Common use of Transfer of Final Working Capital Clause in Contracts

Transfer of Final Working Capital. If Owner exercises the Purchase Right, on the Termination Date, (i) Representative shall transfer to Owner all assets (including accounts receivable), and Owner shall assume Representative's liabilities (including accounts payable), included in the Final Working Capital Statement, (ii) to the extent practicable, Representative shall assign, transfer and convey to Owner all of Representative's rights in, to and under all Advertising Arrangements existing on the Termination Date relating to the Networks (collectively, the "Assigned Advertising Arrangements") (it being agreed that Representative shall use its reasonable efforts to promptly obtain and deliver to Owner, at Representative's expense, any necessary consents to the assignment of the Assigned Advertising Arrangements to Owner) and (iii) Owner shall assume from Representative all liabilities, obligations and commitments of Representative arising or accruing on or after the Termination Date pursuant to the Assigned Advertising Arrangements (solely to the extent of the Networks' interest therein). Following the Termination Date, (i) each of Owner and Representative shall use reasonable commercial efforts to collect all accounts receivable included in Working Capital as of the Termination Date and (ii) Representative shall remit semi-monthly to Owner all amounts received by Representative as payments in respect of accounts receivable included in Working Capital as of the Termination Date. If any of the accounts receivable included in Working Capital as of the Termination Date have not been collected as of the date that is nine months following the Termination Date, Representative shall purchase such uncollected accounts receivable ("Final Purchased Accounts Receivable") from Owner not later than ten days following the expiration of such nine month period for 85% of their gross amount (before agency commissions), less any reserve for doubtful accounts reflected as an offset to a current asset on the Final Working Capital Statement (such amounts, in the aggregate, the "Final Purchased Accounts Receivable Amount"), except that Representative will not be required to purchase any accounts receivable as to which Owner has waived the right to collect all or a portion of the sum due. For purposes of determining whether or not an account receivable has been collected, all payments of accounts receivable shall be applied against the oldest outstanding account receivable from the applicable obligor, unless such obligor specifies the receivable against which payment is being made. The Final Purchased Accounts Receivable Amount shall be paid, by wire transfer in immediately available funds, not later than the expiration of such ten-day period. If Representative is required to, and does, purchase any such accounts receivable, Owner will execute appropriate documents of assignment, transferring such Final Purchased Accounts Receivable to Representative, and if Representative so requests, Owner will attempt to collect such Final Purchased Accounts Receivable as agent for Representative and to remit promptly to Representative any sums that are collected.

Transfer of Final Working Capital. If Owner exercises --------------------------------- the Purchase Right, on the Termination Date, (i) Representative shall transfer to Owner all assets (including accounts receivable), and Owner shall assume Representative's liabilities (including accounts payable), included in the Final Working Capital Statement, (ii) to the extent practicable, Representative shall assign, transfer and convey to Owner all of Representative's rights in, to and under all Advertising Arrangements existing on the Termination Date relating to the Networks (collectively, the "Assigned Advertising Arrangements") (it being agreed that Representative shall use its reasonable efforts to promptly obtain and deliver to Owner, at Representative's expense, any necessary consents to the assignment of the Assigned Advertising Arrangements to Owner) and (iii) Owner shall assume from Representative all liabilities, obligations and commitments of Representative arising or accruing on or after the Termination Date pursuant to the Assigned Advertising Arrangements (solely to the extent of the Networks' interest therein). Following the Termination Date, (i) each of Owner and Representative shall use reasonable commercial efforts to collect all accounts receivable included in Working Capital as of the Termination Date and (ii) Representative shall remit semi-monthly promptly to Owner all amounts received by Representative as payments in respect of accounts receivable included in Working Capital as of the Termination Date. If any of the accounts receivable included in Working Capital as of the Termination Date have not been collected as of the date that is nine months following the Termination Date, Representative shall purchase such uncollected accounts receivable ("Final Purchased Accounts Receivable") from Owner not later than ten days following the expiration of such nine month period for 85% of their gross amount (before agency commissions), less any reserve for doubtful accounts reflected as an offset to a current asset on the Final Working Capital Statement (such amounts, in the aggregate, the "Final Purchased Accounts Receivable Amount"), except that Representative will not be required to purchase any accounts receivable as to which Owner has waived the right to collect all or a portion of the sum due. For purposes of determining whether or not an account receivable has been collected, all payments of accounts receivable shall be applied against the oldest outstanding account receivable from the applicable obligor, unless such obligor specifies the receivable against which payment is being made. The Final Purchased Accounts Receivable Amount shall be paid, by wire transfer in immediately available funds, not later than the expiration of such ten-day period. If Representative is required to, and does, purchase any such accounts receivable, Owner will execute appropriate documents of assignment, transferring such Final Purchased Accounts Receivable to Representative, and if Representative so requests, Owner will attempt to collect such Final Purchased Accounts Receivable as agent for Representative and to remit promptly to Representative any sums that are collected.