Common use of Condition to Obligations of Seller Clause in Contracts

Condition to Obligations of Seller. The obligation of Seller to consummate the sale 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 Buyer, and upon the following additional conditions: (a) The representations and warranties of Buyer shall be true in all material respects as of the Closing Date; and (b) 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 Seller, and such consents shall be valid and outstanding on the Closing Date; and (c) Buyer 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 (d) All of the requirements of Section 10.3 shall have been met. Seller 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 Seller. The obligation of Seller to consummate the sale 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 BuyerSeller, and upon the following additional conditions: (a) The representations and warranties of Buyer shall be true in all material respects as of the Closing Date; and; (b) 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 Seller, and such consents shall be valid and outstanding on the Closing Date; and; (c) Buyer 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 (d) All of the requirements of Section 10.3 shall have been met. (e) Buyer shall agree to the allocation of the Purchase Price among the Assets pursuant to Section 12 of this Agreement, which agreement Buyer shall not unreasonably withhold. Seller 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 Seller. The obligation of Seller to ---------------------------------- consummate the sale 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 BuyerSeller, and upon the following additional conditions: (a) The representations and warranties of Buyer shall be true in all material respects as of the Closing Date; and (b) 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 Seller, and such consents shall be valid and outstanding on the Closing Date; and (c) Buyer 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 (d) All No action or proceeding shall be pending or threatened, challenging the validity of this Agreement or seeking to delay the consummation of any of the requirements transactions for which this Agreement provides, which in the reasonable opinion of Section 10.3 shall have been met. Seller shall have is material to the right to waive any or all of the foregoing conditions of Closing at its sole option and risk.transactions contemplated by this Agreement; and