Common use of By Xxxxxxxx Clause in Contracts

By Xxxxxxxx. By Xxxxxxxx, by written notice (a "Xxxxxxxx Termination Notice") to Xxxxxxxx: (a) at any time when any material breach by any Acquiring Party of its obligations pursuant to this Agreement has occurred and is continuing, if both (i) such breach materially and adversely affects the likelihood that any of the conditions set forth in Article IX or X which has not been satisfied or waived will be satisfied or materially and adversely affects any Party's ability to comply with its obligations pursuant to this Agreement, and (ii) at least thirty days have elapsed since Xxxxxxxx gave Xxxxxxxx written notice requesting that such Person cure such breach, unless prior to the giving of the Xxxxxxxx gave each such breaching Acquiring Party has cured such breach; (b) at any time after the Expiration Date, if (i) as of the Expiration Date, each of Xxxxxxxx'x and the Merger Sub's conditions to closing set forth in Articles IX and X was satisfied or waived in writing, (ii) the absence of satisfaction of each of Xxxxxxxx'x and the Merger Sub's conditions to closing set forth in Articles IX and X which was not waived in writing or satisfied as of the Expiration Date was caused by a breach by one or more of the Acquiring Parties of any of its or their representations, warranties and/or obligations under this Agreement and/or the failure of any Acquiring Party Consent to have been obtained, (iii) the Approval Date had not occurred on or prior to the Expiration Date as a result of any breach by one or more of the Acquiring Parties of any provision of this Agreement, or (iv) one or more of the Acquiring Parties and the Affiliates thereof refused, failed or declined to take any action (other than divesting itself of an broadcast television or radio station of which it or one of its Subsidiaries is the licensee or terminating any time brokerage or similar arrangement) which the FCC, the FTC, the DOJ or the staff of any of them indicates to any Acquiring Party or agent thereof is a condition to the grant of the Required FCC Consent or the expiration or termination of the requisite waiting period under the Xxxx-Xxxxx-Xxxxxx Act for the Merger; or (c) at any time after the Expiration Date, in any circumstance which is not described in Section 12.A(1)(b), unless the absence of satisfaction of each of Xxxxxxxx'x and the Merger Sub's closing conditions set forth in Articles IX and X which has not been satisfied or waived in writing has been caused by a breach by Xxxxxxxx of its obligations under this Agreement.

By Xxxxxxxx. By Xxxxxxxx, by written notice (a "Xxxxxxxx ----------- -------- Termination Notice") to Xxxxxxxx:: ------------------ (a) at any time when any material breach by any Acquiring Party of its obligations pursuant to this Agreement has occurred and is continuing, if both (i) such breach materially and adversely affects the likelihood that any of the conditions set forth in Article IX or X which has not been satisfied or waived will be satisfied or materially and adversely affects any Party's ability to comply with its obligations pursuant to this Agreement, and (ii) at least thirty days have elapsed since Xxxxxxxx gave Xxxxxxxx written notice requesting that such Person cure such breach, unless prior to the giving of the Xxxxxxxx gave each such breaching Acquiring Party has cured such breach; (b) at any time after the Expiration Date, if (i) as of the Expiration Date, each of Xxxxxxxx'x and the Merger Sub's conditions to closing set forth in Articles IX and X was satisfied or waived in writing, (ii) the absence of satisfaction of each of Xxxxxxxx'x and the Merger Sub's conditions to closing set forth in Articles IX and X which was not waived in writing or satisfied as of the Expiration Date was caused by a breach by one or more of the Acquiring Parties of any of its or their representations, warranties and/or obligations under this Agreement and/or the failure of any Acquiring Party Consent to have been obtained, , (iii) the Approval Date had not occurred on or prior to the Expiration Date as a result of any breach by one or more of the Acquiring Parties of any provision of this Agreement, or (iv) one or more of the Acquiring Parties and the Affiliates thereof refused, failed or declined to take any action (other than divesting itself of an broadcast television or radio station of which it or one of its Subsidiaries is the licensee or terminating any time brokerage or similar arrangement) which the FCC, the FTC, the DOJ or the staff of any of them indicates to any Acquiring Party or agent thereof is a condition to the grant of the Required FCC Consent or the expiration or termination of the requisite waiting period under the Xxxx-Xxxxx-Xxxxxx Act for the Merger; or (c) at any time after the Expiration Date, in any circumstance which is not described in Section 12.A(1)(b), unless the absence of satisfaction of each of Xxxxxxxx'x and the Merger Sub's closing conditions set forth in Articles IX and X which has not been satisfied or waived in writing has been caused by a breach by Xxxxxxxx of its obligations under this Agreement.

By Xxxxxxxx. By Xxxxxxxx, by written notice (a "Xxxxxxxx Termination Notice") to Xxxxxxxx: (a) at any time when any material breach by any Acquiring Party of its obligations pursuant to this Agreement has occurred and is continuing, if both (i) such breach materially and adversely affects the likelihood that any of the conditions set forth in any of Article IX or Article X which has not been satisfied or waived will be satisfied or materially and adversely affects any Party's ability to comply with its obligations pursuant to this Agreement, and (ii) at least thirty days have elapsed since Xxxxxxxx gave Xxxxxxxx written notice requesting that such Person Acquiring Party cure such breach, unless prior to the giving of the Xxxxxxxx gave Termination Notice each such breaching Acquiring Party has cured such breach; (b) at any time after the Merger Sub has failed to make the Mandatory Payment when required by Section 3.K(1), if the Merger Sub has not made the Mandatory Payment prior to the giving of such Xxxxxxxx Termination Notice (in which event the termination of this Agreement pursuant to the delivery of such Xxxxxxxx Termination Notice will be effective at 5:00 p.m., Boston, Massachusetts, time, on the second Business Day after such Notice is given, unless the Mandatory Payment is made prior to such time); (c) at any time after the Expiration Date, if (i) as of the Expiration Date, each of Xxxxxxxx'x and the Merger Sub's conditions to closing set forth in Articles IX and X was satisfied or waived in writing, (ii) as of the Expiration Date, (x) each of Xxxxxxxx'x and the Merger Sub's conditions to closing set forth in Articles IX and X (other than any set forth in Sections 9.D and 10.D) was satisfied or waived in writing, (y) the Required FCC Consent has been Granted and each Xxxxxxxx Consent for the Spin-Offs had been obtained, and (z) any Acquiring Party Consent for a Spin-Off was not obtained, (iii) the absence of satisfaction of each of Xxxxxxxx'x and the Merger Sub's conditions to closing set forth in Articles IX and X which was not waived in writing or satisfied as of the Expiration Date was caused by a breach by one or more of the Acquiring Parties of any of its or their representations, warranties and/or obligations under this Agreement and/or the failure of any Acquiring Party Consent to have been obtained, (iiiiv) the Approval Date had not occurred on or prior to the Expiration Date as a result of any breach by one or more of the Acquiring Parties of any provision of this Agreement, or (ivv) one or more of the Acquiring Parties and the Affiliates thereof refused, failed or declined to take any action (other than divesting itself of an a broadcast television or radio station of which it or one of its Subsidiaries is the licensee or terminating any time brokerage or similar arrangement) which the FCC, the FTC, the DOJ or the staff of any of them indicates to any Acquiring Party or agent thereof is a condition to the grant of the Required FCC Consent or the expiration or termination of the requisite waiting period under the Xxxx-Xxxxx-Xxxxx- Xxxxxx Act for the Merger; or (cd) at any time after the Expiration Date, in any circumstance which is not described in Section 12.A(1)(b12.A(1)(c), unless the absence of satisfaction of each of Xxxxxxxx'x and the Merger Sub's closing conditions set forth in Articles IX and X which has not been satisfied or waived in writing has been caused by a breach by Xxxxxxxx of its obligations under this Agreement.

By Xxxxxxxx. By Xxxxxxxx, by written notice (a "Xxxxxxxx -- -------- -------- Termination Notice") to Xxxxxxxx:Glencairn: ----------- ------ (a) at any time when any material breach by any Acquiring Party of its obligations pursuant to this Agreement has occurred and is continuing, if both (i) such breach materially and adversely affects the likelihood that any of the conditions set forth in Article IX or X which has not been satisfied or waived will be satisfied or materially and adversely affects any Party's ability to comply with its obligations pursuant to this Agreement, and (ii) at least thirty days have elapsed since Xxxxxxxx gave Xxxxxxxx Glencairn written notice requesting that such Person cure such breach, unless prior to the giving of the Xxxxxxxx gave each such breaching Acquiring Party has cured such breach; (b) at any time after the Expiration Date, if (i) as of the Expiration Date, each of Xxxxxxxx'x and the Merger Sub's conditions to closing set forth in Articles IX and X was satisfied or waived in writing, (ii) the absence of satisfaction of each of Xxxxxxxx'x and the Merger Sub's conditions to closing set forth in Articles IX and X which was not waived in writing or satisfied as of the Expiration Date was caused by a breach by one or more of the Acquiring Parties of any of its or their representations, warranties and/or obligations under this Agreement and/or the failure of any Acquiring Party Consent to have been obtained, , (iii) the Approval Date had not occurred on or prior to the Expiration Date as a result of any breach by one or more of the Acquiring Parties of any provision of this Agreement, or (iv) one or more of the Acquiring Parties and the Affiliates thereof refused, failed or declined to take any action (other than divesting itself of an broadcast television or radio station of which it or one of its Subsidiaries is the licensee or terminating any time brokerage or similar arrangement) which the FCC, the FTC, the DOJ or the staff of any of them indicates to any Acquiring Party or agent thereof is a condition to the grant of the Required FCC Consent or the expiration or termination of the requisite waiting period under the Xxxx-Xxxxx-Xxxxxx Act for the Merger; or (c) at any time after the Expiration Date, in any circumstance which is not described in Section 12.A(1)(b), unless the absence of satisfaction of each of Xxxxxxxx'x and the Merger Sub's closing conditions set forth in Articles IX and X which has not been satisfied or waived in writing has been caused by a breach by Xxxxxxxx of its obligations under this Agreement.

By Xxxxxxxx. By Xxxxxxxx, by written notice (a "Xxxxxxxx Termination Notice") to Xxxxxxxx: (a) at any time when any material breach by any Acquiring Party Xxxxxxxx of its obligations pursuant to this Agreement has occurred and is continuing, if both (i) such breach materially and adversely affects the likelihood that any of the conditions set forth in Article IX or Article X which has not been satisfied or waived will be satisfied or materially and adversely affects any Party's ability to comply with its obligations pursuant to this Agreement, Agreement and (ii) at least thirty days have elapsed since Xxxxxxxx gave Xxxxxxxx written notice requesting that such Person Xxxxxxxx cure such breach, unless prior to the giving of the such Xxxxxxxx gave each such breaching Acquiring Party Termination Notice Xxxxxxxx has cured such breach; (b) at any time on or prior to the fifth (5th) Business Day after Xxxxxxxx delivers to Xxxxxxxx any amendment and restatement or modification of any attached Schedule pursuant to Section 13.P, if such amendment and restatement or modification reflects any fact or circumstance which (alone or in the aggregate with all other facts and circumstances reflected in the attached Schedules as so amended and restated or modified and not reflected in the attached Schedules as initially attached to this Agreement) represents or has caused a Material Adverse Change; (i) at any time when there has occurred a Material Adverse Change and at least 30 days have elapsed since Xxxxxxxx gave Xxxxxxxx notice of the occurrence of such Material Adverse Change, unless the facts or circumstances causing or constituting such Material Adverse Change have been cured or otherwise no longer exist, or (ii) under the circumstances described in Section 7.L(3) or 7.L(4); (d) at any time during the five (5) Business Days after the amount of the Gross Revenues (as if the Measurement Date were June 30, 1998) is finally determined pursuant to Section 3.J, if such amount is less than $71,630,000; (e) at any time after the Expiration Date, if (i) as of the Expiration Date, each of Xxxxxxxx'x and the Merger Sub's conditions to closing set forth under any circumstances described in Articles IX and X was satisfied or waived in writing, (ii) the absence of satisfaction of each of Xxxxxxxx'x and the Merger Sub's conditions to closing set forth in Articles IX and X which was not waived in writing or satisfied as of the Expiration Date was caused by a breach by one or more of the Acquiring Parties of any of its or their representations, warranties and/or obligations under this Agreement and/or the failure of any Acquiring Party Consent to have been obtained, (iii) the Approval Date had not occurred on or prior to the Expiration Date as a result of any breach by one or more of the Acquiring Parties of any provision of this Agreement, or (iv) one or more of the Acquiring Parties and the Affiliates thereof refused, failed or declined to take any action (other than divesting itself of an broadcast television or radio station of which it or one of its Subsidiaries is the licensee or terminating any time brokerage or similar arrangement) which the FCC, the FTC, the DOJ or the staff of any of them indicates to any Acquiring Party or agent thereof is a condition to the grant of the Required FCC Consent or the expiration or termination of the requisite waiting period under the Xxxx-Xxxxx-Xxxxxx Act for the MergerSection 12.A(1)(c); or (cf) at any time after the Expiration Date, in any circumstance which is case not described in Section 12.A(1)(b12.A(2)(e), unless the absence of satisfaction of each of Xxxxxxxx'x and the Merger Sub's closing conditions set forth in Articles IX and X which has not been satisfied or waived in writing has been caused by a breach by Xxxxxxxx of its obligations under this Agreement.

By Xxxxxxxx. By XxxxxxxxIf, by written notice (a "as of the One Year Anniversary Date, Xxxxxxxx Termination Notice") shall have failed to Xxxxxxxx: (a) at effect Investments equal to the Aggregate Investment Commitment for any time when any material breach by any Acquiring Party of its obligations pursuant to this Agreement has occurred and is continuing, if both reason other than (i) such breach materially and adversely affects the likelihood that failure of any of condition precedent to Xxxxxxxx’x obligations hereunder, (ii) the conditions set forth in Article IX or X which has not been satisfied or waived will be satisfied or materially and adversely affects any Party's ability failure by the Company to comply with its obligations pursuant hereunder, or (iii) delivery of a Change of Control Notice or the occurrence of an event that would require the delivery of a Change of Control Notice, then on the Business Day immediately following, Xxxxxxxx shall pay to this Agreementthe Company an amount equal to Five Percent (5%) of the amount of the Aggregate Investment Commitment not subject to clauses (i), and (ii) at least thirty days have elapsed since Xxxxxxxx gave Xxxxxxxx written notice requesting that such Person cure such breach, unless prior to the giving of the Xxxxxxxx gave each such breaching Acquiring Party has cured such breach; (b) at any time after the Expiration Date, if (i) as of the Expiration Date, each of Xxxxxxxx'x and the Merger Sub's conditions to closing set forth in Articles IX and X was satisfied or waived in writing, (ii) the absence of satisfaction of each of Xxxxxxxx'x and the Merger Sub's conditions to closing set forth in Articles IX and X which was not waived in writing or satisfied as of the Expiration Date was caused by a breach by one or more of the Acquiring Parties of any of its or their representations, warranties and/or obligations under this Agreement and/or the failure of any Acquiring Party Consent to have been obtained, (iii) the Approval Date had not occurred on or prior to the Expiration Date as a result of any breach by one or more of the Acquiring Parties of any provision of this Agreement, or (iv) one or more of the Acquiring Parties and the Affiliates thereof refused, failed or declined to take any action (other than divesting itself of an broadcast television or radio station of which it or one of its Subsidiaries is the licensee or terminating any time brokerage or similar arrangement) which the FCC, the FTC, the DOJ or the staff of any of them indicates to any Acquiring Party or agent thereof is a condition to the grant of the Required FCC Consent or the expiration or termination of the requisite waiting period under the Xxxx-Xxxxx-Xxxxxx Act for the Merger; or (c) at any time after the Expiration Date, in any circumstance which is not described in Section 12.A(1)(b), unless the absence of satisfaction of each of Xxxxxxxx'x and the Merger Sub's closing conditions set forth in Articles IX and X which that has not been satisfied or waived in writing has been caused by a breach by Xxxxxxxx as of such date. If, as of the last day of the Investment Period, Xxxxxxxx shall have failed to effect Investments equal to the Aggregate Investment Commitment for any reason other than as set forth in clauses (i), (ii) or (iii) of the immediately preceding sentence, then on the Business Day immediately following, Xxxxxxxx shall pay to the Company an amount equal to Five Percent (5%) of the amount of the Aggregate Investment Commitment not subject to clauses (i), (ii) or (iii) of the immediately preceding sentence that has not been satisfied by Xxxxxxxx as of such date. All payments pursuant to this Section 15(b) shall be made by wire transfer on the next Business Day of immediately available United States funds in accordance with the wire transfer instructions set forth on Annex E hereto. Notwithstanding Section 16(b), this Section 15(b) shall be the Company’s sole remedy against Xxxxxxxx for any failure to comply with its obligations obligation to effect the Investments required to be made under this Agreement. For purposes of this Section 15(b), the term “One Year Anniversary Date” shall mean (x) if the Investment Period has not been extended pursuant to Section 1(b), the one year anniversary of the Stockholder Consent Date, and (y) if the Investment Period has been extended pursuant to Section 1(b), the date that is X number of Business Days after the one year anniversary of the Stockholder Consent Date, where X is equal to the number of Business Days by which the Investment Period has been extended.