EXHIBIT 10.1
JOINT SALES AGREEMENT
THIS JOINT SALES AGREEMENT (this "AGREEMENT") is made as of July 1, 2006
between La Grande Broadcasting, Inc. ("LA GRANDE" or "Licensee") and Xxxxxx
Broadcasting - Portland TV, L.L.C. ("XXXXXX"), and, for the limited purpose set
forth in Section 3.1(c) hereof, Equity Broadcasting Company ("EQUITY").
Recitals
A. La Grande is the licensee of the following television stations
(collectively, the "LA GRANDE STATIONS" or "Stations"):
KPOU(TV), La Grande, Oregon
KPOU LP, Portland, Oregon
X. Xxxxxx is the licensee of television station KATU-TV, Portland, Oregon
("KATU") and is a wholly owned subsidiary of Xxxxxx Broadcasting Company.
X. Xxxxxx Radio Regional Group, a wholly owned subsidiary of Xxxxxx
Broadcasting Company, has entered into an Asset Purchase Agreement, dated
December 7, 2005 and amended May 1, 2006 (the "PURCHASE AGREEMENT") with La
Grande, EBC Boise, Inc., EBC Pocatello, Inc. and Equity, pursuant to which
Xxxxxx Radio Regional Group (or its assignee) is acquiring, among other things,
La Grande's assets used or held for use in the operation of the La Grande
Stations, as well as a construction permit issued by the Federal Communications
Commission ("FCC") for KPOU LP, which permit has been modified to provide
coverage to Portland, Oregon (collectively, the "KPOU SALE").
X. Xx Xxxxxx previously was a party to a Joint Sales Agreement, dated
February 11, 2003, and amended June 13, 2004, with King Broadcasting Company
d/b/a KGW-TV and WatchTV, Inc. (the "KING JSA"), which agreement terminated
effective as of 11:59 p.m. June 30, 2006, pursuant to Section 9.11 thereof.
Agreement
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto, intending to be legally bound, agree as follows:
ARTICLE 1: TERM AND ENGAGEMENT
Section 1.1 Term. The term of this Agreement (the "TERM") commences at
12:01 am. July 1, 2006 ("the Commencement Date"), and shall expire at the
earlier of the closing date of the KPOU Sale or 11:59 p.m. September 30, 2006.
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Section 1.2 Joint Sales. Licensee hereby engages Xxxxxx as the Stations'
exclusive local sales representative, with authority to sell to advertisers all
of the time available on the Stations for the broadcast of commercial
announcements, including national spot advertisements and advertisements on an
Internet site associated with the Stations (other than spots provided under the
Stations' respective network affiliation agreements) during the Term (the
"ADVERTISEMENTS"). Such commercial time availability shall be not less than the
amount customarily made available by other commercial stations in the Stations'
markets, but taking into account the network affiliation agreements approved by
Xxxxxx under Section 1.3, and during children's programming, in no event in
excess of amounts permitted by applicable law. The commissions of any agencies,
buying services, representatives and others engaged by Xxxxxx in connection with
such sales may be paid (or withheld) from Advertisement sales revenue; provided,
however, that agency and buying service commissions shall not exceed amounts
customarily paid by Xxxxxx with respect to KATU unless set forth in any Budget
or otherwise approved by Licensee. All revenue from the sale of Advertisements
on the Stations during the Term net of commissions (the "NET REVENUES") shall be
deposited into an account maintained and distributed by Xxxxxx as provided
herein. Subject to the Affiliation Agreement as defined in Section 1.3, Xxxxxx
may sell the Advertisements in combination with any other broadcast stations of
its choosing and may delegate the sales responsibilities to third parties acting
as agents for Xxxxxx.
Section 1.3 Affiliation Agreements. La Grande represents and warrants that
it is party to a network affiliation agreement providing for Univision
programming on the Stations, a copy of which is attached here to as Exhibit
[1.3] (the "AFFILIATION AGREEMENT"). Nothing in this Agreement requires Licensee
to violate the Affiliation Agreement. If (i) the Affiliation Agreement
invalidates any obligations of Licensee or deprives Xxxxxx of any rights under
this Agreement, or (ii) the Affiliation Agreement otherwise operates in a manner
that adversely affects Xxxxxx, then Xxxxxx may terminate this Agreement by
written notice to Licensee.
ARTICLE 2: XXXXXX SERVICES
Section 2.1 [Reserved.]
(a)
Section 2.2 Sales Services. During the Term:
(a) Xxxxxx shall maintain its Portland sales staff to the extent
reasonably necessary for the sale of the Advertisements. If reasonably
necessary, Xxxxxx may hire additional sales personnel, in which event the Budget
shall be updated as appropriate. The cost of such sales services shall be set
forth in each Budget. Xxxxxx shall use efforts to sell the Advertisements
consistent in all material respects with its practices with respect to KATU.
(b) The rates for the sale of Advertisements shall be established
by Xxxxxx in its discretion after consultation with Licensee. Licensee shall
have the final authority, subject to all applicable campaign finance laws, to
determine rates charged to advocates or opponents of legally qualified
candidates for public office or ballot issues on its Stations. If time
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on any of the Stations is sold in a combination package with time on KATU, then
there shall be a separate ad sales contract for KATU for each such sale.
(c) Licensee shall xxxx for, and Xxxxxx shall attempt to collect
accounts receivable in respect of, all Advertisements using substantially the
same methods, efforts and delinquent account policies used for KATU. Licensee
shall not collect in respect of the Advertisements, and Licensee shall deliver
to Xxxxxx (for deposit and disbursement as provided by this Agreement) any
payments received in respect of the Advertisements. All bills issued by Licensee
to advertisers on the Stations shall fully and fairly reflect the amount of
advertising broadcast, the rates for such advertisements and the nature of the
consideration due from the advertiser. Xxxxxx will coordinate with, and provide
to Licensee on a consistent and commercially reasonable basis, all payment
information and remittance advice so that Licensee may properly record in its
traffic and billing system to coordinate all advertising client's statements of
accounts and balances.
(d) All Advertisements furnished by Xxxxxx for broadcast on the
Stations shall comply with the applicable federal, state and local regulations,
including, but not limited to, sponsorship identification requirements of
Sections 317 and 507 of the Communications Act of 1934, as amended and
requirements to identify the sponsors and/or executive officers and directors of
sponsors of material advocating or opposing political candidacies or ballot
issues. Xxxxxx shall make a good faith effort to determine when sponsorship
identification announcements are required and that such announcements are
accurate. No advertising announcement shall be in a language other than Spanish
unless the Licensee consents in advance. No material broadcast during
programming intended for children shall include host selling or any other sales
practices prohibited by applicable laws and regulations.
ARTICLE 3: LICENSEE AND EQUITY SERVICES
Section 3.1 Services. During the Term:
(a) Personnel. Licensee shall, at its expense, employ any staff
required for its own operations and/or to comply with any laws or regulations
applicable to the operation of its Stations. Licensee's employees shall direct
the day-to-day operation of its Stations and shall report, and be accountable,
to such Licensee.
(b) Technical Services. Licensee shall, at its expense, monitor,
maintain, repair and replace its Stations' equipment and facilities located at
their respective transmitter sites and shall be responsible for all capital and
equipment replacement expenditures necessary for its Stations to operate in good
working order and in compliance with FCC requirements. Licensee shall, at its
expense, employ, contract with or retain sufficient engineering personnel to
perform these obligations for its Stations.
(c) Transmitter Connectivity; Traffic Services. Equity shall, at
its expense, provide transmission facilities as necessary to connect the KATU
studio facilities with Equity's master control facility and to provide a good
quality signal, and shall monitor, maintain, repair and replace such facility as
necessary to ensure the signal obligations are met. Xxxxxx shall provide
reasonably adequate space at the KATU studio facilities for equipment to receive
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delivery of Licensee's program feeds under this Agreement. Equity shall also
provide KATU with access to Equity's traffic system and will assist KATU in the
transfer of data in connection therewith. During the term of this Agreement,
Equity's traffic system shall at all times be controlled by and maintained by
Equity and Licensee, and all information or software related uses, enhancements
will remain the sole responsibility of Equity and Licensee. Any needs of Xxxxxx
as it relates to the Equity traffic system will be resolved through
communication with the designated traffic manager of Equity or Licensee, as
applicable.
(d) Master Control Equipment. Licensee shall, at its expense,
provide all necessary master control related equipment and/or reimburse Xxxxxx
for any equipment purchased by Xxxxxx on such Licensee's behalf at such
Licensee's request (or with its consent). Licensee shall reimburse Xxxxxx for
the reasonable costs incurred by Xxxxxx for any necessary equipment repairs that
have been requested or authorized by it.
(e) Programming. Licensee shall, at its expense, select and
provide programming for broadcast on its Stations twenty-four hours a day, every
day of the year, except for down time for equipment maintenance. Licensee shall
be responsible for compliance with the terms and conditions of its network
affiliation agreements.
Section 3.2 Covenants. During the Term:
(a) Exclusivity. Licensee shall not (i) hire, retain, use or
appoint any other sales representative, agency or other party for the sale of
any commercial announcements (including without limitation paid programming and
direct response) on any of the Stations, except as provided in the Affiliation
Agreement, or (ii) offer or enter into any agreements for Advertisements,
including any trade or barter agreements or agreements for paid programming.
Licensee shall forward to Xxxxxx all orders for any commercial announcements on
any of the Stations, received directly by Licensee or any of its affiliates. In
addition, Licensee shall refer to Xxxxxx any advertiser, advertising agency or
other party that makes a direct approach to Licensee or any of its affiliates
for the purpose of purchasing any such announcements.
(b) Listings. Licensee shall list Xxxxxx as its sales
representative in all applicable trade listings and in its own advertising and
promotional material.
ARTICLE 4: BUDGET AND DISTRIBUTIONS; DEPOSIT TO LA GRANDE
Section 4.1 Payments to La Grande.
(a) During the Term, La Grande shall accrue a fixed monthly
payment of $70,000 ("JSA Fee") from Xxxxxx pursuant to the terms and subject to
the conditions of Section 4.2, which amount shall be applied against the Deposit
pursuant to Section 4.2. The JSA Fee shall be prorated with respect to any
partial month in which it is accrued.
Section 4.2 Deposit to La Grande.
(a) Payment and Application of Deposit. Within 3 business days of
the Commencement Date, Xxxxxx shall pay La Grande a deposit of $500,000 (the
"DEPOSIT"), which shall be held by La Grande pending the closing or termination
of the KPOU Sale. Upon
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the closing of the KPOU Sale, the Deposit shall be applied towards the JSA Fees
accrued to La Grande through such date and the purchase price owed to La Grande
for the KPOU Sale pursuant to the Purchase Agreement. If the KPOU Sale is not
completed, then the Deposit shall be treated as a prepayment by Xxxxxx of the
JSA Fees payable to La Grande hereunder and shall be applied accordingly towards
the JSA Fees that have accrued through, and that become due following, the
termination of the Purchase Agreement.
(b) Unused Deposit. If, upon termination of this Agreement for
any reason or expiration of the Term, there remains any portion of the Deposit
that has not been applied towards the discharge of Xxxxxx'x payment obligations
under Section 4.1 or the purchase price under the Purchase Agreement, La Grande
shall retain any unused amount of the Deposit.
ARTICLE 5: STATION OPERATIONS
Section 5.1 Control by Licensee. Nothing in this Agreement shall confer
upon Xxxxxx or its employees or agents any right, directly or indirectly, to
control, supervise or direct any aspect of the management or operation of the
business and operations and programming of the Stations and such management and
operation shall be and remain the sole responsibility of, and under the control
and direction of, Licensee. Except as set forth in this Agreement or any Budget,
Xxxxxx shall not take any action that obligates Licensee to incur any expense or
look to Licensee for reimbursement of any expense incurred by it, nor xxxx
Xxxxxx deduct any such expense prior to making the distributions and payments
provided for in Article 4, including without limitation any business expense
incurred in connection with the performance of services hereunder, unless Xxxxxx
obtains prior authorization from Licensee. Notwithstanding any provision in this
Agreement to the contrary, Licensee shall have sole authority and control over
the programming and operations of its Stations and, subject to Xxxxxx'x
obligations hereunder, will bear full responsibility for its Stations'
compliance with all applicable provisions of the Communications Act of 1934, as
amended, and the rules, regulations, policies and precedents of the FCC, as such
act, rules, regulations, policies and precedents may be amended from time to
time (collectively, the "COMMUNICATIONS ACT"), and all other applicable laws,
including, but not limited to, requirements to maintain its license status. If
reasonably necessary to comply with its program policies of general
applicability, Licensee reserves the right to preempt commercials and substitute
commercials of equal value to Xxxxxx.
ARTICLE 6: TERMINATION
Section 6.1 Termination. Subject to Section 4.2(b), this Agreement may be
terminated as follows:
(a) by Xxxxxx by written notice to Licensee, if Licensee is in
material breach of its obligations hereunder and has failed to cure such breach
within thirty (30) days after receiving written notice of such breach from
Xxxxxx;
(b) by Licensee by written notice to Xxxxxx, if Xxxxxx is in
material breach of its obligations hereunder and has failed to cure such breach
within thirty (30) days after receiving written notice of such breach from
Licensee;
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(c) by Xxxxxx by written notice to Licensee, if the FCC license
status, network affiliation or cable carriage of Licensee's Station changes in
any material adverse respect;
(d) by Licensee by written notice to Xxxxxx, if Xxxxxx (i) no
longer holds the FCC license for KATU (except in connection with an assignment
under Section 9.10), or (ii) enters into a joint sales or time brokerage or
other similar agreement providing for either (1) a party not under common
control with Xxxxxx to sell all or substantially all of KATU's advertising time,
or (iii) is unable to sell the Advertisements for more than thirty (30) days
notwithstanding Section 9.12 hereof, or (iv) converts KATU to a Spanish language
format;
(e) by mutual written consent of the parties hereto;
(f) subject to the requirements set forth in Section 9.8 hereof,
by any party by written notice to the others if: (i) this Agreement is declared
invalid or illegal in whole or substantial part by an order or decree of an
administrative agency or court of competent jurisdiction and such order or
decree has become final and no longer subject to further administrative or
judicial review or such order requires compliance before it has become final; or
(ii) there has been a material change in the Communications Act that would cause
this Agreement to be in violation thereof and such change is in effect and has
not been stayed pending an appeal or further administrative review; provided,
however, in either case, the parties hereto shall endeavor in good faith to
negotiate modified terms to the Agreement to make the Agreement consistent with
the Communications Act as well as the intent of each party in entering into the
Agreement; or
(g) pursuant to the terms and subject to the conditions of
Section 9.15 hereof.
Section 6.2 Obligations Upon Termination. Within thirty (30) days after any
termination or expiration of this Agreement, the Licensee shall remove all of
its equipment from Xxxxxx'x facilities. Xxxxxx shall cooperate with Licensee's
removal of such equipment and shall offer reasonable access to its facilities to
effectuate such equipment removal. All Licensee Equipment shall remain the
personal property of the Licensee, and Xxxxxx shall not allow any lien to attach
thereto as a result of its actions. The provisions of Sections 4.1 and 4.2,
Sections 7.1, 7.2 and 7.3 (Indemnification), Section 9.3 (Confidentiality) and
Section 9.5 (Entire Agreement) shall each survive and remain in effect following
any termination of this Agreement. Upon termination for any reason other than
the consummation of the KPOU Sale, Xxxxxx agrees to provide any and all
pertinent data relative to payments and account information that may continue to
be received by Xxxxxx as it relates to services provided under this Agreement.
Any payments received by Xxxxxx following termination that relate to agreements
and advertising amounts entered into prior to termination and which will run
following the effective date of termination of this Agreement, will be properly
remitted to Licensee within five (5) business days of receipt; all other
payments received by Xxxxxx following termination that relate to agreements and
adverting amounts entered into prior to termination shall be retained by Xxxxxx.
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ARTICLE 7: INDEMNIFICATION AND INSURANCE
Section 7.1 Xxxxxx. Xxxxxx shall indemnify and hold Licensee and its
officers, directors, stockholders, agents and employees harmless against any and
all liability for libel, slander, infringement of trademarks, trade names, or
program titles, violation of rights of privacy, and infringement of copyrights
and proprietary rights resulting from or relating to any material furnished by
Xxxxxx and broadcast on the Stations, along with any fine or forfeiture imposed
by the FCC because of the content of such material.
Section 7.2 Licensee. Licensee shall indemnify and hold Xxxxxx and its
officers, directors, stockholders, agents and employees harmless against any and
all liability for (a) libel, slander, infringement of trademarks, trade names,
or program titles, violation of rights of privacy, and infringement of
copyrights and proprietary rights resulting from or relating to the advertising,
programming or other material furnished by any party other than Xxxxxx and
broadcast on the Stations, along with any fine or forfeiture imposed by the FCC
because of the content of material furnished by Licensee; and (b) any breach by
Licensee of any representation, warrant, covenant or obligation under this
Agreement.
Section 7.3 General. Indemnification shall include all liability, costs and
expenses, including counsel fees and costs (at trial and on appeal). The
obligation of each party to indemnify is conditioned on the receipt of notice
from the party making the claim for indemnification in time to allow the
defending party to timely defend against the claim and upon the reasonable
cooperation of the claiming party in defending against the claim. The party
responsible for indemnification shall select counsel and control the defense,
subject to the indemnified party's reasonable approval; provided, however, that
no claim may be settled by an indemnifying party without the consent of the
indemnified party, and provided further that, if an indemnifying party and a
claimant agree on a settlement, the settlement includes a full release of the
indemnified party from the claim, and the indemnified party rejects the
settlement, the indemnifying party's liability will be limited to the amount the
claimant agreed to accept in settlement.
Section 7.4 Insurance. Xxxxxx and Licensee shall each carry general public
liability and errors and omissions insurance with reputable companies covering
their activities under this Agreement, in an amount not less than One Million
Dollars ($1,000,000) and shall name the other party as an additional insured on
such insurance policy to cover programming broadcast on the Stations while this
Agreement is in effect.
ARTICLE 8: REMEDIES
Section 8.1 Remedies.
(a) The parties hereto agree that the services and facilities to
be provided by each party to the other under this Agreement are unique and that
substitutes therefor cannot be purchased or acquired in the open market. For
that reason, each party would be irreparably damaged in the event of a material
breach of this Agreement by the other party. Accordingly, any party may request
that a decree of specific performance be issued by a court of competent
jurisdiction, enjoining the other parties to observe and to perform such other
party's
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covenants, conditions, agreements and obligations hereunder, and each party
hereby agrees neither to oppose nor to resist the issuance of such a decree on
the grounds that there may exist an adequate remedy at law for any material
breach of this Agreement.
(b) Any dispute arising out of or related to this Agreement that
Licensee and Xxxxxx are unable to resolve by themselves shall be settled by
arbitration in Seattle, Washington. The parties shall select a single
disinterested arbitrator. The person selected as the arbitrator need not be a
professional arbitrator. Before undertaking to resolve a dispute, the arbitrator
shall be duly sworn faithfully and fairly to hear and examine the matters in
controversy and to make a just award according to the best of his or her
understanding. The arbitration hearing shall be conducted in accordance with the
commercial arbitration rules of the American Arbitration Association. The
written decision of the arbitrator shall be final and binding on the parties
hereto. The costs and expenses of the arbitration proceeding, including, without
limitation, such legal fees and expenses as may be awarded pursuant to Section
8.1(c) hereof, shall be assessed between Licensee and Xxxxxx in a manner to be
decided by a the arbitrator, and the assessment shall be set forth in the
decision and award of the arbitrator. Judgment on the award, if it is not paid
within thirty days, may be entered in any court having jurisdiction over the
matter. No action at law or in equity based upon any claim arising out of or
related to this Agreement shall be instituted in any court by any party hereto
against any other party except an action for specific performance, an action to
compel arbitration pursuant to this Section, or an action to enforce the award
of the arbitrator rendered in accordance with this Section.
(c) In the event of a default by any party, which results in a
proceeding for any remedy available under this Agreement, the prevailing party
shall be entitled to reimbursement from the other parties of its reasonable
legal fees and expenses, but this provision shall not preclude the arbitrator
from awarding only a portion of a party's legal fees and expenses.
(d) In no event shall Licensee or Xxxxxx be liable, in either
judicial or arbitration proceedings, for any consequential, special, incidental
or punitive damages, including, without limitation, any lost profits of any
kind, arising out of or relating to any breach of this Agreement; provided,
however, that this provision shall not prevent the imposition of interest on
late satisfaction of any judgment or arbitration award.
ARTICLE 9: MISCELLANEOUS
Section 9.1 Authorization. Each party represents and warrants that its
execution of this Agreement is duly authorized and that its performance of its
obligations hereunder shall not violate any obligations, commitments or
undertakings previously entered into by such party in any contract, agreement or
instrument or any governmental order to which it is subject. Each party
represents and warrants that the individual executing this Agreement on its
behalf has the authority legally to bind such party.
Section 9.2 No Partnership. This Agreement is not intended to be, and shall
not be construed as, an agreement to form a partnership, agency relationship or
a joint venture between the parties. The relationship between the parties shall
be that of independent contractors. Except
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as otherwise specifically provided in this Agreement, no party shall be
authorized to act as an agent of or otherwise to represent the other parties.
Section 9.3 Confidentiality. No party hereto shall disclose to others or
use, except as duly authorized in connection with the conduct of the management
or operation of the business and operations and programming of the Stations or
the rendering of services hereunder, or as required by any governmental law,
regulation, or order, any secret or confidential information of any other party.
This provision shall not preclude any party from disclosing the existence and
terms of this Agreement to its attorneys, financial advisors, and parties
providing financing to it, or to Univision, provided that such party shall cause
those to whom disclosure is made to comply with this Section 9.3 and such party
shall be responsible for any disclosure by any such party or entity.
Section 9.4 Governing Law. This Agreement shall be construed and governed
in accordance with the laws of Oregon without reference to the conflict of laws
principles thereof. Venue for any judicial proceeding shall be in state or
federal courts of Oregon, provided that any party may bring an action in the
state where any other party is resident. This Agreement shall also be construed
to the extent possible to be consistent with federal law, including, but not
limited to, the Communications Act.
Section 9.5 Entire Agreement. This Agreement and the exhibits hereto
represent the entire understanding and agreement between Xxxxxx and Licensee
with respect to the subject matter hereof. No term or provisions hereof may be
changed, modified, terminated or discharged (other than in accordance with its
terms), in whole or in part, except by a writing which is dated and signed by
all parties hereto. No waiver of any of the provisions or conditions of this
Agreement or of any of the rights, powers or privileges of a party hereto shall
be effective or binding unless in writing and signed by the party claimed to
have given or consented to such waiver.
Section 9.6 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument, and shall be effective
and legally binding upon delivery of facsimile signatures. Delivery of an
executed counterpart by facsimile or other electronic delivery shall be deemed
delivery of an original counterpart.
Section 9.7 Captions. The captions in this Agreement are for convenience
only and shall not be considered a part of, or effect the construction or
interpretation of any provision of, this Agreement.
Section 9.8 Severability. If any provision of this Agreement or the
application thereof to any person or circumstances shall be invalid or
unenforceable to any extent, the remainder of this Agreement and the application
of such provision to other persons or circumstances shall not be affected
thereby and shall be enforced to the greatest extent permitted by law, except
that, if such invalidity or unenforceability should change the basic economic
positions of the parties, they shall negotiate in good faith such changes in
other terms as shall be practicable in order to restore them to their prior
positions, and any party may terminate this Agreement if such negotiations fail.
In the event that the FCC alters or modifies its rules or policies in a fashion
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which would raise substantial and material question as to the validity of any
provision of this Agreement, the parties shall negotiate in good faith to revise
any such provision of this Agreement in an effort to comply with all applicable
FCC rules and policies while attempting to preserve the intent of the parties as
embodied in the provisions of this Agreement. The parties hereto agree that,
upon the request of any party, they will join in requesting the view of the
staff of the FCC, to the extent necessary, with respect to the revision of any
provision of this Agreement in accordance with the foregoing.
Section 9.9 Notices. All notices, demands, and requests required or
permitted to be given under the provisions of this Agreement shall be (a) in
writing, (b) delivered by personal delivery, sent by commercial delivery service
or registered or certified mail, return receipt requested, or delivered by
facsimile, (c) deemed to have been given on the date of personal delivery or the
date set forth in the records of the delivery service or on the return receipt,
or the time and date of the confirmation from the recipient's facsimile machine,
and (d) addressed as follows:
if to La Grande: La Grande Broadcasting, Inc.
#0 Xxxxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx Xxxx, XX 00000-0000
Attention: Xxxxx Xxxxxx
Facsimile: 000-000-0000
with copy (of notices to
either Licensee) to: La Grande Broadcasting, Inc.
#0 Xxxxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx Xxxx, XX 00000-0000
Attention: Xxxxx Xxxxxxx
Facsimile: 000-000-0000
if to Xxxxxx: Xxxxxx Communications, Inc.
000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxx
Facsimile: 000-000-0000
with copy to: KATU-TV
0000 X.X. Xxxxx Xxxx.
Xxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxxxx, General Manager
Notices delivered to counsel shall not be deemed notice to a party.
Section 9.10 Assignment. No party may assign this Agreement without the
prior written consent of the others, which shall not be unreasonably withheld.
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Section 9.11 Benefit and Binding Effect. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective heirs,
successors, and permitted assigns. No person or entity that is not a party to
this Agreement may claim any right or benefit hereunder.
Section 9.12 Force Majeure. Any delay or interruption in the broadcast
operation of the Stations, in whole or in part, due to acts of God, strikes,
lockouts, material or labor restrictions, governmental action, riots, natural
disasters or any other cause not reasonably within the control of the parties
hereto shall not constitute a breach of this Agreement, and no party shall be
liable to the others for any liability or obligation with respect thereto.
Section 9.13 Further Assurances. The parties shall take any actions and
execute any other documents that may be reasonably necessary to the
implementation and consummation of this Agreement.
Section 9.14 Press Release. No party shall publish any press release, make
any other public announcement or otherwise communicate with any news media
concerning this Agreement or the transactions contemplated hereby without the
prior written consent of the other parties; provided, however, that nothing
contained herein shall prevent any party from promptly making all filings with
governmental authorities as may, in its judgment, be required or advisable in
connection with the execution and delivery of this Agreement or the consummation
of the transactions contemplated hereby; and nothing contained herein shall
preclude Xxxxxx from publicizing its activities selling Advertisements on the
Stations or Licensee from informing prospective advertisers that advertising is
sold by Xxxxxx.
Section 9.15 JSA Attribution. If the FCC's media ownership and attribution
rules change after the date of this Agreement such that any (or all) of the
Stations are attributable to Xxxxxx by reason of the terms of this Agreement,
then (i) if requested by Xxxxxx and if the terms of this Agreement may be
modified so that the Station(s) remain non-attributable without depriving any
party of the benefits of this Agreement in any material respect, then the
parties shall modify this Agreement in such manner, or (ii) if such modification
is not possible, then Xxxxxx may (but is not obligated to) terminate this
Agreement by written notice to Licensee.
Section 9.16 Notice of Termination of King JSA. The Licensee represents and
warrants to Xxxxxx that it has provided King Broadcasting Company with the
written notice of termination, that is required under the King JSA as it
pertains to the La Grande Stations, and that such termination is effective as of
11:59 p.m. June 30, 2006,
[SIGNATURE PAGE FOLLOWS]
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SIGNATURE PAGE TO JOINT SALES AGREEMENT
IN WITNESS WHEREOF, the parties have duly executed this Joint Sales
Agreement as of the date set forth above.
XXXXXX: XXXXXX BROADCASTING -
PORTLAND TV, L.L.C.
By /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Secretary
LA GRANDE: LA GRANDE BROADCASTING, INC.
By /s/ Xxxxx Xxxxxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxxxxx
Title: Vice President
For the limited purpose of its obligations under Section 3.1(c):
EQUITY: EQUITY BROADCASTING CORPORATION
By /s/ Xxxxx Xxxxxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxxxxx
Title: Executive Vice President
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