Seller and Buyer Sample Clauses

Seller and Buyer agree the provisions of this Agreement shall be kept confidential except as disclosure may be required by applicable law, rules and regulations of governmental agencies or stock exchanges. Buyer shall inform Seller of all such disclosures by Buyer.

Seller and Buyer shall promptly prepare an appropriate application for the FCC Consent and shall file the application with the FCC within ten (10) business days of the execution of this Agreement. The parties shall prosecute the application with all reasonable diligence and otherwise use their best efforts to obtain a grant of the application as expeditiously as practicable. Each party agrees to comply with any condition imposed on it by the FCC Consent, except that no party shall be required to comply with a condition if (1) the condition was imposed on it as the result of a circumstance the existence of which does not constitute a breach by the party of any of its representations, warranties, or covenants under this Agreement, and (2) compliance with the condition would have a material adverse effect upon it. Buyer and Seller shall oppose any requests for reconsideration or judicial review of the FCC Consent. If the Closing shall not have occurred for any reason within the original effective period of the FCC Consent, and neither party shall have terminated this Agreement under Section 9, the parties shall jointly request an extension of the effective period of the FCC Consent. No extension of the FCC Consent shall limit the exercise by either party of its rights under Section 9.

Seller and Buyer each (a) has agreed to permit the use from time to time, where appropriate, of telecopy signatures in order to expedite the transaction contemplated by this Agreement, (b) intends to be bound by its respective telecopy signature, (c) is aware that the other will rely on the telecopied signature, and (d) acknowledges such reliance and waives any defenses to the enforcement of this Agreement and the documents affecting the transaction contemplated by this Agreement based on the fact that a signature was sent by telecopy only.

Seller and Buyer acknowledge that all references to the “Agreement” in the Agreement and in any related agreements or documents shall refer to the Agreement as amended by the First Amendment, the Second Amendment and this Third Amendment.

Seller and Buyer intend the transfers of ---------- Receivables hereunder to be true sales by Seller to Buyer that are absolute and irrevocable and that provide Buyer with the full benefits of ownership of the Receivables. Buyer and Seller do not intend that the conveyance of the Purchased Assets by Seller be deemed a grant of a lien on or security interest in the Purchased Assets by Seller to Buyer to secure a debt or other obligation of Seller. However, in the event that, notwithstanding the intent of the parties, any Purchased Assets are property of Seller's estate, then (i) this Agreement also shall be deemed to be and hereby is an assignment of mortgage and a security agreement within the meaning of the UCC, and (ii) the conveyance by Seller provided for in this Agreement shall be deemed to be a grant by Seller to Buyer of, and Seller hereby grants to Buyer, a lien on and security interest in and to all of Seller's right, title and interest in, whether now owned or hereafter acquired, to and under the Purchased Assets to secure (1) the rights of Buyer hereunder and (2) a nonrecourse loan by Buyer to Seller in the amount of the related Purchase Price of the Purchased Assets sold by Seller to Buyer. Seller and Buyer, to the extent consistent with this Agreement, shall take such actions as may be necessary to ensure that if this Agreement were deemed to create a lien on and security interest in the Purchased Assets, such security interest would be deemed to be a perfected security interest of first priority (subject to Permitted Adverse Claims) in favor of Buyer under applicable law ab initio and will be maintained as such throughout the term of this Agreement.

Seller and Buyer hereto covenant and agree that the terms and provisions of this Agreement and all information and data obtained in connection with this Agreement shall be treated as Confidential. If this Agreement is terminated for any reason, the foregoing covenant shall survive the termination; if this Agreement is not so terminated, then the foregoing covenant shall be deemed terminated at Closing.

Seller and Buyer shall each promptly prepare and file a notification with the Justice Department and the FTC as required by the HSR Act. Seller and Buyer shall cooperate with each other in connection with the preparation of such notification and shall provide the other such information and assistance as the other may reasonably request to complete such notification, and shall provide a copy of such notification to the other prior to filing. Each of Seller and Buyer shall keep confidential all information about the other obtained in connection with the preparation of such notification. Buyer and Seller shall share equally the payment of the filing fee required under the HSR Act. Buyer and Seller shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, any Governmental Body including the Justice Department and the FTC. Buyer and Seller shall use their reasonable efforts to obtain any clearance required under the HSR Act for the Contemplated Transactions in accordance with the terms and conditions hereof. Nothing contained in this Agreement will require or obligate Buyer or its Affiliates to: (a) initiate, pursue or defend any litigation to which any Governmental Body (including the Justice Department and the FTC) is a party; (b) agree to otherwise become subject to any limitations on their, or the Acquired Companies', respective rights effectively to acquire, control or operate their businesses or exercise full rights of ownership of the Business or all or any portion of the Assets; (c) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest themselves of all or any portion of the Business or the business, assets or operations of Buyer or any of its Affiliates, or (d) otherwise take any action which, in the judgment of Buyer, in its sole discretion, would materially and adversely affect the value of the Contemplated Transactions; and no representation, warranty or covenant of Buyer contained in this Agreement shall be breached or deemed breached as a result of the failure by Buyer or any of its Affiliates to take any of the actions specified in this sentence.

Seller and Buyer singularly and plurally, warrant and agree ------- that each shall use its best efforts to take or cause to be taken all such action as may be necessary to consummate and make effective the transaction as set forth in this Agreement and to assure that it will not be under any material corporate, legal or contractual restriction that would prohibit or delay the timely consummation of such transaction.

Seller and Buyer agree to execute a separate confidentiality agreement governing the exchange of confidential information during the Term of this Agreement.