Common use of Risk of Loss; Damage to Facilities Clause in Contracts

Risk of Loss; Damage to Facilities. (a) The risk of loss or damage to the Purchased Assets shall be on the Equity Entities prior to the Closing and thereafter shall be on Buyer. If any material portion of the Purchased Assets is destroyed or damaged on or prior to the Closing (the “Damaged Assets”), the Equity Entities shall give written notice to Buyer as soon as practicable thereafter, but in any event within five (5) calendar days of discovery of such damage or destruction. Such written notice shall include a specification of the amount of insurance, if any, covering such Damaged Assets and the amount, if any, which the Equity Entities are otherwise entitled to receive as a consequence of such damage or destruction. Prior to the Closing, Buyer shall have the option, which shall be exercised by written notice to the Equity Entities within twenty (20) calendar days after receipt of the Equity Entities’ notice (or if there are not twenty (20) calendar days prior to the Closing Date, as soon as practicable prior to the Closing Date) of (a) accepting the Damaged Assets in their destroyed or damaged condition, in which event Buyer shall be entitled to the proceeds of any insurance or other proceeds payable with respect to the Damaged Assets, or the cash equivalent thereof, and to indemnification for any uninsured portion of such loss pursuant to Section 9.1, and the full Purchase Price shall be paid for the Purchased Assets including the Damaged Assets, (b) excluding the Damaged Assets from this Agreement, in which event the Purchase Price shall be reduced by the amount allocated the Damaged Assets as mutually agreed between the parties, (c) terminating this Agreement, or (d) requiring the Equity Entities to use their insurance proceeds to repair or replace the Damaged Assets; provided, however, that if such repair or replacement cannot be completed prior to the scheduled Closing Date, the Buyer may elect to postpone the Closing Date for such time as is necessary for the completion of such repair or replacement without regard to the date specified in Section 10.1(a)(viii). In the event that the Closing Date is postponed pursuant to this Section 11.12 beyond the date specified in Section 10.1(a)(viii), the parties shall amend the Transfer Application to request an extension of the date of Closing. (b) The Equity Entities shall give prompt written notice to Buyer if a Specified Event occurs. If a Specified Event occurs, Buyer may, at its option, terminate this Agreement by providing written notice thereof to the Equity Entities not more than ten (10) days after receipt of the Equity Entities’ notice. If Buyer elects not to terminate this Agreement or fails to give written notice within such ten (10) day period, Buyer shall have no further right to terminate this Agreement in respect of such Specified Event, and the remaining provisions of this Agreement shall govern. A “Specified Event” means, (i) with respect to KPOU, the interruption of its broadcast transmission in the normal and usual manner for a period of (a) thirty six (36) or more consecutive hours if such interruption results in a loss of cable carriage of more than ten percent (10%), or (b) seventy two (72) or more consecutive hours, (ii) with respect to each of KPOU LP, KXXX XX and KUNP LP, the interruption of such Station’s broadcast transmission in the normal and usual manner for a period of one hundred sixty eight (168) or more consecutive hours, and (iii) for any of the Stations, broadcasting at a reduced power level, which reduction is reasonably likely to materially and adversely affect the operations and business of such Station.

Risk of Loss; Damage to Facilities. (a) The Risk of Loss. Subject to the TBA, the risk of loss or damage to the Purchased Assets shall be on the Equity Emmis ------------ Entities prior to the Closing Date and thereafter shall be on Buyer. If Notwithstanding anything in this Agreement to the contrary, including, without limitation, Section 9.1, if any material portion of the Purchased Assets is damaged or destroyed or damaged on or prior to the ----------- Closing Date (any such event being referred to as an “Event of Loss”) and such Event of Loss shall materially affect the “Damaged Assets”)operations of the Station, and repair or replacement cannot be accomplished by the scheduled Closing Date, but can be accomplished within sixty (60) days after that date, the Equity Emmis Entities shall give written notice may postpone the Closing Date for that 60-day period in order to Buyer as soon as practicable thereafterundertake such repair or replacement; if, but in any event however, the repair or replacement cannot be accomplished within five (5) calendar days of discovery of such damage or destruction. Such written notice shall include a specification of the amount of insurance, if any, covering such Damaged Assets and the amount, if any, which the Equity Entities are otherwise entitled to receive as a consequence of such damage or destruction. Prior to the Closingthat 60-day period, Buyer shall have the option, which shall be exercised may elect by written notice to the Equity Emmis Entities within twenty (20) calendar days after receipt Buyer has received notice that any Event of the Equity Entities’ notice Loss has occurred: (or if there are not twenty (20i) calendar days prior to consummate the Closing Date, as soon as practicable prior to on the scheduled Closing Date) of (a) accepting the Damaged Assets in their destroyed or damaged condition, in which event Buyer shall be entitled to the proceeds of any insurance or other proceeds payable with respect to the Damaged Assets, or the cash equivalent thereof, Date and to indemnification for any uninsured portion of such loss pursuant to Section 9.1, and the full Purchase Price shall be paid for accept all the Purchased Assets including the Damaged Assets, (b) excluding the Damaged Assets from this Agreementas is, in which event the Emmis Entities shall reduce the Purchase Price shall be reduced by as necessary to reflect the amount allocated the Damaged Assets as mutually agreed between the parties, (c) terminating this Agreement, or (d) requiring the Equity Entities to use their insurance proceeds full cost to repair or replace the Damaged Assets; provided, however, that if such repair property which is the subject of the Event of Loss (less amounts due to the assigning party for repairs or replacement cannot be completed replacements of the property prior to the scheduled Closing Date, Closing); or (ii) to terminate this Agreement without liability on the Buyer may elect to postpone part of the Closing Date for such time as is necessary for the completion of such repair Emmis Entities or replacement without regard to the date specified in Section 10.1(a)(viii). In the event that Buyer. (iii) If the Closing Date is postponed pursuant to this Section 11.12 11.13(a) beyond the date time specified in Section 10.1(a)(viii---------------- -------- 10.1(a)(vii), the parties shall amend their application to the Transfer Application FCC to request an extension of the date ------------ of Closing. (b) The Equity Entities shall give prompt written notice to Buyer if a Specified Event occurs. If a Specified Event occurs, Buyer may, at its option, terminate this Agreement by providing written notice thereof to the Equity Entities not more than ten (10) days after receipt of the Equity Entities’ notice. If Buyer elects not to terminate this Agreement or fails to give written notice within such ten (10) day period, Buyer shall have no further right to terminate this Agreement in respect of such Specified Event, and the remaining provisions of this Agreement shall govern. A “Specified Event” means, (i) with respect to KPOU, the interruption of its broadcast transmission in the normal and usual manner for a period of (a) thirty six (36) or more consecutive hours if such interruption results in a loss of cable carriage of more than ten percent (10%), or (b) seventy two (72) or more consecutive hours, (ii) with respect to each of KPOU LP, KXXX XX and KUNP LP, the interruption of such Station’s broadcast transmission in the normal and usual manner for a period of one hundred sixty eight (168) or more consecutive hours, and (iii) for any of the Stations, broadcasting at a reduced power level, which reduction is reasonably likely to materially and adversely affect the operations and business of such Station.

Risk of Loss; Damage to Facilities. (a) The Subject to the TBA, the risk of loss or damage to the Purchased Assets shall be on the Equity Xxxxxx Entities prior to the Closing and thereafter shall be on Buyer. If Notwithstanding anything in this Agreement to the contrary, including, without limitation, Section 9.1, if any material portion of the Purchased Assets is destroyed or damaged on or prior to the Closing (the “Damaged Assets”), the Equity Xxxxxx Entities shall give written notice to Buyer as soon as practicable thereafter, but in any event within five (5) calendar days of discovery of such damage or destruction. Such written notice The Xxxxxx Entities shall include a specification of the amount of insurance, if any, covering such Damaged Assets and the amount, if any, which the Equity Entities are otherwise entitled to receive as a consequence of such damage or destruction. Prior to the Closing, Buyer shall have the option, which shall be exercised by written notice to the Equity Entities within twenty (20) calendar days after receipt of the Equity Entities’ notice (or if there are not twenty (20) calendar days prior to the Closing Date, as soon as practicable prior to the Closing Date) of (a) accepting the Damaged Assets in their destroyed or damaged condition, in which event Buyer shall be entitled to the proceeds of any insurance or other proceeds payable with respect to the Damaged Assets, or the cash equivalent thereof, and to indemnification for any uninsured portion of such loss pursuant to Section 9.1, and the full Purchase Price shall be paid for the Purchased Assets including the Damaged Assets, (b) excluding the Damaged Assets from this Agreement, in which event the Purchase Price shall be reduced by the amount allocated the Damaged Assets as mutually agreed between the parties, (c) terminating this Agreement, or (d) requiring the Equity Entities to use their insurance proceeds to promptly repair or replace the Damaged Assets; provided, however, that if such repair or replacement cannot be completed prior to the scheduled Closing Date, the Buyer may elect to parties shall postpone the Closing Date for such time as is reasonably necessary for the completion of such repair or replacement without regard to the date specified in Section 10.1(a)(viii10.1(a)(vii); provided, further, that the Xxxxxx Entities shall not be obligated to expend in the aggregate in excess of One Million Dollars ($1,000,000) (the “Damaged Asset Cap”) to effect such repair or replacement. If the aggregate amount of the repair or replacement cost of the Damaged Assets exceeds the Damaged Asset Cap, the Xxxxxx Entities may elect not to repair or replace the Damaged Assets and shall promptly notify Buyer of such election. In such event, Buyer shall have the option, which shall be exercised by written notice to the Xxxxxx Entities within twenty (20) calendar days after receipt of the Xxxxxx Entities’ notice or if there are not twenty (20) calendar days prior to the Closing Date, as soon as practicable prior to the Closing Date, of (a) accepting the Damaged Assets in their destroyed or damaged condition, in which event Buyer shall be entitled to receive a reduction in the Purchase Price at Closing equal to One Million Dollars ($1,000,000), or (b) terminating this Agreement. In the event that the Closing Date is postponed pursuant to this Section 11.12 beyond the date specified in Section 10.1(a)(viii10.1(a)(vii), the parties shall amend the Transfer Application to request an extension of the date of Closing. (b) The Equity Xxxxxx Entities shall give prompt written notice to Buyer if a Specified Event occurs. If a Specified Event occurs, Buyer may, at its option, terminate this Agreement by providing written notice thereof to the Equity Entities not more than ten (10) days after receipt of the Equity Entities’ notice. If Buyer elects not to terminate this Agreement or fails to give written notice within such ten (10) day period, Buyer shall have no further right to terminate this Agreement in respect of such Specified Event, and the remaining provisions of this Agreement shall govern. A “Specified Event” means, (i) with respect to KPOU, means the interruption of its the broadcast transmission in the normal and usual manner of any of the Stations (other than any interruption resulting from Buyer’s actions under the TBA or Buyer’s failure to perform or discharge its obligations as required by the TBA) for (i) a period of five (a) thirty six (365) or more consecutive hours if such interruption results in a loss of cable carriage of more than ten percent (10%), days or (bii) seventy two fourteen (7214) or more periods of 24 consecutive hours. If a Specified Event occurs, then the Xxxxxx Entities shall, at their expense (ii) with respect to each of KPOU LP, KXXX XX and KUNP LP, the interruption of such Station’s broadcast transmission except as provided in the normal and usual manner for a period last sentence of one hundred sixty eight this paragraph 11.12(b)), promptly remedy the condition(s) giving rise to the Specified Event within five (1685) or more consecutive hours, and (iii) for any Business Days following the occurrence of the StationsSpecified Event. If the Xxxxxx Entities do not remedy such conditions within such five (5) Business Days, broadcasting at a reduced power levelBuyer may terminate this Agreement. Buyer shall exercise its best efforts, which reduction is reasonably likely including making its Station employees available to materially the Xxxxxx Entities, to assist and adversely affect cooperate with the operations and business Xxxxxx Entities in effecting the remedy of such Stationthe condition(s) giving rise to the Specified Event.

Risk of Loss; Damage to Facilities. (a) The risk of loss or damage to ---------------------------------- any of the Purchased Metroplex Assets shall be on the Equity Entities Metroplex prior to the Closing Date and thereafter shall be on BuyerTexas Sub. If any material portion of the Purchased Metroplex Assets is damaged or destroyed or damaged on or prior to the Closing Date (the “Damaged Assets”any such event being referred to as an "Event of Loss"), Metroplex, as the Equity Entities case may be, at its expense, shall give written notice use reasonable efforts to Buyer replace or repair the item with comparable property of like value and quality as soon as practicable thereafter, but in any event within five (5) calendar days of discovery of such damage or destruction. Such written notice shall include a specification of the amount of insurance, if any, covering such Damaged Assets and the amount, if any, which the Equity Entities are otherwise entitled to receive as a consequence of such damage or destruction. Prior to the Closing, Buyer shall have the option, which shall be exercised by written notice to the Equity Entities within twenty (20) calendar days after receipt of the Equity Entities’ notice (or if there are not twenty (20) calendar days prior to before the Closing Date, as soon as practicable prior to . If any Event of Loss shall materially affect the Closing Date) operations of (a) accepting the Damaged Assets in their destroyed or damaged condition, in which event Buyer shall be entitled to the proceeds of any insurance or other proceeds payable with respect to the Damaged Assets, Metroplex Business or the cash equivalent thereof, and to indemnification for any uninsured portion of such loss pursuant to Section 9.1, and the full Purchase Price shall be paid for the Purchased Assets including the Damaged Assets, (b) excluding the Damaged Assets from this Agreement, in which event the Purchase Price shall be reduced by the amount allocated the Damaged Assets as mutually agreed between the parties, (c) terminating this Agreement, or (d) requiring the Equity Entities to use their insurance proceeds to repair or replace the Damaged Assets; provided, however, that if such repair or replacement cannot be completed prior to accomplished by the scheduled Closing DateDate but can be accomplished within 60 days after that date, the Buyer Closing Date shall be postponed for that 60-day period; if, however, the repair or replacement cannot be accomplished within that 60-day period, the unaffected party may elect by written notice to the affected party within 20 days after the unaffected party has received notice that any Event of Loss has occurred: (a) To postpone the Closing Date for such time as is necessary for the completion of such repair or replacement without regard to the date specified in Section 10.1(a)(viii). In the event that the Closing Date is postponed pursuant to this Section 11.12 a period not more than 120 days beyond the date specified in Section 10.1(a)(viii)10.1, until such time as the parties shall amend Metroplex Assets which are the Transfer Application to request an extension subject of the date Event of Closing.Loss have been substantially restored to their condition immediately prior to the Event of Loss; (b) The Equity Entities To consummate the Closing on the scheduled Closing Date and accept all of the Metroplex Assets as is, in which event the affected party shall give prompt written notice assign to Buyer if a Specified the Company at the Closing all of its rights under any insurance policies and to all insurance proceeds covering that Event occurs. If a Specified Event occursof Loss, Buyer mayincluding property damage, at its option, loss of income and continuing expenses (less amounts due to the affected party for repairs or replacements of the property prior to the Closing); or (c) To terminate this Agreement by providing written notice thereof to without liability on the Equity Entities not more than ten (10) days after receipt part of Metroplex or the Equity Entities’ notice. If Buyer elects not to terminate this Agreement or fails to give written notice within such ten (10) day period, Buyer shall have no further right to terminate this Agreement in respect of such Specified Event, and the remaining provisions of this Agreement shall govern. A “Specified Event” means, (i) with respect to KPOU, the interruption of its broadcast transmission in the normal and usual manner for a period of (a) thirty six (36) or more consecutive hours if such interruption results in a loss of cable carriage of more than ten percent (10%), or (b) seventy two (72) or more consecutive hours, (ii) with respect to each of KPOU LP, KXXX XX and KUNP LP, the interruption of such Station’s broadcast transmission in the normal and usual manner for a period of one hundred sixty eight (168) or more consecutive hours, and (iii) for any of the Stations, broadcasting at a reduced power level, which reduction is reasonably likely to materially and adversely affect the operations and business of such StationCompany.

Risk of Loss; Damage to Facilities. (a) The risk of loss or damage to any of the Purchased Assets shall be on the Equity Entities Seller prior to the Closing Date and thereafter shall be on Buyer. If any material portion of the Purchased Assets is damaged or destroyed or damaged on or prior to the Closing Date (the “Damaged Assets”any such event being referred to as an "Event of Loss"), Seller, at its expense, shall use reasonable efforts to replace or repair the Equity Entities shall give written notice to Buyer item with comparable property of like value or quality as soon as practicable thereafter, but in any event within five (5) calendar days of discovery of such damage or destruction. Such written notice shall include a specification of the amount of insurance, if any, covering such Damaged Assets and the amount, if any, which the Equity Entities are otherwise entitled to receive as a consequence of such damage or destruction. Prior to the Closing, Buyer shall have the option, which shall be exercised by written notice to the Equity Entities within twenty (20) calendar days after receipt of the Equity Entities’ notice (or if there are not twenty (20) calendar days prior to before the Closing Date, as soon as practicable prior to . If any Event of Loss shall materially affect the Closing Date) operations of (a) accepting the Damaged Assets in their destroyed or damaged condition, in which event Buyer shall be entitled to the proceeds of any insurance or other proceeds payable with respect to the Damaged Assets, or the cash equivalent thereof, Station and to indemnification for any uninsured portion of such loss pursuant to Section 9.1, and the full Purchase Price shall be paid for the Purchased Assets including the Damaged Assets, (b) excluding the Damaged Assets from this Agreement, in which event the Purchase Price shall be reduced by the amount allocated the Damaged Assets as mutually agreed between the parties, (c) terminating this Agreement, or (d) requiring the Equity Entities to use their insurance proceeds to repair or replace the Damaged Assets; provided, however, that if such repair or replacement cannot be completed accomplished by the scheduled Closing Date but can be accomplished within sixty (60) days after that date, the Closing Date shall be postponed for that 60-day period; if, however, the repair or replacement cannot be accomplished within that sixty (60) day period, Buyer may elect by written notice to Seller within twenty (20) days after Buyer has received notice that any Event of Loss has occurred: (a) To postpone the Closing for a period not more than one hundred twenty (120) days beyond the Closing Date specified in Section 1.3, until such time as the Purchased Assets which are the subject of the Event of Loss have been substantially restored to their condition immediately prior to the scheduled Closing Date, the Buyer may elect to postpone the Closing Date for such time as is necessary for the completion Event of such repair or replacement without regard to the date specified in Section 10.1(a)(viii). In the event that the Closing Date is postponed pursuant to this Section 11.12 beyond the date specified in Section 10.1(a)(viii), the parties shall amend the Transfer Application to request an extension of the date of Closing.Loss; (b) The Equity Entities To consummate the Closing on the scheduled Closing Date and accept all of the Purchased Assets as is, in which event Seller shall give prompt written notice assign to Buyer if a Specified at the Closing all of its rights under any insurance policies and to all insurance proceeds covering the Event occurs. If a Specified Event occurs, Buyer may, at its option, of Loss (less amounts due to Seller for repairs or replacements of the property prior to the Closing); or (c) To terminate this Agreement without liability on the part of Seller or Buyer. If any damage to the Purchased Assets would require that the Station be taken off the air for a period exceeding seven (7) calendar days, Seller shall promptly notify Buyer in writing. In that event, Buyer may elect by providing written notice thereof by Buyer to the Equity Entities not more than Seller given within ten (10) days after receipt the date of the Equity Entities’ notice. If Buyer elects not such notice from Seller (i) to terminate this Agreement without liability on the part of Seller or fails to give written notice within such ten (10) day period, Buyer shall have no further right to terminate this Agreement in respect of such Specified Event, and the remaining provisions of this Agreement shall govern. A “Specified Event” means, (i) with respect to KPOU, the interruption of its broadcast transmission in the normal and usual manner for a period of (a) thirty six (36) or more consecutive hours if such interruption results in a loss of cable carriage of more than ten percent (10%), or (b) seventy two (72) or more consecutive hoursBuyer, (ii) with respect to each of KPOU LP, KXXX XX and KUNP LP, postpone the interruption of such Station’s broadcast transmission Closing as provided in the normal and usual manner for a period of one hundred sixty eight (168Section 10.15(a) or more consecutive hours, and (iii) for any to consummate the Closing as provided in Section 10.15(b). If the Closing Date is postponed beyond the time specified in Section 1.3, the parties shall file with the FCC a request to extend the effective period of the Stations, broadcasting at a reduced power level, which reduction is reasonably likely to materially and adversely affect the operations and business of such StationFCC Consent.