Common use of Acquisition Closing Clause in Contracts

Acquisition Closing. Notwithstanding anything in this Agreement or any other Credit Document to the contrary: (i) in the event that the Closing Date has occurred and all of the conditions set forth in Sections 3.1 and 3.2(a) have been satisfied (or waived in accordance with Section 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 each case solely to the extent such conditions relate to the Acquisition (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 (such $335.0 million, the “Suppressed Availability”) (it being understood and agreed that (x) with respect to the Closing Date Certificate delivered on the Closing Date, the Borrower shall not be required to include the certifications in Sections 6 or 7 of 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 Acquisition); (ii) 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 originally executed copies of the favorable written opinions of regulatory counsels for Credit Parties as to such matters as Administrative Agent may request in form and substance reasonably satisfactory to Administrative Agent, (B) Administrative Agent shall have received a Solvency Certificate from the Borrower, and (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 to include the certifications in Sections 4 or 5 of Exhibit F-1 hereto); and (iii) if the Borrower fails to consummate the Acquisition by June 1, 2015, (x) the aggregate amount of the Revolving Commitments shall be permanently reduced by the Suppressed Availability and (y) CAFD for the Fiscal Quarters ended June 30, 2014, September 30, 2014 and December 31, 2014 shall be deemed to be $35.6 million, $42.8 million and $16.3 million, respectively.

Acquisition Closing. Notwithstanding anything in this Agreement or any other Credit Document to the contrary: (i) in The transactions contemplated by the event 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 the Closing Date has occurred and all portion of the conditions set forth in Sections 3.1 and 3.2(apurchase price thereunder being paid with the proceeds of such Loan) have been satisfied (or waived substantially in accordance with Section 10.5) except with respect to Section 3.1(d), 3.1(f)(ii), 3.1(g), 3.1(p) and 3.1(q)the terms thereof and, in each case solely 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 conditions relate 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 Acquisition (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 (such $335.0 million, the “Suppressed Availability”) (it being understood and agreed that (x) with respect to the Closing Date Certificate delivered on the Closing Date, the Borrower shall not be required to include the certifications in Sections 6 or 7 of 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 Acquisition);Agents. (ii) upon satisfaction 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 waiver in accordance with Section 10.5authorization within the opinion) of the Acquisition Closing Conditions authorizing reliance thereon by Lenders and Agents. (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 (Aiv) to the extent not previously delivered on the Closing Date, Administrative Collateral Agent shall have received originally executed copies of the favorable written opinions of regulatory counsels for Credit Parties as to such matters as Administrative Agent may request in form and substance evidence reasonably satisfactory to Administrative AgentCollateral 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 (Bincluding all extension and renewal options exercisable unilaterally by Borrowers) Administrative Agent through the Maturity Date. (v) The Borrowers shall have received a Solvency Certificate from the Borrower, satisfied all conditions and obligations set forth in Section 7.04(b). (Cvi) Borrower The Borrowers shall have delivered satisfied all other conditions reasonably imposed by Required Lenders in giving their consent to Administrative Agent an originally executed Closing Date Certificate, together with all attachments thereto (it being understood that the Borrower shall not be required to include the certifications in Sections 4 or 5 of Exhibit F-1 hereto); and (iii) if the Borrower fails to consummate the Acquisition by June 1, 2015, (x) the aggregate amount of the Revolving Commitments shall be permanently reduced by the Suppressed Availability and (y) CAFD for the Fiscal Quarters ended June 30, 2014, September 30, 2014 and December 31, 2014 shall be deemed to be $35.6 million, $42.8 million and $16.3 million, respectivelysuch Permitted Acquisition.

Acquisition Closing. Notwithstanding anything 6.1 The Acquisition Closing shall take place at the offices of counsel to the Company, at such time and date as the Purchaser and the Vendors may elect in writing.‌ 6.2 At Acquisition Closing, the Vendors shall deliver or cause to be delivered to the Purchaser the following documents: (a) a certificate executed by the Vendors certifying: (i) the representations and warranties of the Vendors as set out in Section 4.1 of this Agreement are true and correct in all material respects at the Acquisition Closing Date; (ii) the covenants and conditions of the Vendors to be performed and observed in this Agreement prior to or at Acquisition Closing shall have been performed and observed in all material respects; (iii) each of the Vendors’ specimen signatures; and (iv) any other Credit Document further matters reasonably required by the Purchaser;‌ (b) a certificate of a senior officer or director of the Company certifying: (i) the representations and warranties of the Company as set out in Section 4.2 of this Agreement are true and correct in all material respects at the Acquisition Closing Date; (ii) the covenants and conditions of the Company to be performed and observed in this Agreement prior to or at Acquisition Closing shall have been performed and observed in all material respects; (iii) a copy of the resolutions of the sole director of the Company authorizing this Agreement and the transactions contemplated herein and hereby, and that such resolutions remain in full force and effect, unamended since the Effective Date; (iv) a list of the Company’s officers and directors authorized to sign the Agreement and any documents or instruments delivered thereby, together with their specimen signature(s); and (v) any further matters reasonably required by the Purchaser; (c) all books and records of the Company; (d) executed resignations effective as at the Acquisition Closing of each director and officer of the Company; (e) an original share certificate representing the Purchased Share, duly endorsed by an effective endorsement for transfer to the contraryPurchaser; (f) a copy of the Company’s central securities register, demonstrating the due transfer of the Purchased Shares owned by the Vendors to the Purchaser or such other evidence of transfer as may be acceptable to the Purchaser; and‌ (g) such other documents and instruments in connection with the Acquisition Closing as may be reasonably requested by the Purchaser. 6.3 At Acquisition Closing, the Purchaser shall deliver or cause to be delivered to the Vendors the following documents: (a) a certificate of a senior officer or director of the Purchaser certifying: (i) in the event that the Closing Date has occurred representations and all warranties of the conditions Purchaser as set forth out in Sections 3.1 Section 4.3 of this Agreement are true and 3.2(a) have been satisfied (or waived correct in accordance with Section 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 each case solely to the extent such conditions relate to all material respects at the Acquisition (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 (such $335.0 million, the “Suppressed Availability”) (it being understood and agreed that (x) with respect to the Closing Date Certificate delivered on the Closing Date, the Borrower shall not be required to include the certifications in Sections 6 or 7 of 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 Acquisition); ; (ii) upon satisfaction (or waiver in accordance with Section 10.5) the covenants and conditions of the Purchaser to be performed and observed in this Agreement prior to or at 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 originally executed copies been performed and observed in all material respects; (iii) the resolutions of the favorable written opinions directors of regulatory counsels for Credit Parties as to such matters as Administrative Agent may request in form the Purchaser authorizing this Agreement and substance reasonably satisfactory to Administrative Agent, (B) Administrative Agent shall have received a Solvency Certificate from the Borrowertransactions contemplated herein and hereby, and that such resolutions remain in full force and effect, unamended since the Effective Date; (Civ) Borrower shall have a list of the Purchaser’s officers and directors authorized to sign the Agreement and any documents or instruments delivered to Administrative Agent an originally executed Closing Date Certificatethereby, together with all attachments thereto their specimen signature(s); and (it being understood that v) any further matters reasonably required by the Borrower shall not Vendors or the Company;‌ (b) evidence of a book entry into the Purchaser’s registered list of shareholders, demonstrating the due issuance of the Consideration Shares, duly registered to the applicable Vendor or as may be required directed by the applicable Vendor, or such other evidence of issuance as may be applicable to include the certifications in Sections 4 or 5 of Exhibit F-1 hereto)such Vendor; and (iiic) if the Borrower fails to consummate such other documents and instruments in connection with the Acquisition Closing as may be reasonably requested by June 1, 2015, (x) the aggregate amount either of the Revolving Commitments shall be permanently reduced by Vendors or the Suppressed Availability and (y) CAFD for the Fiscal Quarters ended June 30, 2014, September 30, 2014 and December 31, 2014 shall be deemed to be $35.6 million, $42.8 million and $16.3 million, respectively.Company.‌‌