Common use of GROUP IV Clause in Contracts

GROUP IV. On the date (the "Group IV Date") which is the latest of (w) October 1, 1997, (x) the LPI Sale Date (assuming the LPI Sale occurs), (y) the date agreeable to Buyer and Seller not less than five (5) Business Days nor more than ten (10) Business Days following the date on which the waiting period under the HSR Act in respect of the transaction to be consummated under this Section 6.10(b) shall have expired or terminated and there shall not be pending any action or request for information (1) Buyer and Seller shall execute and deliver the Group IV Time Brokerage Agreement, substantially in the form of Exhibit 6.10-L hereto (the "Group IV TBA"); (2) Buyer and Seller (or, if the Assignee is the owner of WEAT, the Assignee) shall execute and deliver a TSA with respect to WEAT substantially in the form of Exhibit 6.10-J hereto (the "WEAT TSA"); and (3) Buyer shall loan to Seller the sum of Thirty-Three Million Dollars ($33,000,000), as adjusted pursuant to the provisions of the ARS Asset Purchase Agreement, including, without limitation, pursuant to Section 2.4 thereof (the "Group IV Advance"), evidenced by three (3) promissory notes (the "Group IV-A Note," the "Group IV-B Note" and the "Group IV-C Note," respectively), by federal wire transfer of same-day funds. The Group IV-A Note shall be in the principal amount of Twenty-Eight Million One Hundred Twenty-Five Thousand Dollars ($28,125,000), the Group IV-B Note shall be in the principal amount of Three Million One Hundred Twenty-Five Thousand Dollars ($3,125,000) and the Group IV-C Note shall be in the principal amount of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000), in each case, as adjusted in the aggregate to reflect adjustment to the purchase price under the ARS Asset Purchase Agreement. The Group IV Advance, the Group IV Loan Agreement, the Group IV-A Note, the Group IV-B Note and the Group IV-C Note are hereinafter collectively referred to as the "Group IV Loan." The terms and conditions of the Group IV Loan shall be substantially similar to the terms and conditions of the Clear Channel Loan and the promissory notes and Security Documents delivered pursuant thereto; provided, however, that (a) the Group IV Loan shall be secured by the Group IV Assets prior to the Group IV Closing Date and the WEAT Assets prior to the transfer of WEAT by Seller; it being understood and agreed that (i) nothing herein shall impair Seller's right to transfer WEAT to a third party and Buyer shall immediately release all liens in the WEAT Assets in favor of Buyer in connection with any such transfer and (ii) Buyer shall immediately release all liens in the Group IV Assets in favor of Buyer in connection with the acquisition by Buyer of the Group IV Assets notwithstanding that the Group IV-C Note may still be outstanding hereunder; (b) the Group IV Loan shall bear interest at a rate of ten percent (10%) per annum accruing from the date such loan is made; provided that payments of interest in respect of the principal amount of the Group IV Loan evidenced by the Group IV-C Note shall accrue and be payable monthly in arrears in cash and not as an offset against any other payments; (c) no payments in respect of interest shall be due with respect to that portion of the principal of the Group IV Loan evidenced by the Group IV-A Note and the Group IV-B Note if Buyer has not yet paid the programming fee due under the Group IV TBA; (d) the Group IV-C Note shall be due and payable on the earlier of twelve (12) months after the Group IV Effective Time and the date on which Seller sells WEAT; (e) any Event of Default as defined in the Clear Channel Loan Agreement shall be a default under the Group IV Loan Agreement; and (f) the Group IV Loan and the Group IV-A Note, the Group IV-B Note and the Group IV-C Note shall receive the benefit of a loan agreement (the "Group IV Loan Agreement"), a security agreement and related financing statements, a stock pledge agreement, a guaranty agreement of Mr. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and an intercreditor subordination agreement, each substantially similar to the forms of agreements referred to in Section 6.10(a)(i)(6) and attached hereto, together with such other documents in connection therewith in substantially similar forms as those contemplated by the Clear Channel Loan Agreement to the extent requested by Buyer; provided, however, that references in the Clear Channel Loan Agreement to the Group V TBA and TSA Agreements shall mean the Group IV TBA and the TSA for WEAT, respectively. On the Group IV Date, the following provisions shall also apply: (1) PCC may elect, in its sole discretion, to transfer, on the Group IV Date, the Group IV Assets and the Group IV Assumed Liabilities, together with the tangible and intangible assets used or useful in connection with the conduct of the business or operations of WEAT (the "WEAT Assets") and certain related liabilities, to an entity controlled by Mr. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the "Assignee"), and concurrently therewith, PCC shall, pursuant to documentation reasonably acceptable to Buyer (which documentation shall be submitted by Seller to Buyer for review by Buyer a reasonable period of time prior to the Group IV Date), assign all of its rights, liabilities and obligations under this Agreement in respect of the Group IV Sale to the Assignee, and the Assignee shall accept such transfer and assignment of the Group IV Assets and assume the liabilities and obligations of PCC under the Group IV Assumed Liabilities and the Group IV Sale under this Agreement (the "Group IV Transfer"); provided that such assignment shall not release PCC from any of its liabilities and obligations hereunder to Buyer. For purposes hereof, except as otherwise provided in this Agreement or as the context otherwise requires, in the event of such assignment, the Assignee shall be treated as the "Seller" hereunder in respect of the Group IV Assets and/or the Group IV Transfer. (2) The Group IV Transfer shall be consummated between PCC and the Assignee on the terms and conditions set forth in this Section 6.10(b)for a purchase price of Thirty-Three Million Dollars ($33,000,000), and, to the extent applicable, as adjusted pursuant to the ARS Asset Purchase Agreement, including, without limitation, pursuant to Section 2.4 thereof, pursuant to assignments and other conveyancing documents that are sufficient to convey and vest good title to the Group IV Assets and the WEAT Assets to the Assignee, free and clear of all Liens, other than Permitted Liens, in form and substance reasonably acceptable to PCC, the Assignee and Buyer. Prorations and adjustments relating to the Group IV Assets and WEAT Assets shall be made in accordance with the provisions of Section 2.5 in substantially the same manner as prorations and adjustments made in connection with the LPI Sale. (3) The funding of the Group IV Loan shall be subject to satisfaction of the conditions set forth in the Group IV-A Note and the Group IV-B Note (which shall be substantially similar to those set forth in Section 6.10(a)(ii)) and Buyer shall advance to the Assignee, by federal wire transfer of same-day funds, the amount of the Group IV Loan upon satisfaction of conditions substantially similar to those set forth in Section 6.10(a)(ii), but with respect to the Group IV Sale and/or the Group IV Assets and WEAT Assets. (4) Notwithstanding anything in this Agreement or in any of the documents or instruments delivered pursuant hereto or in connection herewith or in any applicable law to the contrary, Buyer agrees that, if the Group IV Transfer is consummated, under no circumstances shall PCC have any liability or obligation of any nature whatsoever with respect to repayment of the Group IV Loan or the indebtedness evidenced by Group IV-A Note and the Group IV-B Note or any other obligations of the Assignee pursuant thereto, the related security documents or any other documents delivered in connection therewith or pursuant thereto and Buyer hereby waives and releases all such claims. Notwithstanding the foregoing, nothing contained in this Section 6.10(b)(4) shall in any manner impair any right, remedy or recourse Buyer may have against PCC for fraud in connection with this Agreement. In the event of termination of this Agreement with respect to the Group IV Sale and the Group IV Assets, the Group IV Loan shall be repaid as provided for in the Group IV-Loan Agreement and the Group IV-A Note, the Group IV-B Note and the Group IV-C Note (subject to reduction as provided for in Section 9.2, the Group IV Loan Agreement and the Group IV-B Note).

GROUP IV. On the date (the "Group IV Date") which is the latest of (w) October 1, 1997, (x) the LPI Sale Date (assuming the LPI Sale occurs), (y) the date agreeable to Buyer and Seller not less than five (5) Business Days nor more than ten (10) Business Days following the date on which the waiting period under the HSR Act in respect of the transaction to be consummated under this Section 6.10(b) shall have expired or terminated and there shall not be pending any action or request for information (1) Buyer and Seller shall execute and deliver the Group IV Time Brokerage Agreement, substantially in the form of Exhibit 6.10-L hereto (the "Group IV TBA"); (2) Buyer and Seller (or, if the Assignee is the owner of WEAT, the Assignee) shall execute and deliver a TSA with respect to WEAT substantially in the form of Exhibit 6.10-J hereto (the "WEAT TSA"); and (3) Buyer shall loan to Seller the sum of Thirty-Three Million Dollars ($33,000,000), as adjusted pursuant to the provisions of the ARS Asset Purchase Agreement, including, without limitation, pursuant to Section 2.4 thereof (the "Group IV Advance"), evidenced by three (3) promissory notes (the "Group IV-A Note," the "Group IV-B Note" and the "Group IV-C Note," respectively), by federal wire transfer of same-day funds. The Group IV-A Note shall be in the principal amount of Twenty-Eight Million One Hundred Twenty-Five Thousand Dollars ($28,125,000), the Group IV-B Note shall be in the principal amount of Three Million One Hundred Twenty-Five Thousand Dollars ($3,125,000) and the Group IV-C Note shall be in the principal amount of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000), in each case, as adjusted in the aggregate to reflect adjustment to the purchase price under the ARS Asset Purchase Agreement. The Group IV Advance, the Group IV Loan Agreement, the Group IV-A Note, the Group IV-B Note and the Group IV-C Note are hereinafter collectively referred to as the "Group IV Loan." The terms and conditions of the Group IV Loan shall be substantially similar to the terms and conditions of the Clear Channel Loan and the promissory notes and Security Documents delivered pursuant thereto; provided, however, that (a) the Group IV Loan shall be secured by the Group IV Assets prior to the Group IV Closing Date and the WEAT Assets prior to the transfer of WEAT by Seller; it being understood and agreed that (i) nothing herein shall impair Seller's right to transfer WEAT to a third party and Buyer shall immediately release all liens in the WEAT Assets in favor of Buyer in connection with any such transfer and (ii) Buyer shall immediately release all liens in the Group IV Assets in favor of Buyer in connection with the acquisition by Buyer of the Group IV Assets notwithstanding that the Group IV-C Note may still be outstanding hereunder; (b) the Group IV Loan shall bear interest at a rate of ten percent (10%) per annum accruing from the date such loan is made; provided that payments of interest in respect of the principal amount of the Group IV Loan evidenced by the Group IV-C Note shall accrue and be payable monthly in arrears in cash and not as an offset against any other payments; (c) no 47 - 42- payments in respect of interest shall be due with respect to that portion of the principal of the Group IV Loan evidenced by the Group IV-A Note and the Group IV-B Note if Buyer has not yet paid the programming fee due under the Group IV TBA; (d) the Group IV-IV- C Note shall be due and payable on the earlier of twelve (12) months after the Group IV Effective Time and the date on which Seller sells WEAT; (e) any Event of Default as defined in the Clear Channel Loan Agreement shall be a default under the Group IV Loan Agreement; and (f) the Group IV Loan and the Group IV-A Note, the Group IV-B Note and the Group IV-C Note shall receive the benefit of a loan agreement (the "Group IV Loan Agreement"), a security agreement and related financing statements, a stock pledge agreement, a guaranty agreement of Mr. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and an intercreditor subordination agreement, each substantially similar to the forms of agreements referred to in Section 6.10(a)(i)(6) and attached hereto, together with such other documents in connection therewith in substantially similar forms as those contemplated by the Clear Channel Loan Agreement to the extent requested by Buyer; provided, however, that references in the Clear Channel Loan Agreement to the Group V TBA and TSA Agreements shall mean the Group IV TBA and the TSA for WEAT, respectively. On the Group IV Date, the following provisions shall also apply: (1) PCC may elect, in its sole discretion, to transfer, on the Group IV Date, the Group IV Assets and the Group IV Assumed Liabilities, together with the tangible and intangible assets used or useful in connection with the conduct of the business or operations of WEAT (the "WEAT Assets") and certain related liabilities, to an entity controlled by Mr. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the "Assignee"), and concurrently therewith, PCC shall, pursuant to documentation reasonably acceptable to Buyer (which documentation shall be submitted by Seller to Buyer for review by Buyer a reasonable period of time prior to the Group IV Date), assign all of its rights, liabilities and obligations under this Agreement in respect of the Group IV Sale to the Assignee, and the Assignee shall accept such transfer and assignment of the Group IV Assets and assume the liabilities and obligations of PCC under the Group IV Assumed Liabilities and the Group IV Sale under this Agreement (the "Group IV Transfer"); provided that such assignment shall not release PCC from any of its liabilities and obligations hereunder to Buyer. For purposes hereof, except as otherwise provided in this Agreement or as the context otherwise requires, in the event of such assignment, the Assignee shall be treated as the "Seller" hereunder in respect of the Group IV Assets and/or the Group IV Transfer. (2) The Group IV Transfer shall be consummated between PCC and the Assignee on the terms and conditions set forth in this Section 6.10(b)for a purchase price of Thirty-Three Million Dollars ($33,000,000), and, to the extent applicable, as adjusted pursuant to the ARS Asset Purchase Agreement, including, without limitation, pursuant to Section 2.4 thereof, pursuant to assignments and other conveyancing documents that are sufficient to convey and vest good title to the Group IV Assets and the WEAT Assets to the Assignee, free and clear of all Liens, other than Permitted Liens, in form and substance reasonably acceptable to PCC, the Assignee and Buyer. Prorations and adjustments relating to the Group IV Assets and WEAT Assets shall be made in accordance with the provisions of Section 2.5 in substantially the same manner as prorations and adjustments made in connection with the LPI Sale. (3) The funding of the Group IV Loan shall be subject to satisfaction of the conditions set forth in the Group IV-A Note and the Group IV-B Note (which shall be substantially similar to those set forth in Section 6.10(a)(ii)) and Buyer shall advance to the Assignee, by federal wire transfer of same-day funds, the amount of the Group IV Loan upon satisfaction of conditions substantially similar to those set forth in Section 6.10(a)(ii), but with respect to the Group IV Sale and/or the Group IV Assets and WEAT Assets. (4) Notwithstanding anything in this Agreement or in any of the documents or instruments delivered pursuant hereto or in connection herewith or in any applicable law to the contrary, Buyer agrees that, if the Group IV Transfer is consummated, under no circumstances shall PCC have any liability or obligation of any nature whatsoever with respect to repayment of the Group IV Loan or the indebtedness evidenced by Group IV-A Note and the Group IV-B Note or any other obligations of the Assignee pursuant thereto, the related security documents or any other documents delivered in connection therewith or pursuant thereto and Buyer hereby waives and releases all such claims. Notwithstanding the foregoing, nothing contained in this Section 6.10(b)(4) shall in any manner impair any right, remedy or recourse Buyer may have against PCC for fraud in connection with this Agreement. In the event of termination of this Agreement with respect to the Group IV Sale and the Group IV Assets, the Group IV Loan shall be repaid as provided for in the Group IV-Loan Agreement and the Group IV-A Note, the Group IV-B Note and the Group IV-C Note 49 - 43 - (subject to reduction as provided for in Section 9.2, the Group IV Loan Agreement and the Group IV-B Note).