Environmental Site Assessment. 6.15.1 Within sixty (60) days of the execution of this Agreement, Buyer may obtain Phase I Environmental Assessments at Buyer's expense for any or all of the parcels of the Owned or Leased Real Property set forth on Schedule 6.15 (the "Environmental Assessments"). In the event any Environmental Assessment discloses any conditions contrary to any representations and warranties (determined without regard to any Knowledge qualifier therein) or any potential that such conditions may exist, the Buyer may conduct or have conducted at its expense additional testing to confirm or negate the existence of any such conditions. If any such Environmental Assessment or additional testing reflects the existence of any such conditions at any Owned Real Property or, to the extent caused by any of the Assets, at any of the Leased Real Property, and if, and only if, the cost of remediation, when aggregated with costs or remediation as to the Kansas City Stations, exceeds One Hundred Thousand Dollars ($100,000.00), in the aggregate for all parcels of the Real Property to be conveyed by Sellers hereunder and the Kansas City Sellers pursuant to the Kansas City Agreement shall cause the conditions to be remedied as quickly as possible (and in all events prior to Closing for any Radio Group for which such property is used in the operation of any Station in such Radio Group) such that no conditions contrary to the representations and warranties (determined with regard to any knowledge qualifier contained therein) of this Agreement exist; provided, however, that Sellers shall not be obligated to expend in the aggregate for all parcels of the Real Property of Stations and the Kansas City Stations in excess of Three Million Dollars ($3,000,000.00) to effect such remediation for all Real Property to be conveyed hereunder and under the Kansas City Agreement. In the event that such remedial action(s) does cost in the aggregate in excess of Three Million Dollars ($3,000,000.00), Sellers may elect not to take such remedial action. In such event, Buyer may require Sellers to proceed to the Closing of the Stations or of one or more Radio Groups, as the case may be, and at any such Closing, the purchase price for any of the Stations acquired at such Closing shall be reduced by the estimated cost of remediation for that portion of the Owned Real Property to be acquired at such Closing, not to exceed in the aggregate for all Closings the Unexpended Remediation Amount. Alternatively, Buyer may terminate this Agreement, and Sellers shall have no liability to Buyer as a result of such termination. Such Environmental Assessments shall not relieve Sellers of any obligation with respect to any representation, warranty, or covenant of Sellers in this Agreement or waive any condition to Buyer's obligations under this Agreement. The cost of completing the Environmental Assessments shall be paid by Buyer. 6.15.2 Nothing in this Section 6.15 shall be deemed to extend the date on which any Closing would otherwise occur under this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Entercom Communications Corp), Asset Purchase Agreement (Sinclair Broadcast Group Inc)
Environmental Site Assessment. 6.15.1 Within sixty (60) days of the execution of this Agreement, Buyer may obtain Phase I Environmental Assessments at Buyer's expense for any or all of the parcels of the Owned or Leased Real Property set forth on Schedule 6.15 (the "Environmental Assessments"). In the event any Environmental Assessment discloses any conditions contrary to any representations and warranties (determined without regard to any Knowledge qualifier therein) or any potential that such conditions may exist, the Buyer may conduct or have conducted at its expense additional testing to confirm or negate the existence of any such conditions. If any such Environmental Assessment or additional testing reflects the existence of any such conditions at any Owned Real Property or, to the extent caused by any of the Assets, at any of the Leased Real Property, and if, and only if, the cost of remediation, when aggregated with costs or remediation as to the Kansas City Stations, exceeds One Hundred Thousand Dollars ($100,000.00), in the aggregate for all parcels of the Real Property to be conveyed by Property, Sellers hereunder and the Kansas City Sellers pursuant to the Kansas City Agreement shall cause the conditions to be remedied as quickly as possible (and in all events prior to Closing for any Radio Group for which such property is used in the operation of any Station in such Radio Group) such that no conditions contrary to the representations and warranties (determined with regard to any knowledge qualifier contained therein) of this Agreement exist; provided, however, that Sellers shall not be obligated to expend in the aggregate for all parcels of the Real Property of Stations and the Kansas City Stations in excess of Three Million Dollars ($3,000,000.00) to effect such remediation for all Real Property to be conveyed hereunder and under the Kansas City Agreementhereunder. In the event that such remedial action(s) does cost in the aggregate in excess of Three Million Dollars ($3,000,000.00), Sellers may elect not to take such remedial action. In such event, Buyer may require Sellers to proceed to the Closing of the Stations or of one or more Radio Groups, as the case may be, and at any such Closing, the purchase price for any of the Stations acquired at such Closing shall be reduced by the estimated cost of remediation for that portion of the Owned Real Property to be acquired at such Closing, not to exceed in the aggregate for all Closings the Unexpended Remediation Amount. Alternatively, Buyer may terminate this Agreement, and Sellers shall have no liability to Buyer as a result of such termination. Such Environmental Assessments shall not relieve Sellers of any obligation with respect to any representation, warranty, or covenant of Sellers in this Agreement or waive any condition to Buyer's obligations under this Agreement. The cost of completing the Environmental Assessments shall be paid by Buyer.
6.15.2 Nothing in this Section 6.15 shall be deemed to extend the date on which any Closing would otherwise occur under this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Sinclair Broadcast Group Inc)
Environmental Site Assessment. 6.15.1 Within sixty (60) days of the execution of this Agreement, Buyer may obtain Phase I Environmental Assessments at Buyer's expense for any or all of the parcels of the Owned or Leased Real Property set forth on Schedule 6.15 (the "Environmental Assessments"). In the event any Environmental Assessment discloses any conditions contrary to any representations and warranties (determined without regard to any Knowledge qualifier therein) or any potential that such conditions may exist, the Buyer may conduct or have conducted at its expense additional testing to confirm or negate the existence of any such conditions. If any such Environmental Assessment or additional testing reflects the existence of any such conditions at any Owned Real Property or, to the extent caused by any of the Assets, at any of the Leased Real Property, and if, and only if, the cost of remediation, when aggregated with costs or of remediation as to the Kansas City Multi-Stations, exceeds One Hundred Thousand Dollars ($100,000.00), in the aggregate for all parcels of the Real Property to be conveyed by Sellers hereunder and by the Kansas City Multi-Stations Sellers pursuant to the Kansas City Agreement Multi-Stations Agreement, Sellers shall cause the conditions to be remedied as quickly as possible (and in all events prior to Closing for any Radio Group for which such property is used in the operation of any Station in such Radio Groupthe Stations) such that no conditions contrary to the representations and warranties (determined with regard to any knowledge qualifier contained therein) of this Agreement exist; provided, however, that Sellers shall not be obligated to expend in the aggregate for all parcels of the Real Property of Stations and the Kansas City Multi-Stations in excess of Three Million Dollars ($3,000,000.00) to effect such remediation for all Real Property to be conveyed hereunder and under the Kansas City Agreement. In the event that such remedial action(s) does cost in the aggregate in excess of Three Million Dollars ($3,000,000.00), Sellers may elect not to take such remedial action. In such event, Buyer may require Sellers to proceed to the Closing of the Stations or of one or more Radio Groups, as the case may be, and at any such Closing, the purchase price for any of the Stations acquired at such Closing shall be reduced by the estimated cost of remediation for that portion of the Owned Real Property to be acquired at such Closing, not to exceed in the aggregate for all Closings the Unexpended Remediation Amount. Alternatively, Buyer may terminate this Agreement, and Sellers shall have no liability to Buyer as a result of such termination. Such Environmental Assessments shall not relieve Sellers of any obligation with respect to any representation, warranty, or covenant of Sellers in this Agreement or waive any condition to Buyer's obligations under this Agreement. The cost of completing the Environmental Assessments shall be paid by Buyer.
6.15.2 Nothing in this Section 6.15 shall be deemed to extend the date on which any Closing would otherwise occur under this Agreement.Dollars
Appears in 1 contract
Samples: Asset Purchase Agreement (Entercom Communications Corp)
Environmental Site Assessment. 6.15.1 Within sixty (60) days of the execution of this Agreement, Buyer may obtain Phase I Environmental Assessments at Buyer's expense for any or all of the parcels of the Owned or Leased Real Property set forth on Schedule 6.15 (the "Environmental Assessments"). In the event any Environmental Assessment discloses any conditions contrary to any representations and warranties (determined without regard to any Knowledge qualifier therein) or any potential that such conditions may exist, the Buyer may conduct or have conducted at its expense additional testing to confirm or negate the existence of any such conditions. If any such Environmental Assessment or additional testing reflects the existence of any such conditions at any Owned Real Property or, to the extent caused by any of the Assets, at any of the Leased Real Property, and if, and only if, the cost of remediation, when aggregated with costs or of remediation as to the Kansas City Multi-Stations, exceeds One Hundred Thousand Dollars ($100,000.00), in the aggregate for all parcels of the Real Property to be conveyed by Sellers hereunder and by the Kansas City Multi-Stations Sellers pursuant to the Kansas City Agreement Multi-Stations Agreement, Sellers shall cause the conditions to be remedied as quickly as possible (and in all events prior to Closing for any Radio Group for which such property is used in the operation of any Station in such Radio Groupthe Stations) such that no conditions contrary to the representations and warranties (determined with regard to any knowledge qualifier contained therein) of this Agreement exist; provided, however, that Sellers shall not be obligated to expend in the aggregate for all parcels of the Real Property of Stations and the Kansas City Multi-Stations in excess of Three Million Dollars ($3,000,000.00) to effect such remediation for all Real Property to be conveyed hereunder and under pursuant to the Kansas City Multi-Stations Agreement. In the event that such remedial action(s) does cost in the aggregate in excess of Three Million Dollars ($3,000,000.00), Sellers may elect not to take such remedial action. In such event, Buyer may require Sellers to proceed to the Closing of the Stations or of one or more Radio Groups, as the case may beStations, and at any such the Closing, the purchase price for any of the Stations acquired at such the Closing shall be reduced by the estimated cost of remediation for that portion of the Owned Real Property to be acquired at such the Closing, not to exceed in the aggregate for all Closings the Closing the Unexpended Remediation Amount. Alternatively, Buyer may terminate this Agreement, and Sellers shall have no liability to Buyer as a result of such termination. Such Environmental Assessments shall not relieve Sellers of any obligation with respect to any representation, warranty, or covenant of Sellers in this Agreement or waive any condition to Buyer's obligations under this Agreement. The cost of completing the Environmental Assessments shall be paid by Buyer.
6.15.2 Nothing in this Section 6.15 shall be deemed to extend the date on which any the Closing would otherwise occur under this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Sinclair Broadcast Group Inc)