Buyer Conduct. Buyers shall not take any action or fail to take any action that would (a) disqualify Buyers from being the licensee of and owning and operating the Stations under the Act and the rules, regulations and published policies of the FCC as in effect on the date hereof or (b) prevent Buyers from otherwise fulfilling their obligations hereunder, including their obligations to pay the entire First Closing Adjusted Purchase Price on the First Closing Date and the Second Closing Adjusted Purchase Price on the Second Closing Date.
Buyer Conduct. Buyer shall take no action, or fail to take any required action, that would disqualify Buyer from being the licensee of the Station under the Communications Act of 1934, as now in effect, the Telecommunications Act of 1996, and the rules, regulations and policies of the FCC as now in effect or that would require Buyer to seek a waiver of the rules in addition to that specified in Section 4.5 hereof. Buyer, in programming the Station pursuant to the Time Brokerage Agreement, shall not cause or permit, by any act or failure to act, any of the Licenses to expire or to be revoked, suspended, or modified, or take any action that could cause the FCC or any other governmental authority to institute proceedings for the suspension, revocation, or adverse modification of any of the Licenses.
Buyer Conduct. 20 SECTION 7. CONDITIONS TO OBLIGATIONS OF BUYER AND SELLER AT CLOSING.....................................................................................20 7.1 Conditions to Obligations of Buyer.............................................................20 7.2 Conditions to Obligations of Seller............................................................21
Buyer Conduct. The actions that the Covenantors can reasonably request under paragraph 9.1(ii) of this Schedule do not include the relevant Group Company allowing the Covenantors to have the right to conduct any action referred to in paragraph 9.1(ii), but in taking any action at the request of the Covenantors pursuant to paragraph 9.1
Buyer Conduct. If any matter comes to the notice of the Buyer which may give rise to a liability under the Warranties, the Buyer shall:
8.1 as soon as reasonably practicable give notice of that matter to the Warrantors, specifying in such detail as is reasonably available to it at that time the nature of the potential liability and, so far as is practicable, the amount likely to be claimed in respect of it;
8.2 consult with, and take reasonable notice of the representations of, the Warrantors before making any admission of liability, agreement or compromise with any person, body or authority in relation to that matter;
8.3 in respect of any third party claim which may give rise to a liability under the Warranties (but not otherwise):
8.3.1 give the Warrantors and their professional advisers reasonable access at any reasonable times to any relevant documents and records within the power or control of the Buyer and/or the Company so as to enable the Warrantors and their professional advisers to examine such documents and records and to take copies at their own expense, save where to do so would or might reasonably breach or endanger the Buyer’s or any Group Company of the Xxxxx’s legal privilege in any such documents or records or any obligations of confidentiality owed to a third party;
8.3.2 take such action as the Warrantors may reasonably request to avoid, dispute, resist, compromise or defend any claim arising out of the matter in question, save where the Buyer reasonably considers that any such action would prejudice the legitimate interests of the Buyer or the Company and the goodwill attaching to the business of the Buyer or the Company and subject to the Warrantors indemnifying the Buyer and/or the Company to the Buyer’s satisfaction against any liability, costs, damages or expenses which may be thereby incurred.
Buyer Conduct. Buyer shall take no action or fail to take any action that would
(a) disqualify Buyer from being the licensee of the Station under the Act and the rules, regulations and policies of the FCC or (b) prevent Buyer from otherwise fulfilling its obligations to pay the entire Purchase Price on the Closing Date.
Buyer Conduct. Buyer shall promptly notify the Company of any event ------------- or occurrence which is not in the ordinary course of business of Buyer and which is material and adverse to the business of Buyer.
Buyer Conduct. 21 SECTION 7. CONDITIONS TO OBLIGATIONS OF BUYER AND SELLER AT CLOSING . . . . . . . . . . . . . . . . . . . . . . . . 21 7.1 Conditions to Obligations of Buyer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 7.2 Conditions to Obligations of Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Buyer Conduct. Buyer shall take no action, or fail to take any required action, that would disqualify Buyer from being the licensee of the Station under the Communications Act of 1934, as now in effect, the Telecommunications Act of 1996, and the rules, regulations and policies of the FCC as now in effect. Buyer, in programming the Station pursuant to the Time Brokerage Agreement, shall not cause or permit, by any act or failure to act, any of the Licenses to expire or to be revoked, suspended, or modified, or take any action that could cause the FCC or any other governmental authority to institute proceedings for the suspension, revocation, or adverse modification of any of the Licenses.
Buyer Conduct. Until the First Sale Anniversary, Buyer (or it successors or assigns, as applicable) shall use Commercially Reasonable Efforts to both (i) Develop and (ii) Exploit the Product for APL in the United States, and [***]. Without limiting the generality of the foregoing, Buyer (or its successors or assigns, as applicable) shall use Commercially Reasonable Efforts to dose the first patient in a Phase 3 Clinical Trial of the Product on or before the third (3rd) anniversary of the Closing Date. Subject to the foregoing, Seller understands that Buyer and its Affiliates will be free to operate the Acquired Assets as they determine, and that the Buyer and its Affiliates shall have no obligation to maximize the Milestone Payments and the aggregate amount of any Milestone Payment may vary based on the performance of the business of Buyer in respect of the Acquired Assets and the associated Product Revenue. Seller expressly acknowledges and agrees that Buyer makes no representations or warranties of any kind or nature, express or implied, at law or in equity, or otherwise, relating to the future financial results of Buyer’s business in respect of the Acquired Assets, future Product Revenue, or the amount of any Milestone Payments, and Seller has not relied on any such representations or warranties in entering into this Agreement. Seller also expressly acknowledges and agrees that, if Buyer (or its successors or assigns, as applicable) (A) fails to dose the first patient in a Phase 3 Clinical Trial of the Product on or before the third (3rd) anniversary of the Closing Date and (B) [***], then in such event Buyer shall have conclusively satisfied its obligations to Buyer hereunder solely with respect to the Development of the Product, but not Buyer’s obligations hereunder before and after such prepayment in respect of the Exploitation of the Product (excluding Development activities included within the definition of ‘Exploitation’ herein). For the avoidance of doubt, Buyer (or its successors or assigns, as applicable) shall use Commercially Reasonable Efforts to Exploit (excluding Development activities included within the definition of ‘Exploit’ herein) the Product for APL in the United States, before and after and irrespective of any prepayment of the NDA Milestone Payment.
