TO PERMITTED
LIENS AND THOSE MATTERS SET FORTH IN SCHEDULE 4.8; AND
(B)
SELLER SHALL COOPERATE WITH BUYER (PROVIDED THAT SELLER SHALL NOT
BE REQUIRED TO PAY ANY CONSIDERATION TO BUYER OR ANY THIRD PARTY) SO THAT BUYER
MAY, AT ITS OPTION AND AT BUYER'S SOLE COST AND EXPENSE, OBTAIN, WITHIN 45 DAYS
OF THE DATE OF THIS AGREEMENT, ALTA SURVEYS OF THE OWNED REAL PROPERTY, THE WMC
TRANSMITTER SITE AND THE KJCE TRANSMITTER SITE, WHICH SHALL REFLECT (I) NO
ENCROACHMENTS UPON SUCH PARCELS OR ADJOINING PARCELS BY BUILDINGS, STRUCTURES OR
IMPROVEMENTS WHICH WOULD MATERIALLY ADVERSELY AFFECT TITLE OR MATERIALLY
INTERFERE WITH OR IMPAIR THE USE OF THE OWNED REAL PROPERTY FOR THE PURPOSE FOR
WHICH IT IS CURRENTLY USED OR MATERIALLY ADVERSELY AFFECT THE VALUE OF THE
PROPERTY, AND (II) ACCESS TO SUCH PARCELS FROM A DEDICATED ROADWAY OR INDIRECT
ACCESS TO A DEDICATED ROADWAY.
(C)
BUYER ACKNOWLEDGES THAT SELLER HAS NO CONTROL OVER THE KJCE
TRANSMITTER SITE, EXCEPT TO THE EXTENT PROVIDED IN THE LEASE BETWEEN SELLER AND
THE LESSOR THEREUNDER, AND THEREFORE SELLER MAY NOT BE ABLE TO PROVIDE BUYER
WITH ACCESS TO THE KJCE
22
Transmitter Site for the purpose of conducting a survey.
The obtaining of a
title commitment and survey for the KJCE Transmitter Site as described in this
Section 4.8 shall not be a condition to Buyer's obligation to close under this
Agreement.
4.9
Environmental.
(A)
BUYER MAY AT ITS EXPENSE CONDUCT PHASE I ENVIRONMENTAL REVIEWS
WITHIN 45 DAYS OF THE DATE OF THIS AGREEMENT, AND IF REASONABLY RECOMMENDED BY
THE CONSULTANT WHO PERFORMS THAT PHASE I REVIEW, PHASE II ENVIRONMENTAL REVIEWS
WITHIN 60 DAYS OF THE DATE OF THIS AGREEMENT (THE PHASE I AND PHASE II REVIEWS
BEING COLLECTIVELY REFERRED TO AS THE "ENVIRONMENTAL REVIEWS"), OF THE OWNED
REAL PROPERTY, THE WMC TRANSMITTER SITE AND THE KJCE TRANSMITTER SITE PRIOR TO
CLOSING; PROVIDED, HOWEVER, THAT NO INTRUSIVE SAMPLING SHALL BE PERFORMED
WITHOUT SELLER'S PRIOR WRITTEN APPROVAL (WHICH SHALL NOT BE UNREASONABLY
CONDITIONED, WITHHELD OR DELAYED).
SELLER SHALL USE COMMERCIALLY REASONABLE
EFFORTS TO ENABLE BUYER TO CONDUCT SUCH ENVIRONMENTAL REVIEWS OF THE LEASED REAL
PROPERTY WITHIN 45 DAYS OF THE DATE OF THIS AGREEMENT.
(B)
IF ANY SUCH ENVIRONMENTAL REVIEW DISCLOSES A MATERIAL VIOLATION
OF, OR MATERIAL CONDITION THAT, IF DISCLOSED TO THE APPROPRIATE GOVERNMENTAL
AUTHORITY, BUYER OR SELLER WOULD REASONABLY BE EXPECTED TO BE REQUIRED TO
REMEDIATE UNDER APPLICABLE ENVIRONMENTAL LAWS (AN "ENVIRONMENTAL CONDITION") AT
ANY OF THE OWNED REAL PROPERTY, THE WMC TRANSMITTER SITE OR THE KJCE TRANSMITTER
SITE, AND SUCH ENVIRONMENTAL CONDITIONS, IN THE AGGREGATE, HAVE AN ESTIMATED
REMEDIATION COST LESS THAN $500,000, THEN SELLER SHALL REMEDIATE OR UNDERTAKE TO
REMEDIATE SUCH CONDITIONS IN ALL MATERIAL RESPECTS PRIOR TO CLOSING, PROVIDED
THAT THE COMPLETION OF SUCH REMEDIATION SHALL NOT BE A CONDITION TO BUYER'S
OBLIGATION TO CLOSE HEREUNDER IF MUTUALLY SATISFACTORY ARRANGEMENTS HAVE BEEN
MADE TO ASSURE THAT BUYER WILL NOT BE REQUIRED TO BEAR THE EXPENSE OF ANY
REMEDIATION TO BE PERFORMED AFTER THE CLOSING.
IF SUCH ENVIRONMENTAL