Closing by Entercom and/or any of its Affiliates prior to the grants of the Assignment Sample Clauses

Closing by Entercom and/or any of its Affiliates prior to the grants of the Assignment. Applications becoming Final Orders, if the failure of the grants of the Assignment Applications to become Final Orders is attributable to any issue raised regarding CBS or any of its Affiliates. For purposes of Section 9.4.2(b), CBS acknowledges that if it wrongfully fails to close the transactions contemplated hereby, Entercom may not be able to acquire the Stations as replacement property for the Assets (as defined in the Tampa Agreement) in a transaction qualifying under Section 1031 of the Code, and that CBS shall indemnify and hold harmless Entercom for damages sustained by Entercom if Entercom is unable to acquire replacement property other than the Stations so as to obtain tax-deferred treatment under Section 1031 of the Code for the disposition of the Assets (as defined in the Tampa Agreement).
Sample 1
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Related to Closing by Entercom and/or any of its Affiliates prior to the grants of the Assignment

  • Securities Held by the Company or Its Affiliates Whenever the consent or approval of Holders of a specified percentage of Securities is required hereunder, Securities held by the Company or its affiliates (as such term is defined in Rule 405 under the Securities Act) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

  • NOTES HELD BY THE COMPANY OR ITS AFFILIATES Without limiting the generality of Section 2.18, in determining whether the Holders of the required aggregate principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company or any of its Affiliates will be deemed not to be outstanding; provided, however, that, for purposes of determining whether the Trustee is protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned will be so disregarded.

  • Concerning the Collateral and the Related Financing Agreements Each Lender authorizes and directs Agent to enter into this Agreement and the other Financing Agreements. Each Lender agrees that any action taken by Agent or Required Lenders in accordance with the terms of this Agreement or the other Financing Agreements and the exercise by Agent or Required Lenders of their respective powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders.

  • Organization and Ownership of Shares of Subsidiaries; Affiliates (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) of the Company’s Affiliates, other than Subsidiaries, and (iii) of the Company’s directors and senior officers.

  • Representations and Warranties of the Company and the Guarantor The Company and the Guarantor jointly and severally represent and warrant to each Underwriter that:

  • ACTION PRIOR TO THE CLOSING DATE The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:

  • Representations and Warranties of the Company and the Guarantors The Company and the Guarantors jointly and severally represent and warrant to each Initial Purchaser that:

  • Representations and Warranties of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, represent and warrant to, and covenant with, each Underwriter as follows:

  • Agreements and Covenants of the Company The Company hereby agrees and covenants to:

  • Representations and Warranties of the Company Covenants of the Company (A) Representations of the Company. With respect to the Placement Agent Securities, each of the representations and warranties (together with any related disclosure schedules thereto) and covenants made by the Company to the Purchasers in the Purchase Agreement in connection with the Placement, is hereby incorporated herein by reference into this Agreement (as though fully restated herein) and is, as of the date of this Agreement and as of the Closing Date, hereby made to, and in favor of, the Placement Agent. In addition to the foregoing, the Company represents and warrants that there are no affiliations with any FINRA member firm among the Company’s officers, directors or, to the knowledge of the Company, any five percent (5.0%) or greater stockholder of the Company, except as set forth in the Purchase Agreement and SEC Reports.

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