TERMINATION. IN THE EVENT OF A VALID TERMINATION OF THIS
AGREEMENT PURSUANT TO SECTION 8.1, THIS AGREEMENT (OTHER THAN SECTIONS 4.3(C)
AND 4.3(D), THIS ARTICLE VIII AND SECTIONS 10.1, 10.2, 10.3, 10.4, 10.5, 10.7
AND 10.8, WHICH SHALL REMAIN IN FULL FORCE AND EFFECT) SHALL FORTHWITH BECOME
NULL AND VOID, AND NO PARTY HERETO (NOR ANY OF THEIR RESPECTIVE AFFILIATES,
DIRECTORS, OFFICERS OR EMPLOYEES) SHALL HAVE ANY LIABILITY OR FURTHER
OBLIGATION, EXCEPT AS PROVIDED IN THIS ARTICLE VIII; PROVIDED, HOWEVER, THAT
NOTHING IN THIS SECTION 8.2 SHALL (SUBJECT TO THE LIMITATIONS IN SECTION 8.1(D))
RELIEVE ANY PARTY FROM LIABILITY FOR ANY BREACH OF THIS AGREEMENT PRIOR TO
TERMINATION. A TERMINATION OF THIS AGREEMENT SHALL NOT TERMINATE THE LOCAL
MARKETING AGREEMENT NOR AFFECT THE PARTIES RIGHTS AND OBLIGATIONS THEREUNDER.
8.3
SPECIFIC PERFORMANCE.
IN THE EVENT OF FAILURE OR THREATENED
FAILURE BY EITHER PARTY TO COMPLY WITH THE TERMS OF THIS AGREEMENT, THE OTHER
PARTY SHALL BE ENTITLED TO AN INJUNCTION RESTRAINING SUCH FAILURE OR THREATENED
FAILURE AND, SUBJECT TO OBTAINING ANY NECESSARY FCC CONSENT, TO ENFORCEMENT OF
THIS AGREEMENT BY A DECREE OF SPECIFIC PERFORMANCE REQUIRING COMPLIANCE WITH
THIS AGREEMENT; PROVIDED, HOWEVER, THAT, IF PRIOR TO CLOSING SELLER TERMINATES
THIS AGREEMENT PURSUANT TO SECTION 8.1(A)(I), THEN SELLER'S SOLE REMEDY SHALL BE
TERMINATION OF THIS AGREEMENT, RECEIPT OF THE LIQUIDATED DAMAGES AND THE PAYMENT
OF ANY ATTORNEY'S FEES PURSUANT TO SECTION 8.1(D), EXCEPT FOR ANY FAILURE BY
BUYER TO COMPLY WITH ITS OBLIGATIONS RELATED TO CONFIDENTIALITY, AS TO WHICH
SELLER SHALL BE ENTITLED TO ALL AVAILABLE RIGHTS AND REMEDIES, INCLUDING WITHOUT
LIMITATION SPECIFIC PERFORMANCE. THE PARTIES ACKNOWLEDGE THAT THE STATIONS ARE
UNIQUE PROPERTIES AS TO WHICH AN ADEQUATE REMEDY AT LAW MAY NOT EXIST. EACH
PARTY WAIVES ANY REQUIREMENT THAT THE OTHER PARTY POST A BOND OR OTHER SECURITY
IN CONNECTION WITH PURSUING
31
EQUITABLE OR INJUNCTIVE RELIEF UNDER THIS AGREEMENT. AS A CONDITION TO SEEKING
SPECIFIC PERFORMANCE OF SELLER'S OBLIGATION TO CONSUMMATE THE ASSIGNMENT OF THE
STATION ASSETS TO BUYER, BUYER SHALL NOT BE REQUIRED TO HAVE TENDERED THE
PURCHASE PRICE, BUT SHALL BE READY, WILLING AND ABLE TO DO SO.
ARTICLE IX
TAX MATTERS
9.1
BULK SALES.
SELLER AND BUYER HEREBY WAIVE COMPLIANCE WITH THE
PROVISIONS OF ANY APPLICABLE BULK SALES LAW AND NO REPRESENTATION, WARRANTY OR
COVENANT CONTAINED IN THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN BREACHED AS A
RESULT OF SUCH NON-COMPLIANCE.
9.2
TRANSFER TAXES.
TRANSFER TAXES ARISING OUT OF OR IN CONNECTION
WITH THE TRANSACTIONS EFFECTED PURSUANT TO THIS AGREEMENT SHALL BE PAID BOTH
EQUALLY BY BUYER AND SELLER. THE PARTY WITH PRIMARY RESPONSIBILITY UNDER
APPLICABLE LAW FOR THE PAYMENT OF ANY PARTICULAR TRANSFER TAX SHALL PREPARE AND
FILE THE RELEVANT TAX RETURN AND NOTIFY THE OTHER PARTY IN WRITING OF THE
TRANSFER TAXES SHOWN ON SUCH TAX RETURN. SUCH OTHER PARTY SHALL PAY AN AMOUNT
EQUAL TO ONE-HALF OF THE AMOUNT OF SUCH TRANSFER TAXES SHOWN ON SUCH TAX RETURN
IN IMMEDIATELY AVAILABLE FUNDS NO LATER THAN THE DATE THAT IS THE LATER OF