EXHIBIT B-6;
(G)
THE CONSENTS TO ASSIGNMENT REQUIRED UNDER THOSE STATION CONTRACTS
LISTED ON SCHEDULE 1.1(C) OR SCHEDULE 1.1(F) AND MARKED WITH A "‡", IF ANY, DULY
EXECUTED BY THE APPROPRIATE PERSONS, AND WHICH SHALL BE IN FULL FORCE AND EFFECT
WITHOUT CONDITIONS MATERIALLY ADVERSE TO BUYER, EXCEPT AS EXPRESSLY PROVIDED IN
SUCH AGREEMENT;
(H)
AN OPINION OF COUNSEL TO SELLER SUBSTANTIALLY IN THE FORM ATTACHED
HERETO AS EXHIBIT C; AND
(I)
ALL CUSTOMARY LANDLORD'S ESTOPPEL CERTIFICATES AND SELLER'S OR
OWNER'S AFFIDAVITS REQUIRED TO DELETE THE STANDARD EXCEPTIONS TO THE TITLE
POLICIES INSURING THE OWNED REAL PROPERTY AND THE WMC TRANSMITTER SITE.
6.3
Documents to be Delivered by Buyer. At the Closing, Buyer shall
deliver to Seller the following:
(A)
THE CERTIFICATE DESCRIBED IN SECTION 5.2(A);
(B)
THE DOCUMENTS DESCRIBED IN SECTION 5.2(D); AND
(C)
THE PURCHASE PRICE.
27
ARTICLE VII
SURVIVAL; INDEMNIFICATION
7.1
SURVIVAL.
THE REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT
SHALL SURVIVE THE CLOSING FOR A PERIOD OF 18 MONTHS FROM THE CLOSING DATE
WHEREUPON THEY SHALL EXPIRE AND BE OF NO FURTHER FORCE OR EFFECT, EXCEPT THOSE
UNDER: (A) SECTION 2.15 (TAXES), WHICH SHALL SURVIVE UNTIL THE EXPIRATION OF ANY
APPLICABLE STATUTE OF LIMITATIONS, (B) SECTION 2.17 (NO FINDER) AND SECTION 3.8
(NO FINDER), EACH OF WHICH SHALL SURVIVE INDEFINITELY, AND (C) THE PROVISIONS IN
SECTION 2.7 (FCC LICENSES), SECTION 2.8 (TANGIBLE PERSONAL PROPERTY), SECTION
2.11 (REAL PROPERTY) AND SECTION 2.16 (SUFFICIENCY AND TITLE TO STATION ASSETS)
RELATING TO TITLE, EACH OF WHICH SHALL SURVIVE INDEFINITELY, AND (D) SECTION
2.12 (ENVIRONMENTAL), WHICH SHALL SURVIVE INDEFINITELY. NONE OF THE COVENANTS
AND AGREEMENTS SHALL SURVIVE THE CLOSING EXCEPT TO THE EXTENT SUCH COVENANTS AND
AGREEMENTS CONTEMPLATE PERFORMANCE AFTER THE CLOSING, IN WHICH CASE SUCH
COVENANTS AND AGREEMENTS SHALL SURVIVE UNTIL PERFORMED. NO CLAIM MAY BE BROUGHT
UNDER THIS AGREEMENT UNLESS WRITTEN NOTICE DESCRIBING IN REASONABLE DETAIL THE
NATURE AND BASIS OF SUCH CLAIM IS GIVEN ON OR PRIOR TO THE LAST DAY OF THE
APPLICABLE SURVIVAL PERIOD. IN THE EVENT SUCH NOTICE IS GIVEN, THE RIGHT TO
INDEMNIFICATION WITH RESPECT THERETO SHALL SURVIVE THE APPLICABLE SURVIVAL
PERIOD UNTIL SUCH CLAIM IS FINALLY RESOLVED AND ANY OBLIGATIONS THERETO ARE
FULLY SATISFIED.
7.2
INDEMNIFICATION.
(A)
SUBJECT TO SECTION 7.1, FROM AND AFTER THE EFFECTIVE TIME, SELLER
SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS BUYER, ITS AFFILIATES AND THEIR
RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS AND AGENTS
(COLLECTIVELY, THE "BUYER INDEMNIFIED PARTIES") FROM AND AGAINST ANY AND ALL
LOSSES, COSTS, DAMAGES, LIABILITIES, EXPENSES, OBLIGATIONS AND CLAIMS OF ANY
KIND (INCLUDING ANY ACTION BROUGHT BY ANY GOVERNMENTAL AUTHORITY OR PERSON AND
INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES ("LOSSES")) INCURRED BY SUCH
BUYER INDEMNIFIED PARTY ARISING OUT OF OR RESULTING FROM (I) SELLER'S BREACH OF
ANY OF THE REPRESENTATIONS OR WARRANTIES CONTAINED IN THIS AGREEMENT, ANY SELLER
ANCILLARY AGREEMENT OR IN ANY OTHER CERTIFICATE OR DOCUMENT DELIVERED PURSUANT
HERETO OR THERETO; (II) ANY BREACH OR NONFULFILLMENT OF ANY AGREEMENT OR
COVENANT OF SELLER UNDER THE TERMS OF THIS AGREEMENT OR ANY SELLER ANCILLARY
AGREEMENT; AND