Conditions of Buyer. The obligation of Buyer to purchase and pay for the Shares is subject to the satisfaction (or waiver by Buyer) on or prior to the Closing Date of the following conditions:
(a) The representations and warranties of Seller in this Agreement shall be true and correct in all material respects as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, on and as of such earlier date);
(b) The Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Seller by the Closing Date;
(c) The results of the searches, surveys, tests and inspections of the Vessel referred to in Section 7.01(h) of this Agreement are reasonably satisfactory to Buyer;
(d) The Buyer shall have obtained the funds necessary to consummate the purchase of the Shares, and to pay all related fees and expenses; and
(e) All proceedings to be taken in connection with the transaction contemplated by this Agreement and all documents incidental thereto shall be reasonably satisfactory in form and substance to Buyer and its counsel, and Buyer shall have received copies of all such documents and other evidence as it or its counsel may reasonably request in order to establish the consummation of such transaction and the taking of all proceedings in connection therewith.
Conditions of Buyer. The obligations of Buyer and NBP: -------------------
(a) The consents approvals and other actions of any Governmental Authority listed in Schedules 3.1(c), 3.4(b), 3.6(a), 3.7 and 3A.1(c) shall have been obtained, in form and substance reasonably satisfactory to Buyer and its counsel.
(b) No action or proceeding shall have been instituted or threatened by any governmental authority which seeks to restrain or prohibit the Purchase and Exchange, or which seeks to subject Buyer to any liability, penalty or restriction in connection with this Agreement or the Purchase and Exchange; and no injunction or order prohibiting the Purchase and Exchange shall be in effect.
(c) Not later than three days prior to the Closing, Sellers shall have delivered to Buyer, each in form satisfactory to Buyer, (i) a certificate signed by the Chief Financial Officer of Aurora Communications, setting forth, in reasonable detail, the Reduction Liabilities, as of the Closing Date, and the individual and aggregate amounts thereof and (ii) letters from the Companies' lenders (A) setting forth the Reduction Liabilities owed or payable to such lenders in reasonable detail (including as to principal, interest, prepayment fees and all other amounts then owing or that would be payable upon the payment of all principal on the Closing Date) and (B) identifying all Encumbrances held by such lenders and all related UCC and other lien filings then on file. All such Reduction Liabilities shall be prepayable in accordance with their terms upon or in connection with the Closing.
(d) All intercompany accounts between any of the Companies and any of the Sellers shall have been paid in full.
(e) None of the FCC Licenses shall have been revoked or suspended; and there shall not have been any adverse change in the terms and conditions of any FCC License with respect to any Radio Station, except to the extent that any such revocation, suspension or change has not resulted in and would not result in an Aurora Material Adverse Effect; and no proceeding for any such revocation, suspension or change shall be in effect or shall have been threatened.
(f) All proceedings taken in accordance with the Purchase and Exchange and all documents incident to such proceedings shall be reasonably satisfactory to counsel to Buyer.
(g) Sellers shall have provided to Buyer a report of the appropriate filing officers in the jurisdictions in which the Radio Stations or other assets of the Companies are located indicating the ...
Conditions of Buyer. The obligation of Buyer to take the actions required to consummate the Purchase and the other transactions contemplated by this Agreement to be consummated at the Closing is subject to the satisfaction or (to the extent permitted by applicable Law) waiver by Buyer of the following additional conditions:
Conditions of Buyer. The obligation of Buyer to complete the transactions contemplated by this Agreement is subject to the following conditions for the exclusive benefit of Buyer, to be fulfilled or performed at or prior to the Signing Date and, where specified, the Closing Date:
Conditions of Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
Conditions of Buyer. The obligation of Buyer to consummate the ------------------- transactions contemplated by this Agreement is subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any or all of which may be waived in whole or in part by Buyer to the extent permitted by applicable law:
(a) The Company shall have performed and complied with, in all material respects, all of its obligations hereunder required to be performed by it at or prior to the Closing;
(b) Each of the representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct, in all material respects at and as of the Closing Date as if made at and as of such time (except to the extent it relates to a particular date);
(c) Buyer shall have received a certificate from the Company, signed by an executive officer of the Company, to the effect set forth in clauses (a) and (b) of this Section 4.03;
(d) The Company shall have executed and delivered the Shareholders' Agreement;
(e) The Company shall have executed and delivered the Preferred Provider Agreement; and
(f) The Company shall have delivered copies of the following documents: (i) (A) The Charter, certified as of a recent date by the Secretary of State of the State of Minnesota and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company; and (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Date and certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement and the Other Transaction Documents, the issuance, sale and delivery of the Preferred Shares and the reservation, issuance and delivery of the Conversion Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement and the Other Transaction Documents; and (C) that the Charter has not been amended since the date of the last amendment referred to in the certificate delive...
Conditions of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of the following conditions, any of which may be waived in writing, in whole or in part, by Buyer:
(a) The representations and warranties of Shareholders set forth in this Agreement shall be true, correct and complete in all material respects as of the Closing Date as though such representations and warranties were made anew at and as of such date (or if an earlier date is specified in such representation and warranty, as of such earlier date), and Shareholders shall have duly performed in all material respects all agreements and covenants herein required to be performed by him on or before the Closing Date.
(b) The Company shall not have suffered or incurred Material Adverse Change since the date hereof.
(c) Shareholders shall have furnished Buyer with certificates, executed by Shareholders and dated the Closing Date, confirming the matters expressed in Section 7.1(a) and (b).
(d) Shareholders shall have furnished to Buyer (i) certificates of the Secretary of State of the State of New York, dated as of a date not more than ten days prior to the Closing Date, attesting to the organization, qualifications to do business and good standing of the Company and (ii) a certificate of the Secretary of the Company, certifying to the Certificate of Incorporation and By-laws of the Company.
(e) All approvals and consents of third parties required by Shareholders to consummate the transactions contemplated hereby shall have been obtained on terms and conditions reasonably satisfactory to Buyer. Shareholders shall have furnished to Buyer, in form and substance reasonably satisfactory to Buyer, (i) executed consents to the sale of the Shares to Buyer from the applicable governmental authority, customer or other person under any Contract or Permit that purported to restrict, directly or indirectly, any sale or transfer of the Shares and (ii) executed waivers from the applicable governmental authority, customer or other person of any right to terminate or to restrict the rights or powers of the Company or any Subsidiary under any Permit upon any such sale or transfer.
(f) Shareholders and such other individuals currently performing services for the Company designated by Buyer shall have into Consulting Agreements with the Company in such form as Buyer shall deem appropriate or otherwise shall have satisfied Buyer as to the...
Conditions of Buyer. The obligation of the Buyer to consummate the purchase of the Assets is subject to the fulfillment on or prior to the Closing Date of each of the following conditions, which may be waived in whole or in part by the Buyer to the extent permitted by applicable law, but to the extent not so waived shall be deemed to constitute a good faith refusal by Buyer to close:
Conditions of Buyer. The obligation of Buyer to enter into and complete the Closing is subject to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by Buyer:
Conditions of Buyer. 7 3.5 Conditions of Seller and Company .................................. 9
