BE MADE PRIOR TO THE CLOSING DATE, PROVIDED THAT SELLERS
SHALL NOT ELECT MUST-CARRY (BY DEFAULT OR OTHERWISE) OR ENTER INTO A
RETRANSMISSION CONSENT AGREEMENT WITHOUT BUYER'S CONSENT; PROVIDED THAT, AFTER
JUNE 30, 2005, SELLERS MAY, WITHOUT BUYER'S CONSENT, RENEW ANY EXISTING
RETRANSMISSION CONSENT AGREEMENTS ON SUBSTANTIALLY THE SAME TERMS; AND
32
(T)
TIMELY MAKE THE DTV CHANNEL ELECTION ON
FCC FORM 382 IN ACCORDANCE WITH DISCLOSURE SCHEDULE SECTION 5.01(T).
SECTION 5.02
ACCESS TO INFORMATION
(A)
FROM THE DATE HEREOF UNTIL THE CLOSING
DATE, UPON REASONABLE NOTICE, SELLERS SHALL (I) GIVE BUYER, ITS COUNSEL,
FINANCIAL ADVISORS, AUDITORS AND OTHER AUTHORIZED REPRESENTATIVES FULL ACCESS
DURING NORMAL BUSINESS HOURS TO THE OFFICES, PROPERTIES, BOOKS AND RECORDS OF
THE STATION, (II) FURNISH TO BUYER, ITS COUNSEL, FINANCIAL ADVISORS, AUDITORS
AND OTHER AUTHORIZED REPRESENTATIVES SUCH FINANCIAL AND OPERATING DATA AND OTHER
INFORMATION RELATING TO THE STATION AS SUCH PERSONS MAY FROM TIME TO TIME
REASONABLY REQUEST AND (III) INSTRUCT THE EMPLOYEES, COUNSEL AND FINANCIAL
ADVISORS OF SELLERS TO COOPERATE WITH BUYER IN ITS INVESTIGATION OF THE STATION;
PROVIDED, HOWEVER, THAT BUYER MAY NOT COMMUNICATE WITH STATION EMPLOYEES OTHER
THAN THE STATION'S GENERAL MANAGER, CHIEF ENGINEER, CHIEF FINANCIAL OFFICER AND
THE PERSON PRIMARILY RESPONSIBLE FOR EMPLOYMENT AND LABOR MATTERS, IN EACH CASE,
WITHOUT SELLERS' PRIOR WRITTEN CONSENT, WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD AND THAT ANY INVESTIGATION PURSUANT TO THIS SECTION 5.02 SHALL BE
CONDUCTED IN SUCH MANNER AS NOT TO UNREASONABLY INTERFERE WITH THE CONDUCT OF
THE BUSINESS OR ANY OF THE BUSINESSES OR OPERATIONS OF SELLERS OR ANY AFFILIATE
OF SELLERS.
NO INVESTIGATION BY BUYER OR OTHER INFORMATION RECEIVED BY BUYER
SHALL OPERATE AS A WAIVER OR OTHERWISE AFFECT ANY REPRESENTATION, WARRANTY OR
AGREEMENT GIVEN OR MADE BY SELLERS HEREUNDER.
(B)
ON AND AFTER THE CLOSING DATE, SELLERS AND
THEIR AFFILIATES WILL HOLD, AND WILL USE THEIR COMMERCIALLY REASONABLE BEST
EFFORTS TO CAUSE THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ACCOUNTANTS,
COUNSEL, CONSULTANTS, ADVISORS AND AGENTS TO HOLD, IN CONFIDENCE, UNLESS
COMPELLED TO DISCLOSE BY JUDICIAL OR ADMINISTRATIVE PROCESS OR BY OTHER
REQUIREMENTS OF LAW, ALL CONFIDENTIAL DOCUMENTS AND INFORMATION CONCERNING THE
BUYER, BUYER'S AFFILIATES AND THE BUSINESS.
(C)
ON AND AFTER THE CLOSING DATE, SELLERS WILL
AFFORD PROMPTLY TO BUYER AND ITS AGENTS REASONABLE ACCESS TO ITS BOOKS OF
ACCOUNT, FINANCIAL AND OTHER RECORDS (INCLUDING ACCOUNTANT'S WORK PAPERS),
INFORMATION, EMPLOYEES AND AUDITORS TO THE EXTENT NECESSARY OR REASONABLY USEFUL
FOR BUYER IN CONNECTION WITH ANY AUDIT, INVESTIGATION, DISPUTE OR LITIGATION OR
ANY OTHER REASONABLE BUSINESS PURPOSE RELATING TO THE BUSINESS; PROVIDED THAT
ANY SUCH ACCESS BY BUYER SHALL NOT UNREASONABLY INTERFERE WITH THE CONDUCT OF
THE BUSINESSES OR OPERATIONS OF SELLERS OR ANY AFFILIATE OF SELLERS.
SECTION 5.03
TITLE INSURANCE AND SURVEYS.
FROM THE
DATE HEREOF UNTIL THE CLOSING DATE, SELLERS SHALL COOPERATE WITH BUYER SO THAT
BUYER CAN PROMPTLY OBTAIN THE FOLLOWING (AT BUYER'S EXPENSE):
(A)
PRELIMINARY REPORTS ON TITLE COVERING A
DATE SUBSEQUENT TO THE DATE OF THIS AGREEMENT, ISSUED BY THE TITLE COMPANY,
WHICH PRELIMINARY REPORTS SHALL CONTAIN COMMITMENTS