Common use of Manner Clause in Contracts

Manner. This Agreement and the transactions contemplated hereby may be terminated prior to completion of the Closing: (a) by mutual written consent of Citadel, License Sub and Purchaser; (b) by either Citadel and License Sub, on the one hand, or Purchaser, on the other, upon providing written notice to the other party at any time after June 30, 1998 if the FCC Approval has not been granted by the FCC, but only if the party providing such notice is not then in material breach of this Agreement; (c) by Purchaser, upon providing written notice to Citadel and License Sub, if as of the time set for Closing any of the conditions in Section 12 of this Agreement (except Sections 12.9 and 12.10) has not been satisfied or waived by Purchaser in writing, provided Purchaser is not then in material breach of this Agreement; (d) by Citadel and License Sub, upon providing written notice to Purchaser, if as of the time set for Closing any of the conditions in Section 11 of this Agreement (except Sections 11.7 and 11.8) has not been satisfied or waived by Citadel and License Sub in writing, provided Citadel and License Sub are not then in material breach of this Agreement; (e) by Citadel and License Sub, upon providing written notice to Purchaser, if Purchaser fails to consummate the transactions contemplated hereunder after all conditions in Section 12 of this Agreement have been satisfied, provided Citadel and License Sub are not then in material breach of this Agreement; (f) by Purchaser, upon providing written notice to Citadel and License Sub, if Citadel or License Sub fails to consummate the transactions contemplated hereunder after all conditions in Section 11 of the Agreement have been satisfied, provided Purchaser is not then in material breach of this Agreement; (g) subject to Section 9.1, by either party upon denial by the FCC of the FCC Application; and (h) by either party if any court of competent jurisdiction in the United States or any other United States governmental body shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other actions shall have become final and non-appealable.

Manner. This Agreement and the transactions contemplated hereby may be terminated prior to completion of the Closing: (a) by mutual written consent of Citadel, License Sub Sellers and PurchaserStockholders; (b) by either Citadel and License SubCitadel, on the one hand, or PurchaserSellers and Stockholders, on the other, upon providing written notice to the other party at any time after June 30, 1998 the date which is 12 months after the date of this Agreement if the FCC Approval has not been granted by the FCC, but only if the party providing such notice is not then in material breach of this Agreement; (c) by PurchaserCitadel, upon providing written notice to Sellers and Stockholders, if as of the time set for Closing any of the conditions in Section 13 (except Sections 13.9 and 13.10) has not been satisfied or waived by Citadel in writing, provided Citadel is not then in material breach of this Agreement; (d) by Sellers and License SubStockholders, upon providing written notice to Citadel, if as of the time set for Closing any of the conditions in Section 12 of this Agreement (except Sections 12.9 12.7 and 12.1012.8) has not been satisfied or waived by Purchaser Sellers and Stockholders in writing, provided Purchaser is not then in material breach of this Agreement; (d) by Citadel Sellers and License Sub, upon providing written notice to Purchaser, if as of the time set for Closing any of the conditions in Section 11 of this Agreement (except Sections 11.7 and 11.8) has not been satisfied or waived by Citadel and License Sub in writing, provided Citadel and License Sub Stockholders are not then in material breach of this Agreement; (e) by Citadel Sellers and License SubStockholders, upon providing written notice to PurchaserCitadel, if Purchaser Citadel fails to consummate the transactions contemplated hereunder after all conditions in Section 12 of this Agreement 13 have been satisfied, provided Citadel Sellers and License Sub Stockholders are not then in material breach of this Agreement; (f) by PurchaserCitadel, upon providing written notice to Citadel Sellers and License SubStockholders, if Citadel or License Sub fails Sellers and Stockholders fail to consummate the transactions contemplated hereunder after all conditions in Section 11 of the Agreement 12 have been satisfied, provided Purchaser Citadel is not then in material breach of this Agreement; (g) subject to Section 9.110.1, by either party upon denial by the FCC of the FCC ApplicationApplications; and (h) by either party if any court of competent jurisdiction in the United States or any other United States governmental body shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other actions shall have become final and non-appealableappealable (provided that such party is not then in material breach of this Agreement).

Manner. This Agreement and the transactions contemplated hereby may be terminated prior to completion of the Closing: (a) by mutual written consent of Citadel, License Sub the Company and Purchaserthe Stockholder; (b) by either Citadel and License SubCitadel, on the one hand, or Purchaserthe Company and the Stockholder, on the other, upon providing written notice to the other party at any time after June 30, 1998 if the FCC Approval has not been granted by the FCC, but only if the party providing such notice is not then in material breach of this Agreement; (c) by PurchaserCitadel, upon providing written notice to Citadel the Company and License Subthe Stockholder, if as of the time set for Closing any of the conditions in Section 12 of this Agreement (except Sections Section 12.9 and or 12.10) has not been satisfied or waived by Purchaser Citadel in writing, provided Purchaser Citadel is not then in material breach of this Agreement; (d) by Citadel the Company and License Subthe Stockholder, upon providing written notice to PurchaserCitadel, if as of the time set for Closing any of the conditions in Section 11 of this Agreement (except Sections Section 11.7 and or 11.8) has not been satisfied or waived by Citadel the Company and License Sub the Stockholder in writing, provided Citadel the Company and License Sub the Stockholder are not then in material breach of this Agreement; (e) by Citadel the Company and License Subthe Stockholder, upon providing written notice to PurchaserCitadel, if Purchaser Citadel fails to consummate the transactions contemplated hereunder after all conditions in Section 12 of this the Agreement have been satisfied, provided Citadel the Company and License Sub the Stockholder are not then in material breach of this Agreement; (f) by PurchaserCitadel, upon providing written notice to Citadel the Company and License Subthe Stockholder, if Citadel or License Sub fails the Company and the Stockholder fail to consummate the transactions contemplated hereunder after all conditions in Section 11 of the this Agreement have been satisfied, provided Purchaser Citadel is not then in material breach of this Agreement; (g) subject to Section 9.1, by either party upon denial by the FCC of the FCC Application; and (h) by either party if any court of competent jurisdiction in the United States or any other United States governmental body shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other actions shall have become final and non-appealableappealable (provided that such party is not then in material breach of this Agreement).

Manner. This Agreement and the transactions contemplated hereby may be terminated prior to completion of the Closing: (a) by mutual written consent of Citadel, License Sub CLI, Sellers and PurchaserStockholder; (b) by either Citadel and License SubCLI, on the one hand, or PurchaserSellers and Stockholder, on the other, upon providing written notice to the other party at any time after June 30, 1998 the date which is 12 months after the date of this Agreement if the FCC Approval has not been granted by the FCC, but only if the party providing such notice is not then in material breach of this Agreement; (c) by PurchaserCCC, Citadel and CLI, upon providing written notice to Sellers and Stockholder, if as of the time set for Closing any of the conditions in Section 13 (except Sections 13.9 and 13.10) has not been satisfied or waived by CCC, Citadel and License SubCLI in writing, provided CCC, Citadel and CLI are not then in material breach of this Agreement; (d) by Sellers and Stockholder, upon providing written notice to CCC, Citadel and CLI, if as of the time set for Closing any of the conditions in Section 12 of this Agreement (except Sections 12.9 12.7 and 12.1012.8) has not been satisfied or waived by Purchaser Sellers and Stockholder in writing, provided Purchaser is not then in material breach of this Agreement; (d) by Citadel Sellers and License Sub, upon providing written notice to Purchaser, if as of the time set for Closing any of the conditions in Section 11 of this Agreement (except Sections 11.7 and 11.8) has not been satisfied or waived by Citadel and License Sub in writing, provided Citadel and License Sub Stockholder are not then in material breach of this Agreement; (e) by Citadel Sellers and License SubStockholder, upon providing written notice to PurchaserCCC, Citadel and CLI, if Purchaser CCC, Citadel or CLI fails to consummate the transactions contemplated hereunder after all conditions in Section 12 of this Agreement 13 have been satisfied, provided Citadel Sellers and License Sub Stockholder are not then in material breach of this Agreement; (f) by PurchaserCCC, Citadel and CLI, upon providing written notice to Citadel Sellers and License SubStockholder, if Citadel or License Sub fails Sellers and Stockholder fail to consummate the transactions contemplated hereunder after all conditions in Section 11 of the Agreement 12 have been satisfied, provided Purchaser is CCC, Citadel and CLI are not then in material breach of this Agreement; (g) subject to Section 9.110.1, by either party upon denial by the FCC of the FCC Application; and (h) by either party if any court of competent jurisdiction in the United States or any other United States governmental body shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other actions shall have become final and non-appealable.appealable (provided that such party is not then in material breach of this Agreement). 42 44

Manner. This Agreement and the transactions contemplated hereby may be terminated prior to completion of the Closing: (a) by mutual written consent of Citadel, License Sub Citadel and Purchaserthe Stockholder; (b) by either Citadel and License Sub, on or the one hand, or Purchaser, on the other, Stockholder upon providing written notice to the other party at any time after June April 30, 1998 2000 if the FCC Approval has not been granted by the FCC, but only if the party providing such notice is not then in material breach of this Agreement; (c) by PurchaserCitadel, upon providing written notice to Citadel and License Sub, if as of the time set for Closing any of the conditions in Section 12 of this Agreement (except Sections 12.9 and 12.10) has not been satisfied or waived by Purchaser in writing, provided Purchaser is not then in material breach of this Agreement; (d) by Citadel and License Sub, upon providing written notice to PurchaserStockholder, if as of the time set for Closing any of the conditions in Section 11 of this Agreement (except Sections 11.7 and 11.8Section 11.8 or 11.9) has not been satisfied or waived by Citadel and License Sub in writing, provided Citadel and License Sub are is not then in material breach of this Agreement; (ed) by Citadel and License Subthe Stockholder, upon providing written notice to PurchaserCitadel, if Purchaser as of the time set for Closing any of the conditions in Section 10 (except Section 10.7 or 10.8) has not been satisfied or waived by the Stockholder in writing, provided the Stockholder is not then in material breach of this Agreement and the condition set forth in Section 11.11 has been satisfied; (e) by the Stockholder, upon providing written notice to Citadel, if Citadel fails to consummate the transactions contemplated hereunder hereby after all conditions in Section 12 of this Agreement 11 have been satisfied, provided Citadel and License Sub are the Stockholder is not then in material breach of this Agreement; (f) by PurchaserCitadel, upon providing written notice to Citadel and License Subthe Stockholder, if Citadel or License Sub the Stockholder fails to consummate the transactions contemplated hereunder hereby after all conditions in Section 11 of the Agreement 10 have been satisfied, provided Purchaser Citadel is not then in material breach of this Agreement; (g) subject to Section 9.1, by either party Citadel or the Stockholder upon denial by the FCC of the FCC Application; and; (h) by either party Citadel or the Stockholder if any court of competent jurisdiction in the United States or any other United States governmental body shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other actions shall have become final and non-appealable; and (i) by Citadel in the event a definitive agreement relating to the Full▇▇ ▇▇▇nsaction (in form and substance acceptable to Citadel in its complete discretion) and the Contribution Agreement are not executed and delivered within two business days after the date of this Agreement or cease to be in full force and effect at any time prior to the Closing.

Manner. This Agreement and the transactions contemplated hereby may be terminated prior to completion of the Closing: (a) by mutual written consent of Citadel, License Sub and PurchaserSeller; (b) by either Citadel and License Sub, on the one hand, or PurchaserSeller, on the other, upon providing written notice to the other party at any time after June 30, 1998 if the FCC Approval has not been granted by the FCC, but only if the party providing such notice is not then in material breach of this Agreement; (c) by PurchaserCitadel and License Sub, upon providing written notice to Citadel and License SubSeller, if as of the time set for Closing any of the conditions in Section 12 of this Agreement (except Sections Section 12.9 and or 12.10) has not been satisfied or waived by Purchaser in writing, provided Purchaser is not then in material breach of this Agreement; (d) by Citadel and License Sub, upon providing written notice to Purchaser, if as of the time set for Closing any of the conditions in Section 11 of this Agreement (except Sections 11.7 and 11.8) has not been satisfied or waived by Citadel and License Sub in writing, provided Citadel and License Sub are not then in material breach of this Agreement; (ed) by Citadel and License SubSeller, upon providing written notice to PurchaserCitadel and License Sub, if Purchaser fails to consummate as of the transactions contemplated hereunder after all time set for Closing any of the conditions in Section 12 11 of this Agreement have (except Section 11.7 or 11.8) has not been satisfiedsatisfied or waived by Seller in writing, provided Citadel and License Sub are Seller is not then in material breach of this Agreement; (fe) by PurchaserSeller, upon providing written notice to Citadel and License Sub, if Citadel or License Sub fails to consummate the transactions contemplated hereunder after all conditions in Section 11 12 of the Agreement have been satisfied, provided Purchaser Seller is not then in material breach of this Agreement; (f) by Citadel and License Sub, upon providing written notice to Seller, if Seller fails to consummate the transactions contemplated hereunder after all conditions in Section 11 of this Agreement have been satisfied, provided Citadel and License Sub are not then in material breach of this Agreement; (g) subject to Section 9.1, by either party upon denial by the FCC of the FCC Application; and (h) by either party if any court of competent jurisdiction in the United States or any other United States governmental body shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other actions shall have become final and non-appealableappealable (provided that such party is not then in material breach of this Agreement).

Manner. This Agreement and the transactions contemplated hereby may be terminated prior to completion of the Closing: (a) by mutual written consent of Citadel, License Sub Citadel and Purchaserthe Stockholder; (b) by either Citadel and License Sub, on or the one hand, or Purchaser, on the other, Stockholder upon providing written notice to the other party at any time after June April 30, 1998 2000 if the FCC Approval has not been granted by the FCC, but only if the party providing such notice is not then in material breach of this Agreement; (c) by PurchaserCitadel, upon providing written notice to Citadel and License Sub, if as of the time set for Closing any of the conditions in Section 12 of this Agreement (except Sections 12.9 and 12.10) has not been satisfied or waived by Purchaser in writing, provided Purchaser is not then in material breach of this Agreement; (d) by Citadel and License Sub, upon providing written notice to PurchaserStockholder, if as of the time set for Closing any of the conditions in Section 11 of this Agreement (except Sections 11.7 and 11.8Section 11.8 or 11.9) has not been satisfied or waived by Citadel and License Sub in writing, provided Citadel and License Sub are is not then in material breach of this Agreement; (ed) by Citadel and License Subthe Stockholder, upon providing written notice to PurchaserCitadel, if Purchaser as of the time set for Closing any of the conditions in Section 10 (except Section 10.7 or 10.8) has not been satisfied or waived by the Stockholder in writing, provided the Stockholder is not then in material breach of this Agreement and the condition set forth in Section 11.11 has been satisfied; (e) by the Stockholder, upon providing written notice to Citadel, if Citadel fails to consummate the transactions contemplated hereunder hereby after all conditions in Section 12 of this Agreement 11 have been satisfied, provided Citadel and License Sub are the Stockholder is not then in material breach of this Agreement; (f) by PurchaserCitadel, upon providing written notice to Citadel and License Subthe Stockholder, if Citadel or License Sub the Stockholder fails to consummate the transactions contemplated hereunder hereby after all conditions in Section 11 of the Agreement 10 have been satisfied, provided Purchaser Citadel is not then in material breach of this Agreement; (g) subject to Section 9.1, by either party Citadel or the Stockholder upon denial by the FCC of the FCC Application; and; (h) by either party Citadel or the Stockholder if any court of competent jurisdiction in the United States or any other United States governmental body shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other actions shall have become final and non-appealable; and (i) by Citadel in the event the definitive agreement relating to the Jeff▇▇▇ ▇▇▇nsaction dated the date of this Agreement and heretofore executed and delivered and the Contribution Agreement cease to be in full force and effect at any time prior to the Closing.

Manner. This Agreement and the transactions contemplated hereby may be terminated prior to completion of the Closing: : (a) by mutual written consent of Citadel, License Sub Sellers and Purchaser; Stockholders; (b) by either Citadel and License SubCitadel, on the one hand, or PurchaserSellers and Stockholders, on the other, upon providing written notice to the other party at any time after June 30, 1998 the date which is 12 months after the date of this Agreement if the FCC Approval has not been granted by the FCC, but only if the party providing such notice is not then in material breach of this Agreement; ; (c) by PurchaserCitadel, upon providing written notice to Sellers and Stockholders, if as of the time set for Closing any of the conditions in Section 13 (except Sections 13.9 and 13.10) has not been satisfied or waived by Citadel in writing, provided Citadel is not then in material breach of this Agreement; (d) by Sellers and License SubStockholders, upon providing written notice to Citadel, if as of the time set for Closing any of the conditions in Section 12 of this Agreement (except Sections 12.9 12.7 and 12.1012.8) has not been satisfied or waived by Purchaser Sellers and Stockholders in writing, provided Purchaser is not then in material breach of this Agreement; (d) by Citadel Sellers and License Sub, upon providing written notice to Purchaser, if as of the time set for Closing any of the conditions in Section 11 of this Agreement (except Sections 11.7 and 11.8) has not been satisfied or waived by Citadel and License Sub in writing, provided Citadel and License Sub Stockholders are not then in material breach of this Agreement; ; (e) by Citadel Sellers and License SubStockholders, upon providing written notice to PurchaserCitadel, if Purchaser Citadel fails to consummate the transactions contemplated hereunder after all conditions in Section 12 of this Agreement 13 have been satisfied, provided Citadel Sellers and License Sub Stockholders are not then in material breach of this Agreement; ; (f) by PurchaserCitadel, upon providing written notice to Citadel Sellers and License SubStockholders, if Citadel or License Sub fails Sellers and Stockholders fail to consummate the transactions contemplated hereunder after all conditions in Section 11 of the Agreement 12 have been satisfied, provided Purchaser Citadel is not then in material breach of this Agreement; ; (g) subject to Section 9.110.1, by either party upon denial by the FCC of the FCC ApplicationApplications; and and (h) by either party if any court of competent jurisdiction in the United States or any other United States governmental body shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other actions shall have become final and non-appealable.appealable (provided that such party is not then in material breach of this Agreement). 51 <PAGE> 53 15.2

Manner. This Agreement and the transactions contemplated hereby may be terminated prior to completion of the Closing: (a) by mutual written consent of Citadel, License Sub BBH and Purchaserthe Stockholders; (b) by either Citadel and License SubCitadel, on BBH or the one hand, or Purchaser, on the other, Stockholders upon providing written notice to the other party at any time after June 30, 1998 the first anniversary of the date of this Agreement if the FCC Approval has not been granted by the FCC, but only if the party providing such notice is not then in material breach of this Agreement; (c) by PurchaserCitadel, upon providing written notice to Citadel BBH and License Subthe Stockholders, if as of the time set for Closing Date any of the conditions in Section 12 of this Agreement 13 (except Sections 12.9 and 12.10) has not been satisfied Section 13.7 or waived by Purchaser in writing, provided Purchaser is not then in material breach of this Agreement; (d) by Citadel and License Sub, upon providing written notice to Purchaser, if as of the time set for Closing any of the conditions in Section 11 of this Agreement (except Sections 11.7 and 11.813.8) has not been satisfied or waived by Citadel and License Sub in writing, provided (i) Citadel is not then in material breach 41 42 of this Agreement and License Sub (ii) BBH and the Stockholders have not cured the breach or default giving rise to such failed condition within 15 days after delivery of such written notice; (d) by BBH and the Stockholders, upon providing written notice to Citadel, if as of the Closing Date any of the conditions in Section 12 (except Section 12.6 or 12.7) has not been satisfied or waived by BBH and the Stockholders in writing, provided (i) BBH and the Stockholders are not then in material breach of this AgreementAgreement and (ii) Citadel has not cured the breach or default giving rise to such failed condition within 15 days after delivery of such written notice; (e) by Citadel BBH and License Subthe Stockholders, upon providing written notice to PurchaserCitadel, if Purchaser Citadel fails to consummate the transactions contemplated hereunder hereby after all conditions in Section 12 of this Agreement 13 have been satisfied, provided Citadel BBH and License Sub the Stockholders are not then in material breach of this Agreement; (f) by PurchaserCitadel, upon providing written notice to Citadel BBH and License Subthe Stockholders, if Citadel BBH or License Sub fails the Stockholders fail to consummate the transactions contemplated hereunder hereby after all conditions in Section 11 of the Agreement 12 have been satisfied, provided Purchaser Citadel is not then in material breach of this Agreement; (g) subject to Section 9.1by Citadel, by either party BBH or the Stockholders upon denial by the FCC of the FCC ApplicationApplications; andor (h) by either party Citadel, BBH or the Stockholders if any court of competent jurisdiction in the United States or any other United States governmental body shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other actions shall have become final and non-appealable.

Manner. This Agreement and the transactions contemplated hereby may be terminated prior to completion of the Closing: (a) by mutual written consent of Citadel, License Sub Citadel and Purchaserthe Company; (b) by either Citadel and License Sub, on or the one hand, or Purchaser, on the other, Company upon providing written notice to the other party at any time after June 30December 31, 1998 1997 if the FCC Approval has not been granted by the FCC, but only if the party providing such notice is not then in material breach of this Agreement; (c) by PurchaserCitadel, upon providing written notice to Citadel and License Subthe Company, if as of the time set for Closing any of the conditions in Section 12 of this Agreement (except Sections 12.9 and 12.10Section 12.9) has not been satisfied or waived by Purchaser Citadel in writing, provided Purchaser Citadel is not then in material breach of this Agreement; (d) by Citadel and License Subthe Company, upon providing written notice to PurchaserCitadel, if as of the time set for Closing any of the conditions in Section 11 of this Agreement (except Sections 11.7 and 11.8Section 11.7) has not been satisfied or waived by Citadel and License Sub the Company in writing, provided Citadel and License Sub are the Company is not then in material breach of this Agreement; (e) by Citadel and License Subthe Company, upon providing written notice to PurchaserCitadel, if Purchaser Citadel fails to consummate the transactions contemplated hereunder after all conditions in Section 12 of this the Agreement have been satisfied, provided Citadel and License Sub are the Company is not then in material breach of this Agreement; (f) by PurchaserCitadel, upon providing written notice to Citadel and License Subthe Company, if Citadel or License Sub the Company fails to consummate the transactions contemplated hereunder after all conditions in Section 11 of the this Agreement have been satisfied, provided Purchaser Citadel is not then in material breach of this Agreement; (g) subject to Section 9.1, by either party upon denial by the FCC of the FCC Application; and (h) by either party if any court of competent jurisdiction in the United States or any other United States governmental body shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other actions shall have become final and non-appealable. The foregoing notwithstanding, in the event any party hereto elects to terminate this Agreement in accordance with paragraphs (a) through (h) above, then any party hereto shall have the right to terminate, or cause its Affiliate to terminate, the Real Estate Purchase Agreement, the Snid▇▇ ▇▇▇adcasting Agreement and the CDB Broadcasting Agreement.

Manner. This Agreement and the transactions contemplated hereby may be terminated prior to completion of the Closing: (a) by mutual written consent of Citadel, License Sub Citadel and PurchaserSellers; (b) by either Citadel and License Sub, on the one hand, or Purchaser, on the other, Sellers upon providing written notice to the other party at any time after June 30December 31, 1998 1997 if the FCC Approval has not been granted by the FCC, but only if the party providing such notice is not then in material breach of this Agreement; (c) by PurchaserCitadel, upon providing written notice to Citadel and License SubSellers, if as of the time set for Closing any of the conditions in Section 12 of this Agreement (except Sections 12.9 and 12.10Section 12.9) has not been satisfied or waived by Purchaser Citadel in writing, provided Purchaser Citadel is not then in material breach of this Agreement; (d) by Citadel and License SubSellers, upon providing written notice to PurchaserCitadel, if as of the time set for Closing any of the conditions in Section 11 of this Agreement (except Sections 11.7 and 11.8Section 11.7) has not been satisfied or waived by Citadel and License Sub Sellers in writing, provided Citadel and License Sub Sellers are not then in material breach of this Agreement; (e) by Citadel and License SubSellers, upon providing written notice to PurchaserCitadel, if Purchaser Citadel fails to consummate the transactions contemplated hereunder after all conditions in Section 12 of this the Agreement have been satisfied, provided Citadel and License Sub Sellers are not then in material breach of this Agreement; (f) by PurchaserCitadel, upon providing written notice to Citadel and License SubSellers, if Citadel or License Sub fails Sellers fail to consummate the transactions contemplated hereunder after all conditions in Section 11 of the this Agreement have been satisfied, provided Purchaser Citadel is not then in material breach of this Agreement; (g) subject to Section 9.1, by either party upon denial by the FCC of the FCC Application; and (h) by either party if any court of competent jurisdiction in the United States or any other United States governmental body shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other actions shall have become final and non-appealable. The foregoing notwithstanding, in the event any party hereto elects to terminate this Agreement in accordance with paragraphs (a) through (h) above, then any party hereto shall have the right to terminate, or cause its Affiliate to terminate, the Real Estate Purchase Agreement, the Snid▇▇ ▇▇▇poration Agreement and the Snid▇▇ ▇▇▇adcasting Agreement.

Manner. This Agreement and the transactions contemplated hereby may be terminated prior to completion of the Closing: (a) by mutual written consent of Citadel, License Sub Citadel and Purchaserthe Company; (b) by either Citadel and License Sub, on or the one hand, or Purchaser, on the other, Company upon providing written notice to the other party at any time after June 30December 31, 1998 1997 if the FCC Approval has not been granted by the FCC, but only if the party providing such notice is not then in material breach of this Agreement; (c) by PurchaserCitadel, upon providing written notice to Citadel and License Subthe Company, if as of the time set for Closing any of the conditions in Section 12 of this Agreement (except Sections 12.9 and 12.10Section 12.9) has not been satisfied or waived by Purchaser Citadel in writing, provided Purchaser Citadel is not then in material breach of this Agreement; (d) by Citadel and License Subthe Company, upon providing written notice to PurchaserCitadel, if as of the time set for Closing any of the conditions in Section 11 of this Agreement (except Sections 11.7 and 11.8Section 11.7) has not been satisfied or waived by Citadel and License Sub the Company in writing, provided Citadel and License Sub are the Company is not then in material breach of this Agreement; (e) by Citadel and License Subthe Company, upon providing written notice to PurchaserCitadel, if Purchaser Citadel fails to consummate the transactions contemplated hereunder after all conditions in Section 12 of this the Agreement have been satisfied, provided Citadel and License Sub are the Company is not then in material breach of this Agreement; (f) by PurchaserCitadel, upon providing written notice to Citadel and License Subthe Company, if Citadel or License Sub the Company fails to consummate the transactions contemplated hereunder after all conditions in Section 11 of the this Agreement have been satisfied, provided Purchaser Citadel is not then in material breach of this Agreement; (g) subject to Section 9.1, by either party upon denial by the FCC of the FCC Application; and (h) by either party if any court of competent jurisdiction in the United States or any other United States governmental body shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other actions shall have become final and non-appealable. The foregoing notwithstanding, in the event any party hereto elects to terminate this Agreement in accordance with paragraphs (a) through (h) above, then any party hereto shall have the right to terminate, or cause its Affiliate to terminate, the Real Estate Purchase Agreement, the Snid▇▇ ▇▇▇poration Agreement and the CDB Broadcasting Agreement.