.

 

(k)   During the Term, Station Licensee shall not:  ( i ) engage in any business other than the business of owning and operating the Stations; ( ii ) incur any liabilities or obligations, except those liabilities and obligations incurred in connection with its business conducted in compliance with clause (i) of this Section 5.1(k); ( iii ) incur any indebtedness for borrowed money, including guaranteeing or becoming a surety with respect to the indebtedness of another Person; ( iv ) file a voluntary petition in bankruptcy, any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment of debt, liquidation or dissolution or similar relief under any present or future insolvency statute, law or regulation of any jurisdiction; petition or apply to any tribunal for any receiver, custodian or any trustee for substantially all of its properties or assets; file any answer to any such petition admitting or not contesting the material allegations of any such petition sufficient to support the grant or approval of any such order, judgment or decree; seek, approve or consent to any such proceeding or in the appointment of any trustee, receiver, sequestrator, custodian, liquidator or fiscal agent for it or substantially all of its properties or assets; or take any action for the purpose of effecting any of the foregoing; or be the subject of an order entered appointing any such trustee, receiver, custodian, liquidator or fiscal agent, or ( v) amend or modify any provision of that certain Agreement by and between Station Licensee and Tucker Media and Management Consulting L.L.C., as its sole shareholder, dated as of the date hereof (the “ Tucker Management Agreement ”).

 

(l)   During the Term, Station Licensee shall cooperate with Sales Agent and, upon request by Sales Agent, use commercially reasonable efforts to assist Sales Agent in making and prosecuting any claims for indemnification pursuant to the Station Purchase Agreement relating to any assets of the Stations owned, leased or held by Station Licensee which are or may be subject to claims under th























 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more