Common use of Acquisition Closing Clause in Contracts

Acquisition Closing. (i) The transactions contemplated by the applicable Acquisition Agreement shall be consummated by a Person who is or shall become a Borrower hereunder, contemporaneously with such Advance (except for the payment of that portion of the purchase price thereunder being paid with the proceeds of such Loan) substantially in accordance with the terms thereof and, in any event, in a manner reasonably satisfactory to Agents, including, without limitation, (1) the repayment in full in cash (simultaneously with, and from the proceeds of, the Loan or otherwise) of all Indebtedness of the applicable seller(s) related to the assets and properties transferred under such Acquisition Agreement to the extent such Indebtedness is not being assumed by the buyer, and (2) the valid assumption by the buyer of all other liabilities of the applicable seller(s) in respect of such assets and properties transferred under such Acquisition Agreement, other than liabilities not subject to assumption under such Acquisition Agreement which are otherwise addressed in a manner reasonably satisfactory to the Agents. (ii) Agents shall have received reasonable evidence of Borrowers’ ability to consummate receipt at closing of all licenses, permits, approvals and consents, if any, required with respect to such Acquisition and any other related transaction contemplated by this Agreement (including, without limitation, any necessary consents of the FCC to the sale contemplated by such Acquisition Agreement as evidenced by a Final Order, and any other required consents or filings of or with applicable Governmental Authorities or other third parties). (iii) Agents shall have received copies of the legal opinions delivered by seller(s) pursuant to the applicable Acquisition Agreement in connection with such Acquisition, together with a letter from each Person delivering an opinion (or authorization within the opinion) authorizing reliance thereon by Lenders and Agents. (iv) Collateral Agent shall have received written evidence reasonably satisfactory to Collateral Agent and its counsel that, except as otherwise disclosed in Schedule 4.09 hereto, all Leases covering tower and transmitter sites used by the Stations being acquired have lease terms (including all extension and renewal options exercisable unilaterally by Borrowers) through the Maturity Date. (v) The Borrowers shall have satisfied all conditions and obligations set forth in Section 7.04(b). (vi) The Borrowers shall have satisfied all other conditions reasonably imposed by Required Lenders in giving their consent to such Permitted Acquisition.

Acquisition Closing. Notwithstanding anything in this Agreement or any other Credit Document to the contrary: (i) The transactions contemplated by in the applicable Acquisition Agreement shall be consummated by a Person who is or shall become a Borrower hereunder, contemporaneously with such Advance (except for event that the payment of that portion Closing Date has occurred and all of the purchase price thereunder being paid with the proceeds of such Loanconditions set forth in Sections 3.1 and 3.2(a) substantially have been satisfied (or waived in accordance with the terms thereof andSection 10.5) except with respect to Section 3.1(d), 3.1(f)(ii), 3.1(g), 3.1(p) and 3.1(q), in any event, in a manner reasonably satisfactory to Agents, including, without limitation, (1) the repayment in full in cash (simultaneously with, and from the proceeds of, the Loan or otherwise) of all Indebtedness of the applicable seller(s) related to the assets and properties transferred under such Acquisition Agreement each case solely to the extent such Indebtedness is not being assumed by conditions relate to the buyerAcquisition (the “Acquisition Closing Conditions”), then each Lender shall have the obligation to make Loans, and the Issuing Bank to issue Letters of Credit, so long as, after making the Credit Extensions requested on the applicable Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect less $335.0 million (2such $335.0 million, the “Suppressed Availability”) (it being understood and agreed that (x) with respect to the valid assumption by Closing Date Certificate delivered on the buyer Closing Date, the Borrower shall not be required to include the certifications in Sections 6 or 7 of all other liabilities Exhibit F-1 hereto and (y) Schedules 4.1 and 4.2 to be delivered on the Closing Date shall be prepared as giving effect to the consummation of the applicable seller(s) in respect of such assets and properties transferred under such Acquisition Agreement, other than liabilities not subject to assumption under such Acquisition Agreement which are otherwise addressed in a manner reasonably satisfactory to the Agents.Acquisition); (ii) Agents upon satisfaction (or waiver in accordance with Section 10.5) of the Acquisition Closing Conditions (with all references in the Acquisition Closing Conditions to the Closing Date being deemed references to the date the Acquisition is consummated for purposes of this Section 3.2(c)(ii)), the Suppressed Availability shall be eliminated (without any additional consent, approval or action on the part of any Lender or Agent); provided that (A) to the extent not previously delivered on the Closing Date, Administrative Agent shall have received reasonable evidence originally executed copies of Borrowers’ ability to consummate receipt at closing the favorable written opinions of all licenses, permits, approvals and consents, if any, required with respect regulatory counsels for Credit Parties as to such Acquisition matters as Administrative Agent may request in form and any other related transaction contemplated by this Agreement substance reasonably satisfactory to Administrative Agent, (including, without limitation, any necessary consents of B) Administrative Agent shall have received a Solvency Certificate from the FCC to the sale contemplated by such Acquisition Agreement as evidenced by a Final OrderBorrower, and any other (C) Borrower shall have delivered to Administrative Agent an originally executed Closing Date Certificate, together with all attachments thereto (it being understood that the Borrower shall not be required consents to include the certifications in Sections 4 or filings 5 of or with applicable Governmental Authorities or other third partiesExhibit F-1 hereto).; and (iii) Agents shall have received copies if the Borrower fails to consummate the Acquisition by June 1, 2015, (x) the aggregate amount of the legal opinions delivered by seller(s) pursuant to the applicable Acquisition Agreement in connection with such Acquisition, together with a letter from each Person delivering an opinion (or authorization within the opinion) authorizing reliance thereon by Lenders and Agents. (iv) Collateral Agent Revolving Commitments shall have received written evidence reasonably satisfactory to Collateral Agent and its counsel that, except as otherwise disclosed in Schedule 4.09 hereto, all Leases covering tower and transmitter sites used be permanently reduced by the Stations being acquired have lease terms Suppressed Availability and (including all extension y) CAFD for the Fiscal Quarters ended June 30, 2014, September 30, 2014 and renewal options exercisable unilaterally by Borrowers) through the Maturity DateDecember 31, 2014 shall be deemed to be $35.6 million, $42.8 million and $16.3 million, respectively. (v) The Borrowers shall have satisfied all conditions and obligations set forth in Section 7.04(b). (vi) The Borrowers shall have satisfied all other conditions reasonably imposed by Required Lenders in giving their consent to such Permitted Acquisition.

Acquisition Closing. (i) The transactions contemplated by the applicable Acquisition Agreement shall be have been consummated by a Person who is or shall become a Borrower hereunder, contemporaneously with such Advance (except for the payment of that portion of the purchase price Purchase Price thereunder being paid with the proceeds of such Acquisition Loan) substantially in accordance with the terms thereof and, in any event, in a manner reasonably satisfactory to Agentsthe Agent, including, without limitation, (1A) the repayment in full in cash (simultaneously with, and from the proceeds of, the Acquisition Loan or otherwise) of all Indebtedness of the applicable seller(sSeller(s) related to the assets and properties transferred under such Acquisition Agreement to the extent such Indebtedness which is not being assumed by the buyer, and (2B) the valid assumption by the buyer of all other liabilities of the applicable seller(sSeller(s) in respect of such assets and properties transferred under such Acquisition Agreement, other than liabilities not subject to assumption under such Acquisition Agreement which are otherwise addressed in a manner reasonably satisfactory to the AgentsAgent. (ii) Agents The Agent shall have received reasonable evidence of Borrowers’ ability to consummate the receipt at closing of all licenses, permits, approvals and consents, if any, required with respect to such Acquisition and any other related transaction contemplated by this Agreement (including, without limitation, any necessary consents of the FCC to the sale contemplated by such Acquisition Agreement as evidenced by a Final Order, and any other required consents or filings of or with applicable Governmental Authorities governmental authorities or other third parties). (iii) Agents The applicable Seller(s) shall have consented to the collateral assignment to the Agent of the rights of the Companies under the Acquisition Agreement and any other agreements executed thereunder, as required under SECTION 2.05. -27- 34 (iv) The Agent shall have received copies of the legal opinions delivered by seller(sthe Seller(s) pursuant to the applicable Acquisition Agreement in connection with such Acquisition, together with a letter from each Person delivering an opinion (or authorization within the opinion) authorizing reliance thereon by Lenders and Agents. (iv) Collateral Agent shall have received written evidence reasonably satisfactory to Collateral Agent and its counsel that, except as otherwise disclosed in Schedule 4.09 hereto, all Leases covering tower and transmitter sites used by the Stations being acquired have lease terms (including all extension and renewal options exercisable unilaterally by Borrowers) through the Maturity DateLender. (v) The Borrowers shall have satisfied all conditions and obligations set forth in Section 7.04(b). (vi) The Borrowers shall have satisfied all Any other conditions reasonably imposed by Required the Majority Lenders in giving their consent (if required hereunder) to such Permitted Acquisition.

Acquisition Closing. (a) The closing of the Acquisition (the “Closing”) shall take place at the offices of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m. New York City time on the second business day following the satisfaction of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or written waiver of those conditions at such time) (or, to the extent permitted by applicable Law, waived in writing by the party entitled to the benefit thereof), or at such other place, time and date as may be agreed by Seller and Buyer. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) At least three business days prior to the Closing Date, the Company shall provide to Buyer reasonably detailed calculations of (i) The transactions contemplated by the applicable Acquisition Agreement shall be consummated by a Person who is or shall become a Borrower hereunderamount of Closing Debt and (ii) the amount of Unpaid Expenses, contemporaneously with such Advance (except for the payment of that portion of the purchase price thereunder being paid with the proceeds of such Loan) substantially in each case calculated in accordance with the terms definition thereof andset forth in this Agreement. (c) At the Closing: (i) Buyer shall pay, in any event, in a manner reasonably satisfactory to Agents, including, without limitation, (1) the repayment in full in cash (simultaneously with, and from the proceeds ofby wire transfer of immediately available funds, the Loan or otherwiseCash Purchase Price (less the Deposit Amount (if any) of all Indebtedness of the applicable seller(spreviously paid pursuant to Section 2.03) related to the assets and properties transferred under such Acquisition Agreement bank account designated by Seller in writing at least three business days prior to the extent such Indebtedness is not being assumed by the buyer, and (2) the valid assumption by the buyer of all other liabilities of the applicable seller(s) in respect of such assets and properties transferred under such Acquisition Agreement, other than liabilities not subject to assumption under such Acquisition Agreement which are otherwise addressed in a manner reasonably satisfactory to the Agents.Closing Date; (ii) Agents Buyer shall issue and deliver to Seller a number of Buyer Common Shares (rounded up to the nearest whole number of limited liability company interests or shares, as applicable) in book-entry form equal to (x) the Base Share Purchase Price minus (y) the Base Share Indemnity Escrow Amount (the “Base Share Closing Date Payment”); provided, however, that if Buyer has not consummated a Buyer IPO on or prior to the Closing, Buyer shall have received reasonable evidence the option to elect, in lieu of Borrowers’ ability paying the amount referred to consummate receipt at closing in the foregoing clause (i), to issue and deliver to Seller a number of all licenses, permits, approvals and consentsBuyer Common Shares (rounded up to the nearest whole number of limited liability interests) in book entry form equal to the Optional Share Closing Date Payment (such election, if any, required with respect to such Acquisition and any other related transaction contemplated by this Agreement (including, without limitation, any necessary consents of the FCC to the sale contemplated by such Acquisition Agreement as evidenced by a Final Order, and any other required consents or filings of or with applicable Governmental Authorities or other third parties“Closing Date Share Election”).; (iii) Agents Seller shall have received copies deliver or cause to be delivered to Buyer such instruments of transfer sufficient to transfer the legal opinions delivered by seller(s) pursuant to the applicable Acquisition Agreement in connection with such Acquisition, together with a letter from each Person delivering an opinion (or authorization within the opinion) authorizing reliance thereon by Lenders and Agents.Membership Interests; (iv) Collateral Agent Buyer shall have received written evidence reasonably satisfactory deliver to Collateral Agent Seller, and its counsel thatSeller shall deliver to Buyer, except as otherwise disclosed in Schedule 4.09 hereto, all Leases covering tower and transmitter sites used by a duly executed copy of the Stations being acquired have lease terms (including all extension and renewal options exercisable unilaterally by Borrowers) through the Maturity Date.Stockholder Agreement; (v) The Borrowers the Company and Seller shall have satisfied deliver to Buyer all conditions certificates, resignations and obligations set forth in Section 7.04(b).payoff letters required to be delivered by the Company or Seller on or prior to the Closing Date pursuant to this Agreement; and (vi) The Borrowers Buyer shall have satisfied deliver to Seller all other conditions reasonably imposed certificates required to be delivered by Required Lenders in giving their Buyer on or prior to the Closing Date pursuant to this Agreement. (d) Effective simultaneously with the Closing, (i) Seller shall cease to be a Member of the Company, (ii) Seller shall consent to Buyer becoming admitted as the sole Member of the Company and (iii) Buyer shall be admitted as the sole Member of the Company. (e) Notwithstanding anything in this Agreement to the contrary, Buyer shall be entitled to deduct and withhold from the portion of the Closing Date Payment, the Deposit Amount, the payments required to be made pursuant to Section 2.04 (if any) and any release of the Share Indemnity Escrow Amount (or any other amount) otherwise payable pursuant to this Agreement to Seller, or for the benefit of Seller, such Permitted Acquisitionamounts as Buyer or any of its affiliates is required to deduct and withhold with respect to the making of any such payment under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of state, local or non-U.S. tax Law. To the extent reasonably practicable, Buyer shall give Seller advance written notice of any intention to deduct or withhold any such amounts and the legal basis therefor and shall afford Seller the opportunity to provide documents and forms necessary to eliminate or reduce such deduction or withholding. To the extent that amounts are so withheld and paid over to the appropriate taxing authority by Buyer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to Seller in respect of which such deduction and withholding was made.

Acquisition Closing. (i) The transactions contemplated by the applicable Acquisition Agreement shall be consummated by a Person who is or shall become a Borrower hereunder, contemporaneously with such Advance (except for the payment of that portion of the purchase price thereunder being paid with the proceeds of such Loan) substantially in accordance with the terms thereof and, in any event, in a manner reasonably satisfactory to Agents, including, without limitation, (1) the repayment in full in cash (simultaneously with, and from the proceeds of, the Loan or otherwise) of all Indebtedness of the applicable seller(s) related to the assets and properties transferred under such Acquisition Agreement to the extent such Indebtedness is not being assumed by the buyer, and (2) the valid assumption by the buyer of all other liabilities of the applicable seller(s) in respect of such assets and properties transferred under such Acquisition Agreement, other than liabilities not subject to assumption under such Acquisition Agreement which are otherwise addressed in a manner reasonably satisfactory to the Agents. (ii) Agents shall have received reasonable evidence of Borrowers’ ' ability to consummate receipt at closing of all licenses, permits, approvals and consents, if any, required with respect to such Acquisition and any other related transaction contemplated by this Agreement (including, without limitation, any necessary consents of the FCC to the sale contemplated by such Acquisition Agreement as evidenced by a Final Order, and any other required consents or filings of or with applicable Governmental Authorities or other third parties). (iii) Agents shall have received copies of the legal opinions delivered by seller(s) pursuant to the applicable Acquisition Agreement in connection with such Acquisition, together with a letter from each Person delivering an opinion (or authorization within the opinion) authorizing reliance thereon by Lenders and Agents, each in form and substance reasonably satisfactory to Agents. (iv) Collateral Agent shall have received written evidence reasonably satisfactory to Collateral Agent and its counsel that, except as otherwise disclosed in Schedule 4.09 hereto, all Leases covering tower and transmitter sites used by the Stations being acquired have lease terms (including all extension and renewal options exercisable unilaterally by Borrowers) through the Maturity Date. (v) The Borrowers shall have satisfied all conditions and obligations set forth in Section 7.04(b). (vi) The Borrowers shall have satisfied all other conditions reasonably imposed by Required Lenders in giving their consent to such Permitted Acquisition.

Acquisition Closing. (a) The Corporation will use its commercially reasonable efforts to satisfy the Escrow Release Condition related to the Acquisition Closing as contemplated under the Acquisition Agreement after the date hereof, and shall keep the Underwriters reasonably informed, from time to time, of the status of the Acquisition and the satisfaction of the conditions thereof; provided that the Corporation shall not be obligated to waive any conditions to closing for its benefit under the Acquisition Agreement, or otherwise perform or cause to be performed any of the obligations of the other parties to the Acquisition Agreement set forth therein or in any of the agreements contemplated by the Acquisition Agreement; (b) The Corporation will not, and will ensure that DHX AcquireCo does not, (i) The transactions contemplated by waive any material condition precedent to the applicable closing of the Acquisition or any other condition precedent to the closing of the Acquisition that would reasonably be expected to adversely affect the value of the securities to be acquired or the ability of the Corporation or DHX AcquireCo to operate the businesses of the entities to be acquired pursuant to the Acquisition Agreement shall be consummated in the ordinary course, or (ii) agree to any material amendments to the Acquisition Agreement, in each case without the prior written consent of the Co-Lead Underwriters, acting reasonably; and (c) Concurrently with delivering an escrow release notice to the Subscription Receipt Agent, the Corporation will deliver to the Underwriters a certificate signed by a Person who is senior officer of the Corporation as may be acceptable to the Co-Lead Underwriters, acting reasonably, in form and content satisfactory to the Co-Lead Underwriters, acting reasonably, with respect to the satisfaction or shall become a Borrower hereunder, contemporaneously with such Advance (except for waiver of all conditions precedent to closing of the Acquisition pursuant to the Acquisition Agreement other than the final condition precedent of payment of that portion of the purchase price thereunder being paid with for the proceeds of such Loan) substantially in accordance with the terms thereof and, in any event, in a manner reasonably satisfactory to Agents, including, without limitation, (1) the repayment in full in cash (simultaneously with, and from the proceeds of, the Loan or otherwise) of all Indebtedness of the applicable seller(s) related to the assets and properties transferred under such Acquisition Agreement to the extent such Indebtedness is not being assumed by the buyer, and (2) the valid assumption by the buyer of all other liabilities of the applicable seller(s) in respect of such assets and properties transferred under such Acquisition Agreement, other than liabilities not subject to assumption under such Acquisition Agreement which are otherwise addressed in a manner reasonably satisfactory to the Agents. (ii) Agents shall have received reasonable evidence of Borrowers’ ability to consummate receipt at closing of all licenses, permits, approvals and consents, if any, required with respect to such Acquisition and any other related transaction contemplated by this Agreement (including, without limitation, any necessary consents of the FCC to the sale contemplated by such Acquisition Agreement as evidenced by a Final Order, and any other required consents or filings of or with applicable Governmental Authorities or other third parties). (iii) Agents shall have received copies of the legal opinions delivered by seller(s) pursuant to the applicable Acquisition Agreement in connection with such Acquisition, together with a letter from each Person delivering an opinion (or authorization within the opinion) authorizing reliance thereon by Lenders and Agents. (iv) Collateral Agent shall have received written evidence reasonably satisfactory to Collateral Agent and its counsel that, except as otherwise disclosed in Schedule 4.09 hereto, all Leases covering tower and transmitter sites used by the Stations being acquired have lease terms (including all extension and renewal options exercisable unilaterally by Borrowers) through the Maturity Date. (v) The Borrowers shall have satisfied all conditions and obligations set forth in Section 7.04(b). (vi) The Borrowers shall have satisfied all other conditions reasonably imposed by Required Lenders in giving their consent to such Permitted Acquisition.thereunder;

Acquisition Closing. (i) The transactions contemplated by the applicable Acquisition Agreement shall be have been consummated by a Person who is or shall become a Borrower hereunder, contemporaneously with such Advance (except for the payment of that portion of the purchase price Purchase Price thereunder being paid with the proceeds of such LoanAdvances) substantially in accordance with the terms thereof and, in any event, in a manner reasonably satisfactory to Agentsthe Agent, including, without limitation, (1A) the repayment in full in cash (simultaneously with, and from the proceeds of, the Loan Advances or otherwise) of all Indebtedness of the applicable seller(sSeller(s) related to the assets and properties transferred under such Acquisition Agreement to the extent such Indebtedness which is not being assumed by the buyerBorrowers, and (2B) the valid assumption by the buyer Borrowers of all other liabilities of the applicable seller(sSeller(s) in respect of such assets and properties transferred under such Acquisition Agreement, other than liabilities not subject to assumption under such Acquisition Agreement which are otherwise addressed in a manner reasonably satisfactory to the Agentsproperties. (ii) Agents The Agent shall have received reasonable evidence of Borrowers’ ability to consummate the receipt at closing of all licenses, permits, approvals and consents, if any, required with respect to such Acquisition and any other related transaction contemplated by this Agreement (including, without limitation, any necessary consents of the FCC to the sale contemplated by such Acquisition Agreement as evidenced by a Final Order, and any other required consents or filings of or with applicable Governmental Authorities governmental authorities or other third parties). (iii) Agents The applicable Seller(s) shall have consented to the collateral assignment to the Agent of the rights of the Borrowers under the Acquisition Agreement and any other agreements executed thereunder, as required under SECTION 2.09. (iv) The Agent shall have received copies of the legal opinions delivered by seller(sthe Seller(s) pursuant to the applicable Acquisition Agreement in connection with such Acquisition, together with a letter from each Person delivering an opinion (or authorization within the opinion) authorizing reliance thereon by Lenders and Agents. (iv) Collateral Agent shall have received written evidence reasonably satisfactory to Collateral the Agent and its counsel that, except as otherwise disclosed in Schedule 4.09 hereto, all Leases covering tower and transmitter sites used by the Stations being acquired have lease terms (including all extension and renewal options exercisable unilaterally by Borrowers) through the Maturity DateLenders. (v) The Borrowers shall have satisfied all conditions and obligations set forth in Section 7.04(b). (vi) The Borrowers shall have satisfied all other conditions reasonably imposed by Required Lenders in giving their consent to such Permitted Acquisition.