(THE "TITLE COMMITMENTS") OF
THE TITLE COMPANY TO ISSUE AN ALTA TITLE INSURANCE POLICY OR POLICIES INSURING
THAT BUYER SHALL RECEIVE GOOD AND MARKETABLE FEE SIMPLE TITLE, AS THE CASE MAY
BE, TO THE OWNED REAL PROPERTY SUBJECT ONLY TO PERMITTED LIENS AND THE STANDARD
PRE-PRINTED EXCEPTIONS CONTAINED IN SUCH POLICY AND AS OTHERWISE PROVIDED FOR IN
THIS AGREEMENT (THE "TITLE POLICY").
THE APPROPRIATE SELLER SHALL EXECUTE A
TITLE AFFIDAVIT THAT SHALL BE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
SUCH SELLER AND THE TITLE COMPANY.
(B)
SURVEYS OF THE OWNED PARCELS OF REAL
PROPERTY AS OF A DATE SUBSEQUENT TO THE DATE OF THIS AGREEMENT.
(C)
A PHASE I ENVIRONMENTAL SITE ASSESSMENT
REPORT PREPARED CONSISTENT WITH ASTM STANDARD 1527-00 CONCERNING THE REAL
PROPERTY FROM AN ENVIRONMENTAL ENGINEERING FIRM RETAINED BY BUYER THAT SHALL
CONFIRM, IN A MANNER REASONABLY SATISFACTORY TO BUYER, THE NON-EXISTENCE OF ANY
HAZARDOUS MATERIALS, OTHER THAN THOSE NOT IN VIOLATION OF ANY ENVIRONMENTAL LAW,
ON OR ABOUT THE REAL PROPERTY OR ANY MATERIAL VIOLATION OF ENVIRONMENTAL LAWS.
ANY AUDIT REPORT BEYOND A PHASE I REPORT SHALL BE CONDUCTED BY BUYER ONLY WITH
THE PRIOR WRITTEN CONSENT OF SELLERS.
33
SECTION 5.04
FINANCIAL REPORTS WITHIN TWENTY-FIVE
(25) DAYS AFTER THE END OF EACH MONTH FOLLOWING THE DATE OF THIS AGREEMENT UNTIL
THE CLOSING DATE, SELLERS SHALL FURNISH BUYER WITH A COPY OF THE MONTHLY
UNAUDITED FINANCIAL REPORTS FOR THE STATION (INCLUDING BALANCE SHEET AND INCOME
STATEMENTS) FOR EACH SUCH MONTH AND THE FISCAL YEAR TO THE END OF SUCH MONTH).
ALL OF THE FOREGOING FINANCIAL STATEMENTS SHALL COMPLY WITH THE REQUIREMENTS
CONCERNING FINANCIAL STATEMENTS SET FORTH IN SECTION 3.10(B).
SECTION 5.05
EMPLOYEES.
SELLERS SHALL DELIVER TO
BUYER AN UPDATED LIST, DATED AS OF A DATE NO MORE THAN FIFTEEN (15) DAYS PRIOR
TO THE ANTICIPATED CLOSING DATE, OF ALL INDIVIDUALS EMPLOYED BY THE STATION,
INCLUDING THE NAMES, DATE OF HIRE, CURRENT RATE OF COMPENSATION, EMPLOYMENT
STATUS (I.E., ACTIVE, DISABLED, ON LEAVE AND REASON THEREFOR), DEPARTMENT,
TITLE, WHETHER COVERED BY A BARGAINING AGREEMENT AND WHETHER FULL-TIME,
PART-TIME OR PER DIEM.
SECTION 5.06
ESTOPPEL CERTIFICATES.
SELLERS SHALL
USE COMMERCIALLY REASONABLE BEST EFFORTS TO OBTAIN PROMPTLY ESTOPPEL
CERTIFICATES, IN A FORM REASONABLY ACCEPTABLE TO BUYER, EXECUTED BY EACH OF THE
LANDLORDS OF THE LEASES AND UPON THEIR RECEIPT OF ANY SUCH ESTOPPELS, SELLERS
SHALL DELIVER SUCH ESTOPPEL CERTIFICATES TO BUYER AS PROMPTLY AS PRACTICABLE BUT
IN NO EVENT LESS THAN FIVE (5) DAYS PRIOR TO THE CLOSING DATE.
SECTION 5.07
RISK OF LOSS
(A)
UPON THE OCCURRENCE PRIOR TO THE CLOSING OF
ANY CASUALTY LOSS, DAMAGE OR DESTRUCTION MATERIAL TO THE OPERATION OF THE
STATION, SELLERS SHALL PROMPTLY GIVE BUYER WRITTEN NOTICE SETTING FORTH IN
DETAIL THE EXTENT OF SUCH LOSS, DAMAGE OR DESTRUCTION AND THE CAUSE THEREOF IF
KNOWN.
SELLERS SHALL USE THEIR COMMERCIALLY REASONABLE BEST EFFORTS TO COMMENCE
PROMPTLY AND THEREAFTER TO PROCEED DILIGENTLY TO REPAIR OR REPLACE ANY SUCH
LOST, DAMAGED OR DESTROYED PROPERTY WHETHER SUCH LOSS, DAMAGE OR DESTRUCTION
OCCURS PRIOR TO, ON OR AFTER