Conditions Precedent to the Obligations of the Company to sell Shares at the Closing. The Company’s obligation to sell and issue to the Purchaser the Allocated Shares at the Closing is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:
Conditions Precedent to the Obligations. OF SELLER TO CLOSE ------------------------------ The obligation of Seller to close the Transactions is subject to the fulfillment prior to Closing of each of the following conditions, any of which may be waived in whole or in part by Seller:
Conditions Precedent to the Obligations of the Purchasers to Purchase Securities on the Closing Date. The obligation of each Purchaser to acquire Securities at the Closing is subject to the satisfaction or waiver by such Purchaser, at or before the Closing, of each of the following conditions:
Conditions Precedent to the Obligations. OF THE PASS THROUGH TRUSTEES The obligation of each Applicable Pass Through Trustee listed on Schedule 2 to make the secured loan described in Section 2.1(a) and to participate in the transactions contemplated by this Agreement on the Closing Date is subject to the fulfillment, prior to or on the Closing Date, of the following conditions precedent:
Conditions Precedent to the Obligations of the Shareholders and the ------------------------------------------------------------------- Company. The obligations of the Shareholders and the Company under this ------- Agreement are subject to the satisfaction of each of the following conditions, unless waived by the Shareholders and the Company in writing to the extent permitted by applicable law:
Conditions Precedent to the Obligations. OF EACH PARTY TO CONSUMMATE THE MERGER The respective obligations of each party to consummate the Merger shall be subject to the satisfaction or waiver by consent of the other party, at or before the Effective Time, of each of the following conditions:
Conditions Precedent to the Obligations of the Purchasers to Purchase Shares at the Closing. The obligation of each Purchaser listed on Annex A hereto to acquire Shares at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by such Purchaser (as to itself only):
Conditions Precedent to the Obligations of the ---------------------------------------------- Purchasers. The obligations of each Purchaser hereunder are subject to the ---------- satisfaction or waiver by such Purchaser, on or before the Closing Date, of the following conditions:
Conditions Precedent to the Obligations. OF BUYER 28 7.1 Compliance with Agreement 28 7.2 Representations and Warranties 28 7.3 Deliveries at Closing 29 7.4 Other Documents 29 7.5 Required Approvals and Consent 29 7.6 Absence of Investigations and Proceedings 29 7.7 FCC Consent 29 7.8 Licenses 29 7.9 Release of Liens 29 ARTICLE VIII CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER 29 8.1 Compliance with Agreement 29 8.2 Representations and Warranties 30 8.3 Deliveries at Closing 30 8.4 Other Documents 30 8.5 Absence of Investigations and Proceedings 30 8.6 Governmental Consents 30 ARTICLE IX INDEMNIFICATION 30 9.1 Survival of Representations and Warranties 30 9.2 Indemnification by Seller 31 9.3 Indemnification by Buyer 31 9.4 Indemnification Procedures 32 9.5 Remedies 33 9.6 Certain Limitations of Liability 34 9.7 Determination of Loss and Amount 34 9.8 Survival 34 ARTICLE X FURTHER AGREEMENTS 34 10.1 Event of Loss 34 10.2 Station Employees 34 10.3 Bulk Transfer 35 10.4 Non-Solicitation 35 10.5 Rescission of Agreement 35 ARTICLE XI TERMINATION; MISCELLANEOUS 36 11.1 Termination 36 11.2 Rights on Termination; Waiver 37 11.3 Further Assurances 37 11.4 Survival 37 11.5 Entire Agreement; Amendment; Waivers 38 11.6 Expenses 38 11.7 Benefit; Assignment 38 11.8 Confidentiality 38 11.9 Notices 40 11.10 Counterparts; Headings 40 11.11 Income Tax Position 40 11.12 Severability 40 11.13 No Reliance 41 11.14 Judicial Interpretation 41 11.15 Saturdays, Sundays and Legal Holidays 41 11.16 Governing Law 41 EXHIBITS Assumption Agreement Exhibit A Xxxx of Sale and Assignment Exhibit B Buyer’s Closing Certificate Exhibit C Buyer’s Performance Certificate Exhibit D Assignment and Assumption of Contracts Exhibit E Assignment and Assumption of Leases Exhibit F Seller’s Closing Certificate Exhibit G Seller’s Performance Certificate Exhibit H Noncompete Agreement Exhibit I
Conditions Precedent to the Obligations of Each Party to Effect the Merger. Each party’s obligations to effect the Merger and otherwise consummate the Transactions are subject to the satisfaction or waiver, at or prior to the Closing, of each of the following conditions:
