Agreement, or (ii) all or any significant portion of the assets and properties owned, used or held for use with respect to the publication or ownership of the Seattle Times newspaper or the performance of Times' obligations under this Agreement. Times represents and warrants to Hearst that all the Designated Assets are currently held by Times. 7.1.4   Loss Operations. Prior to the Newspaper Cessation Date, if at any time hereafter there are any three (3) consecutive years in which either of the parties does not receive a distribution of Agency Remainder under Section 4.1 adequate to pay the expenses of its news and editorial operations for each of such years, determined in accordance with Appendix C hereto, such party may, at any time within nine (9) months following the close of such three (3) consecutive years, give the other party notice of such party's election to establish the Newspaper Cessation Date pursuant to Section 3.5 hereof at the earliest possible opportunity. Such notice shall include financial statements in respect of each of such three (3) years which summarize such news and editorial expenses, and shall further include the opinion of a national firm of independent certified public accountants as to whether they have examined such financial statements in accordance with generally accepted accounting principles and whether the statements present fairly such expenses in accordance with such principles, consistently applied, and whether such expenses are fairly stated in accordance with this Agreement. The date upon which such notice shall be given shall be the "Loss Notice Date." Immediately upon the occurrence of the Loss Notice Date, both parties shall cooperate to effect, and use their best efforts to bring about, the Newspaper Cessation Date at the earliest possible time. Time shall be of the

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