THE DATE OF THIS AGREEMENT, SUCH EFFORTS TO INCLUDE
THE PAYMENT OF ANY APPLICABLE INSURANCE POLICY DEDUCTIBLES.
HOWEVER, (I) IN THE
EVENT THAT SUCH REPAIR OR REPLACEMENT IS NOT FULLY COMPLETED PRIOR TO THE
CLOSING DATE, OR (II) THE LOSS, DAMAGE OR DESTRUCTION CAUSES THE STATION TO BE
OFF THE AIR FOR NINETY-SIX (96) CONSECUTIVE HOURS OR MORE (TO THE EXTENT SUCH
INTERRUPTION OF SERVICE WAS NOT CAUSED BY THE BUYER), THEN BUYER MAY ELECT TO
(A) CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY ON THE CLOSING DATE, IN
WHICH EVENT SELLERS SHALL ASSIGN TO BUYER THE PORTION OF THE INSURANCE PROCEEDS,
IF ANY, NOT PREVIOUSLY EXPENDED BY THE SELLERS TO REPAIR OR REPLACE THE DAMAGED
OR DESTROYED PROPERTY, (B) DELAY THE CLOSING DATE UNTIL FIFTEEN (15) DAYS AFTER
SELLERS GIVE WRITTEN NOTICE TO BUYER OF COMPLETION OF THE REPAIR OR REPLACEMENT
OF THE DAMAGED OR DESTROYED PROPERTY OR (C) IN THE CASE OF CLAUSE (II) ONLY,
TERMINATE THIS AGREEMENT; PROVIDED THAT IN NO EVENT SHALL BUYER DELAY THE
CLOSING TO A DATE MORE THAN SIXTY (60) DAYS AFTER THE TERMINATION DATE; PROVIDED
FURTHER THAT IF SELLERS ARE UNABLE THROUGH THEIR COMMERCIALLY REASONABLE BEST
EFFORTS TO COMPLETE SUCH REPAIR OR REPLACEMENT WITHIN SIXTY (60) DAYS AFTER THE
CASUALTY, BUYER MAY THEN TERMINATE THIS AGREEMENT.
(B)
IF THE CLOSING DOES OCCUR AS CONTEMPLATED
UNDER SECTION 5.07(A)(I), THE PURCHASE PRICE SHALL NOT BE ADJUSTED BY REASON OF
SUCH CASUALTY OR SUCH ASSIGNMENT OF THE INSURANCE PROCEEDS TO BUYER.
SECTION 5.08
TRANSITION SERVICES
(A)
TO FACILITATE A SMOOTH TRANSITION OF THE
WEB CONTENT OF THE WEBSITE LOCATED AT UNIFORM RESOURCE LOCATOR
(THE "WEB SITE"), THE SELLERS SHALL MAINTAIN THE WEB SITE IN SUBSTANTIALLY THE
SAME MANNER AS CURRENTLY MAINTAINED FOR A PERIOD NO LONGER THAN NINETY DAYS FROM
THE CLOSING DATE; PROVIDED THAT BUYER SHALL PROVIDE SELLERS WITH THE INFORMATION
NECESSARY TO MAINTAIN THE WEB SITE IN SUCH MANNER.
(B)
TO FACILITATE A SMOOTH TRANSITION OF THE
CENTRALIZED SOFTWARE KNOWN AS PALAS AND ORACLE, THE SELLERS SHALL PROVIDE TO THE
STATION FOR A PERIOD NOT TO EXCEED 90 DAYS AFTER CLOSING (I) ANY RIGHTS TO SUCH
SOFTWARE USED BY THE STATION PRIOR TO CLOSING AND (II) ACCESS TO APPLICABLE
EMPLOYEES DURING NORMAL BUSINESS HOURS WITH RESPECT TO THE OPERATION OF SUCH
SOFTWARE.
34
SECTION 5.09
OBLIGATIONS OF SELLERS.
PARENT AGREES
TO CAUSE THE DUE AND PUNCTUAL PERFORMANCE AND OBSERVANCE BY EACH SELLER (OR ITS
ASSIGNEE) OF ALL THE TERMS, COVENANTS, CONDITIONS, AGREEMENTS AND UNDERTAKINGS
ON THE PART OF SUCH SELLERS, TO BE PERFORMED OR OBSERVED UNDER THIS AGREEMENT
AND THE ANCILLARY AGREEMENTS, IN ACCORDANCE WITH THE TERMS THEREOF, INCLUDING
THE PUNCTUAL PAYMENT WHEN DUE OF ALL OBLIGATIONS OF SUCH SELLERS UNDER THIS
AGREEMENT AND THE ANCILLARY AGREEMENTS.
IN THE EVENT THAT SUCH SELLER SHALL
FAIL IN ANY MANNER WHATSOEVER TO PERFORM OR OBSERVE ANY OF ITS OBLIGATIONS
HEREUNDER OR UNDER THE ANCILLARY AGREEMENTS WHEN THE SAME SHALL BE REQUIRED TO
BE PERFORMED OR OBSERVED, THEN PARENT WILL ITSELF DULY AND PUNCTUALLY PERFORM OR