should be relieved of its obligation hereunder to maintain a staff of news and editorial employees and/or to own and publish a newspaper and (2) the cessation of the printing and publication by the Agency of either the Seattle Times or the P-I can lawfully be effected, the parties may thereafter agree to relieve either Times or Hearst of such obligation. The date, if any, upon which either the Seattle Times or the P-I ceases to be printed and published by the Agency as a newspaper while the other continues to be printed and published shall be the "Newspaper Cessation Date" and the Newspaper that thereafter continues to be printed and published shall be the "Continuing Newspaper." The obligations of the parties under this Agreement are subject to this Paragraph 3.5.



4.1   Payment Formula. Times shall record Agency Revenues (as defined in Appendix A hereto) and shall apply such revenues to Agency Expenses (as defined in Appendix B hereto). If, for any calendar year, the Agency Revenues exceed the Agency Expense, the remainder (herein called the "Remainder") shall be paid no later than ninety (90) days following the close thereof forty percent(40%) to Hearst and sixty percent(60%) to Times; provided that the payment to Hearst shall be reduced by advances made to Hearst in regard to the year under Section 4.2; and further provided, that if the Newspaper Cessation Date shall ever occur, payment of the Remainder to the parties shall be thirty-two percent(32%) to Hearst and sixty-eight percent(68%) to Times. The percentage of the Remainder allocable to the parties at any-time pursuant to this Section 4.1 shall be the "Hearst Share" and the "Times Share," respectively.