AGREE TO DO ANY OF THE FOREGOING;
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(XVIII)
MAKE ALL CAPITAL EXPENDITURES WITH RESPECT TO THE STATIONS IN THE
ORDINARY COURSE IN ACCORDANCE WITH PAST PRACTICES, INCLUDING THOSE RELATING TO
THE CAPITAL PROJECTS SET FORTH ON SCHEDULE 4.2; AND
(XIX)
MAKE EXPENDITURES ON MARKET RESEARCH AND PROMOTIONAL ACTIVITIES
WITH RESPECT TO THE STATIONS IN THE ORDINARY COURSE IN ACCORDANCE WITH THE PAST
PRACTICES.
(B)
CONTROL OF STATIONS.
SUBJECT TO THE PROVISIONS OF THIS SECTION
4.2, BUYER SHALL NOT, DIRECTLY OR INDIRECTLY, CONTROL, SUPERVISE OR DIRECT THE
OPERATIONS OF THE STATIONS PRIOR TO THE CLOSING.
SUCH OPERATIONS SHALL BE THE
SOLE RESPONSIBILITY OF SELLER AND SHALL BE IN ITS COMPLETE DISCRETION.
4.3
Access to Information; Inspections; Confidentiality; Publicity.
(A)
BETWEEN THE DATE HEREOF AND THE CLOSING DATE, SELLER SHALL FURNISH
BUYER WITH SUCH INFORMATION RELATING TO THE STATION ASSETS AS BUYER MAY
REASONABLY REQUEST, AT BUYER'S EXPENSE AND PROVIDED SUCH REQUEST DOES NOT
INTERFERE UNREASONABLY WITH THE BUSINESS OF THE STATIONS.
(B)
BETWEEN THE DATE HEREOF AND THE CLOSING DATE, UPON PRIOR
REASONABLE NOTICE, SELLER SHALL GIVE BUYER AND ITS REPRESENTATIVES REASONABLE
ACCESS TO THE STATION ASSETS DURING REGULAR BUSINESS HOURS.
(C)
NOTHING CONTAINED HEREIN SHOULD BE DEEMED TO NEGATE OR LIMIT THE
SELLER'S OR ANY OF ITS AFFILIATES' RIGHTS OR ANY OBLIGATIONS OF THE BUYER OR ANY
OF ITS AFFILIATES UNDER THAT CERTAIN LETTER AGREEMENT, DATED APRIL 5, 2006, BY
AND BETWEEN CBS CORPORATION AND ENTERCOM COMMUNICATIONS CORP. (THE
"CONFIDENTIALITY AGREEMENT"), WHICH IS INCORPORATED HEREIN BY REFERENCE.
(D)
NO NEWS RELEASE OR OTHER PUBLIC ANNOUNCEMENT PERTAINING TO THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WILL BE MADE BY OR ON BEHALF OF ANY
PARTY HERETO WITHOUT THE PRIOR WRITTEN APPROVAL OF THE OTHER PARTY (SUCH CONSENT
NOT TO BE UNREASONABLY CONDITIONED, WITHHELD OR DELAYED) UNLESS OTHERWISE
REQUIRED BY LAW OR ANY REGULATION OR RULE OF ANY STOCK EXCHANGE BINDING UPON
SUCH PARTY.
WHERE ANY ANNOUNCEMENT, COMMUNICATION OR CIRCULAR CONCERNING THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IS REQUIRED BY LAW OR ANY REGULATION
OR RULE OF ANY STOCK EXCHANGE, IT SHALL BE MADE BY THE RELEVANT PARTY AFTER
CONSULTATION, WHERE REASONABLY PRACTICABLE, WITH THE OTHER PARTY AND TAKING INTO
ACCOUNT THE REASONABLE REQUIREMENTS (AS TO TIMING, CONTENTS AND MANNER OF MAKING
OR DISPATCH OF THE ANNOUNCEMENT, COMMUNICATION OR CIRCULAR) OF THE OTHER PARTY.
4.4
Risk of Loss.
(A)
SELLER SHALL BEAR THE RISK OF ANY CASUALTY LOSS OR DAMAGE TO ANY
OF THE STATION ASSETS PRIOR TO THE EFFECTIVE TIME.
IN THE EVENT OF ANY CASUALTY
LOSS OR DAMAGE TO THE STATION ASSETS PRIOR TO THE EFFECTIVE TIME, SELLER SHALL
BE RESPONSIBLE FOR REPAIRING OR REPLACING (AS APPROPRIATE UNDER THE
CIRCUMSTANCES) ANY LOST OR DAMAGED STATION ASSET (THE "DAMAGED ASSET") UNLESS
SUCH DAMAGED ASSET WAS OBSOLETE AND UNNECESSARY FOR THE CONTINUED OPERATION OF
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THE STATIONS CONSISTENT WITH SELLER'S PAST PRACTICE AND THE FCC LICENSES.
IF
SELLER IS UNABLE TO REPAIR OR REPLACE A DAMAGED ASSET BY THE DATE ON WHICH THE
CLOSING WOULD OTHERWISE OCCUR UNDER THIS AGREEMENT,