HAS NOT BEEN WAIVED BY THE PARTY GIVING
SUCH TERMINATION NOTICE;
(II)
IF THERE SHALL BE ANY LAW THAT PROHIBITS CONSUMMATION OF THE SALE
OF THE STATIONS OR IF A GOVERNMENTAL AUTHORITY OF COMPETENT JURISDICTION SHALL
HAVE ISSUED A FINAL, NONAPPEALABLE GOVERNMENT ORDER ENJOINING OR OTHERWISE
PROHIBITING CONSUMMATION OF THE SALE OF THE STATIONS;
(III)
IF THE FCC DENIES THE FCC APPLICATION; OR
(IV)
IF THE CLOSING HAS NOT OCCURRED BY THE DATE THAT IS 18 MONTHS FROM
THE DATE OF THIS AGREEMENT (THE "UPSET DATE").
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(B)
THIS AGREEMENT MAY BE TERMINATED PRIOR TO CLOSING BY MUTUAL
WRITTEN CONSENT OF BUYER AND SELLER.
(C)
IF EITHER PARTY BELIEVES THE OTHER TO BE IN BREACH OR DEFAULT OF
THIS AGREEMENT, THE NON-DEFAULTING PARTY SHALL, PRIOR TO EXERCISING ITS RIGHT TO
TERMINATE UNDER SECTION 8.1(A)(I), PROVIDE THE DEFAULTING PARTY WITH NOTICE
SPECIFYING IN REASONABLE DETAIL THE NATURE OF SUCH BREACH OR DEFAULT.
EXCEPT
FOR A FAILURE TO PAY THE PURCHASE PRICE, THE DEFAULTING PARTY SHALL HAVE 20 DAYS
FROM RECEIPT OF SUCH NOTICE TO CURE SUCH DEFAULT; PROVIDED, HOWEVER, THAT IF THE
BREACH OR DEFAULT IS INCAPABLE OF CURE WITHIN SUCH 20-DAY PERIOD, THE CURE
PERIOD SHALL BE EXTENDED, AS LONG AS THE DEFAULTING PARTY IS DILIGENTLY AND IN
GOOD FAITH ATTEMPTING TO EFFECTUATE A CURE, PROVIDED THAT IN NO EVENT SHALL SUCH
CURE PERIOD EXTEND BEYOND THE DATE WHICH WOULD OTHERWISE HAVE BEEN THE CLOSING
DATE IN THE ABSENCE OF SUCH BREACH OR DEFAULT.
NOTHING IN THIS SECTION 8.1(C)
SHALL BE INTERPRETED TO EXTEND THE UPSET DATE.
(D)
IF THIS AGREEMENT IS TERMINATED BY SELLER PURSUANT TO SECTION
8.1(A)(I), THEN SELLER SHALL BE ENTITLED TO AN AMOUNT EQUAL TO 10% OF THE
PURCHASE PRICE AS LIQUIDATED DAMAGES.
IF BUYER CONTESTS SELLER'S RIGHT TO
LIQUIDATED DAMAGES, THEN THE PREVAILING PARTY IN ANY ACTION INITIATED BY SELLER
TO ENFORCE ITS RIGHTS TO LIQUIDATED DAMAGES SHALL BE ENTITLED TO PAYMENT BY THE
OTHER PARTY OF THE REASONABLE ATTORNEYS' FEES INCURRED BY THE PREVAILING PARTY
IN SUCH ACTION.
THE PARTIES UNDERSTAND AND AGREE THAT THE AMOUNT OF LIQUIDATED
DAMAGES REPRESENTS SELLER'S AND BUYER'S REASONABLE ESTIMATE OF ACTUAL DAMAGES
AND DOES NOT CONSTITUTE A PENALTY.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT TO THE CONTRARY, IN THE EVENT THAT SELLER TERMINATES THIS AGREEMENT
PURSUANT TO SECTION 8.1(A)(I), THE PAYMENT OF 10% OF THE PURCHASE PRICE,
TOGETHER WITH ANY ATTORNEYS' FEES PURSUANT TO THIS SECTION 8.1(D), SHALL BE
SELLER'S SOLE AND EXCLUSIVE REMEDY FOR DAMAGES OF ANY NATURE OR KIND THAT SELLER
MAY SUFFER AS A RESULT OF BUYER'S BREACH OR DEFAULT UNDER THIS AGREEMENT.
8.2
Effect of 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