Common use of Acquisition Closings Clause in Contracts

Acquisition Closings. (i) The transactions contemplated by the applicable Acquisition Agreement shall have been consummated (except for the payment of that portion of the purchase price thereunder being paid with the proceeds of Advances) substantially in accordance with the terms thereof and, in any event, in a manner reasonably satisfactory to Agent, including without limitation (A) the repayment in full in cash (simultaneously with, and from the proceeds of, Advances, or otherwise) or other satisfactory disposition of all Indebtedness of the applicable Sellers not being assumed by the Borrower or an Operating Company, and the release of all related liens and encumbrances on the properties transferred to the Companies under the applicable Acquisition and (B) the valid assumption by the Borrower or such Operating Company, or other satisfactory disposition, of all other liabilities of the applicable Sellers in respect of the assets and properties transferred under such Acquisition Agreement. (ii) The Agent shall have received evidence of the receipt of all material 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 the consents of the FCC to the sale contemplated by such Acquisition Agreement and to the collateral assignment of any related material agreements or licenses to the Agent, on behalf of the Lenders), and any other material consents or filings of or with applicable governmental authorities or other third parties. (iii) The applicable Sellers shall have consented to the collateral assignment to the Agent of the rights of the Borrower or the applicable Operating Company under the Acquisition Agreement and any other agreements executed thereunder, as required under Section 2.01(a)(vi). (iv) The Agent shall have received copies of the legal opinions delivered by the Seller(s) pursuant to the applicable Acquisition Agreement in connection with the Acquisition, together with a letter from each Person delivering an opinion (or authorization within the opinion) authorizing reliance thereon by the Agent and the Lenders to the extent reasonably obtainable. (v) Any other conditions imposed by the Required Lenders in giving their consent to such Permitted Acquisition shall have been satisfied.

Acquisition Closings. (i) The transactions contemplated by the applicable Acquisition Agreement shall have been consummated (except for the payment of that portion of the purchase price thereunder being paid with the proceeds of Advances) substantially in accordance with the terms thereof and, in any event, in a manner reasonably satisfactory to Agent, including without limitation (A) the repayment in full in cash (simultaneously with, and from the proceeds of, Advances, or otherwise) or other satisfactory disposition of all Indebtedness of the applicable Sellers not being assumed by the Borrower or an Operating Companya Restricted Subsidiary (other than, in the case of the San German Acquisition, the liabilities referred to in Sections 5.17 and the release 5.24 of all related liens and encumbrances on the properties transferred Amendment No. 1 to the Companies under the applicable San German Acquisition Agreement) and (B) the valid assumption by the Borrower or such Operating Company, or other satisfactory disposition, Restricted Subsidiary of all other liabilities of the applicable Sellers in respect of the assets and properties transferred under such Acquisition Agreement. (ii) The Agent shall have received evidence of the receipt of all material 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 the consents of municipal franchising authorities and the FCC to the sale contemplated by such Acquisition Agreement and to the collateral assignment of any related franchises or other material agreements or licenses to the Agent, on behalf of the Lenders), and any other material consents or filings of or with applicable governmental authorities or other third parties. (iii) The applicable Sellers shall have consented to the collateral assignment to the Agent of the rights of the Borrower or the applicable Operating Company Restricted Subsidiary under the Acquisition Agreement and any other agreements executed thereunder, as required under Section 2.01(a)(vi2.01(a). (iv) The Agent shall have received copies of the legal opinions delivered by the Seller(s) pursuant to the applicable Acquisition Agreement in connection with the Acquisition, together with a letter from each Person delivering an opinion (or authorization within the opinion) authorizing reliance thereon by the Agent and the Lenders to the extent reasonably obtainableLenders. (v) Any other conditions imposed by the Required Lenders in giving their consent to such Permitted Acquisition shall have been satisfied.

Acquisition Closings. With respect to the Founding Company Acquisitions: (i) The transactions contemplated by Each condition to the applicable obligations of the Company set forth in Section 9 of each of the Acquisition Agreement Agreements shall have been consummated (satisfied, without waiver or modification, except for the payment of that portion of the purchase price thereunder being paid with the proceeds of Advances) substantially in accordance with the terms thereof and, in any event, in a manner reasonably satisfactory to Agent, including without limitation (A) the repayment in full in cash (simultaneously with, and from the proceeds of, Advances, or otherwise) or other satisfactory disposition of all Indebtedness of the applicable Sellers not being assumed as may be approved by the Borrower or an Operating Company, and the release of all related liens and encumbrances on the properties transferred to the Companies under the applicable Acquisition and (B) the valid assumption by the Borrower or such Operating Company, or other satisfactory disposition, of all other liabilities of the applicable Sellers in respect of the assets and properties transferred under such Acquisition AgreementRepresentatives. (ii) The Agent Each certificate delivered to the Company pursuant to each Acquisition Agreement shall have received evidence of the receipt of all material 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 the consents of the FCC also been delivered to the sale contemplated by such Acquisition Agreement and to the collateral assignment of any related material agreements or licenses to the Agent, on behalf of the Lenders), and any other material consents or filings of or with applicable governmental authorities or other third partiesRepresentatives. (iii) The applicable Sellers Counsel for each of the Founding Companies shall have consented furnished to the collateral assignment Representatives a letter, in form and substance satisfactory to the Agent Representatives, to the effect that they are entitled to rely on the opinion of such counsel delivered to the rights of the Borrower or the applicable Operating Company under the pursuant to each Acquisition Agreement and any other agreements executed thereunder, as required under Section 2.01(a)(vi)if such opinion were addressed to them. (iv) The Agent On the first Closing Date the Representatives shall have received copies opinions, in form and substance satisfactory to the Representatives, from counsel for the Company and counsel for each of the legal opinions delivered Founding Companies, to the effect that, after giving effect to the Founding Company Acquisitions, all of the outstanding shares of the capital stock of each of the Founding Companies will be owned by the Seller(s) pursuant Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim and no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligations into shares of capital stock or ownership interests in any of the applicable Acquisition Agreement in connection with the Acquisition, together with a letter from each Person delivering an opinion (or authorization within the opinion) authorizing reliance thereon by the Agent and the Lenders to the extent reasonably obtainableFounding Companies are outstanding. (v) Any other conditions imposed by the Required Lenders in giving their consent to such Permitted Acquisition The Company shall have been satisfiedacquired all of the outstanding capital stock of each of the Founding Companies free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim and no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligations into shares of capital stock or ownership interests in any of the Founding Companies shall be outstanding.

Acquisition Closings. (i) The transactions contemplated by the applicable Acquisition Agreement shall have been consummated (except for the payment of that portion of the purchase price thereunder being paid with the proceeds of AdvancesLoans) substantially in accordance with the terms thereof and, in any event, in a manner reasonably satisfactory to the Agent, including without limitation (A) the repayment in full in cash (simultaneously with, and from the proceeds of, Advances, or otherwise) or other satisfactory disposition of all Indebtedness of the applicable Sellers not being assumed by the Borrower or an Operating Company, and the release of all related liens and encumbrances on the properties transferred to the Companies under the applicable Acquisition and (B) the valid assumption by the Borrower or such Operating Company, or other satisfactory disposition, Subsidiary of all other liabilities of the applicable Sellers in respect of the 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 Agent. (ii) The Agent shall have received evidence of the receipt issuance and receipt, or execution and delivery, as the case may be, of (A) all material CATV Franchises, FCC Licenses and NRTC Member Agreements, (B) all CATV Franchise Consents, FCC Consents, NRTC Consents and (C) all other licenses, permits, approvals and consents, if any, required with respect to such Acquisition Acquisition, the proposed Loans and any other related transaction contemplated by this Agreement (including without limitation the consents of the FCC to the sale contemplated by such Acquisition Agreement and to the collateral assignment of any related material agreements or licenses to the Agent, on behalf of the Lenders), and any other material consents or filings of or with applicable governmental authorities Governmental Authorities or other third parties. (iii) The applicable Sellers Borrower shall have consented obtained from the applicable Sellers, on a best efforts basis, such Sellers' consents to the collateral assignment to the Agent of the rights of the Borrower or the applicable Operating Company Subsidiary under the Acquisition Agreement and any other agreements executed thereunder, as required under Section 2.01(a)(vi2.01(a). (iv) The Agent shall have received copies of the legal opinions delivered by the Seller(s) pursuant to the applicable Acquisition Agreement in connection with the Acquisition, together with and, on a best efforts basis, a letter from each Person delivering an opinion (or authorization within the opinion) authorizing reliance thereon by the Agent and the Lenders to the extent reasonably obtainableLenders. (v) Any other conditions imposed by the Required Lenders in giving their consent (if required hereunder) to such Permitted Acquisition shall have been satisfied.

Acquisition Closings. (i) The transactions contemplated by the applicable Acquisition Agreement shall have been consummated (except for the payment of that portion of the purchase price thereunder being paid with the proceeds of AdvancesLoans) substantially in accordance with the terms thereof and, in any event, in a manner reasonably satisfactory to the Administrative Agent, including without limitation (A) the repayment in full in cash (simultaneously with, and from the proceeds of, Advances, or otherwise) or other satisfactory disposition of all Indebtedness of the applicable Sellers not being assumed by the Borrower or an Operating Company, and the release of all related liens and encumbrances on the properties transferred to the Companies under the applicable Acquisition and (B) the valid assumption by the Borrower or such Operating Company, or other satisfactory disposition, Subsidiary of all other liabilities of the applicable Sellers in respect of the 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 Administrative Agent. (ii) The Administrative Agent shall have received evidence of the receipt of all material 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 the any required NRTC or DirecTv consents of the FCC to the sale contemplated by such Acquisition Agreement and to the collateral assignment of any related material agreements or licenses NRTC Member Agreements and any other DBS Agreements to the Administrative Agent, on behalf of the Lenders), and any other material consents or filings of or with applicable governmental authorities or other third parties. (iii) The applicable Sellers Borrower shall have consented obtained from the applicable Sellers, on a best efforts basis, such Sellers' consents to the collateral assignment to the Administrative Agent of the rights of the Borrower or the applicable Operating Company Subsidiary under the Acquisition Agreement and any other agreements executed thereunder, as required under Section 2.01(a)(vi2.01(a). (iv) The Administrative Agent shall have received copies of the legal opinions delivered by the Seller(s) pursuant to the applicable Acquisition Agreement in connection with the Acquisition, together with and, on a best efforts basis, a letter from each Person delivering an opinion (or authorization within the opinion) authorizing reliance thereon by the Administrative Agent and the Lenders to the extent reasonably obtainableLenders. (v) Any other conditions imposed by the Required Lenders in giving their consent (if required hereunder) to such Permitted Acquisition shall have been satisfied.