Common use of Buyer’s Conditions Precedent Clause in Contracts

Buyer’s Conditions Precedent. The obligations of Buyer under this Agreement to proceed with the Closing are subject to the fulfillment or waiver, at the option of Buyer, of the following conditions at or prior to the Closing: (a) The representations and warranties of the Seller contained in this Agreement and each certificate delivered by the Seller at the Closing pursuant to this Agreement shall be true and correct in all material respects when made, and shall also be true and correct in all material respects at the time of the Closing with the same force and effect as though such representations and warranties were made at that time except that representations and warranties made as of a specific, indicated date shall be true and correct in all material respects as of such specified date. (b) Each covenant, agreement and obligation required by the terms of this Agreement to be complied with and performed by the Seller at or prior to the Closing shall have been complied with and performed, in all material respects. (c) The Seller shall have delivered to and for the benefit of Buyer a certificate of the Seller executed on the Closing Date certifying that the conditions set forth in subsections (a) and (b) of this Section 3.5 have been fulfilled. (d) All consents from Persons to any Contract listed on Schedule 3.5(d) that may be required in connection with this Agreement or to assure that such contracts continue in full force and effect after the consummation of the transactions contemplated hereby without giving any contracting Person the right to terminate or modify any such Contract shall have been obtained either by duly authorized assignment or novation thereof.

Buyer’s Conditions Precedent. The obligations of Buyer under this ---------------------------- Agreement to proceed with the Closing are subject to the fulfillment or waiversubject, at the option of Buyer, to the fulfillment of the following conditions at or prior to the Closing: (a) The the representations and warranties of the Seller Company contained in this Agreement and each Agreement, or any certificate delivered by the Seller it at the Closing pursuant to this Agreement Agreement, shall be true and correct in all material respects when made, except where the failure to be true and correct would not have a Material Adverse Effect (as hereinafter defined) or a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby, and, except for changes permitted by this Agreement and representations and warranties made as of a specific, indicated date, shall also be true and correct in all material respects at the time of the Closing with the same force and effect as though such representations and warranties were made at that time except that representations and warranties made as of a specifictime, indicated date shall except, in each case where the failure to be true and correct would not have a Material Adverse Effect or a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby, and except in all material respects each case for changes or failures to be true and correct arising out of or in connection with or as a result of such specified date.any matter or transaction contemplated by the Time Brokerage Agreement or any act or omission or instruction by or on behalf of Buyer in the course of its authority or activities under or in connection with the Time Brokerage Agreement; (b) Each each covenant, agreement and obligation required by the terms of this Agreement to be complied with and performed by the Seller Company, at or prior to the Closing Closing, shall have been complied with and performed, in all material respects., in each case except for failures arising out of or in connection with or as a result of any matter or transaction contemplated by the Time Brokerage Agreement or any act or omission or instruction by or on behalf of Buyer in the course of its authority or activities under or in connection with the Time Brokerage Agreement; (c) The Seller the waiting period under the HSR Act shall have expired or been terminated; (d) no United States or state governmental authority or other agency or commission or United States or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such transactions; provided, however, -------- ------- that Buyer shall have used its best efforts to have any such order or injunction vacated; (e) the Initial Order shall have become a Final Order; (f) there shall be delivered to and for the benefit of Buyer a certificate of the Seller Company executed on the Closing Date certifying that the conditions set forth in subsections (a) and (b) of this Section 3.5 4.4 have been fulfilled.; and (dg) All consents from Persons to any Contract listed on Schedule 3.5(d) that may be required in connection with this Agreement or to assure that such contracts continue in full force and effect after the consummation of the transactions contemplated hereby without giving any contracting Person the right to terminate or modify any such Contract there shall have been obtained either by duly authorized assignment delivered to Buyer an opinion or novation thereofopinions of counsel to the Companies in form and substance reasonably satisfactory to counsel to Buyer.

Buyer’s Conditions Precedent. The obligations of Buyer under this Agreement and Merger Sub to proceed with effect the Closing are Merger shall be subject to the fulfillment or waiver, at the option of Buyer, of the following conditions at or prior to the ClosingEffective Time of the following conditions, unless waived by Buyer: (a) The representations and warranties of the Seller Company contained in this Agreement and each certificate delivered by the Seller at the Closing pursuant to this Agreement shall be true and correct in all material respects when maderespects, on the date hereof and shall also be true and correct in all material respects as of the Effective Time as if made at the time Effective Time. Buyer shall have received a certificate of an authorized officer of the Closing with Company, on behalf of the same force and effect as though Company, to such representations and warranties were made at that time except that representations and warranties made as of a specific, indicated date shall be true and correct in all material respects as of such specified dateeffect. (b) Each covenant, agreement The Company shall have performed or materially complied with all agreements and obligation covenants required to be performed by the terms of it under this Agreement to be complied with and performed by the Seller at or prior to the Closing Effective Time in all respects and Buyer shall have been complied with and performedreceived a certificate of an authorized officer of the Company, in all material respectson behalf of the Company, to such effect. (c) The Seller obligations imposed on those persons identified in the third recital to this Agreement by the Related Agreements shall have delivered been performed and such individuals shall have executed the employee retention agreement attached to and for the benefit each of Buyer a certificate their respective versions of the Seller executed on the Closing Date certifying that the conditions set forth in subsections (a) and (b) of this Section 3.5 have been fulfilledRelated Agreement. (d) All consents The Company shall have delivered to the Buyer the following: (i) a good standing certificate and certified charter documents of the Company, each of recent date from Persons the Secretary of State of the Commonwealth of Massachusetts and a good standing certificate for the Company from each jurisdiction in which the Company is qualified to any Contract listed on Schedule 3.5(ddo business (ii) that may be required in connection with copies of the resolutions duly adopted by the board of directors and stockholders of the Company, authorizing the execution, delivery and performance of this Agreement or and the other agreements, instruments and documents contemplated hereby and to assure that such contracts continue be delivered hereunder, duly certified by the President of the Company, which resolutions shall be in full force and effect after at the consummation time of delivery on the Closing Date. (e) Any material consents from Governmental Entities (excluding consents to the Company's name change or novations) and other third parties which in any case are required to be received prior to the Effective Time with respect to the transactions contemplated hereby without giving any contracting Person the right to terminate or modify any such Contract shall have been obtained either received. (f) The consummation of the Merger shall not be restrained, enjoined or prohibited by duly authorized assignment any order, judgment, decree, injunction or novation thereofruling of a court of competent jurisdiction; provided, however, that the parties shall use their reasonable best efforts to cause any such order, judgment, decree, injunction or ruling to be vacated or lifted. (g) The Key Employee Retention Agreements or Retention Letters required by Buyer and the employment agreements attached to Xxxxx Xxxxxx' and Xxxx Xxxx'x respective Related Agreements shall have been executed and delivered with effect as of the Closing. (h) The Company shall obtain all consents from third parties, including Government Entities, necessary, proper or appropriate to transfer, assign or vest in Buyer all rights available under the Material Contracts.

Buyer’s Conditions Precedent. The obligations of Buyer under this Agreement to proceed with the at Closing are subject to the fulfillment satisfaction or waiver, waiver at the option of Buyer, or prior to Closing of the following conditions at or prior to the Closingprecedent: (a) The (i) each of the representations and warranties of the Seller contained in this Agreement and each certificate delivered by the Seller at the Closing pursuant to this Agreement shall be true and correct at and as of Closing in all material respects when made, and shall also be true and correct in all material respects at the time of the Closing accordance with the same force and effect their terms as though if such representations and warranties were made remade at that time and as of Closing (except that to the extent such representations and warranties are made as of a specificspecified date, indicated date in which case such representations and warranties shall be true and correct in all material respects as of such specified date. ), except where the failure to be so true and correct (bwithout giving effect to any limitation or qualification as to materiality or Material Adverse Effect), individually or in the aggregate has not had and would not reasonably be expected to result in a Material Adverse Effect, (ii) Each covenant, agreement Seller shall have performed and obligation satisfied all covenants and agreements required by the terms of this Agreement to be complied with performed and performed satisfied by the Seller at or prior to the Closing shall have been complied with and performed, in all material respects., and (iii) Seller shall have delivered the Seller’s Certificate to Buyer confirming the foregoing; (b) other than an order affecting only a portion of the Assets that is treated as a Casualty Loss, no order shall have been entered by any court or Governmental Authority having jurisdiction over the Parties or the subject matter of this Agreement that restrains or prohibits the Transaction and that remains in effect at the time of Closing and all relevant waiting periods under the HSR Act shall have expired or been terminated; (c) The Seller shall have delivered to and for the benefit of Buyer a certificate aggregate amount of the Seller executed on sum of all Remediation Costs for Environmental Defects, the Closing Date certifying that Exclusion Adjustment, and the conditions set forth in subsections (a) and (b) of this Section 3.5 have been fulfilled.CLIF Amount, if applicable, shall not exceed $30,000,000.00; and (d) All consents from Persons Seller shall be ready, willing, and able to any Contract listed on Schedule 3.5(d) that may be required in connection with this Agreement or to assure that such contracts continue in full force and effect after the consummation perform each of the transactions contemplated hereby without giving any contracting Person the right actions and deliver those deliverables specified in Section 13.3 as required to terminate be delivered by or modify any such Contract shall have been obtained either by duly authorized assignment or novation thereofon behalf of Seller at Closing.

Buyer’s Conditions Precedent. The obligations of Buyer under this Agreement to proceed with at the Closing are subject to the fulfillment satisfaction or waiver, at the option of Buyer, of the following conditions waiver at or prior to the ClosingClosing of the following conditions precedent: (a) Subject to Section 11.2(h), all representations and warranties of Seller contained in this Agreement are true and correct in all material respects (considering the transactions contemplated by the Agreement as a whole) at and as of the Closing in accordance with their terms as if such representations and warranties were made at and as of the Closing (except to the extent such representations or warranties are as of a specific time in which case as of such other time), and Seller has performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Seller at or prior to the Closing in all material respects. (b) The board of directors of the Buyer shall have approved the terms and conditions of this Agreement. (c) The Buyer shall have completed its technical and financial due diligence, including Buyer’s receipt of a third party reserve report by the Buyer’s auditor. (d) The Buyer shall have received conditional approval of the transactions contemplated by this Agreement from the Exchange on or prior to the Closing Date. (e) Buyer shall have received at or prior to the Closing Date a favorable legal opinion from counsel to the Seller, addressed to Buyer, in form and substance acceptable to counsel to Buyer, acting reasonably, to the effect that: (1) the Seller is a corporation incorporated under the laws of the State of Nevada, and has all requisite corporate capacity and power to carry on business; (2) the execution and delivery of the Agreement and the performance by the Seller, of the transactions contemplated therein, do not result in a breach of and do not conflict with or constitute a default under the articles of incorporation of the Seller, the by-laws of the Seller, or any resolution of the Seller’s directors (or any committee thereof) or shareholders; (3) the Seller has all requisite capacity and power to execute and deliver the Agreement and to perform all its obligations thereunder. All necessary corporate action has been taken by the Seller to authorize the execution and delivery of the Agreement and the performance by the Seller of its obligations thereunder. The Agreement has been duly authorized, executed and delivered by the Seller and constitutes valid and legally binding obligations of the Seller enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and the qualification that the enforceability of rights of indemnity and contribution may be limited by applicable law; (4) such other matters as Buyer may reasonably request in connection with the transaction; and in giving the opinions contemplated above, counsel to the Seller shall be entitled, as to matters of fact, to rely upon certificates of fact from the Seller, signed by the President or other officer of the Seller in position to have knowledge of such facts and their accuracy, certificates of such public officials and other Persons as are necessary or desirable, and certificates of the Transfer Agent as to the number of Common Shares issued and outstanding; (f) Buyer shall have received an opinion or opinions from Seller’s Montana counsel with respect to title to the Lands and Leases located in Montana, in form and content satisfactory to Buyer and its counsel; (g) Buyer shall have received a certificate of the Seller dated as of the Closing Date, signed by the President, Chief Executive Officer or Chief Financial Officer of the Seller, or by such other officers as may be acceptable to Buyer, certifying, to the best of the knowledge, information and beliefs of such officers after due inquiry, on behalf of the Seller and not in their personal capacities, as to certain matters reasonably requested by Buyer with respect to the Seller including certification that: (1) no order prohibiting the transaction has been issued and no proceedings for such purpose are pending or, to the knowledge of the Seller, threatened; and (2) all of the representations and warranties of the Seller contained in this Agreement the Agreement, are true and each certificate delivered correct and all covenants, terms and conditions relating to the Seller contained herein, and required to be performed and complied with by the Seller at on or as or the Closing have been performed and complied with by the Seller; (h) Seller shall have provided Buyer with evidence satisfactory to Buyer in its sole discretion that Seller has Defensible Title to not less than 75% of the aggregate area of the Lands which constitute the Fiddler Creek Property; (i) Seller shall have received approval from all regulatory bodies necessary for the Unit Agreement to become effective and the Unit Agreement shall be in full force and effect unamended as of Closing; (j) Seller shall have obtained all necessary Authorizations to permit it to drill the Unit Well and Seller shall, prior to October 31, 2007, have spudded and commenced the drilling of and thereafter diligently pursued the drilling of the Unit Well required to fulfill the initial well commitment under the Unit Agreement and shall have completed all such actions as are necessary to maintain the Leases in full force and effect and good standing; (k) each of the American/Savannah Agreements referenced in Section 7.2(dd) among MAB, Savannah and AOGI shall have been terminated with respect to the Fiddler Creek Area, and be of no further force and effect and any and all claims by Savannah and MAB thereunder or otherwise with respect to the Assets shall have been waived and Buyer shall have entered into an agreement with Savannah to be effective as of and subject to Closing pursuant to this Agreement shall be true and correct in all material respects when made, and shall also be true and correct in all material respects at which Buyer has granted an overriding royalty interest to Savannah as to any future leases covering lands within the time Fiddler Creek Area; and (l) as of the Closing with Closing, all covenants, agreements and obligations of the same force and effect as though such representations and warranties were made at that time except that representations and warranties made as of a specific, indicated date shall be true and correct in all material respects as of such specified date. (b) Each covenant, agreement and obligation Seller required by the terms of this Agreement to be performed or complied with and performed by the Seller at on or prior to before the Closing shall have been so performed or complied with and performed, in all material respects. (c) The conditions required to be complied with by the Seller shall have delivered to and for the benefit of Buyer a certificate of the Seller executed on the Closing Date certifying that the conditions set forth in subsections (a) and (b) of this Section 3.5 have been fulfilledcomplied with. (d) All consents from Persons to any Contract listed on Schedule 3.5(d) that may be required in connection with this Agreement or to assure that such contracts continue in full force and effect after the consummation of the transactions contemplated hereby without giving any contracting Person the right to terminate or modify any such Contract shall have been obtained either by duly authorized assignment or novation thereof.

Buyer’s Conditions Precedent. The obligations of Buyer under Buyer’s obligation to consummate the transactions in this Agreement to proceed with the Closing are is subject to the fulfillment prior to or waiver, at the option Closing of Buyer, each of the following conditions at or prior conditions: a. The Company shall have delivered to the Closing:Buyer possession of the Assets through delivery of the bxxx of sale and assignment (“Bxxx of Sale and Assignment”) in the form attached as Exhibit “E”. (a) b. The representations and warranties of the Seller Company contained in this Agreement and each certificate delivered by the Seller at the Closing pursuant to this Agreement shall be true at and correct in all material respects when made, and shall also be true and correct in all material respects at as of the time of the Closing with the same force and effect as though such representations and warranties were made at that time except that representations and warranties made as of a specific, indicated date shall be true and correct in all material respects as of such specified datetime. (b) Each covenant, agreement c. The Company shall have performed and obligation complied with all agreements and conditions required by the terms of this Agreement to be performed or complied with by it prior to or at the Closing. d. The Buyer shall have executed a contract with each of NeoSCI, Starin Marketing, Review Video Services, Inc., Newcomm Distributing, VSO Marketing, and performed T2 Supply, LLC, each of which shall be substantially in the form of distributor agreement attached hereto as Exhibit “F,” with the Buyer having the rights and obligations of the Company under such form of distributor agreement. e. There having been no material adverse change in the physical condition of the Assets to be acquired by the Seller at Buyer since the Effective Date. f. The Company shall have provided the Buyer with results of UCC lien searches from all applicable filing offices in the State of Utah showing that no liens or prior to other encumbrances affect the Closing Assets, other than Permitted Encumbrances. g. No action, suit or proceeding before any court or any governmental or regulatory authority shall have been complied with commenced or threatened, and performed, in all material respects. (c) The Seller no investigation by any governmental or regulatory authority shall have delivered been commenced or threatened against the Company seeking to and for the benefit of Buyer a certificate of the Seller executed on the Closing Date certifying that the conditions set forth in subsections (a) and (b) of this Section 3.5 have been fulfilled. (d) All consents from Persons to any Contract listed on Schedule 3.5(d) that may be required in connection with this Agreement restrain, prevent or to assure that such contracts continue in full force and effect after the consummation of change the transactions contemplated hereby without giving or questioning the validity or legality of any contracting Person of such transactions or seeking damages in connection with any of such transactions. h. None of the right to terminate or modify any such Contract Assets shall have been obtained either materially damaged by duly authorized assignment or novation thereofany casualty.

Buyer’s Conditions Precedent. The Buyer's obligations of Buyer under this Agreement to proceed with the Closing are subject to the fulfillment satisfaction at or waiver, at before the option Closing Date of Buyer, each of the following conditions at or prior to (the Closing:fulfillment of any of which may be waived in writing by Buyer): (a) The representations All terms, covenants and warranties conditions of the Seller contained in this Agreement and each certificate delivered by the Seller at the Closing pursuant to this Agreement shall be true and correct in all material respects when made, and shall also be true and correct in all material respects at the time of the Closing with the same force and effect as though such representations and warranties were made at that time except that representations and warranties made as of a specific, indicated date shall be true and correct in all material respects as of such specified date. (b) Each covenant, agreement and obligation required by the terms of this Agreement Related Agreements to be complied with and or performed by the Seller at or JPE prior to or on the Closing Date shall have been complied with and performedperformed by JPE, including JPE's timely taking of all actions and delivery of all documents required to be taken and delivered by them under this Agreement and the Related Agreements. (b) All representations, warranties, disclosures and statements of JPE contained in this Agreement, the Related Agreements and the Other Documents shall be true and complete as of the date of this Agreement and the Closing Date. Any amendments to the Exhibits and Schedules to this Agreement and the Related Agreements which JPE proposes to deliver after the date of this Agreement shall be satisfactory to Buyer, in all material respectsits sole discretion. (c) The Seller JPE shall have delivered furnished to and for the benefit Buyer an opinion of Buyer a certificate Xxxxxx Xxxxxxx PLLC, dated as of the Seller executed on the Closing Date certifying that the conditions set forth Date, in subsections (a) and (b) form of Exhibit D to this Section 3.5 have been fulfilledAgreement. (d) All Since the date of this Agreement, there shall not have been any material adverse change in the financial condition or business of any JPE Company, or in the condition of the Assets of any JPE Company, or any event which may, in the future, cause such a change. (e) JPE shall have delivered to Buyer the commitment or commitments for title insurance and the boundary surveys required pursuant to Section 9 above, showing title to the Properties to be in the condition required under this Agreement for the performance of this Agreement and the Title Company shall have extended the effective date of such commitment or commitments to the Closing Date and shall be irrevocably committed to issue its title insurance policy or policies pursuant to such commitment or commitments without any exception for "defects, liens, encumbrances, adverse claims or any other matters, if any, created, first appearing in the public records or attaching subsequent to the effective date but prior to the date the proposed insured acquires for value of record the estate or interest covered by the title commitment" or similar "gap" exception. (f) JPE and Buyer shall have received in writing (1) all approvals and consents from Persons necessary to authorize, approve and consummate this Agreement, the Related Agreements and the Transaction as provided in Section 9.2, (2) the Confirmation Orders and approval of the Bankruptcy Courts in accordance with the current terms of the Plan of Reorganizations applicable to Plastic Trim and Starboard (and any Contract listed changes thereto shall be acceptable to Buyer in its sole discretion) and (3) any third party consents necessary to maintain the Material Contracts set forth on Schedule 3.5(d) that may be required in connection with this Agreement or to assure that such contracts continue in full force and effect 8.6 after the consummation of the transactions contemplated hereby without giving this Transaction. (g) No employment or consulting (or similar) agreement and no stock option nor similar agreement shall exist between any contracting Person the right to terminate JPE Company and either Xxxxxxx Chrysler or modify any such Contract Xxxxxxx Xxxxxxxx; and JPE shall have been entered into a binding Employment Release with each of Xxxxxxx Xxxxxxxx and Xxxxxxx Chrysler. (h) Buyer, JPE and the Bank Group shall have entered into a Bank Agreement providing for the full satisfaction, discharge, release and pay-off of the Debt. (i) Buyer shall have arranged for JPE to have obtained either financing following the Closing in an amount no less than $51.6 million; provided, however, that such financing may be subject to the satisfaction of the conditions precedent in this Section 11.1 and 11.3 below and those conditions precedent required by the lenders to such financing. (j) JPE shall have at least $35 million in Working Capital on the Closing Date. (k) JPE shall have duly adopted the Resolutions and such Resolutions shall be fully authorized assignment or novation thereofand in effect as of the Closing Date. (l) Buyer shall be satisfied, in its sole discretion, with the results of Buyer's Due Diligence Investigation. (m) JPE shall have delivered to ASC a copy of the Minutes of its Board of Directors Meeting in which it received the Fairness Opinion.

Buyer’s Conditions Precedent. The obligations obligation of the Buyer under to consummate the transactions contemplated by this Agreement with respect to proceed with the Closing are any Seller is subject to the fulfillment satisfaction by the Sellers or waiver, at waiver in writing by the option Buyer (subject to applicable Laws) on or prior to the Closing Date of Buyer, each of the following conditions at or prior to the Closingprecedent: 6.1 No preliminary or permanent injunction or other Order will have been issued (aand remain in force) The by any Governmental Authority having appropriate jurisdiction preventing consummation of the transactions contemplated by this Agreement; PURCHASE AND SALE AGREEMENT 33 6.2 No Proceeding will have been commenced against any Seller, the Buyer or any of their respective Affiliates, associates, officers or directors by any Third Party seeking to enjoin, prevent, or challenge the transactions contemplated by this Agreement or seeking material damages arising from the transactions contemplated by this Agreement; 6.3 All representations and warranties of the such Seller contained in this Agreement and each certificate delivered herein (a) that are qualified by the Seller at the Closing pursuant to this Agreement term “material”, or contain terms such as “material adverse change,” “Material Adverse Effect” or other terms, or Dollar amounts of similar import or effect (whether or not capitalized), shall be true and correct in all material respects when made, and shall also be true and correct in all material respects at the time as of the Closing with the same force and effect Date as though such representations and warranties were made at such time (except to the extent that time except that representations and warranties made a representation specifically relates to an earlier date, in which case as of a specificsuch earlier date), indicated date and (b) that are not so qualified shall be true and correct in all material respects as of the Closing Date as though such specified representations and warranties were made at such time (except to the extent that a representation specifically relates to an earlier date., in which case as of such earlier date); (b) Each covenant, agreement and obligation required by the terms of this Agreement to be complied with and 6.4 Such Seller will have performed by the Seller at or satisfied in all material respects on or prior to the Closing Date all obligations, covenants and agreements contained in this Agreement to be performed or complied with by such Seller on or prior to the Closing Date; 6.5 Each Seller shall have been complied with received all consents, authorizations, waivers, and performed, in all material respects.approvals required to be obtained prior to the Closing Date from any court or other Governmental Authority under any applicable Law concerning the transactions contemplated herein (except for Customary Post-Closing Consents); and (c) The 6.6 Each Seller shall have delivered to Buyer releases of all Liens (if any) encumbering the Properties, excluding Permitted Encumbrances and Liens for which an adjustment to the benefit of Buyer a certificate of the Seller executed on the Closing Date certifying that the conditions set forth in subsections (a) and (b) of this Purchase Price is made under Section 3.5 have been fulfilled2.1. (d) All consents from Persons to any Contract listed on Schedule 3.5(d) that may be required in connection with this Agreement or to assure that such contracts continue in full force and effect after the consummation of the transactions contemplated hereby without giving any contracting Person the right to terminate or modify any such Contract shall have been obtained either by duly authorized assignment or novation thereof.

Buyer’s Conditions Precedent. The obligations of Buyer the Buyers ---------------------------- under this Agreement to proceed with the Closing are subject to the fulfillment or waivertransactions contemplated hereby are, at the option of the Buyer, subject to the fulfillment of the following conditions at or prior to the Closing: (a) The no action, suit or proceeding shall have been instituted against any of Sellers or against any of Buyers by, in or before any court, tribunal or governmental body or agency, and be unresolved, to restrain, prevent, enjoin or prohibit, or to obtain substantial damages by reason of, any of the transactions contemplated hereby and no order shall have been issued, to restrain, prevent, enjoin or prohibit, or to obtain substantial damages by reason of, any of the transactions contemplated hereby; (b) the representations and warranties of any of the Seller Sellers contained in this Agreement Agreement, any Schedules and each certificate Exhibits hereto and/or any certificates or documents delivered by the Seller at the Closing pursuant to in connection with this Agreement shall be true and correct in all material respects when made, and and, except for changes expressly permitted by this Agreement, shall also be true and correct in all material respects at the time on and as of the Closing with the same force Date as if made on and effect as of that date and as though the Closing Date were substituted for the date of this Agreement, except (i) to the extent that any such representations and warranties were made at that time except that only as of a date specified therein, and as to such representations and warranties made as of a specific, indicated date the same shall be continue on the Closing Date to have been true and correct in all material respects as of such the specified date., and (ii) where the breach of any of such representations or warranties does not have, and could not reasonably be expected to have, either individually or in the aggregate for all representations and warranties, a material adverse effect on the financial condition, business or operating results of the Stations taken as a whole or any Seller's ability to consummate the transactions contemplated hereby (a "Material Adverse Effect") (except that for purposes of application of this clause (ii) all materiality and material adverse effect qualifications within all representations and warranties shall be deemed omitted); (bc) Each each covenant, agreement and obligation required by the terms of this Agreement to be complied with and performed by any of the Seller Sellers, at or prior to the Closing shall have been duly and properly complied with and performedperformed except where the noncompliance or nonperformance does not have, and could not reasonably be expected to have, individually or in the aggregate for all material respects. covenants, agreements and obligations, a Material Adverse Effect (except that for purposes of application of this subsection (c) The Seller all materiality and material adverse effect qualifications within all covenants, agreements and obligations shall be deemed omitted); (d) the Final Order shall have been granted by the Commission and License Co. shall be entitled to be the holder of the Commission Authorizations; (e) all consents necessary to the assignment to Buyer of those Contracts listed in Schedule 4.5(e) of the Disclosure Schedule, shall have been --------------- obtained and there shall have been delivered to Buyer executed counterparts reasonably satisfactory in form and substance to Buyer of such consents (the "Consents"); (f) Buyer shall have received an opinion of Sellers' counsel Xxxxxx & Xxxxxxx, dated the Closing Date, addressed to Buyers and permitting reliance thereon by Buyers' lenders, and favorably opining as to the matters included in Exhibit 4.5(f) hereto, in form and substance reasonably satisfactory -------------- to Buyer; and (g) there shall be delivered to and for the benefit of Buyer Buyers and Buyers' lenders a certificate of the Seller (i) Sellers executed on the Closing Date certifying that the conditions set forth in subsections (ab) and through (be) of this Section 3.5 4.5 have been fulfilled. (d) All consents from Persons to any Contract listed on Schedule 3.5(d) that may be required in connection with this Agreement or to assure that such contracts continue in full force and effect after the consummation of the transactions contemplated hereby without giving any contracting Person the right to terminate or modify any such Contract shall have been obtained either by duly authorized assignment or novation thereof.