Common use of Conditions of Buyer Clause in Contracts

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 (e) None of the FCC Licenses shall have been revoked or suspended; and there shall not have been any adverse change in the terms and conditions of any FCC License with respect to any Radio Station, except to the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 absence of filings of financing statements and other liens of record (other than those reflecting the liens and security interests identified in Schedule 3.8) with their respective offices under the Uniform Commercial Code with respect to any of the Radio Stations or other assets of the Companies and dated not more than five (5) Business Days prior to the Closing Date. (h) Buyer shall have received the written resignation of (i) all officers and members of the Boards of Directors of the Corporate Holders and (ii) all managers, officers, directors or similar representatives of each other Company (in each case effective at or prior to the Closing).

Conditions of Buyer. The Notwithstanding any other provision of this Agreement, the obligations of Buyer and NBP: -------------------to consummate the transactions contemplated hereby shall be subject to the satisfaction, at or prior to the Closing Date, of the following conditions, which may be waived by Buyer in its sole discretion: (ai) The consents approvals Each of the representations and warranties of Seller set forth in this Agreement shall be true and correct, in all material respects, as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), and Seller shall have performed all obligations, conditions and covenants required to be performed by it under this Agreement prior to the Closing Date; (ii) Buyer shall have received a Bill of Sale, executed by Xxxxxx and dated as of the Closing Date, in the form of Exhibit A hereto (the “Bill of Sale”); (iii) Buyer shall have received an Assignment and Assumption Agreement, executed by Seller and dated as of the Closing Date, in the form of Exhibit B hereto (the “Assignment and Assumption Agreement”); (iv) Buyer shall have received a Transition Services Agreement, executed by Seller and dated as of the Closing Date, in the form of Exhibit C hereto (the “Transition Services Agreement”); (v) Evidence of the transfer of ownership of European Patent No. 2 905 621 B1 to Seller shall have been filed in the appropriate office; (vi) Buyer shall have received one or more Assignment of Patents, executed by Xxxxxx and dated as of the Closing Date, in a form reasonably acceptable to Buyer (the “Assignment of Patents”), and all powers of attorney and other actions documents needed in connection with the filing of any Governmental Authority listed the Assignment of Patents; (vii) Buyer shall have received an Assignment of Trademarks, executed by Xxxxxx and dated as of the Closing Date, in Schedules 3.1(cthe form of Exhibit D hereto (the “Assignment of Trademarks”); (viii) Buyer shall have received evidence of the release of all Liens on the Assets granted under the Horizon Loan Agreement; (ix) Buyer shall have received a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code of 1986, 3.4(b)as amended, 3.6(a)duly executed by Seller; and (x) Since the date of this Agreement, 3.7 there shall not have occurred a material adverse change or material adverse effect to the Products or the Assets that shall be continuing; (xi) Buyer shall have received a certificate dated as of the Closing Date signed by an officer of Seller certifying that the conditions stated in Sections 7.2(a)(i) and 3A.1(c7.2(a)(x) have been satisfied; and (xii) All consents, approvals, orders or authorizations set forth on Schedule 7.2(a)(xii) shall have been obtainedobtained and shall be in full force and effect, in each case 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 absence of filings of financing statements and other liens of record (other than those reflecting the liens and security interests identified in Schedule 3.8) with their respective offices under the Uniform Commercial Code with respect to any of the Radio Stations or other assets of the Companies and dated not more than five (5) Business Days prior to the Closing Date. (h) Buyer shall have received the written resignation of (i) all officers and members of the Boards of Directors of the Corporate Holders and (ii) all managers, officers, directors or similar representatives of each other Company (in each case effective at or prior to the Closing).

Conditions of Buyer. The obligations obligation of Buyer to purchase the Assets, to assume the Assumed Liabilities, and NBP: -------------------to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, at or prior to the Closing Date, of each of the following conditions: (a) The consents approvals and No preliminary or permanent injunction or other actions order by any United States or state court or by any governmental body or agency or instrumentality thereof that prevents the consummation of any Governmental Authority listed in Schedules 3.1(c), 3.4(b), 3.6(a), 3.7 and 3A.1(c) the transactions contemplated by this Agreement shall have been obtainedissued and remain in effect; (b) There shall not be pending or threatened any action or proceeding before or by any governmental body or agency or instrumentality thereof or court, domestic or foreign: (i) challenging the acquisition by Buyer of the Assets or otherwise seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement or seeking material damages in connection therewith; or (ii) seeking to restrain or prohibit Buyer's direct or indirect ownership of the Assets or rights under the Assumed Contracts or operation of the Plant as contemplated by this Agreement and the Supply Agreements; (c) There shall not be any action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable by Buyer to the consummation of the transactions contemplated by this Agreement by any United States or state governmental body or agency or instrumentality thereof or court that (i) would prohibit Buyer's direct or indirect ownership of any material portion of the Assets, (ii) would render Buyer or Seller unable to consummate the transactions contemplated by this Agreement or (iii) would make such consummation illegal; (d) The parties hereto shall have secured all appropriate orders, consents, approvals and clearances, in form and substance reasonably satisfactory to Buyer Buyer, by and its counsel.from all third parties, including but not limited to governmental or regulatory authorities, whose order, consent, approval or clearance is required by contract or applicable law for the consummation of the sale of the Assets and the other transactions herein contemplated; (be) No action or proceeding All waiting periods, if any, under the HSR Act (as defined in Section 7.3) shall have expired or been instituted or threatened by any governmental authority which seeks to restrain or prohibit the Purchase terminated; (f) The representations and Exchange, or which seeks to subject Buyer to any liability, penalty or restriction warranties of Seller and Au Bon Pain 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, true and correct on and as of the Closing Date, and Date with 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 same effect as to principal, interest, prepayment fees and all other amounts then owing or that would be payable upon the payment of all principal if made on the Closing Date) Date and (B) identifying all Encumbrances held by such lenders Seller 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 Au Bon Pain shall have been paid in full. (e) None of the FCC Licenses shall have been revoked complied with all covenants and agreements and satisfied all conditions on its part to be performed 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 satisfied on 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 absence of filings of financing statements and other liens of record (other than those reflecting the liens and security interests identified in Schedule 3.8) with their respective offices under the Uniform Commercial Code with respect to any of the Radio Stations or other assets of the Companies and dated not more than five (5) Business Days prior to the Closing Date.; (g) Seller shall have delivered to Buyer the Deed, Xxxx of Sale and such other documentation as contemplated by this Agreement in each case in form and substance reasonably satisfactory to Buyer; (h) Buyer and Seller shall each have executed and delivered to the other a closing statement setting forth the Purchase Price, the closing adjustments and apportionments and the application thereof at the Closing as contemplated by Section 1.3 (the "Closing Statement"); (i) Each of Au Bon Pain and Saint Louis Bread shall have entered into a Supply Agreement for the purchase of bakery products from Buyer's operation of the Plant pursuant to Section 7.1; (j) Each of Au Bon Pain and Saint Louis Bread shall have executed and delivered to Buyer a non-exclusive Manufacturing License to manufacture the Wholesale Products pursuant to Section 7.1; (k) Seller shall have executed and delivered a certification of non-foreign status in the form attached as Exhibit 5.1(k); (l) [Intentionally omitted]; (m) Buyer shall have received all appropriate assurances regarding the delivery by holders of Liens of all termination statements and instruments of release, which are sufficient in form and substance satisfactory to Buyer and its counsel, to release and discharge all Liens on the Assets, except for Permitted Liens, and all necessary consents to assignment of the Assumed Contracts to Buyer shall have been received by Buyer; (n) Buyer shall have received a certificate of the Secretary or Assistant Secretary of Seller to the effect set forth on Exhibit 5.1(n); (o) Buyer shall have received a certificate of the Seller signed by a Vice President or more senior officer of the Seller to the effect set forth on Exhibit 5.1(o); (p) Seller shall have delivered to Buyer one or more certificates as to the legal existence and corporate good standing of Seller, dated not more than ten (10) days prior to the Closing Date, from the Secretary of State of Delaware and the Secretary of State of Missouri; (q) Buyer shall have received the written resignation legal opinion of Xxxxxx & Hannah LLP substantially in the form attached as Exhibit 5.1(q); (r) There shall have been no material adverse change to the Assets or wholesale business of Seller, since December 1, 1997; (s) Buyer shall have received a title insurance policy from Chicago Title Insurance Company consistent with the commitment for title insurance attached hereto as Exhibit 5.1(s)(1) (except that Items Xx. 00, 00 xxx 00 xxxxx xx discharged at the Closing and deleted from such title policy and such policy may take exception for Item No. 8 on Schedule 1.6(a)), which policy shall also confirm by an updated survey of the Real Property that: (i) all officers and members the location of the Boards easements shown on the survey prepared by Engineering Survey & Services dated July 13 and 19, 1995, a copy of Directors of the Corporate Holders and which is attached hereto as Exhibit 5.1(s)(2); (ii) all managersthe location of a certain easement to Missouri-American Water Company as shown on the plan recorded with said easement at Book 285, officersPage 803, directors or similar representatives and (iii) the lagoons owned and/or operated by the City of each other Company (in each case effective at or prior Mexico, Missouri located to the Closing)south of the Real Property do not encroach onto the Real Property, or if an encroachment does exist, that affirmative coverage can be secured that the location of the lagoons do not prohibit the use of the improvements on the Real Property as currently constructed; (t) Seller shall have taken, or caused to be taken, such further actions, and executed and delivered such other agreements, instruments and documents as are provided for in this Agreement or as may reasonably be requested by Buyer consistent with the terms of this Agreement or as may be necessary or convenient to consummate the transactions contemplated hereby or in connection herewith; (u) Buyer shall have received assignment and assumption agreements with respect to the Assumed Contracts, in a form reasonably satisfactory to Buyer, Seller and any third party whose consent is required to effectively assign the Assumed Contracts to Buyer; (v) Buyer shall have received assignment and assumption agreements with respect to the Assumed Liabilities; (w) Buyer shall have received all keys to the Assets; and (x) Buyer shall have received a clearance certificate or other similar document(s) which may be required by any state or foreign taxing authority in order to relieve Buyer of any obligations with respect to Seller's Taxes.

Conditions of Buyer. The obligations of Buyer and NBP: -------------------to consummate the Transaction at the Closing shall be further subject to the fulfillment of the following conditions, any one or more of which may be waived by Buyer: (aA) The consents approvals Other than the Fundamental Representations, all representations and warranties of Sellers, Principals and Target in this Agreement and all other actions agreements and certificates required to be executed and delivered hereby shall be true and correct in all respects (in the case of any Governmental Authority listed representation or warranty qualified by materiality or Material Adverse Effect) or in Schedules 3.1(c), 3.4(b), 3.6(a), 3.7 all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and 3A.1(c) shall have been obtained, in form as of the date hereof and substance reasonably satisfactory to Buyer on 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 DateDate with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date). The Fundamental Representations shall be true and correct in all respects on and as of the individual date hereof and aggregate amounts thereof on 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) Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date). (B) identifying all Encumbrances held by such lenders Each of Target, Principals 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 performed and complied 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 all material respects with all covenants, agreements and conditions of any FCC License with respect to any Radio Stationcontained in this Agreement, 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 absence of filings of financing statements and other liens of record (other than those reflecting the liens and security interests identified in Schedule 3.8) with their respective offices under the Uniform Commercial Code with respect to any of the Radio Stations or other assets of the Companies and dated not more than five (5) Business Days prior to the Closing Date. (h) Buyer shall have received the written resignation of (i) all officers and members of the Boards of Directors of the Corporate Holders and (ii) all managers, officers, directors or similar representatives of each other Company (in each case effective agreement contemplated hereby, required to be performed and complied with by it or them at or prior to the Closing. (C) Since the date hereof, there has not been any event or circumstance which, with or without the lapse of time, has resulted in or could reasonably be expected to result in a Material Adverse Effect. (D) Buyer shall have obtained title insurance policies from the Title Company (which may, at Buyer’s election, be in the form of a xxxx-up of a pro forma of the Title Commitments), in accordance with the Title Commitments, insuring Buyer’s fee simple title to each Owned Real Property as of the Closing Date (including all recorded appurtenant easements, insured as separate legal parcels), with gap coverage from Closing through the date of recording, in such amount as Buyer determines to be the value of the Owned Real Property insured thereunder and which shall include the endorsements requested by Buyer including, without limitation, a non-imputation endorsement. Target and Sellers shall cooperate with Buyer in connection with the issuance of the Title Policies by executing any and all required affidavits and certificates required for the issuance of the Title Policies. Buyer shall pay all premiums with respect to the Title Policies and the endorsements thereto. (E) Target and Sellers shall have delivered all Closing Deliveries as set forth in Section 2(e)(i) of this Agreement.

Conditions of Buyer. The Notwithstanding any other provision of this Agreement, the obligations of Buyer and NBP: -------------------to consummate the transactions contemplated hereby shall be subject to the satisfaction, at or prior to the Closing Date, of the following conditions, which may be waived by Buyer in its sole discretion: (ai) The consents approvals Each of the representations and other actions warranties of Seller set forth in this Agreement shall be true and correct, in all material respects, as of the date hereof and as of the Closing Date as though made as of the Closing Date, and Seller shall have performed or complied with all obligations, conditions and covenants required to be performed by it under this Agreement prior to the Closing Date; (ii) All consents, approvals, orders or authorizations of any Governmental Authority listed Person required in Schedules 3.1(c)connection with the execution, 3.4(b)delivery or performance of this Agreement, 3.6(a)as set forth on Exhibit C, 3.7 and 3A.1(c) shall have been obtainedobtained and shall be in full force and effect, in each case in form and substance reasonably satisfactory to Buyer and its counsel.Buyer; (biii) No action or proceeding Buyer shall have been instituted or threatened received a Bxxx of Sale, executed by any governmental authority which seeks to restrain or prohibit the Purchase Seller 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, dated as of the Closing Date, and in the individual and aggregate amounts thereof and form of Exhibit D hereto (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 “Bxxx 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.Sale”); (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 absence of filings of financing statements and other liens of record (other than those reflecting the liens and security interests identified in Schedule 3.8) with their respective offices under the Uniform Commercial Code with respect to any of the Radio Stations or other assets of the Companies and dated not more than five (5) Business Days prior to the Closing Date. (hiv) Buyer shall have received the written resignation of (i) all officers an Assignment and members Assumption Agreement, executed by Seller and dated as of the Boards Closing Date, in the form of Directors Exhibit E hereto (the “Assignment and Assumption Agreement”); (v) Buyer shall have received an Assignment of Patents, executed by Seller and dated as of the Corporate Holders Closing Date, in the form of Exhibit F hereto; and (vi) Buyer shall have received a waiver of the confidentiality and (ii) all managersnon-competition obligations set forth in Sections 8 and 9 of Dx. Xxxxxx Xxxxxxxxx’s Employment Agreement with Seller dated October 15, officers2015, directors or similar representatives as amended, executed by each of each other Company (Seller and Dx. Xxxxxxxxx, in each case effective at or prior to the Closing)form of Exhibit G hereto.

Conditions of Buyer. The Notwithstanding any other provision of this Agreement, the obligations of Buyer and NBP: -------------------to consummate the transactions contemplated hereby shall be subject to the satisfaction, at or prior to the Closing Date, of the following conditions, which may be waived by Buyer in its sole discretion: (ai) Each of the representations and warranties of Seller set forth in this Agreement shall be true and correct, in all material respects, as of the date hereof and as of the Closing Date as though made as of the Closing Date, and Seller shall have performed or complied with all obligations, conditions and covenants required to be performed by it under this Agreement prior to the Closing Date; (ii) Buyer shall have received from Seller a closing certificate, in a form reasonably satisfactory to Buyer, signed by an executive officer of Seller and dated as of the Closing Date, certifying each of the matters set forth in Section 7.2(a)(i); (iii) Buyer shall have received evidence, to Buyer’s satisfaction, that Seller has received the consents and waivers listed on Exhibit D; (iv) Buyer shall have received a Xxxx of Sale, executed by Seller and dated as of the Closing Date, in the form of Exhibit E hereto (the “Xxxx of Sale”); (v) Buyer shall have received an Assignment and Assumption Agreement, executed by Seller and dated as of the Closing Date, in the form of Exhibit F hereto (the “Assignment and Assumption Agreement”); (vi) Buyer shall have received a Transition Services Agreement, executed by Seller and dated as of the Closing Date, in the form of Exhibit G hereto (the “Transition Services Agreement”); (vii) Buyer shall have received an Assignment of Patents, executed by Seller and dated as of the Closing Date, in the form of Exhibit H hereto (the “Assignment of Patents”); (viii) Buyer shall have received an Assignment of Trademarks, executed by Seller and dated as of the Closing Date, in the form of Exhibit I hereto (the “Assignment of Trademarks”); (ix) Buyer shall have received an Assignment of Copyrights, executed by Seller and dated as of the Closing Date, in the form of Exhibit J hereto (the “Assignment of Copyrights”); (x) Buyer shall have received a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended, duly executed by Seller; (xi) Buyer shall have received a Registration Rights Agreement, executed by Seller and dated as of the Closing Date, in the form of Exhibit K hereto (the “Registration Rights Agreement”); and (xii) The consents approvals proposed reverse merger (the “Merger”) to be effected with the Company 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 closed. (xiii) All consents, approvals, orders or authorizations of any Person required in connection with the execution, delivery or performance of this Agreement, as set forth on Schedule 7.2(a)(xii), shall have been obtainedobtained and shall be in full force and effect, in each case 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 absence of filings of financing statements and other liens of record (other than those reflecting the liens and security interests identified in Schedule 3.8) with their respective offices under the Uniform Commercial Code with respect to any of the Radio Stations or other assets of the Companies and dated not more than five (5) Business Days prior to the Closing Date. (h) Buyer shall have received the written resignation of (i) all officers and members of the Boards of Directors of the Corporate Holders and (ii) all managers, officers, directors or similar representatives of each other Company (in each case effective at or prior to the Closing).