OBSERVE, OR CAUSE TO BE DULY AND PUNCTUALLY PERFORMED OR OBSERVED, SUCH
OBLIGATION AND IT SHALL NOT BE A CONDITION TO THE OBLIGATION OF PARENT HEREUNDER
THAT BUYER SHALL FIRST MAKE DEMAND UPON, OR GIVE NOTICE TO, OR INSTITUTE
PROCEEDINGS AGAINST, SUCH SELLERS.
ARTICLE VI
COVENANTS OF BUYER
SECTION 6.01
ACCESS TO INFORMATION.
ON AND AFTER THE
CLOSING DATE, UPON REASONABLE NOTICE, BUYER WILL AFFORD PROMPTLY TO SELLERS AND
THEIR AGENTS REASONABLE ACCESS TO ITS PROPERTIES, BOOKS AND RECORDS RELATING
EXCLUSIVELY TO ANY PERIOD ENDING ON OR BEFORE THE CLOSING DATE AND TO EMPLOYEES
OF BUYER TO THE EXTENT NECESSARY TO ESTABLISH FACTS RELATED TO SUCH PERIOD.
SECTION 6.02
OTHER AGREEMENTS.
BUYER AGREES TO
DIVEST (I) A RADIO STATION IF AND AS REQUIRED BY THE FCC IN ORDER TO COMPLY WITH
THE FCC'S RADIO-TELEVISION CROSS-OWNERSHIP RULE IF SUCH RULE REMAINS IN EFFECT
AND (II) CERTAIN TELEVISION STATION(S) AS NECESSARY TO COMPLY WITH SECTION 629
OF THE CONSOLIDATED APPROPRIATION ACT, 2004.
BUYER SHALL NOT, SUBSEQUENT TO THE
DATE OF THIS AGREEMENT, ENTER INTO ANY AGREEMENT TO ACQUIRE ANY OTHER BUSINESS
OR PROPERTY OR INTEREST THAT (A) WOULD CONFLICT WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT UNDER THE COMMUNICATIONS ACT AS THEN IN EFFECT
AND (B) WOULD REASONABLY BE EXPECTED TO HAVE THE EFFECT OF MATERIALLY DELAYING
THE RECEIPT OF THE FCC CONSENT BY REASON OF A VIOLATION OF THE COMMUNICATIONS
ACT AS THEN IN EFFECT.
ARTICLE VII
COVENANTS OF BUYER, PARENT AND SELLERS
SECTION 7.01
COMMERCIALLY REASONABLE EFFORTS; FURTHER
ASSURANCES
(A)
SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT, BUYER, PARENT AND SELLERS WILL USE THEIR COMMERCIALLY REASONABLE
EFFORTS TO TAKE, OR CAUSE TO BE TAKEN, ALL ACTIONS AND TO DO, OR CAUSE TO BE
DONE, ALL THINGS REASONABLY NECESSARY OR DESIRABLE UNDER APPLICABLE LAW TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT; PROVIDED THAT
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EXCEPT AS
SET FORTH ON DISCLOSURE SCHEDULE SECTION 4.06, NEITHER BUYER NOR ANY OF ITS
AFFILIATES SHALL BE REQUIRED TO SELL OR OTHERWISE DISPOSE OF, HOLD SEPARATE
(THROUGH THE ESTABLISHMENT OF A TRUST OR OTHERWISE), DIVEST ITSELF OF, OR LIMIT
THE OWNERSHIP OR OPERATIONS OF ALL OR ANY PORTION OF ITS BUSINESSES, ASSETS OR
OPERATIONS.
(B)
IN FURTHERANCE AND NOT IN LIMITATION OF
SECTION 7.01(A), EACH OF BUYER, PARENT AND SELLERS AGREES TO MAKE APPROPRIATE
FILINGS PURSUANT TO APPLICABLE ANTITRUST LAWS, INCLUDING A NOTIFICATION AND
REPORT FORM PURSUANT TO THE HSR ACT WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED HEREBY WITHIN TEN (10) BUSINESS DAYS AFTER THE DATE HEREOF AND TO
SUPPLY AS PROMPTLY AS PRACTICABLE ANY ADDITIONAL INFORMATION AND DOCUMENTARY
MATERIAL THAT MAY BE REQUESTED PURSUANT TO THE HSR ACT AND TO TAKE ALL OTHER
ACTIONS NECESSARY TO CAUSE THE EXPIRATION OR TERMINATION OF THE APPLICABLE
WAITING PERIODS UNDER THE HSR ACT AS SOON AS PRACTICABLE.
BUYER SHALL PAY ALL
HSR ACT FILING FEES RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY,
IRRESPECTIVE OF WHETHER THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE
CONSUMMATED.
(C)
ALSO IN FURTHERANCE AND