Common use of Environmental Report Clause in Contracts

Environmental Report. Prior to the Closing, the Company shall (i) provide to Purchaser a letter from the Nebraska Department of Environmental Quality ("DEQ") stating that no further investigation or remediation will be required by DEQ related to the two fuel oil underground storage tanks formerly located at KOLN-TV, Lincoln, Nebraska and noted in Section 4.7 of the Environmental Report related to KOLN-TV (the "Former USTs"), or (ii) cause, at its sole cost and expense, Xxxxxxxxxx Xxxxxx or such other environmental consultant as shall be reasonably acceptable to Purchaser (the "Environmental Consultant") to perform an investigation, consistent with applicable state regulations (the "Investigation"), of the area surrounding the Former USTs to determine if contamination from the Former USTs is present. In the event actionable levels of contamination related to the Former USTs are detected by such Investigation, the Stockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination in compliance with applicable state regulations (the "Remedial Action"). In the event the Stockholders do not make such election or the Remedial Action is not completed on or prior to the Closing Date, then the Purchase Price shall be reduced by the amount determined by the Environmental Consultant to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised of the status of any Investigation or Remedial Action by providing the Purchaser with Material documents and information relating to the performance of the Investigation and Remedial Action. Prior to the Closing, the Company shall further cause Xxxxxxxxxx Xxxxxx or the Environmental Consultant to visually observe the towers located in Beaver Crossing and Heartwell, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultant's costs to conduct such visual observations shall be paid equally by the Stockholders and Purchaser. Such letter report shall state that no condition exists with respect to the assets currently owned, leased, operated, or controlled by the Company or any of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the total cost of remedying any such condition reported therein. In the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition to Purchaser's reasonable satisfaction within ninety (90) days after the date of the Stockholders' receipt of the final draft of the letter report. If such condition cannot be remedied to Purchaser's reasonable satisfaction within ninety (90) days, the Purchase Price shall be reduced by the amount determined by Xxxxxxxxxx Xxxxxx or the Environmental Consultant to be reasonably necessary to remedy such condition.

Environmental Report. Prior Within sixty (60) days prior to the Closingexpiration of the Lease Term or any extension of the Lease Term, if any, Tenant shall have the Company Demised Premises thoroughly inspected by an environmental consultant reasonably acceptable to Landlord for purposes of determining whether the Demised Premises is free from all Hazardous Substances. Tenant shall deliver to Landlord a copy of the environmental consultant's report thirty (30) days prior to the expiration of the Lease Term. In the event the report discloses the existence of any Hazardous Substances, with respect to which there is required any clean-up or any other form of remediation or other response (collectively "Remediation") as a result of Hazardous Substances that are not identified in (i) provide to Purchaser a letter from the Nebraska Department of Phase I Environmental Quality ("DEQ") stating that no further investigation or remediation will be required Site Assessment Report, prepared by DEQ related to the two fuel oil underground storage tanks formerly located at KOLN-TVAKT Environmental Consultants, LincolnInc., Nebraska and noted in Section 4.7 of the Environmental Report related to KOLN-TV (the "Former USTs")dated December ____, 1996, or (ii) causethe Baseline Environmental Assessment, at its sole cost prepared by AKT Environmental Consultants, Inc., dated December ____, 1996, Tenant shall perform such immediately and expensedeliver the Demised Premises with the conditions specified in the report "remediated", Xxxxxxxxxx Xxxxxx or such other environmental consultant as shall be reasonably acceptable to Purchaser (the "Environmental Consultant") to perform an investigation, consistent with applicable state regulations (the "Investigation"), of the area surrounding the Former USTs to determine if contamination from the Former USTs is present. In the event actionable levels of contamination related to the Former USTs are detected by such Investigation, the Stockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination in compliance with applicable state regulations (the "Remedial Action")full satisfaction of Landlord. In the event the Stockholders do conditions specified in the report require Remediation which cannot make such election or the Remedial Action is not be completed on or prior to the Closing Dateexpiration of the Lease Term and Landlord cannot, then prior to such completion, lease the Purchase Price Demised Premises to another party, Tenant shall be reduced by obligated to reimburse Landlord the greater of (1) the fair market rental value of the Demised Premises, or (2) the Annual Base Rent, as adjusted, for each day delivery of the Demised Premises to Landlord in the required condition is delayed beyond the expiration of the Lease Term. The Tenant shall also deliver to the Landlord a letter of credit in an amount equal to the costs of Remediation plus either the fair market rental value of the Demised Premises or the Annual Base Rent, as adjusted, at least ten (10) days prior to the expiration of the Lease Term. For the purposes of the preceding sentence, the costs of Remediation shall be deemed to be that amount so determined by the Environmental Consultant to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised of the status of any Investigation or Remedial Action by providing the Purchaser with Material documents and information relating to the performance of the Investigation and Remedial Action. Prior to the Closing, the Company shall further cause Xxxxxxxxxx Xxxxxx or the Environmental Consultant to visually observe the towers located in Beaver Crossing and Heartwell, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultant's costs to conduct such visual observations shall be paid equally by the Stockholders and Purchaser. Such letter report shall state that no condition exists with respect to the assets currently owned, leased, operated, or controlled by the Company or any of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the total cost of remedying any such condition reported therein. In the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition to Purchaser's reasonable satisfaction within ninety (90) days after the date of the Stockholders' receipt of the final draft of the letter report. If such condition cannot be remedied to Purchaser's reasonable satisfaction within ninety (90) days, the Purchase Price shall be reduced by the amount determined by Xxxxxxxxxx Xxxxxx or the Environmental Consultant to be reasonably necessary to remedy such conditionenvironmental consultant.

Environmental Report. Prior (a) Buyer may cause to the Closing, the Company shall (i) provide to Purchaser a letter from the Nebraska Department of Environmental Quality ("DEQ") stating that no further investigation or remediation will be required by DEQ related to the two fuel oil underground storage tanks formerly located at KOLN-TV, Lincoln, Nebraska prepared and noted in Section 4.7 of the Environmental Report related to KOLN-TV (the "Former USTs"), or (ii) cause, delivered at its sole cost and expense, Xxxxxxxxxx Xxxxxx or such other environmental consultant as shall be reasonably acceptable to Purchaser (the "Environmental Consultant") to perform an investigation, consistent with applicable state regulations (the "Investigation"), of the area surrounding the Former USTs to determine if contamination from the Former USTs is present. In the event actionable levels of contamination related to the Former USTs are detected by such Investigation, the Stockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination in compliance with applicable state regulations (the "Remedial Action"). In the event the Stockholders do not make such election or the Remedial Action is not completed on or prior to the Closing Date, then the Purchase Price shall be reduced by the amount determined by the Environmental Consultant to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised of the status of any Investigation or Remedial Action by providing the Purchaser with Material documents and information relating to the performance of the Investigation and Remedial Action. Prior to the Closing, the Company shall further cause Xxxxxxxxxx Xxxxxx or the Environmental Consultant to visually observe the towers located in Beaver Crossing and Heartwell, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultant's costs to conduct such visual observations shall be paid equally by the Stockholders and Purchaser. Such letter report shall state that no condition exists with respect to the assets currently owned, leased, operated, or controlled by the Company or any of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the total cost of remedying any such condition reported therein. In the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition to Purchaser's reasonable satisfaction expense within ninety (90) 60 days after the date of this Agreement, a Phase I environmental report for the Stockholders' Real Property. Seller shall cooperate with Buyer and permit access to such Real Property during normal business hours in order for Buyer or its representatives to inspect such property and the related environmental records in the possession of Seller, as necessary for the preparation of the Phase I environmental report. Buyer shall deliver to Seller a copy of any such environmental report within five Business Days of receipt of the final draft of the letter reportsuch report by Buyer. If such condition canenvironmental report discloses one or more adverse environmental conditions which require remediation under applicable Environmental Law, Seller shall assume full responsibility for remediation of each such environmental condition(s) to the extent required by applicable Environmental Law (the "Remediation") and shall bear all expenses incurred in connection therewith; provided, that Seller shall not be remedied obligated to Purchaserspend more than $200,000 in connection with the Remediation. Buyer shall give Seller notice confirming that Buyer has delivered to Seller all environmental reports to be prepared pursuant to this Section 7.5, and Seller shall notify Buyer within twenty Business Days after its receipt of such notice if Seller concludes, in its reasonable judgment, that it is or will be unable to complete the Remediation for $200,000 or less (the "Remediation Notice"). If Seller gives a Remediation Notice, then Buyer may terminate this Agreement pursuant to Section 10.1 (c)(vii) by notice to Seller given within five Business Days of the Remediation Notice; provided, that if within five Business Days after receipt by Seller of Buyer's reasonable satisfaction within ninety (90) daysnotice of termination pursuant to Section 10. l(c)(vii), the Purchase Price Seller gives notice to Buyer that Seller agrees to bear all costs of Remediation in excess of $200,000, such termination shall be reduced by void ab initio and this Agreement shall be deemed not to have been terminated. If Buyer does not terminate this Agreement pursuant to Section 10.1 (c)(vii) within such five Business Day period, (i) Buyer shall be deemed to have assumed all liabilities and obligations in connection with the Remediation as of the Closing Date, (ii) Buyer shall receive a credit at the Closing in the amount determined of $200,000 less the aggregate of all amounts paid by Xxxxxxxxxx Xxxxxx Seller to third parties in connection with the Remediation and (iii) after the Closing Date Seller shall have no obligation or liability with respect to the Environmental Consultant Remediation or otherwise in connection with any condition referred to be reasonably necessary in any report prepared and/or delivered pursuant to remedy such conditionthis Section 7.5.

Environmental Report. Prior (a) In connection with a return pursuant to Section 5.2 and Section 14.3, the Lessee shall provide to the ClosingLessor and the Owner Participant, not later than 270 days prior to the Expiration Date, or in connection with a return other than on the Expiration Date, not later than the date of return, an inspection report prepared by a reputable environmental consulting firm (selected by the Owner Participant and reasonably acceptable to the Lessee) as to the environmental condition of Clover Unit 1 and the Clover Real Estate and the compliance or non-compliance with applicable environmental laws, in form, scope and substance reasonably satisfactory to the Owner Participant. The costs and expenses of preparing and providing such report shall be for the account of the Lessee. The provision of such report shall not relieve the Lessee of liability with respect to environmental conditions, known or unknown, in respect of Clover Unit 1 and the Clover Real Estate, and the Lessee will take any and all actions necessary to ensure that Clover Unit 1 and the Clover Real Estate comply with all such environmental laws. If such report shall indicate that either Clover Unit 1 or the Clover Real Estate is not in compliance with applicable environmental laws, the Company shall Lessee shall, within 90 days of the Lessor having received such inspection report, (a) provide the Owner Participant with a remediation plan approved by the applicable Governmental Entity designed to ensure that Clover Unit 1 and the Clover Real Estate will be brought into compliance with applicable environmental laws as promptly as is reasonably practical and without materially adversely affecting the continued operation of Clover Unit 1 and (b) (i) provide to Purchaser a letter from the Nebraska Department of Environmental Quality ("DEQ") stating that no further investigation or remediation will be required by DEQ related place in escrow funds in an amount corresponding to the two fuel oil underground storage tanks formerly located at KOLN-TV, Lincoln, Nebraska and noted in Section 4.7 Lessor's Percentage of the Environmental Report related cost estimate of such remediation plan (as certified by the environmental consulting firm that prepared such report or another expert reasonably satisfactory to KOLN-TV (the "Former USTs"Owner Participant), which escrow shall provide for the payment of the costs of such plan as the same become due and payable or (ii) causemake other arrangements that are satisfactory to the Owner Participant, at as determined in its sole cost and expensediscretion acting in good faith, Xxxxxxxxxx Xxxxxx or for such other environmental consultant as shall be reasonably acceptable to Purchaser (the "Environmental Consultant") to perform an investigation, consistent with applicable state regulations (the "Investigation"), purposes. The obligations of the area surrounding Lessee set forth in this Section 5.3 shall survive the Former USTs to determine if contamination from termination of this Equipment Operating Lease and the Former USTs is present. In the event actionable levels of contamination related to the Former USTs are detected by such Investigation, the Stockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination in compliance with applicable state regulations (the "Remedial Action"). In the event the Stockholders do not make such election or the Remedial Action is not completed on or prior to the Closing Date, then the Purchase Price shall be reduced by the amount determined by the Environmental Consultant to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised expiration of the status of any Investigation or Remedial Action by providing the Purchaser with Material documents and information relating to the performance of the Investigation and Remedial Action. Prior to the Closing, the Company shall further cause Xxxxxxxxxx Xxxxxx or the Environmental Consultant to visually observe the towers located in Beaver Crossing and Heartwell, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultant's costs to conduct such visual observations shall be paid equally by the Stockholders and Purchaser. Such letter report shall state that no condition exists with respect to the assets currently owned, leased, operated, or controlled by the Company or any of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the total cost of remedying any such condition reported therein. In the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition to Purchaser's reasonable satisfaction within ninety (90) days after the date of the Stockholders' receipt of the final draft of the letter report. If such condition cannot be remedied to Purchaser's reasonable satisfaction within ninety (90) days, the Purchase Price shall be reduced by the amount determined by Xxxxxxxxxx Xxxxxx or the Environmental Consultant to be reasonably necessary to remedy such conditionTerm.

Environmental Report. Prior to The Seller and the ClosingBuyer shall within 10 days after the Closing Date instruct Arcadis, the Company shall (i) provide to Purchaser a letter from the Nebraska Department of Environmental Quality ("DEQ") stating that no further investigation or remediation will be required by DEQ related to the two fuel oil underground storage tanks formerly located at KOLN-TV, Lincoln, Nebraska and noted in Section 4.7 of the Environmental Report related to KOLN-TV any comparable environmental surveyor (the "Former USTsSurveyor"), or to conduct an environmental survey of the Real Property in order to prepare an update of the environmental report from Heidemij dated 4 April 1997 (ii) causethe "Updated Report"), at its sole cost and expense, Xxxxxxxxxx Xxxxxx or such other environmental consultant as the scope of which shall be reasonably acceptable to Purchaser (both the "Environmental Consultant") to perform an investigation, consistent with applicable state regulations (Seller and the "Investigation"), Buyer. The Surveyor shall make available copies of the area surrounding Updated Report to the Former USTs to determine if contamination from Seller and the Former USTs is presentBuyer. The costs of the environmental survey and the Updated Report shall be shared equally between the Seller and the Buyer. In the event actionable levels of contamination related that the Updated Report provides for the advice to conduct a further environmental survey the Former USTs are detected by Seller and the Buyer shall instruct the Surveyor to conduct such Investigation, the Stockholders may, at their sole discretion, elect further survey and to cause the Company to remediate the identified contamination in compliance with applicable state regulations prepare a further report thereon (the "Remedial ActionFurther Report"). In the event that the Stockholders do not make such election Updated Report or the Remedial Action Further Report indicates that any part of the Real Property may have been contaminated with any Hazardous Materials and the Buyer is not completed on or prior required by the relevant governmental authority to clean-up the Closing Daterelevant part of the Real Property, then the Purchase Price Seller shall indemnify and keep the Buyer harmless on a continuing basis for all costs, expenses and damages incurred in performing such cleaning-up (to the extent such cleaning-up is required under the "state of the art" as it stands at the time of the Closing). The Buyer shall ensure that the Seller will have the opportunity to participate in any discussions regarding the cleaning-up and will appeal against any requirement for cleaning up imposed by the governmental authority, if so required by the Seller, and the Seller shall be reduced by entitled to elect the amount determined by Person(s) who will perform the Environmental Consultant to be reasonably necessary to complete the Remedial Actioncleaning-up, provided that such Person(s) is (are) a reputable cleaning company(ies). The Company shall Buyer and the Seller will keep the Purchaser reasonably apprised of each other fully informed about the status of the cleaning-up. The cleaning-up shall take place in the most cost efficient manner as feasible and shall not go any Investigation or Remedial Action by providing the Purchaser with Material documents and information relating further than to the performance of the Investigation and Remedial Action. Prior to the Closing, the Company shall further cause Xxxxxxxxxx Xxxxxx or the Environmental Consultant to visually observe the towers located in Beaver Crossing and Heartwell, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultant's costs to conduct such visual observations shall be paid equally minimum level as required by the Stockholders and Purchaser. Such letter report shall state that no condition exists with respect to the assets currently owned, leased, operated, or controlled by the Company or any of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate under the "state of the total cost of remedying any such condition reported therein. In art" as it stands at the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition to Purchaser's reasonable satisfaction within ninety (90) days after the date time of the Stockholders' receipt of Closing. This provision shall not preclude the final draft of Buyer from claiming any further amounts from the letter report. If such condition cannot Seller to the extent the Buyer would be remedied to Purchaser's reasonable satisfaction within ninety (90) days, the Purchase Price shall be reduced by the amount determined by Xxxxxxxxxx Xxxxxx or the Environmental Consultant to be reasonably necessary to remedy such conditionentitled thereto under Section 3.25.

Environmental Report. Prior At least 40 days before the FCC Order (or such longer period if necessary to avoid a delay of the Closing), Purchaser may elect, at its expense, to commission a Phase I environmental review of the Transmitter Site, using environmental consultants reasonably acceptable to Seller. The Seller will provide access to the ClosingTransmitter Site for the environmental consultants and will reasonably cooperate with such consultants in the preparation of their report. To the extent that such report reveals items affecting the Transmitter Site that cause the representations and warranties contained in Section 3.6(c) to be untrue (the "Remediation Activities"), Purchaser will provide a notice to the Seller listing the Remediation Activities and Purchaser's estimate of the costs to be borne by the Seller in connection with the Remediation Activities. Upon receipt of such notice, the Company shall Seller will either (i) provide to Purchaser a letter from complete the Nebraska Department of Environmental Quality ("DEQ") stating that no further investigation or remediation will be required by DEQ related Remediation Activities prior to the two fuel oil underground storage tanks formerly located at KOLN-TV, Lincoln, Nebraska and noted in Section 4.7 of the Environmental Report related to KOLN-TV (the "Former USTs"), Closing or (ii) cause, at its sole authorize Purchaser to deduct the estimated cost and expense, Xxxxxxxxxx Xxxxxx or such other environmental consultant as shall be reasonably acceptable to Purchaser (the "Environmental Consultant") to perform an investigation, consistent with applicable state regulations (the "Investigation"), of the area surrounding the Former USTs to determine if contamination Remediation Activities from the Former USTs is present. In purchase price and to place such deducted funds in an escrow account (from which the event actionable levels of contamination related to the Former USTs are detected by such Investigation, the Stockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination in compliance with applicable state regulations (the "Remedial Action"). In the event the Stockholders do not make such election or the Remedial Action is not completed on or prior to the Closing Date, then the Purchase Price shall be reduced by the amount determined by the Environmental Consultant to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised actual costs of the status of any Investigation or Remedial Action by providing the Purchaser with Material documents and information relating to the performance of the Investigation and Remedial Action. Prior to the Closing, the Company shall further cause Xxxxxxxxxx Xxxxxx or the Environmental Consultant to visually observe the towers located in Beaver Crossing and Heartwell, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultant's costs to conduct such visual observations Remediation Activities shall be paid and any remaining funds after completion of the Remediation Activities, together with any interest earned on such escrowed funds, shall be refunded to Seller); provided, however, that Seller's liability under this Section 5.5 shall not exceed an aggregate of $5.0 million. If Seller in good faith disputes the findings of the environmental consultants, it shall cause to be prepared other findings from an independent environmental consultant disputing the Remediation Activities and present them to Purchaser. If the parties cannot agree upon the Remediation Activities, the issue will be presented to an independent environmental consultant mutually acceptable to the parties (and whose fees and expenses will be borne equally by the Stockholders parties), and Purchaser. Such letter report the determination of such independent environmental consultant shall state that no condition exists with respect to the assets currently owned, leased, operated, or controlled by the Company or any be determinative of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the total cost of remedying any such condition reported therein. In the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition to Purchaser's reasonable satisfaction within ninety (90) days after the date of the Stockholders' receipt of the final draft of the letter report. If such condition cannot be remedied to Purchaser's reasonable satisfaction within ninety (90) days, the Purchase Price shall be reduced by the amount determined by Xxxxxxxxxx Xxxxxx or the Environmental Consultant to be reasonably necessary to remedy such conditionRemediation Activities.

Environmental Report. Prior Buyer shall have received, at Buyer's option and expense, a Phase I environmental site assessment (the "Environmental Report") of the Real Property performed by a nationally recognized environmental firm designated by Buyer and reasonably satisfactory to Sellers. If Buyer shall elect to receive an Environmental Report, such Environmental Report shall have been ordered by Buyer not later than fifteen (15) Business Days from the Closingdate hereof. Buyer shall promptly upon receipt provide Sellers with a copy of such Environmental Report. If prepared, the Company Environmental Report shall show no environmental condition on or affecting such Real Property or the CATV Business that (i) provide could reasonably be expected to Purchaser a letter from materially impair the Nebraska Department use or value of Environmental Quality ("DEQ") stating that no further investigation or remediation will be required by DEQ related to such Real Property for the two fuel oil underground storage tanks formerly located at KOLN-TV, Lincoln, Nebraska and noted in Section 4.7 continued operation of the Environmental Report related CATV Systems as operated by Sellers on the Closing Date or subject Buyer to KOLN-TV (the "Former USTs")any material liability for fines, penalties, or cleanup or response costs if Buyer consummates this Agreement, or (ii) causewould cause a reasonable purchaser experienced in environmental matters to proceed with a Phase II environmental site assessment before proceeding with the transfer of the Real Property. Notwithstanding the foregoing, this condition to Closing shall not be applicable (a) with respect to any Real Property as to which Buyer shall not have ordered an Environmental Report within fifteen (15) Business Days from the date hereof, (b) if at its sole cost and Sellers' expense, Xxxxxxxxxx Xxxxxx or such other Sellers shall have cured all material adverse environmental conditions identified to Sellers by Buyer in writing to the level that the appropriate governmental agency determines that no further action is required, or, when no governmental agency is involved in the remediation, to the level that Buyer's environmental consultant as has certified to Sellers and Buyer that all requirements of Environmental Law have been satisfied (or provisions reasonably satisfactory to Buyer shall be reasonably acceptable to Purchaser (the "Environmental Consultant"have been made for such cure) to perform an investigation, consistent with applicable state regulations (the "Investigation"), of the area surrounding the Former USTs to determine if contamination from the Former USTs is present. In the event actionable levels of contamination related to the Former USTs are detected by such Investigation, the Stockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination in compliance with applicable state regulations (the "Remedial Action"). In the event the Stockholders do not make such election or the Remedial Action is not completed on or prior to the Closing Date, then the Purchase Price shall be reduced by the amount determined by the Environmental Consultant to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised of the status of any Investigation or Remedial Action by providing the Purchaser with Material documents and information relating to the performance of the Investigation and Remedial Action. Prior to the Closing, (c) if the Company shall further cause Xxxxxxxxxx Xxxxxx or the Environmental Consultant subject parcel of Real Property is retained by Sellers and replaced prior to visually observe the towers located in Beaver Crossing and HeartwellClosing, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultant's costs to conduct such visual observations at Sellers' cost, with another parcel of property of substantially equivalent utility, which replacement property shall be paid equally by fully equipped and operational in all material respects as of the Stockholders Closing or, (d) if Buyer and Purchaser. Such letter report shall state that no condition exists Sellers mutually agree in writing on adjustments to the Purchase Price, payment of insurance proceeds, limitations on the representations of Sellers and all other matters with respect to the assets currently owned, leased, operated, or controlled by the Company or any of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the total cost of remedying any such condition reported therein. In the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition to Purchaser's reasonable satisfaction within ninety (90) days after the date of the Stockholders' receipt of the final draft of the letter report. If such condition cannot be remedied to Purchaser's reasonable satisfaction within ninety (90) days, the Purchase Price shall be reduced by the amount determined by Xxxxxxxxxx Xxxxxx or the Environmental Consultant to be reasonably necessary to remedy such material adverse environmental condition.

Environmental Report. Prior At any time during the term of the Lease that Lessor has reasonable cause to believe that the Premises contain Hazardous Substances or Lessee has violated any Hazardous Substance Laws, Lessor may require Lessee to provide a Phase I Environmental Report, as Lessee's sole cost. Lessee prior to termination of this Lease, shall remove any and all Hazardous Substances, on the Premises prior to the Closingtermination of the Lease and surrender the Premises to the Lessor. Lessee shall provide an additional Phase I Environmental Report by a reputable engineering firm acceptable to Lessor, at Lessee's sole cost, prior to the Company shall (i) provide termination of the Lease. LESSOR LESSEE XXXX PARTNERS, X.X. XXXXXX VINEYARDS CALIFORNIA INC. BY: XXXXXX VINEYARDS CALIFORNIA INC. ITS: GENERAL PARTNER /s/ XXXXX X. XXXXXX /s/ Xxxxx X. Xxxxxx ------------------------------------- ---------------------------------- Xxxxx X. Xxxxxx, Vice President Xxxxx X. Xxxxxx, Vice President Finance LEASE RIDER 2 STANDARD OFFICE LEASE This Lease Rider is attached to Purchaser and forms a letter from the Nebraska Department part of Environmental Quality that certain Standard Office Lease dated May 10, 1999 by and between XXXX PARTNERS, L.P., ("DEQLessor") stating that no further investigation or remediation will be required by DEQ related to the two fuel oil underground storage tanks formerly located at KOLN-TV, Lincoln, Nebraska and noted in Section 4.7 of the Environmental Report related to KOLN-TV Xxxxxx Vineyards California Inc. (the "Former USTs"), or (ii) cause, at its sole cost and expense, Xxxxxxxxxx Xxxxxx or such other environmental consultant as shall be reasonably acceptable to Purchaser (the "Environmental Consultant") to perform an investigation, consistent with applicable state regulations (the "Investigation"), of the area surrounding the Former USTs to determine if contamination from the Former USTs is present. In the event actionable levels of contamination related to the Former USTs are detected by such Investigation, the Stockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination in compliance with applicable state regulations (the "Remedial ActionLessee"). In To the event extend that the Stockholders do not make such election or provisions of this Lease Rider are in conflict with the Remedial Action is not completed on or prior to the Closing Date, then the Purchase Price shall be reduced by the amount determined by the Environmental Consultant to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised printed provisions of the status of any Investigation or Remedial Action by providing the Purchaser with Material documents and information relating to the performance of the Investigation and Remedial Action. Prior to the Closingthis Lease, the Company terms and provisions of this Lease Rider shall further cause Xxxxxxxxxx Xxxxxx or govern and prevail. AMERICANS WITH DISABILITIES ACT DISCLOSURE The United States Congress has recently enacted the Environmental Consultant Americans with Disabilities Act. Among other things, this act is intended to visually observe the towers located in Beaver Crossing make many business establishments equally accessible to persons with a variety of disabilities; modifications to real property may be required; at Landlord's cost. State and Heartwell, Nebraska and provide a letter report summarizing such observations to Purchaser and the Companylocal laws also may mandate changes. The Environmental Consultant's costs to conduct such visual observations shall Mandated changes may be paid equally by the Stockholders and Purchaser. Such letter report shall state that no condition exists with respect to the assets currently owned, leased, operated, or controlled by the Company or any of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claimrequired now, or in any Liability relating to an Environmental Matterthe future. Such report shall include an estimate Lessees should consult attorneys and qualified design professionals of their choice for information regarding these matters. "Without limiting the generality of the total cost of remedying any such condition reported thereinforegoing, Lessee acknowledges he/she shall comply with all governmental rules, regulations, or requirements regarding environmental laws within the rentable space they currently occupy and Americans with Disabilities Act." LESSOR LESSEE XXXX PARTNERS, X.X. XXXXXX VINEYARDS CALIFORNIA INC. In the event such letter report indicates that such a condition existsBY: XXXXXX VINEYARDS CALIFORNIA INC. ITS: GENERAL PARTNER /s/ XXXXX X. XXXXXX /s/ Xxxxx X. Xxxxxx ------------------------------------- ---------------------------------- Xxxxx X. Xxxxxx, the Stockholders shall remedy such condition to Purchaser's reasonable satisfaction within ninety (90) days after the date of the Stockholders' receipt of the final draft of the letter report. If such condition cannot be remedied to Purchaser's reasonable satisfaction within ninety (90) daysVice President Xxxxx X. Xxxxxx, the Purchase Price shall be reduced by the amount determined by Xxxxxxxxxx Xxxxxx or the Environmental Consultant to be reasonably necessary to remedy such condition.Vice President Finance

Environmental Report. Prior Not less than 90 days and not more than 180 days prior to the Closinglast day of the Term (or the date on which the Facility is otherwise returned to the OwnerTrustee), the Company Lessee shall (i) provide to Purchaser the OwnerTrustee an inspection report prepared by a letter from reputable environmental consulting firm selected by the Nebraska Department of OwnerTrustee certifying whether or not the Site and the Facility are in compliance with CERCLA and in all material respects with all other then existing Environmental Quality ("DEQ") stating that no further investigation or remediation will be required by DEQ related to the two fuel oil underground storage tanks formerly located at KOLN-TV, Lincoln, Nebraska and noted in Section 4.7 of the Environmental Report related to KOLN-TV (the "Former USTs"), or (ii) cause, at its sole cost and expense, Xxxxxxxxxx Xxxxxx or such other environmental consultant as shall be reasonably acceptable to Purchaser (the "Environmental Consultant") to perform an investigation, consistent with applicable state regulations (the "Investigation"), of the area surrounding the Former USTs to determine if contamination from the Former USTs is presentLaws. In the event actionable levels of contamination related to that such report indicates that the Former USTs are detected by such Investigation, Site or the Stockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination Facility is not in compliance with applicable state regulations all then existing Environmental Laws, the OwnerTrustee may elect either (A) to deem that the "Remedial Action"). In the event the Stockholders do not make such election or the Remedial Action Leased Property is not completed returned until the earlier of (1) the date on which the Site and the Facility are in compliance with all then existing Environmental Laws and (2) one year after the last day of the Term, in which case the Lessee shall continue to be obligated under all the terms and conditions of this Lease (including without limitation the provisions relating to insurance, indemnification and risk of loss), except that, other than set forth in Section 16(e) below, the Lessee shall not be required to pay Periodic Rent and Periodic Site Rent after the expiration of the Basic Term or prior any Renewal Term, as the case may be, but the Lessee shall pay to the Closing DateOwnerTrustee as liquidated damages, then and not as a penalty, for the Purchase Price shall be reduced failure of the Lessee to return the Leased Property to the OwnerTrustee at the expiration of the Term as required by the provisions of this Section 16, an amount determined by the Environmental Consultant equal to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised 120% of the status daily equivalent of any Investigation (y) the arithmetic average of the Periodic Rent during the Basic Term, or Remedial Action by providing (z) if the Purchaser with Material documents and information relating failure to return occurs after a Renewal Term, the arithmetic average of the Periodic Rent during such Renewal Term, or (B) to terminate this Lease, in which case the Lessee shall pay to the performance OwnerTrustee the Termination Value for the Facility and title to this Facility shall vest in the Lessee upon such payment. If the OwnerTrustee elects the option specified in clause (A) above and the Facility has not been properly repaired one year after the last day of the Investigation and Remedial Action. Prior Term, the Lessee shall pay to the Closing, OwnerTrustee the Company shall further cause Xxxxxxxxxx Xxxxxx or Termination Value for the Environmental Consultant to visually observe the towers located in Beaver Crossing and Heartwell, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultant's costs to conduct such visual observations shall be paid equally by the Stockholders and Purchaser. Such letter report shall state that no condition exists with respect to the assets currently owned, leased, operated, or controlled by the Company or any of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the total cost of remedying any such condition reported therein. In the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition to Purchaser's reasonable satisfaction within ninety (90) days after the date of the Stockholders' receipt of the final draft of the letter report. If such condition cannot be remedied to Purchaser's reasonable satisfaction within ninety (90) days, the Purchase Price shall be reduced by the amount determined by Xxxxxxxxxx Xxxxxx or the Environmental Consultant to be reasonably necessary to remedy such conditionFacility.

Environmental Report. Prior Buyer obtaining, at Buyer’s cost, a written report from an environmental consultant of Buyer’s choosing comprised of a Phase I environmental site assessment performed according to and stating the opinions as provided in the Standard Practice for Environmental Site Assessments and such further analyses, assessments and reports as required in order to confirm that there are no recognized environmental conditions affecting the Property, and that the soils, groundwater and surface waters on, in, or under the Property do not contain any hazardous substances. Buyer may (but is not obligated to) conduct Phase II investigations if necessary as a result of matters disclosed in the Phase I environmental site assessment, including but not limited to, the right to perform soil borings on the Property. Buyer agrees to restore, or have its contractors and other agents restore, any land affected by any borings on the Property and after Buyer’s investigation of the Property is complete. Buyer and Seller agree that Buyer’s obligation to restore the Property will be limited to returning the land affected to the Closing, grade existing before the Company shall investigations and borings were conducted. If the Phase I environmental assessment report or any subsequent investigations discloses (i) provide any actual or potential recognized environmental condition which Buyer is unwilling to Purchaser a letter from the Nebraska Department of Environmental Quality ("DEQ") stating that no further investigation or remediation will be required by DEQ related to the two fuel oil underground storage tanks formerly located at KOLN-TV, Lincoln, Nebraska and noted in Section 4.7 of the Environmental Report related to KOLN-TV (the "Former USTs"), or accept and/or (ii) causethat there are or may be any hazardous substances located on, at in, or under the Property which Buyer is unwilling to accept, then Buyer may provide Seller written notification of its sole cost and expense, Xxxxxxxxxx Xxxxxx or such other objection to the environmental consultant as shall be reasonably acceptable to Purchaser (the "Environmental Consultant") to perform an investigation, consistent with applicable state regulations (the "Investigation"), condition of the area surrounding the Former USTs to determine if contamination from the Former USTs is presentProperty. In the event actionable levels that Buyer notifies Seller of contamination related an objection to the Former USTs are detected by such Investigation, the Stockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination in compliance with applicable state regulations (the "Remedial Action"). In the event the Stockholders do not make such election or the Remedial Action is not completed on or prior to the Closing Date, then the Purchase Price shall be reduced by the amount determined by the Environmental Consultant to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised environmental condition of the status of any Investigation or Remedial Action by providing the Purchaser with Material documents and information relating to the performance of the Investigation and Remedial Action. Prior to the ClosingProperty, the Company shall further cause Xxxxxxxxxx Xxxxxx or the Environmental Consultant to visually observe the towers located in Beaver Crossing and HeartwellSeller will be granted a reasonable period, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultant's costs to conduct such visual observations shall be paid equally by the Stockholders and Purchaser. Such letter report shall state that no condition exists with respect to the assets currently owned, leased, operated, or controlled by the Company or any of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the total cost of remedying any such condition reported therein. In the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition to Purchaser's reasonable satisfaction within ninety not exceeding thirty (90) days after the date of the Stockholders' receipt of the final draft of the letter report. If such condition cannot be remedied to Purchaser's reasonable satisfaction within ninety (9030) days, in which to remove Buyer's objections and, subject to the Purchase Price shall other limitations and contingencies set forth in this Agreement, the closing date will be reduced by extended as necessary for this purpose. If Seller is unable, after using reasonable diligence, to remove Buyer's objections within such thirty (30) day period, then Buyer may provide Seller written notification of its intent to terminate within thirty (30) days thereafter or this contingency will be deemed waived. The time for closing will be extended accordingly. Seller has previously conducted environmental work on the amount determined by Xxxxxxxxxx Xxxxxx or Property and a copy of the Environmental Consultant to closure letter can be reasonably necessary to remedy such conditionobtained from the Minnesota Department of Agriculture.

Environmental Report. Prior (a) Buyer may cause to the Closing, the Company shall (i) provide to Purchaser a letter from the Nebraska Department of Environmental Quality ("DEQ") stating that no further investigation or remediation will be required by DEQ related to the two fuel oil underground storage tanks formerly located at KOLN-TV, Lincoln, Nebraska prepared and noted in Section 4.7 of the Environmental Report related to KOLN-TV (the "Former USTs"), or (ii) cause, delivered at its sole cost and expense, Xxxxxxxxxx Xxxxxx or such other environmental consultant as shall be reasonably acceptable to Purchaser (the "Environmental Consultant") to perform an investigation, consistent with applicable state regulations (the "Investigation"), of the area surrounding the Former USTs to determine if contamination from the Former USTs is present. In the event actionable levels of contamination related to the Former USTs are detected by such Investigation, the Stockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination in compliance with applicable state regulations (the "Remedial Action"). In the event the Stockholders do not make such election or the Remedial Action is not completed on or prior to the Closing Date, then the Purchase Price shall be reduced by the amount determined by the Environmental Consultant to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised of the status of any Investigation or Remedial Action by providing the Purchaser with Material documents and information relating to the performance of the Investigation and Remedial Action. Prior to the Closing, the Company shall further cause Xxxxxxxxxx Xxxxxx or the Environmental Consultant to visually observe the towers located in Beaver Crossing and Heartwell, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultant's costs to conduct such visual observations shall be paid equally by the Stockholders and Purchaser. Such letter report shall state that no condition exists with respect to the assets currently owned, leased, operated, or controlled by the Company or any of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the total cost of remedying any such condition reported therein. In the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition to Purchaser's reasonable satisfaction expense within ninety (90) 60 days after the date of this Agreement, a Phase I environmental report for the Stockholders' Real Property. Seller shall cooperate with Buyer and permit access to such Real Property during normal business hours in order for Buyer or its representatives to inspect such property and the related environmental records in the possession of Seller, as necessary for the preparation of the Phase I environmental report. Buyer shall deliver to Seller a copy of any such environmental report within five Business Days of receipt of the final draft of the letter reportsuch report by Buyer. If such condition canenvironmental report discloses one or more adverse environmental conditions which require remediation under applicable Environmental Law, Seller shall assume full responsibility for remediation of each such environmental condition(s) to the extent required by applicable Environmental Law (the "Remediation") and shall bear all expenses incurred in connection therewith; provided, that Seller shall not be remedied obligated to Purchaserspend more than $200,000 in connection with the Remediation. Buyer shall give Seller notice confirming that Buyer has delivered to Seller all environmental reports to be prepared pursuant to this Section 7.5, and Seller shall notify Buyer within twenty Business Days after its receipt of such notice if Seller concludes, in its reasonable judgment, that it is or will be unable to complete the Remediation for $200,000 or less (the "Remediation Notice"). If Seller gives a Remediation Notice, then Buyer may terminate this Agreement pursuant to Section 10.1(c)(vii) by notice to Seller given within five Business Days of the Remediation Notice; provided, that if within five Business Days after receipt by Seller of Buyer's reasonable satisfaction within ninety (90) daysnotice of termination pursuant to Section 10.1(c)(vii), the Purchase Price Seller gives notice to Buyer that Seller agrees to bear all costs of Remediation in excess of $200,000, such 35 termination shall be reduced by void ab initio and this Agreement shall be deemed not to have been terminated. If Buyer does not terminate this Agreement pursuant to Section 10.1(c)(vii) within such five Business Day period, (i) Buyer shall be deemed to have assumed all liabilities and obligations in connection with the Remediation as of the Closing Date, (ii) Buyer shall receive a credit at the Closing in the amount determined of $200,000 less the aggregate of all amounts paid by Xxxxxxxxxx Xxxxxx Seller to third parties in connection with the Remediation and (iii) after the Closing Date Seller shall have no obligation or liability with respect to the Environmental Consultant Remediation or otherwise in connection with any condition referred to be reasonably necessary in any report prepared and/or delivered pursuant to remedy such conditionthis Section 7.5.

Environmental Report. Prior Buyer shall have received, at Buyer's option and expense, a Phase I environmental site assessment (the "Environmental Report") of the Real Property performed by a nationally recognized environmental firm designated by Buyer and reasonably satisfactory to Seller. If Buyer shall elect to receive an Environmental Report, such Environmental Report shall have been arranged for by Buyer not later than 10 business days from the Closingdate hereof and true and complete copies of the final Environmental Report and all drafts thereof and correspondence relating thereto shall be delivered to Seller not later than 45 days from the date hereof and Buyer will confirm to Seller in writing not later than 45 days from the date hereof which, if any, terms in the Environmental Report are material adverse environmental conditions within the meaning of this Section 7.08. If prepared, the Company Environmental Report shall show no environmental condition on or affecting such Real Property that (i) provide could reasonably be expected to Purchaser a letter from impair the Nebraska Department use or value of Environmental Quality ("DEQ") stating that no further investigation or remediation will be required by DEQ related to such Real Property for the two fuel oil underground storage tanks formerly located at KOLN-TV, Lincoln, Nebraska and noted in Section 4.7 continued operation of the Environmental Report related CATV Systems as operated by Seller on the Closing Date or subject Buyer to KOLN-TV (the "Former USTs")any liability for fines, penalties, or cleanup or response costs if Buyer consummates this Agreement, or (ii) causewould cause a reasonable purchaser experienced in environmental matters to perform further investigation or testing before proceeding with the transfer of the Real Property. Notwithstanding the foregoing, this condition to closing shall not be applicable (a) with respect to any Real Property as to which Buyer shall not have ordered an Environmental Report at its sole cost and least 10 business days from the date hereof, (b) if at Seller's expense, Xxxxxxxxxx Xxxxxx or such other Seller shall have cured all material adverse environmental conditions identified to Seller by Buyer in writing not later than 45 days from the date hereof to the level that the appropriate governmental agency determines that no further action is required, or, when no governmental agency is involved in the remediation, to the level that Seller's environmental consultant as has certified to Seller and Buyer that all requirements of Environmental Law have been satisfied (or provisions reasonably satisfactory to Buyer shall be reasonably acceptable to Purchaser (the "Environmental Consultant"have been made for such cure) to perform an investigation, consistent with applicable state regulations (the "Investigation"), of the area surrounding the Former USTs to determine if contamination from the Former USTs is present. In the event actionable levels of contamination related to the Former USTs are detected by such Investigation, the Stockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination in compliance with applicable state regulations (the "Remedial Action"). In the event the Stockholders do not make such election or the Remedial Action is not completed on or prior to the Closing Date, then the Purchase Price shall be reduced by the amount determined by the Environmental Consultant to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised of the status of any Investigation or Remedial Action by providing the Purchaser with Material documents and information relating to the performance of the Investigation and Remedial Action. Prior to the Closing, (c) if the Company shall further cause Xxxxxxxxxx Xxxxxx or the Environmental Consultant subject parcel of Real Property is retained by Seller and replaced prior to visually observe the towers located in Beaver Crossing and HeartwellClosing, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultantat Seller's costs to conduct such visual observations cost, with another parcel of property of substantially equivalent utility, which replacement property shall be paid equally by fully equipped and operational in all material respects as of the Stockholders Closing or, (d) if Buyer and Purchaser. Such letter report shall state that no condition exists Seller mutually agree in writing on adjustments to the Purchase Price, payment of insurance proceeds, limitations on the representations of Seller and all other matters with respect to the assets currently owned, leased, operated, or controlled by the Company or any of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the total cost of remedying any such condition reported therein. In the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition to Purchaser's reasonable satisfaction within ninety (90) days after the date of the Stockholders' receipt of the final draft of the letter report. If such condition cannot be remedied to Purchaser's reasonable satisfaction within ninety (90) days, the Purchase Price shall be reduced by the amount determined by Xxxxxxxxxx Xxxxxx or the Environmental Consultant to be reasonably necessary to remedy such material adverse environmental condition.

Environmental Report. Prior Buyer obtaining, at Buyer’s cost, a written report from an environmental consultant of Buyer’s choosing comprised of a Phase I environmental site assessment performed according to and stating the opinions as provided in the Standard Practice for Environmental Site Assessments and such further analyses, assessments and reports as required in order to confirm that there are no recognized environmental conditions affecting the Property, and that the soils, groundwater and surface waters on, in, or under the Property do not contain any hazardous substances. Buyer may (but is not obligated to) conduct Phase II investigations if necessary as a result of matters disclosed in the Phase I environmental site assessment, including but not limited to, the right to perform soil borings on the Property. Buyer agrees to restore, or have its contractors and other agents restore, any land affected by any borings on the Property and after Buyer’s investigation of the Property is complete. Buyer and Seller agree that Buyer’s obligation to restore the Property shall be limited to returning the land affected to the Closing, grade existing before the Company shall investigations and borings were conducted. If the Phase I environmental assessment report or any subsequent investigations discloses (i) provide any actual or potential recognized environmental condition which Buyer is unwilling to Purchaser a letter from the Nebraska Department of Environmental Quality ("DEQ") stating that no further investigation or remediation will be required by DEQ related to the two fuel oil underground storage tanks formerly located at KOLN-TV, Lincoln, Nebraska and noted in Section 4.7 of the Environmental Report related to KOLN-TV (the "Former USTs"), or accept and/or (ii) causethat there are or may be any hazardous substances located on, at in, or under the Property which Buyer is unwilling to accept, then Buyer may provide Seller written notification of its sole cost and expense, Xxxxxxxxxx Xxxxxx or such other objection to the environmental consultant as shall be reasonably acceptable to Purchaser (the "Environmental Consultant") to perform an investigation, consistent with applicable state regulations (the "Investigation"), condition of the area surrounding the Former USTs to determine if contamination from the Former USTs is presentProperty. In the event actionable levels that Buyer notifies Seller of contamination related an objection to the Former USTs are detected by such Investigationenvironmental condition of the Property, the Stockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination in compliance with applicable state regulations (the "Remedial Action"). In the event the Stockholders do not make such election or the Remedial Action is not completed on or prior to the Closing Date, then the Purchase Price Seller shall be reduced by the amount determined by the Environmental Consultant to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised of the status of any Investigation or Remedial Action by providing the Purchaser with Material documents and information relating to the performance of the Investigation and Remedial Action. Prior to the Closinggranted a reasonable period, the Company shall further cause Xxxxxxxxxx Xxxxxx or the Environmental Consultant to visually observe the towers located in Beaver Crossing and Heartwell, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultant's costs to conduct such visual observations shall be paid equally by the Stockholders and Purchaser. Such letter report shall state that no condition exists with respect to the assets currently owned, leased, operated, or controlled by the Company or any of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the total cost of remedying any such condition reported therein. In the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition to Purchaser's reasonable satisfaction within ninety not exceeding thirty (90) days after the date of the Stockholders' receipt of the final draft of the letter report. If such condition cannot be remedied to Purchaser's reasonable satisfaction within ninety (9030) days, in which to remove Buyer's objections and, subject to the Purchase Price other limitations and contingencies set forth in this Agreement, the closing date shall be reduced by the amount determined by Xxxxxxxxxx Xxxxxx extended as necessary for this purpose. If Seller is unable, after using reasonable diligence, to remove Buyer's objections within such thirty (30) day period, then Buyer may provide Seller written notification of its intent to terminate within thirty (30) days thereafter or the Environmental Consultant to this contingency shall be reasonably necessary to remedy such conditiondeemed waived. The time for closing shall be extended accordingly.

Environmental Report. Prior Landlord shall deliver or shall cause to the Closing, the Company shall (i) provide be delivered to Purchaser Tenant a letter from the Nebraska Department copy of a Phase I Environmental Quality Site Assessment certified to Landlord and Tenant ("DEQREPORT") stating that no further investigation or remediation will be required by DEQ related to the two fuel oil underground storage tanks formerly located at KOLN-TV, Lincoln, Nebraska and noted in Section 4.7 of the Environmental Report related to KOLN-TV (the "Former USTs"), or (ii) cause, at its sole cost and expense, Xxxxxxxxxx Xxxxxx or such other environmental consultant as shall be reasonably acceptable to Purchaser (the "Environmental Consultant") to perform an investigation, consistent with applicable state regulations (the "Investigation"), of the area surrounding the Former USTs to determine if contamination from the Former USTs is present. In the event actionable levels of contamination related to the Former USTs are detected by such Investigation, the Stockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination in compliance with applicable state regulations (the "Remedial Action"). In the event the Stockholders do not make such election or the Remedial Action is not completed on or prior to the Closing Date, then the Purchase Price shall be reduced by the amount determined by the Environmental Consultant to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised of the status of any Investigation or Remedial Action by providing the Purchaser with Material documents and information relating to the performance of the Investigation and Remedial Action. Prior to the Closing, the Company shall further cause Xxxxxxxxxx Xxxxxx or the Environmental Consultant to visually observe the towers located in Beaver Crossing and Heartwell, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultant's costs to conduct such visual observations shall be paid equally by the Stockholders and Purchaser. Such letter report shall state that no condition exists with respect to the assets currently ownedLand, leasedprepared by a qualified, operatednationally recognized third-party environmental consulting firm on or before the Commencement Date. Tenant agrees not to release the Report, or controlled by the Company a copy of it, or any part of it, or disclose any of the Subsidiaries information contained in the Report to any third party (other than Tenant's counsel) without the express prior written consent of Landlord. Such consent shall not be unreasonably withheld as long as the proposed party to whom the report is given executes a letter agreement containing covenants similar to this Section 29(d). Tenant releases Landlord for any inaccuracies, omissions, or errors contained in the Report. Tenant agrees that it will not rely on the Report and it will make whatever independent investigation it feels is necessary to investigate the environmental and other conditions of the Land. Tenant agrees that Landlord has resulted no duty to correct any inaccuracies, errors, or omission in the Report, to supplement the Report with any additional information, or to provide Tenant with any information concerning the environmental conditions of the Land. Tenant agrees that Landlord considers the Report to be confidential proprietary information and Tenant agrees to maintain the confidentiality and security of the Report information in accordance with the highest standards of confidentiality and security associated with the protection of "trade secrets." Landlord hereby expressly disclaims responsibility for the investigation of the Land by Tenant and further disclaims any responsibility for the contents of the Report. Tenant's obligations pursuant to this Section 29(e) shall survive the expiration or termination of this Lease. Landlord represents and warrants to Tenant that to Landlord's actual, current knowledge, there are no Hazardous Materials in, on or would reasonably under the Project except as set forth in the Report. As used in the preceding sentence, the phrase "to Landlord's actual, current knowledge" shall mean the actual (not constructive) knowledge of Andrew S. Lowe as of the date hereof without any duty or obligation xx xxxxxx, xxxuire or make independent inquiry or investigation of any such representation, warranty or statement. Tenant acknowledges and agrees that Andrew S. Lowe shall not be expected to result in, personally liable or have any violation of an Environmental Law, any Environmental Claim, personal lxxxxxxxx xxxxx or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the total cost of remedying any such condition reported therein. In the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition to Purchaser's reasonable satisfaction within ninety (90) days after the date of the Stockholders' receipt of the final draft of the letter report. If such condition cannot be remedied to Purchaser's reasonable satisfaction within ninety (90) days, the Purchase Price shall be reduced by the amount determined by Xxxxxxxxxx Xxxxxx or the Environmental Consultant to be reasonably necessary to remedy such conditionconnection with this Lease.

Environmental Report. Prior Tenant shall have the right to obtain an environmental inspection report on the Closing, the Company shall (i) provide to Purchaser Demised Premises and surrounding property from a letter from the Nebraska Department of Environmental Quality ("DEQ") stating that no further investigation or remediation will be required reputable environmental consulting firm selected by DEQ related to the two fuel oil underground storage tanks formerly located at KOLN-TV, Lincoln, Nebraska and noted in Section 4.7 of the Environmental Report related to KOLN-TV Tenant (the "Former USTs"), or (ii) cause, at its sole cost and expense, Xxxxxxxxxx Xxxxxx or such other environmental consultant as shall be reasonably acceptable to Purchaser (the "Environmental Consultant") to perform an investigation, consistent with applicable state regulations (the "Investigation"), of the area surrounding the Former USTs to determine if contamination from the Former USTs is present. In the event actionable levels of contamination related to the Former USTs are detected by such Investigation, the Stockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination in compliance with applicable state regulations (the "Remedial Action"). In Tenant shall obtain the event the Stockholders do not make such election or the Remedial Action is not completed on or prior to the Closing Date, then the Purchase Price shall be reduced by the amount determined by the Environmental Consultant to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised of the status of any Investigation or Remedial Action by providing the Purchaser with Material documents and information relating to the performance of the Investigation and Remedial Action. Prior to the Closing, the Company shall further cause Xxxxxxxxxx Xxxxxx or the Environmental Consultant to visually observe the towers located in Beaver Crossing and Heartwell, Nebraska and provide a letter environmental inspection report summarizing such observations to Purchaser and the Company. The Environmental Consultant's costs to conduct such visual observations shall be paid equally by the Stockholders and Purchaser. Such letter report shall state that no condition exists with respect to the assets currently owned, leased, operated, or controlled by the Company or any of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the total cost of remedying any such condition reported therein. In the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition to Purchaser's reasonable satisfaction within ninety thirty (9030) days after the date hereof. If the Consultant's report is unsatisfactory to Tenant because it indicates a reasonable basis to believe Hazardous Substances are present (or there is a threatened release of such Hazardous Substances) on the Demised Premises or anywhere within a proximity thereto which would give Tenant a reasonable basis to believe such Hazardous Substances may spread to the Demised Premises and would require remediation, the Tenant shall notify Landlord within ten (10) days of receipt of such report and Landlord shall have thirty (30) days after receipt of such notice within which to advise Tenant as to whether Landlord will submit a proposal to Tenant of a plan to clean-up or remediate the Hazardous Substances at Landlord's sole expense, and if Landlord will submit such a plan, a copy thereof. If the Landlord's response is not acceptable to Tenant based on the recommendation of Tenant's environmental consultant, or if the time period required to complete the clean-up or remediation is unacceptable to Tenant, Tenant may terminate this Lease and recover any prepaid rent by giving Landlord written notice thereof within ten (10) days after Tenant's receipt of Landlord's response. Tenant shall have no obligation to commence construction of the Stockholders' Building or pay any rent unless and until any clean-up or remediation agreed to by Landlord is completed. In the absence of Tenant's delivery of the Consultant's report within thirty (30) days of the date of this Lease, or in the absence of Tenant's notice of termination within ten (10) days after receipt of Landlord's response to such report, Tenant shall be deemed to have approved the final draft environmental condition of the letter report. If such condition cannot be remedied to Purchaser's reasonable satisfaction within ninety (90) days, Demised Premises and the Purchase Price provisions of this Section 41 shall be reduced by the amount determined by Xxxxxxxxxx Xxxxxx or the Environmental Consultant to be reasonably necessary to remedy such conditionof no further force and effect.

Environmental Report. Prior It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and Seller and dated on escrow closing date be delivered to the ClosingSeller on the closing date. Buyer may cancel this agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the Company First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under sections 15(a) of this agreement (iwhich will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) provide shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to Purchaser a letter from the Nebraska Department of Environmental Quality ("DEQ") stating that no further investigation or remediation terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be required by DEQ related deemed to have canceled this Agreement and relinquish all rights in and to the two fuel oil underground storage tanks formerly located at KOLN-TV, Lincoln, Nebraska and noted in Section 4.7 of Property unless Buyer makes the Environmental Report related to KOLN-TV (the "Former USTs"), or (ii) cause, at its sole cost and expense, Xxxxxxxxxx Xxxxxx or such other environmental consultant as shall be reasonably acceptable to Purchaser (the "Environmental Consultant") to perform an investigation, consistent with applicable state regulations (the "Investigation"), of the area surrounding the Former USTs to determine if contamination from the Former USTs is presentSecond Payment when required. In the event actionable levels of contamination related to the Former USTs are detected by such Investigation, the Stockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination in compliance with applicable state regulations (the "Remedial Action"). In the event the Stockholders do not make such election or the Remedial Action If this Agreement is not completed on or prior to the Closing Date, then the Purchase Price shall be reduced by the amount determined by the Environmental Consultant to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised of the status of any Investigation or Remedial Action by providing the Purchaser with Material documents and information relating to the performance of the Investigation and Remedial Action. Prior to the Closing, the Company shall further cause Xxxxxxxxxx Xxxxxx or the Environmental Consultant to visually observe the towers located in Beaver Crossing and Heartwell, Nebraska and provide a letter report summarizing such observations to Purchaser canceled and the Company. The Environmental ConsultantSecond Payment is made when required, all of Buyer's costs to conduct such visual observations shall conditions and contingencies will be paid equally by the Stockholders and Purchaser. Such letter report shall state that no condition exists with respect to the assets currently owned, leased, operated, or controlled by the Company or any of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the total cost of remedying any such condition reported therein. In the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition to Purchaser's reasonable satisfaction within ninety (90) days after the date of the Stockholders' receipt of the final draft of the letter report. If such condition cannot be remedied to Purchaser's reasonable satisfaction within ninety (90) days, the Purchase Price shall be reduced by the amount determined by Xxxxxxxxxx Xxxxxx or the Environmental Consultant to be reasonably necessary to remedy such conditiondeemed satisfied.

Environmental Report. Prior to Within fifteen (15) days from the Closingdate of this Agreement, Seller and the Company Company, at the Company's expense, shall (i) provide furnish to Purchaser a letter from the Nebraska Department of Environmental Quality ("DEQ") stating that no further investigation or remediation will be required by DEQ related to the two fuel oil underground storage tanks formerly located at KOLN-TV, Lincoln, Nebraska Phase I environmental study and noted in Section 4.7 report covering all of the Environmental Report related to KOLN-TV (the "Former USTs"), or (ii) cause, at its sole cost Company Real Estate and expense, Xxxxxxxxxx Xxxxxx or such other prepared by an environmental consultant as shall be reasonably consulting firm mutually acceptable to Seller and Purchaser (the "Environmental Consultant") to perform an investigation, consistent with applicable state regulations (the "Investigation"), of the area surrounding the Former USTs to determine if contamination from the Former USTs is present. In the event actionable levels of contamination related to the Former USTs are detected by such Investigation, the Stockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination in compliance with applicable state regulations (the "Remedial ActionReport"). In the event the Stockholders do not make such election or the Remedial Action is not completed on or prior to the Closing Date, then the Purchase Price shall be reduced by the amount determined by If the Environmental Consultant to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised of the status of Report shows any Investigation or Remedial Action by providing the Purchaser with Material documents and information relating to the performance of the Investigation and Remedial Action. Prior to the Closing, the Company shall further cause Xxxxxxxxxx Xxxxxx or the Environmental Consultant to visually observe the towers located in Beaver Crossing and Heartwell, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultant's costs to conduct such visual observations shall be paid equally by the Stockholders and Purchaser. Such letter report shall state environmental condition that no condition exists with respect to the assets currently owned, leased, operated, or controlled by the Company or any of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the total cost of remedying any such condition reported therein. In the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition is unacceptable to Purchaser's reasonable satisfaction , Purchaser shall, within ninety ten (9010) days after the date of the Stockholders' its receipt of the final draft Environmental Report, notify Seller of such condition(s) and the reasons for Purchaser's objections thereto ("Purchaser's Environmental Objections"). Upon expiration of such ten-day notification period, Purchaser shall be deemed to have accepted the form and substance of the letter reportEnvironmental Report, except, however, those matters to which Purchaser has timely objected in accordance with the preceding sentence. Seller shall have no obligation to bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of Purchaser's Environmental Objections. Within five days following receipt of Purchaser's Environmental Objections, Seller shall give notice to Purchaser of what actions, if any, that Seller proposes to take in order to cure Purchaser's Environmental Objections. If such condition cannot be remedied Seller is unable or unwilling to remedy Purchaser's Environmental Objections to the reasonable satisfaction within ninety (90) daysof Purchaser, the Purchase Price shall be reduced Purchaser may terminate this Agreement by notice in writing to Seller by the amount determined by Xxxxxxxxxx Xxxxxx earliest to occur of (i) the Closing Date or the Environmental Consultant to be reasonably necessary (ii) five (5) business days following notice from Seller that it is unable or unwilling to remedy such conditionPurchaser's Environmental Objections, in which event, except as expressly provided otherwise in this Agreement, none of the parties hereto shall have any further rights or obligations under this Agreement. If this Agreement is terminated for any reason, Purchaser agrees to immediately return the Current Environmental Report to the Company and to hold the contents thereof strictly confidential. Likewise, pending and following Closing hereunder, Seller, shall hold the Current Environmental Report strictly confidential and shall not disclose the same or its contents to any third party without the prior written consent of Purchaser.

Environmental Report. Prior Unless the Lessee has exercised its option to purchase the Facility and has paid all amounts due and owing in connection therewith, not less than 90 days and not more than 180 days prior to the Closinglast day of the Term (or the date on which the Facility is otherwise returned to the Owner Trustee or the Indenture Trustee, as the case may be), the Company Lessee shall (i) provide to Purchaser the Owner Trustee the Owner Participant, and the Indenture Trustee (in the event that the Secured Indebtedness has not been fully paid and satisfied) an inspection report prepared by a letter from reputable environmental consulting firm selected by the Nebraska Department of Environmental Quality ("DEQ") stating that no further investigation or remediation will be required by DEQ related Owner Trustee and reasonably satisfactory to the two fuel oil underground storage tanks formerly located at KOLN-TVOwner Participant or the Indenture Trustee, Lincolnas the case may be, Nebraska certifying whether or not the Site and noted the Facility are in Section 4.7 of the compliance with CERCLA, RCRA and in all material respects with all other then existing Environmental Report related to KOLN-TV (the "Former USTs"), or (ii) cause, at its sole cost and expense, Xxxxxxxxxx Xxxxxx or such other environmental consultant as shall be reasonably acceptable to Purchaser (the "Environmental Consultant") to perform an investigation, consistent with applicable state regulations (the "Investigation"), of the area surrounding the Former USTs to determine if contamination from the Former USTs is presentLaws. In the event actionable levels of contamination related to that such report indicates that the Former USTs are detected by such Investigation, Site or the Stockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination Facility is not in compliance with applicable state regulations (all then existing Environmental Laws or that Remedial Action could be required at the "Remedial Action"). In Leased Property, the event the Stockholders do not make such election Owner Trustee or the Remedial Action Indenture Trustee, as the case may be, may elect either (A) to deem that the Leased Property is not completed returned until the earlier of (1) the date on which the Site and the Facility are in compliance with all then existing Environmental Laws and (2) one year after the last day of the Term, in which case the Lessee shall continue to be obligated under all the terms and conditions of this Lease (including without limitation the provisions relating to insurance, indemnification and risk of loss), except that the Lessee shall not be required to pay Periodic Rent and Periodic Site Rent after the expiration of the Basic Term or prior any Renewal Term, as the case may be, but the Lessee shall pay to the Closing DateOwner Trustee or the Indenture Trustee, then as the Purchase Price shall be reduced case may be, as liquidated damages, and not as a penalty, for the failure of the Lessee to return the Leased Property to the Owner Trustee or the Indenture Trustee, as the case may be, at the expiration of the Term as required by the provisions of this Section 16, an amount determined by the Environmental Consultant equal to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised 120% of the status daily equivalent of any Investigation (y) the arithmetic average of the Periodic Rent during the Basic Term, or Remedial Action by providing (z) if the Purchaser with Material documents and information relating failure to return occurs after a Renewal Term, the arithmetic average of the Periodic Rent during such Renewal Term, or (B) to terminate this Lease, in which case the Lessee shall pay to the performance Owner Trustee or the Indenture Trustee, as the case may be, the Termination Value for the Facility and title to this Facility shall vest in the Lessee upon such payment. If the Owner Trustee or the Indenture Trustee, as the case may be, elects the option specified in clause (A) above and the Facility has not been properly repaired one year after the last day of the Investigation and Remedial Action. Prior Term, the Lessee shall pay to the ClosingOwner Trustee or the Indenture Trustee, as the case may be, the Company shall further cause Xxxxxxxxxx Xxxxxx or Termination Value for the Environmental Consultant to visually observe the towers located in Beaver Crossing and Heartwell, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultant's costs to conduct such visual observations shall be paid equally by the Stockholders and Purchaser. Such letter report shall state that no condition exists with respect to the assets currently owned, leased, operated, or controlled by the Company or any of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the total cost of remedying any such condition reported therein. In the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition to Purchaser's reasonable satisfaction within ninety (90) days after the date of the Stockholders' receipt of the final draft of the letter report. If such condition cannot be remedied to Purchaser's reasonable satisfaction within ninety (90) days, the Purchase Price shall be reduced by the amount determined by Xxxxxxxxxx Xxxxxx or the Environmental Consultant to be reasonably necessary to remedy such conditionFacility.

Environmental Report. Prior to the end of the Inspection Period, Buyer will procure from a licensed, insured environmental consultant of its choice (said environmental consultant selected by Buyer hereinafter referred to as the “Environmental Consultant”) a Phase 1 environmental audit (“Phase 1”) of the Property. Buyer shall deliver a copy of the Phase 1 to Seller promptly following its receipt of same but in any event prior to the end of the Inspection Period. Buyer’s election to proceed with this transaction following the end of the Inspection Period shall be conclusive evidence that Buyer is satisfied with the Phase 1 and all environmental matters pertaining to the Premises. Notwithstanding the foregoing, due to the lengthy period of time between the expiration of the Inspection Period and Closing, the Company shall (i) provide to Purchaser a letter Seller hereby agrees that Buyer may obtain from the Nebraska Department of Environmental Quality ("DEQ") stating that no further investigation or remediation will be required by DEQ related Consultant an update to the two fuel oil underground storage tanks formerly located at KOLN-TV, Lincoln, Nebraska and noted in Section 4.7 of Phase 1 prior to the Environmental Report related to KOLN-TV (the "Former USTs"), or (ii) cause, at its sole cost and expense, Xxxxxxxxxx Xxxxxx or such other environmental consultant as shall be reasonably acceptable to Purchaser (the "Environmental Consultant") to perform an investigation, consistent with applicable state regulations (the "Investigation"), of the area surrounding the Former USTs to determine if contamination from the Former USTs is presentClosing. In the event actionable levels that such updated Phase 1 evidences a discovery on the Property of contamination related hazardous substances in violation of environmental laws which (i) was not present during the Inspection Period or could not, with the exercise of reasonable diligence, have been discovered during the Inspection Period; and (ii) would materially and adversely affect Buyer, as reasonably determined by Buyer, Buyer shall have the right to object to said condition to Seller by providing written notice to Seller, specifying the exact nature and scope of the condition, within ten (10) days of discovery of said condition. Seller shall have sixty (60) days from receipt of said written notice to cure said material and adverse condition in accordance with applicable environmental laws (and the Closing may be extended up to such sixty (60) day period to the Former USTs are detected by such Investigationextent necessary), failing which, Buyer shall have the Stockholders mayright to terminate this Agreement, at their sole discretion, elect to cause whereupon the Company to remediate the identified contamination in compliance with applicable state regulations (the "Remedial Action"). In the event the Stockholders do not make such election or the Remedial Action is not completed on or prior to the Closing Date, then the Purchase Price Xxxxxxx Money Deposit shall be reduced by the amount determined by the Environmental Consultant immediately returned to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised of the status of any Investigation or Remedial Action by providing the Purchaser with Material documents Buyer and information relating to the performance of the Investigation and Remedial Action. Prior to the Closing, the Company shall further cause Xxxxxxxxxx Xxxxxx or the Environmental Consultant to visually observe the towers located in Beaver Crossing and Heartwell, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultant's costs to conduct such visual observations this Agreement shall be paid equally by the Stockholders of no further force and Purchaser. Such letter report shall state that no condition exists with respect to the assets currently ownedeffect, leased, operated, except for such terms and provisions which specifically survive expiration or controlled by the Company or any termination of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the total cost of remedying any such condition reported therein. In the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition to Purchaser's reasonable satisfaction within ninety (90) days after the date of the Stockholders' receipt of the final draft of the letter report. If such condition cannot be remedied to Purchaser's reasonable satisfaction within ninety (90) days, the Purchase Price shall be reduced by the amount determined by Xxxxxxxxxx Xxxxxx or the Environmental Consultant to be reasonably necessary to remedy such conditionthis Agreement as provided herein.

Environmental Report. Prior Buyer obtaining, at Buyer’s cost, a written report from an environmental consultant of Buyer’s choosing comprised of a Phase I environmental site assessment performed according to and stating the opinions as provided in the Standard Practice for Environmental Site Assessments and such further analyses, assessments and reports as required in order to confirm that there are no recognized environmental conditions affecting the Property, and that the soils, groundwater and surface waters on, in, or under the Property do not contain any hazardous substances. Buyer may (but is not obligated to) conduct Phase II investigations if necessary as a result of matters disclosed in the Phase I environmental site assessment, including but not limited to, the right to perform soil borings on the Property. Buyer agrees to restore, or have its contractors and other agents restore, any land affected by any borings on the Property and after Buyer’s investigation of the Property is complete. Buyer and Seller agree that Buyer’s obligation to restore the Property shall be limited to returning the land affected to the Closing, grade existing before the Company shall investigations and borings were conducted. If the Phase I environmental assessment report or any subsequent investigations discloses (i) provide any actual or potential recognized environmental condition which Buyer is unwilling to Purchaser a letter from the Nebraska Department of Environmental Quality ("DEQ") stating that no further investigation or remediation will be required by DEQ related to the two fuel oil underground storage tanks formerly located at KOLN-TV, Lincoln, Nebraska and noted in Section 4.7 of the Environmental Report related to KOLN-TV (the "Former USTs"), or accept and/or (ii) causethat there are or may be any hazardous substances located on, at in, or under the Property which Buyer is unwilling to accept, then Buyer may provide Seller written notification of its sole cost and expense, Xxxxxxxxxx Xxxxxx or such other objection to the environmental consultant as shall be reasonably acceptable to Purchaser (the "Environmental Consultant") to perform an investigation, consistent with applicable state regulations (the "Investigation"), condition of the area surrounding the Former USTs to determine if contamination from the Former USTs is presentProperty. In the event actionable levels that Buyer notifies Seller of contamination related an objection to the Former USTs are detected by such Investigationenvironmental condition of the Property, the Stockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination in compliance with applicable state regulations (the "Remedial Action"). In the event the Stockholders do not make such election or the Remedial Action is not completed on or prior to the Closing Date, then the Purchase Price Seller shall be reduced by the amount determined by the Environmental Consultant to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised of the status of any Investigation or Remedial Action by providing the Purchaser with Material documents and information relating to the performance of the Investigation and Remedial Action. Prior to the Closinggranted a reasonable period, the Company shall further cause Xxxxxxxxxx Xxxxxx or the Environmental Consultant to visually observe the towers located in Beaver Crossing and Heartwell, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultant's costs to conduct such visual observations shall be paid equally by the Stockholders and Purchaser. Such letter report shall state that no condition exists with respect to the assets currently owned, leased, operated, or controlled by the Company or any of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the total cost of remedying any such condition reported therein. In the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition to Purchaser's reasonable satisfaction within ninety not exceeding thirty (90) days after the date of the Stockholders' receipt of the final draft of the letter report. If such condition cannot be remedied to Purchaser's reasonable satisfaction within ninety (9030) days, in which to remove Buyer's objections and, subject to the Purchase Price other limitations and contingencies set forth in this Agreement, the closing date shall be reduced by the amount determined by Xxxxxxxxxx Xxxxxx extended as necessary for this purpose. If Seller is unable, after using reasonable diligence, to remove Buyer's objections within such thirty (30) day period, then Buyer may provide Seller written notification of its intent to terminate within thirty (30) days thereafter or the Environmental Consultant to this contingency will be reasonably necessary to remedy such conditiondeemed waived. The time for closing will be extended accordingly.

Environmental Report. Prior to Within forty-five (45) days from the Closingdate of this Agreement, Seller and the Company Company, at Seller's expense, shall (i) provide furnish to Purchaser a letter from the Nebraska Department of Environmental Quality ("DEQ") stating that no further investigation or remediation will be required by DEQ related to the two fuel oil underground storage tanks formerly located at KOLN-TV, Lincoln, Nebraska Phase I environmental study and noted in Section 4.7 report covering all of the Environmental Report related to KOLN-TV (the "Former USTs"), or (ii) cause, at its sole cost Company Real Estate and expense, Xxxxxxxxxx Xxxxxx or such other prepared by an environmental consultant as shall be reasonably consulting firm mutually acceptable to Seller and Purchaser (the "Environmental Consultant") to perform an investigation, consistent with applicable state regulations (the "Investigation"), of the area surrounding the Former USTs to determine if contamination from the Former USTs is present. In the event actionable levels of contamination related to the Former USTs are detected by such Investigation, the Stockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination in compliance with applicable state regulations (the "Remedial ActionReport"). In the event the Stockholders do not make such election or the Remedial Action is not completed on or prior to the Closing Date, then the Purchase Price shall be reduced by the amount determined by If the Environmental Consultant to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised of the status of Report shows any Investigation or Remedial Action by providing the Purchaser with Material documents and information relating to the performance of the Investigation and Remedial Action. Prior to the Closing, the Company shall further cause Xxxxxxxxxx Xxxxxx or the Environmental Consultant to visually observe the towers located in Beaver Crossing and Heartwell, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultant's costs to conduct such visual observations shall be paid equally by the Stockholders and Purchaser. Such letter report shall state environmental condition that no condition exists with respect to the assets currently owned, leased, operated, or controlled by the Company or any of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the total cost of remedying any such condition reported therein. In the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition is unacceptable to Purchaser's reasonable satisfaction , Purchaser shall, within ninety ten (9010) days after the date of the Stockholders' its receipt of the final draft Environmental Report, notify Seller of such condition(s) and the reasons for Purchaser's objections thereto ("Purchaser's Environmental Objections"). Upon expiration of such ten-day notification period, Purchaser shall be deemed to have accepted the form and substance of the letter reportEnvironmental Report, except, however, those matters to which Purchaser has timely objected in accordance with the preceding sentence. Seller shall have no obligation to bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of Purchaser's Environmental Objections. Within five days following receipt of Purchaser's Environmental Objections, Seller shall give notice to Purchaser of what actions, if any, that Seller proposes to take in order to cure Purchaser's Environmental Objections. If such condition cannot be remedied Seller is unable or unwilling to remedy Purchaser's Environmental Objections to the reasonable satisfaction within ninety (90) daysof Purchaser, the Purchase Price shall be reduced Purchaser may terminate this Agreement by notice in writing to Seller by the amount determined by Xxxxxxxxxx Xxxxxx earliest to occur of (i) the Closing Date or (ii) five (5) business days following notice from Seller that it is unable or unwilling to remedy Purchaser's Environmental Objections, in which event, except as expressly provided otherwise in this Agreement, none of the parties hereto shall have any further rights or obligations under this Agreement. If this Agreement is terminated for any reason, Purchaser agrees to immediately return the Current Environmental Report to the Company and to hold the contents thereof strictly confidential. Likewise, pending and following Closing hereunder, Seller, shall hold the Environmental Consultant Report strictly confidential and shall not disclose the same or its contents to be reasonably necessary to remedy such conditionany third party without the prior written consent of Purchaser.

Environmental Report. Prior to the Closing, the Company shall (i) provide to Purchaser a letter from the Nebraska Department of Environmental Quality ("DEQ") stating that no further investigation or remediation will be required by DEQ related to the two fuel oil underground storage tanks formerly located at KOLN-TV, Lincoln, Nebraska and noted in Section 4.7 of the Environmental Report related to KOLN-TV (the "Former USTs"), or (ii) cause, at its sole cost and expense, Xxxxxxxxxx Xxxxxx Montgomery Watson or such other environmental consultant xxxxxxxxxnxxx xxnsultant as shall be reasonably acceptable to Purchaser (the "Environmental Consultant") to perform an investigation, consistent with applicable state regulations (the "Investigation"), of the area surrounding the Former USTs to determine if contamination from the Former USTs is present. In the event actionable levels of contamination related to the Former USTs are detected by such Investigation, the Stockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination in compliance with applicable state regulations (the "Remedial Action"). In the event the Stockholders do not make such election or the Remedial Action is not completed on or prior to the Closing Date, then the Purchase Price shall be reduced by the amount determined by the Environmental Consultant to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised of the status of any Investigation or Remedial Action by providing the Purchaser with Material documents and information relating to the performance of the Investigation and Remedial Action. Prior to the Closing, the Company shall further cause Xxxxxxxxxx Xxxxxx Montgomery Watson or the Environmental Consultant Enviroxxxxxxx Xxnxxxxxxt to visually observe the towers located in Beaver Crossing and Heartwell, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultant's costs to conduct such visual observations shall be paid equally by the Stockholders and Purchaser. Such letter report shall state that no condition exists with respect to the assets currently owned, leased, operated, or controlled by the Company or any of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the total cost of remedying any such condition reported therein. In the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition to Purchaser's reasonable satisfaction within ninety (90) days after the date of the Stockholders' receipt of the final draft of the letter report. If such condition cannot be remedied to Purchaser's reasonable satisfaction within ninety (90) days, the Purchase Price shall be reduced by the amount determined by Xxxxxxxxxx Xxxxxx Montgomery Watson or the Environmental Consultant Enviroxxxxxxx Xxnxxxxxxt to be reasonably necessary to remedy such condition.

Environmental Report. Prior Within fifteen (15) days from the date of this Agreement, the Stock Sellers, the Company, and GSSWD, at their sole expense, shall furnish to Purchaser Phase I environmental studies and reports covering all of the Subject Real Estate and prepared by an environmental consulting firm or firms mutually acceptable to the Closing, the Company shall (i) provide to Purchaser a letter from the Nebraska Department of Environmental Quality ("DEQ") stating that no further investigation or remediation will be required by DEQ related to the two fuel oil underground storage tanks formerly located at KOLN-TV, Lincoln, Nebraska Stock Sellers and noted in Section 4.7 of the Environmental Report related to KOLN-TV (the "Former USTs"), or (ii) cause, at its sole cost and expense, Xxxxxxxxxx Xxxxxx or such other environmental consultant as shall be reasonably acceptable to Purchaser (the "Environmental Consultant") to perform an investigation, consistent with applicable state regulations (the "Investigation"), of the area surrounding the Former USTs to determine if contamination from the Former USTs is present. In the event actionable levels of contamination related to the Former USTs are detected by such Investigation, the Stockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination in compliance with applicable state regulations (the "Remedial ActionReports"). In the event the Stockholders do not make such election or the Remedial Action is not completed on or prior to the Closing Date, then the Purchase Price shall be reduced by the amount determined by If the Environmental Consultant to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised of the status of Reports show any Investigation or Remedial Action by providing the Purchaser with Material documents and information relating to the performance of the Investigation and Remedial Action. Prior to the Closing, the Company shall further cause Xxxxxxxxxx Xxxxxx or the Environmental Consultant to visually observe the towers located in Beaver Crossing and Heartwell, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultant's costs to conduct such visual observations shall be paid equally by the Stockholders and Purchaser. Such letter report shall state environmental condition that no condition exists with respect to the assets currently owned, leased, operated, or controlled by the Company or any of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the total cost of remedying any such condition reported therein. In the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition is unacceptable to Purchaser's reasonable satisfaction , Purchaser shall, within ninety ten (9010) days after the date of the Stockholders' its receipt of the final draft Environmental Reports, notify the Stock Sellers of such condition(s) and the reasons for Purchaser's objections thereto ("Purchaser's Environmental Objections"). Upon expiration of such ten-day notification period, Purchaser shall be deemed to have accepted the form and substance of the letter reportEnvironmental Reports, except, however, those matters to which Purchaser has timely objected in accordance with the preceding sentence. The Stock Sellers, the Company, and GSSWD shall have no obligation to bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of Purchaser's Environmental Objections. Within five days following receipt of Purchaser's Environmental Objections, the Stock Sellers, the Company, and GSSWD shall give notice to Purchaser of what actions, if any, they propose to take in order to cure Purchaser's Environmental Objections. If such condition cannot be remedied they are unable or unwilling to remedy Purchaser's Environmental Objections to the reasonable satisfaction within ninety of Purchaser, Purchaser may terminate this Agreement by notice in writing to the Stock Sellers by the earliest to occur of (90i) daysthe Closing Date or (ii) five (5) business days following notice from the Stock Sellers, the Purchase Price Company, and GSSWD that they are unable or unwilling to remedy Purchaser's Environmental Objections, in which event, except as expressly provided otherwise in this Agreement, none of the parties hereto shall be reduced by the amount determined by Xxxxxxxxxx Xxxxxx have any further rights or obligations under this Agreement. If this Agreement is terminated for any reason, Purchaser agrees to immediately return the Environmental Consultant Reports to be reasonably necessary the Company and to remedy such conditionhold the contents thereof strictly confidential. Likewise, pending and following Closing hereunder, the Stock Sellers, the Company, and GSSWD shall hold the Environmental Reports strictly confidential and shall not disclose the same or their contents to any third party without the prior written consent of Purchaser.