iHeartMedia 2003 Annual Report Download - page 132

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federal, state and local antitrust laws or any other federal, state or local
laws. For example, "ACTION" as used herein may include the FCC’s failure to
grant its consent to an application filed by the Company or an Affiliate of the
Company seeking approval for an acquisition of new media of mass communication
including, but not limited to, radio and television stations; and
(b) the Shareholders and their Affiliates shall take promptly,
in the event that any permanent or preliminary injunction or other order is
entered or becomes reasonably foreseeable to be entered in any proceeding that
would make consummation of any agreement to which the Company or an Affiliate of
the Company is a party in accordance with its terms unlawful or that would
prevent or delay consummation of such transaction, any and all steps (including
the appeal thereof, the posting of a bond or the taking of the steps
contemplated above) necessary to vacate, modify or suspend such injunction or
order so as to permit the consummation of such transaction prior to the deadline
agreed upon by the parties to such transaction, provided that such injunction or
order was caused by or resulted in any way from (x) the attribution to the
Company and its Affiliates of the ownership of Non-Listed Assets of a
Shareholder and its Affiliates pursuant to the Communications Act which causes
the Company or a Shareholder or any of its Affiliates to violate the FCC Rules
or (y) the ownership of Non-Listed Assets of a Shareholder and its Affiliates
under applicable federal, state and local antitrust laws or any other federal,
state or local laws. The foregoing obligations of each Shareholder and its
Affiliates shall apply regardless of whether the conflict or violation results
in whole or in part from actions of the Company or its Affiliates, actions of
the Shareholder or its Affiliates, or changes in any applicable laws.
(c) The Company will promptly provide notice to the
Shareholders upon the execution of a definitive agreement for a new acquisition
or other transaction which the Company reasonably believes will cause the
Shareholders or their Affiliates to incur obligations under this Section 4.1.
Section 4.2 Scope. The foregoing obligations in Section 4.1 shall apply
only to radio and television assets of the Shareholders and their Affiliates
which assets are located in the United States and outdoor advertising assets of
the Shareholders and their Affiliates which assets are located anywhere in the
world excluding South America.
Section 4.3 Survival. This Article 4 shall survive the termination of
this Agreement for so long as the assets or actions of each Shareholder or its
Affiliates are attributable to or deemed to be owned or taken by the Company
pursuant to attribution, control or ownership laws, rules or policies of any
Governmental Entity.
Section 4.4 Liability Under Article 4. Thomas O. Hicks, a Shareholder,
shall not be personally liable for monetary damages arising from a breach or
violation of this Article 4 by any other Shareholder; provided, however, all
other Shareholders shall be jointly and severally liable for any and all losses
or damages, direct or indirect, consequential or otherwise, arising from a
breach or violation of this Article 4. Except as set forth above, Thomas O.
Hicks shall not in any way be released from the obligations of the Shareholders
hereunder.
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