Consummation of Acquisitions. (a) The Parent has delivered to the Administrative Agent complete and correct copies of the Falcon Acquisition Documents, including all schedules and exhibits thereto. The Falcon Acquisition Documents set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. The execution, delivery and performance of the Falcon Acquisition Documents has been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Equity Interests required by law or by any applicable corporate or other organizational documents) on the part of each such Person. No authorization or approval or other action by, and no notice to filing with or license from, any Governmental Authority is required for such sale other than such as have been obtained on or prior to the Effective Date. Each Falcon Acquisition Document is the legal, valid and binding obligation of the parties thereto, enforceable against such parties in accordance with its terms. All conditions precedent to the Falcon Acquisition Agreement have been fulfilled or (with the prior written consent of the Administrative Agent) waived, no Falcon Acquisition Document has been amended or otherwise modified, and there has been no breach of any material term or condition of any Falcon Acquisition Document.
Consummation of Acquisitions. Prior to or concurrently with each Acquisition Closing, Lender shall have received evidence that (i) such Acquisition is in accordance with the terms of such Funded Acquisition as set forth in the applicable request for advance with such modifications as are reasonably satisfactory to Lender, (ii) the Obligor consummating such Acquisition shall have acquired, or will acquire concurrently with the Acquisition Closing, good and marketable title or a first priority Lien, as appropriate to all of the Property which is being purchased pursuant to such Acquisition Instruments, free and clear of all Liens and Indebtedness, except for the Dealer Holdback Debt and Permitted Senior Liens. In connection with any such Funded Acquisition,
Consummation of Acquisitions. Evidence that such Scheduled Acquisition shall have been (or shall be simultaneously) consummated in all material respects in accordance with the terms of the respective Scheduled Acquisition Agreement (except for any modifications, supplements or waivers thereof, or written consents or determinations made by the parties thereto, that shall be satisfactory to the Majority Lenders), and the Administrative Agent shall have received a certificate of a Senior Officer to such effect. In addition, promptly following the consummation of such Scheduled Acquisition the Company shall deliver to the Administrative Agent true and complete copies of the documents delivered in connection with the closing of such Scheduled Acquisition pursuant to such Scheduled Acquisition Agreement, including, to the extent counsel for the respective Seller(s) are willing to deliver the same (and, in that connection, the Company agrees to use its reasonable commercial efforts to obtain the same), copies of the legal opinions delivered to the Company pursuant to such Scheduled Acquisition Agreement in connection with such Scheduled Acquisition, together with a letter from each Person delivering such opinion (or authorization within such opinion) authorizing reliance thereon by the Administrative Agent and the Lenders.
Consummation of Acquisitions. Prior to or concurrently with each Acquisition Closing, Agent shall have received evidence that (i) such Acquisition is in accordance with the terms of the applicable Acquisition Instruments with such modifications as are reasonably satisfactory to Agent and (ii) (A) the Borrower consummating such Acquisition will acquire concurrently with the Acquisition Closing, good and marketable title to the Property which is the subject to such Acquisition and (B) if the subject of such Acquisition is a Subsidiary, such Subsidiary will on the Acquisition Closing Date own good and marketable title to all of its Property, in each case free and clear of all Liens and Indebtedness, except the Dealer Holdback Debt.
Consummation of Acquisitions. Purchaser shall use its best efforts to perform and fulfill, and shall use its best efforts to cause its Subsidiaries to perform and fulfill, all conditions and obligations on their part to be performed and fulfilled under this Agreement, to the end that the Acquisition shall be consummated.
Consummation of Acquisitions. (i) On the Closing Date, the Acquisition shall have been consummated in form and substance satisfactory to Purchasers, in Purchasers’ sole discretion, and Purchasers shall have been provided copies of all agreements, instruments and documents delivered in connection therewith.
Consummation of Acquisitions. Prior to or concurrently with each Acquisition Closing, Agent shall have received evidence that (i) such Acquisition is in accordance with the terms of the applicable Acquisition Instruments, (ii) if such Acquisition is an Asset Acquisition, CBC will acquire concurrently with the Acquisition Closing good and marketable title to all of the Station Assets, or Related Business Assets which are being purchased pursuant to such Acquisition Instruments, except the applicable FCC Licenses which shall be transferred to CLI simultaneously with the Acquisition Closing, free and clear of all Liens and Indebtedness except Permitted Liens and Indebtedness which CBC has agreed to assume or take subject to pursuant to such Acquisition Instruments, subject to the limitations set forth in Sections 7.1, 7.2 and 7.4, (iii) if such Acquisition is an Equity Acquisition, (A) the Property owned by the Person which owns the capital stock or equity interests which are the subject of such Acquisition shall be free and clear of all Liens and Indebtedness, except such Liens and Indebtedness as CBC has agreed to assume or take subject to pursuant to such Acquisition Instruments, subject to the limitations set forth in Sections 7.1, 7.2 and 7.4 (B) the Required Lenders shall be reasonably satisfied that adequate provision has been made to protect CBC against the assumption of material undisclosed liabilities, (C) simultaneously with the Acquisition Closing such Person is merged into CBC with CBC being the surviving entity (an "Acquisition Merger") and (D) simultaneously with the consummation of such Acquisition the applicable FCC Licenses shall be transferred to CLI and (iv) any consent, authorization or approval which is required from any Governmental Body or other Person as a condition to the consummation of such Acquisition, the failure to obtain which would prevent the applicable Borrower from operating the Station or Related Business which is the subject of such Acquisition, has been obtained.
Consummation of Acquisitions. Prior to or concurrently with each Acquisition Closing, Agent shall have received evidence that (i) such Acquisition is in accordance with the terms of the applicable Acquisition Instruments with such modifications as are reasonably satisfactory to Agent, (ii) the Borrower consummating such Acquisition shall have acquired, or will acquire concurrently with the Acquisition Closing, good and marketable title to all of the Property which is being purchased pursuant to such Acquisition Instruments, free and clear of all Liens and Indebtedness, except the Dealer Holdback Debt.
Consummation of Acquisitions. (bs) The Parent has delivered to the Administrative Agent complete and correct copies of the Falcon Acquisition Documents, including all schedules and exhibits thereto. The Falcon Acquisition Documents set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. The execution, delivery and performance of the Falcon Acquisition Documents has been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Equity Interests required by law or by any applicable corporate or other organizational documents) on the part of each such Person. No authorization or approval or other action by, and no notice to filing with or license from, any Governmental Authority is required for such sale other than such as have been obtained on or prior to the Effective Date. Each Falcon Acquisition Document is the legal, valid and binding obligation of the parties thereto, enforceable against such parties in accordance with its terms. All conditions precedent to the Falcon Acquisition Agreement have been fulfilled or (with the prior written consent of the Administrative Agent) waived, no Falcon Acquisition Document has been amended or otherwise modified, and there has been no breach of any material term or condition of any Falcon Acquisition Document. (bt) By the date on which any Loans are made to fund the Kilimanjaro Acquisition pursuant to Section 5.02(g), the Parent shall have delivered to the Administrative Agent complete and correct copies of the Kilimanjaro Acquisition Documents, including all schedules and exhibits thereto. The Kilimanjaro Acquisition Documents, when so delivered, shall set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there shall be no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. The execution, delivery and performance of the Kilimanjaro Acquisition Documents shall have been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Equity Interests required by law or by any applicable corporate or other organizational documents) on the part of each such Person. No authorization or approval or other acti...
Consummation of Acquisitions. The transactions contemplated by the Acquisition Agreement and all other documents related to the acquisition of the ownership interests of Xxxxxx-Xxxxxx shall have been consummated in all respects in accordance with the terms thereof (without the waiver or amendment of any condition unless consented to by the Agent). Each of the parties thereto shall have complied in all respects with all covenants set forth in such Acquisition Agreement (without the waiver or amendment of any of the terms thereof unless consented to by the Agent). The Loan Parties shall have delivered to the Agent copies of the Acquisition Agreement and all other material documents related to the acquisition of the ownership interests of Xxxxxx-Xxxxxx, which shall be satisfactory to the Agent in form and content.
