Conditions to Obligations of Cisco and CSCC Sample Clauses

Conditions to Obligations of Cisco and CSCC. The obligation of Cisco and CSCC to consummate the Closing of the Exchange on the Closing Date is subject to the satisfaction, on or before the Closing Date, of the following conditions: (a) The representations and warranties contained in Article II shall be true, complete and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and the Chief Executive Officer and Chief Financial Officer of the Company shall have certified to such effect to Cisco and CSCC in writing. (b) The Borrowers shall have performed and complied with all agreements contained herein required to be performed or complied with by it prior to or at the Closing Date, and the Chief Executive Officer and Chief Financial Officer of the Company shall have certified to Cisco and CSCC in writing to such effect. (c) The Borrowers’ Deposits (including the Cash Payment and Fee Payment), the CSCC Shares and Other Loan Party Deposits shall have been released from escrow to CSCC and the Cash Payment and Fee Payment shall have been wired by the Escrow Agent to CSCC in accordance with the wire instructions provided the Escrow Agent pursuant to the Escrow Agreement; provided, however, that (i) the Company hereby covenants and agrees that it shall not deliver the certificates representing the CSCC Shares to the Escrow Agent or file the Charter Amendment and the Certificates of Designation with the Secretary of State of the State of Delaware unless and until the CSCC shall have confirmed to the Company in a writing (making reference to this Section 5.2(c)) that all other conditions contained in this Section 5.2 have been duly satisfied in full or waived in writing by CSCC; and (ii) CSCC hereby covenants and agrees that, upon the satisfaction or waiver all other conditions contained in this Section 5.2., that it will provide the foregoing written confirmation to the Company (it being understood and agreed that (x) CSCC shall in connection therewith be entitled to rely upon any certificates, representations, warranties or other statements made by the Company, including any certificate provided under Section 5.2(a) hereof and (y) the Company shall not be required pursuant to the foregoing clause (x) to provide any such certificate, representation, warranty or other statement that is not otherwise contemplated by another provision of this Agreement). (d) CSCC shall have received a certificate of t...
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Related to Conditions to Obligations of Cisco and CSCC

  • Conditions to Obligations of Company The obligation of Company to effect the Merger is also subject to the satisfaction or waiver by Company at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of Parent The obligation of Parent to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time, of the following conditions:

  • Conditions to Obligations of Parent and Sub The obligations of Parent and Sub to effect the Merger are further subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

  • Conditions to Obligations of the Parties The obligations of Buyer, Tribune and ▇▇▇▇▇▇▇▇ to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver (such waiver to be granted by Buyer and ▇▇▇▇▇▇▇▇ (including on behalf of Tribune) as it relates to Sections 10.01(a), (b) and (c) below, and by Buyer, ▇▇▇▇▇▇▇▇ and Tribune, solely as it relates to Section 10.01(d) below, in each case, if permitted by Law), at or prior to the Closing, of each of the following conditions: (a) No provision of any applicable Law and no Order shall be in effect which has the effect of making the transactions contemplated hereby illegal or otherwise prohibits the consummation of the Closing. (b) The FCC Consent and the HSR Clearance, if any, shall have been granted or obtained and be effective. (c) Solely in the event that ▇▇▇▇▇▇▇▇ agrees to divest KSTU and KCPQ (collectively, the “Covered Stations”) in order to obtain the DOJ’s approval of the Merger, the execution by the DOJ of the DOJ Consent Decree with respect to the sale of the Covered Stations to Buyer pursuant to this Agreement or if the DOJ otherwise consents in writing with respect to such sale of the Covered Stations to Buyer. For the avoidance of doubt, if for any reason the divestiture of the Covered Stations is not required by the DOJ as a condition to the DOJ’s approval of the Merger, then the foregoing consent of DOJ shall not be a condition to the sale of the Covered Stations under this Agreement, and such Covered Stations shall be subject only to those conditions applicable to all Stations pursuant to the terms and subject to the conditions of this Agreement. (d) The conditions to the Tribune Closing shall have been satisfied or waived (except for any conditions that by their nature can only be satisfied at or as of the Tribune Closing, which conditions will be satisfied or waived at the Tribune Closing) and the Tribune Closing shall have occurred or shall be scheduled to occur immediately following the Closing.

  • Conditions to Obligations of the Company The obligation of the Company to effect the Merger is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions: