Common use of Multiple Closings Clause in Contracts

Multiple Closings. Notwithstanding anything in this Agreement to the contrary: (a) the parties have allocated the Stations into groups (each a “Station Group”) and have allocated the Purchase Price (each an “Allocated Price”) as follows: Albuquerque Group KRQE(TV), Albuquerque, New Mexico $ 74,000,000 KBIM-TV, Roswell, New Mexico Durango Group KREZ-TV, Durango, Colorado $ 1,000,000 Mobile Group WALA-TV, Mobile, Alabama $ 85,000,000 WBPG(TV), Gulf Shores, Alabama Green Bay Group WLUK-TV, Green Bay, Wisconsin $ 60,000,000 Terre Haute Group WTHI-TV, Terre Haute, Indiana $ 40,000,000 (b) the FCC Application shall consist of separate applications (each a “Partial Application”), one for each Station Group, and the transactions contemplated by this Agreement shall be consummated as follows: (i) if such applications are granted concurrently, then in a single Closing, or (ii) if not, then in multiple Closings (each a “Partial Closing”), one for each Station Group; (c) with respect to each Station Group, each Partial Closing shall occur on the fifth business day after the date of the FCC Consent with respect to the applicable Partial Application (subject to the satisfaction or waiver of the applicable conditions set forth in Articles 6 or 7 below), except that if the day the Durango Group Partial Closing is otherwise scheduled to occur is before the Albuquerque Group Partial Closing, then the Durango Group Partial Closing shall be scheduled for the date of the Albuquerque Group Partial Closing; (d) at each Partial Closing Seller shall convey to Buyer the Station Assets used or held for use in the operation of the Stations in the applicable group and Buyer shall pay Seller the Allocated Price for such group; and (e) taking into account such multiple closings: (i) the terms “Closing,” “Closing Date,” “FCC Application” and “FCC Consent” shall mean, and refer separately to, the applicable Partial Closing, the date on which such Partial Closing occurs (or is to occur), the applicable Partial Application, and the applicable FCC consent, each as the context requires; (ii) with respect to each Station Group and each Partial Closing, the provisions of this Agreement that apply before, at or after a Closing shall apply before, at or after the applicable Partial Closing; (iii) the Deposit shall be allocated and disbursed pro rata according to the Allocated Price to be paid at each Partial Closing, and the term “Deposit” as used herein shall mean, and refer separately to the allocable portion thereof as the context requires (but shall mean the full amount thereof if this Agreement is terminated without any Closing); (iv) for purposes of Section 9.2, with respect to each Partial Closing, the maximum liability amount shall be determined based upon the Allocated Price for such Partial Closing; (v) for purposes of Section 10.5, after each Partial Closing the liquidated damage amount shall be determined based upon the Allocated Price for the Station Groups for which a Partial Closing has not occurred; (vi) any termination of this Agreement prior to the first Partial Closing shall constitute a termination of this Agreement in its entirety, but after the first Partial Closing, any termination of this Agreement shall constitute a termination only with respect to the Station Assets not subject to any prior Partial Closing, each Partial Closing being final and non-rescindable; and (vii) with respect to the Albuquerque Group and the Durango Group, the Outside Date (defined below) shall be May 31, 2006. (f) Without limiting the parties’ obligations under this Section 1.12 to do Partial Closings, the parties agree to consult with one-another in an effort to minimize the number of Partial Closings to the extent circumstances warrant, but no such consultation is a condition to Closing.