Common use of Condition to Obligations of Buyer Clause in Contracts

Condition to Obligations of Buyer. The obligation of Buyer to consummate the purchase of the Assets at the Closing shall be subject to the performance, in all material respects, on or prior to the Closing Date, of all of the covenants and agreements as set forth elsewhere in this Agreement to be performed by Seller, and upon the following additional conditions: (a) The representations and warranties of Seller shall be true in all material respects as of the Closing Date; and (b) There shall not have occurred any material adverse change in the condition of the Assets; and (c) The consents required from all governmental agencies (including, without limitation, unless waived, the Final Order of the FCC) to Buyer's acquisition of the Assets shall have been granted, without any condition materially adverse to Buyer, and such consents shall be valid and outstanding on the Closing Date; and (d) No action or proceeding shall be pending, challenging the validity of this Agreement or seeking to delay the consummation of any of the transactions for which this Agreement provides, which in the reasonable opinion of Buyer is material to the transactions contemplated by this Agreement; and (e) All equipment to be transferred hereunder (i) is in reasonably good working order; (ii) is in material compliance with all applicable FCC Rules and Regulations; and (iii) has passed the engineering review set forth in Section 6.3(c); and (f) Seller shall have in all material respects performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by it prior to and on the Closing Date; and (g) All of the requirements of Section 10.2 shall have been met. Buyer shall have the right to waive any or all of the foregoing conditions of Closing at its sole option and risk.

Condition to Obligations of Buyer. The obligation of Buyer to consummate the purchase of the Assets at the Closing shall be subject to the performance, in all material respects, on or prior to the Closing Date, of all of the covenants and agreements as set forth elsewhere in this Agreement to be performed by Seller, and upon the following additional conditions: (a) The representations and warranties of Seller shall be true in all material respects as of the Closing Date; and; (b) There shall not have occurred any material adverse change in the condition of the Assets; and; (c) The consents required from all governmental agencies (including, without limitation, unless waived, the Final Order of the FCC) to Buyer's acquisition of the Assets shall have been granted, without any condition materially adverse to Buyer, and such consents shall be valid and outstanding on the Closing Date; and; (d) No action or proceeding shall be pendingpending or threatened, challenging the validity of this Agreement or seeking to delay the consummation of any of the transactions for which this Agreement provides, which in the reasonable opinion of Buyer is material to the transactions contemplated by this Agreement; and; (e) All equipment Seller shall have obtained and delivered to be transferred hereunder (i) is in reasonably good working order; (ii) is in Buyer the written consents of all requisite parties to assign and transfer to Buyer those Contracts material compliance with all applicable FCC Rules and Regulations; and (iii) has passed to the engineering review set forth in Section 6.3(c); andoperation of the Stations without conditions materially adverse to Buyer; (f) Seller shall have in all material respects performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by it prior to and on the Closing Date; and; (g) All of the requirements of Section 10.2 shall have been met; and (h) Seller shall deliver, in form and substance satisfactory to Buyer, an acknowledgment that Seller has retained no right or reversion of the Licenses, has no right to the reassignment of the Licenses in the future and has not reserved the right to use the facilities of the Stations in the future for any reason whatsoever. (i) Seller shall agree to the allocation of the Purchase Price among the Assets pursuant to Section 12 of this Agreement, which agreement Seller shall not unreasonably withhold. Buyer shall have the right to waive any or all of the foregoing conditions of Closing at its sole option and risk.

Condition to Obligations of Buyer. The obligation of Buyer to --------------------------------- consummate the purchase of the Assets at ate the Closing shall be subject to the performance, in all material respects, on or prior to the Closing Date, of all of the covenants and agreements as set forth elsewhere in this Agreement agreement to be performed by Seller, and upon the following additional addional conditions: (a) The representations and warranties of Seller shall be true in all material respects as of the Closing Date; and (b) There shall not have occurred any material adverse change in the condition of the Assets, ordinary wear and tear excepted; and (c) The consents required from all governmental agencies the FCC (including, without limitation, unless waived, the Final Order of the FCC) to Buyer's Buyers acquisition of the Assets Assets, shall have been granted, without any condition materially adverse to Buyer, and such consents shall be valid and outstanding on the Closing Date; and (d) No action or proceeding shall be pendingpending or threatened, challenging the validity of this Agreement or seeking to delay the consummation of any of the transactions for which this Agreement provides, which in the reasonable opinion of Buyer is material to the transactions contemplated by this Agreement; and (e) All equipment Seller shall have obtained and delivered to be transferred hereunder (i) is in reasonably good working order; (ii) is in Buyer the written consents of all requisite parties to assign and transfer to Buyer those Contracts material compliance with all applicable FCC Rules and Regulations; and (iii) has passed to the engineering review set forth in Section 6.3(c)operation of the Stations without conditions materially adverse to Buyer; and (f) Seller shall have in all material respects performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by it prior to and on the Closing Date; and (g) All of the requirements of Section 10.2 shall have been met; and (h) Seller shall have received a letter of non-applicability or negative declaration or remediation agreement or other documents permitting the transfer from the New Jersey Department of Environmental Protection pursuant to the Industrial Site Recovery Act, if applicable. Buyer shall have the right to waive any or all of the foregoing conditions of Closing at its sole option and risk.

Condition to Obligations of Buyer. The obligation obligations of Buyer to consummate the purchase of the Assets at the Closing shall be transactions contemplated by this Agreement are further subject to the performancesatisfaction, in all material respects, on or prior to as of the Closing DateClosing, of all each of the covenants and agreements as set forth elsewhere following conditions, any of which may be waived in this Agreement to be performed writing by Seller, and upon the following additional conditionsBuyer in its sole discretion: (a) The (i) Each of the Fundamental Representations and the representations and warranties of Seller in Section 4.16(c) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as if made as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), (ii) each of the representations and warranties in Sections 4.4, 4.12 and 4.17 shall be true and correct (without giving effect to any limitation or qualification as to “materiality”, “Material Adverse Effect” or similar phrases) in all material respects as of the date of this Agreement and as of the Closing Date; andDate as if made as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), and (iii) each of the representations and warranties of Seller set forth in this Agreement shall be true and correct (without giving effect to any limitation or qualification as to “materiality”, “Material Adverse Effect” or similar phrases, except as provided in Section 4.16) as of the date of this Agreement and as of the Closing Date as if made as of the Closing Date (except to the extent such representations and warranties expressly related to any earlier date, in which case as of such earlier date), except where the failure or failures to be so true and correct, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (b) There Seller shall have performed, in all material respects, all of its obligations under this Agreement that are required to be performed by it at or prior to the Closing; (c) Since the date of this Agreement, there shall not have occurred any material adverse change event, change, circumstance, occurrence, effect or state of facts that, individually or in the condition of the Assets; and (c) The consents required from all governmental agencies (includingaggregate, without limitation, unless waived, the Final Order of the FCC) has had or would reasonably be expected to Buyer's acquisition of the Assets shall have been granted, without any condition materially adverse to Buyer, and such consents shall be valid and outstanding on the Closing Date; anda Material Adverse Effect; (d) No action or proceeding Seller shall have effectuated the Restructuring consistently in all respects (other than with any such changes that are not material and to which Buyer provides its prior written consent, such consent not to be pending, challenging the validity of this Agreement or seeking unreasonably withheld) with Exhibit 1.l(a) and provided evidence reasonably satisfactory to delay the consummation of any Buyer of the transactions for which this Agreement provides, which in the reasonable opinion of Buyer is material to the transactions contemplated by this Agreement; andsame; (e) All equipment to be transferred hereunder (i) is in reasonably good working order; (ii) is in material compliance with all applicable FCC Rules and Regulations; and (iii) has passed Buyer shall have received the engineering review set forth deliveries specified in Section 6.3(c)3.2; and (f) Seller and the Escrow Agent shall have in all material respects performed executed and complied with all covenants, agreements and conditions required by this Agreement delivered to be performed or complied with by it prior to and on the Closing Date; and (g) All Buyer a copy of the requirements of Section 10.2 Escrow Agreement and the Escrow Agreement (subject to the execution and delivery thereof by Buyer) shall have been met. Buyer shall have the right to waive any or all of the foregoing conditions of Closing at its sole option be in full force and riskeffect.