Common use of Conditions Precedent to the Obligation of Purchaser Clause in Contracts

Conditions Precedent to the Obligation of Purchaser. The obligation of Purchaser to consummate the Closing is subject to the fulfillment or waiver, on or prior to the Closing Date, of each of the following conditions precedent: (a) Sellers shall have complied in all material respects with their agreements and covenants contained herein to be performed at or prior to the Closing, and the representations and warranties of Sellers contained herein shall be true and correct in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date, except that representations and warranties that were made as of a specified date shall continue on the Closing Date to have been true as of the specified date, and Purchaser shall have received a certificate of one of Sellers' Agents, dated as of the Closing Date and signed by Sellers Agent, certifying as to the fulfillment of the condition set forth in this Section 11.1(a) ("Sellers' Bring-Down Certificate"). (b) No statute, rule or regulation, or order of any court or administrative agency shall be in effect which restrains or prohibits Purchaser from consummating the transactions contemplated hereby and no action or proceeding shall be pending wherein an unfavorable ruling would affect any right to own the Stock or the assets of the Station. (c) All applicable waiting periods under the H-S-R Act shall have expired or been terminated. (d) All consents identified on Schedules 5.2h, 5.3e and 5.3m to the MRI Agreement as required consents shall have been received. (e) The Final Order approving the applications for transfer of control of the FCC Licenses (other than the MMP II Licenses) shall have been obtained. All the material conditions contained in the Final Order required to be satisfied on or prior to the Closing Date shall have been duly satisfied and performed. Notwithstanding the foregoing, other than conditions relating the broadcast industry generally, if the consent of the FCC is conditional or qualified in any manner that has a material adverse effect on Purchaser or requires Purchaser or any of its subsidiaries to divest any television or radio station owned, operated or programmed by Purchaser or any of its subsidiaries. Purchaser may, nevertheless, in its sole discretion, require the consummation of the transactions 50 contemplated by this Agreement, but shall not be required to do so. (f) Sellers shall have delivered to Purchaser at the Closing each document required by Section 12.1 hereof. (g) Since the date of this Agreement through the Closing Date, there shall not have been either a Material Adverse Effect with respect to the Company or a MMP Material Adverse Effect with respect to the business, operations, properties, assets, or condition of MMP, and no event shall have occurred or circumstance exist that reasonably could be expected to result in either a Material Adverse Effect or an MMP Material Adverse Effect. (h) The transfer of the FCC Licenses for Television Stations WKEF-TV in Dayton, Ohio and WEMT-TV in Greeneville, Tennessee to MMP II and the distribution of MMP II to MTC shall have occurred pursuant to the Assignment and Assumption Agreement and the Distribution Agreement substantially in the form attached hereto as Exhibit C, and MMP and MMP II shall have entered into one or more Time Brokerage Agreements generally in the form (subject to such revisions, additions and deletions as determined by counsel to MMP II and Purchaser prior to the Closing) attached hereto as Exhibit D. (i) The closings under the MRI Agreement, the MTC Agreement and the Management Agreement shall have occurred or will occur simultaneously with the Closing. (j) Sellers, the Company or MMP, as the case may be, shall have complied with their obligations under Section 9.12.

Conditions Precedent to the Obligation of Purchaser. The obligation of Purchaser to consummate the Closing is subject to the fulfillment or waiver, on or prior to the Closing Date, of each of the following conditions precedent: (a) Sellers Seller shall have complied in all material respects with their its agreements and covenants contained herein to be performed at or prior to the Closing, and the representations and warranties of Sellers Seller contained herein shall be true and correct in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date, except that representations and warranties that were made as of a specified date shall continue on the Closing Date to have been true as of the specified date, and Purchaser shall have received a certificate of one of Sellers' Agents, dated as of the Closing Date and signed by Sellers Sellers' Agent, certifying as to the fulfillment of the condition set forth in this Section 11.1(a) ("Sellers' Bring-Down Certificate"). (b) No statute, rule or regulation, or order of any court or administrative agency shall be in effect which restrains or prohibits Purchaser from consummating the transactions contemplated hereby and no action or proceeding shall be pending wherein an unfavorable ruling would affect any right to own the Stock Assets or the assets of the Station. (c) All applicable waiting periods under the H-S-R Act shall have expired or been terminated. (d) All consents identified on Schedules 5.2h, 5.2h hereto and Schedules 5.3e and 5.3m to the MRI Agreement as required consents shall have been received. (e) The Final Order approving the applications for transfer of control of the FCC Licenses (other than the MMP II Licenses) shall have been obtained. All the material conditions contained in the Final Order required to be satisfied on or prior to the Closing Date shall have been duly satisfied and performed. Notwithstanding the foregoing, other than conditions relating the broadcast industry generally, if the consent of the FCC is conditional or qualified in any manner that has a material adverse effect on Purchaser or requires Purchaser or any of its subsidiaries to divest any television or radio station owned, operated or programmed by Purchaser or any of its subsidiaries. Purchaser may, nevertheless, in its sole discretion, require the consummation of the transactions 50 contemplated by this Agreement, but shall not be required to do so. (f) Sellers Seller shall have delivered to Purchaser at the Closing each document required by Section 12.1 hereof. (g) Since the date of this Agreement through the Closing Date, there shall not have been either a Material Adverse Effect with respect to the Company Assets or a MMP Material Adverse Effect with respect to the business, operations, properties, assets, or condition of MMP, and no event shall have occurred or circumstance exist that reasonably could be expected to result in either a Material Adverse Effect or an MMP Material Adverse Effect. (h) The transfer of the FCC Licenses for Television Stations WKEF-TV in Dayton, Ohio and WEMT-TV in Greeneville, Tennessee to MMP II and the distribution of MMP II to MTC Seller shall have occurred pursuant to the Assignment and Assumption Agreement and the Distribution Agreement substantially in the form attached hereto as Exhibit C, and MMP and MMP II shall have entered into one or more Time Brokerage Agreements generally in the form (subject to such revisions, additions additions, and deletions as determined by counsel to MMP II and Purchaser prior to the Closing) attached hereto as Exhibit D. (i) The closings under the MRI Investors Agreement, the MTC MRI Agreement and the Management Agreement shall have occurred or will occur simultaneously with the Closing. (j) Sellers, the Company Seller or MMP, as the case may be, shall have complied with their its obligations under Section 9.12.

Conditions Precedent to the Obligation of Purchaser. The obligation of Purchaser to consummate the Closing is subject to the fulfillment or waiver, on or prior to the Closing Date, of each of the following conditions precedent: (a) Sellers shall have complied in all material respects with their agreements and covenants contained herein to be performed at or prior to the Closing, and the representations and warranties of Sellers contained herein shall be true and correct in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date, except that representations and warranties that were made as of a specified date shall continue on the Closing Date to have been true as of the specified date, and Purchaser shall have received a certificate of one of from Sellers' AgentsAgent, dated as of the Closing Date and signed by Sellers Sellers' Agent, certifying as to the fulfillment of the condition conditions set forth in this Section 11.1(a) ("Sellers' Bring-Down Certificate"). (b) No statute, rule or regulation, or order of any court or administrative agency shall be in effect which restrains or prohibits Purchaser from consummating the transactions contemplated hereby and no action or proceeding shall be pending wherein an unfavorable ruling would affect any right to own the Stock or the assets of the Station. (c) All applicable waiting periods under the H-S-R Act shall have expired or been terminated. (d) All consents and/or agreements identified on Schedules 5.2h, 5.3e and 5.3m to the MRI Agreement as required consents Schedule 5.2p shall have been received. (e) The Final Order approving the applications for transfer of control of the FCC Licenses (other than and the MMP II Licenses) approval of the Company's application for renewal of the FCC Licenses shall have been obtained. All the material conditions contained in the Final Order required to be satisfied on or prior to the Closing Date shall have been duly satisfied and performed. Notwithstanding the foregoing, other than conditions relating the broadcast industry generally, if the consent of the FCC is conditional or qualified in any manner that has a material adverse effect on Purchaser or requires Purchaser or any of its subsidiaries to divest any television or radio station ownedPurchaser, operated or programmed by Purchaser or any of its subsidiaries. Purchaser may, nevertheless, in its sole discretion, require the consummation of the transactions 50 contemplated by this Agreement, but shall not be required to do so; provided, however, that if the consent of the FCC includes a condition to the effect that Closing cannot occur until after grant of the application for renewal of the FCC Licenses, such condition will not be deemed to have a material adverse effect on Purchaser. (f) Sellers shall have delivered to Purchaser at the Closing each document required by Section 12.1 hereof. (g) The Company shall have delivered to Purchaser a written statement by a duly authorized officer of Richfield Bank & Trust Co. that the Existing Debt of the Company does not exceed $2,500,000.00 on the Closing Date. (h) Since the date of this Agreement through the Closing Date, there shall not have been either a any Material Adverse Effect with respect to the Company or a MMP Material Adverse Effect with respect to the business, operations, properties, assets, or condition of MMPthe Company, and no event shall have occurred or circumstance exist that would reasonably could be expected to result in either such a Material Adverse Effect or an MMP Material Adverse Effect. (hi) The transfer of the FCC Licenses for Television Stations WKEF-TV in Dayton, Ohio and WEMT-TV in Greeneville, Tennessee to MMP II and the distribution of MMP II to MTC Purchaser shall have occurred pursuant to received from the Assignment and Assumption Agreement and the Distribution Agreement substantially Company a properly executed statement in the form attached hereto as Exhibit Cset forth in Schedule 11.1(i), and MMP and MMP II shall have entered into one or more Time Brokerage Agreements generally in together with evidence that the form (subject to such revisions, additions and deletions as determined by counsel to MMP II and Purchaser prior to the Closing) attached hereto as Exhibit D. (i) The closings under the MRI Agreement, the MTC Agreement and the Management Agreement shall have occurred or will occur simultaneously Company has complied with the Closingnotice requirements of Section 1.897-2(h)2 of the Treasury regulations. (j) Sellers, the Company or MMP, as the case may be, Sellers shall have complied with their obligations under taken the actions and delivered the payments, statements and opinions required by Section 9.128.5.

Conditions Precedent to the Obligation of Purchaser. The obligation of Purchaser to consummate the Closing is subject to the fulfillment or waiver, on or prior to the Closing Date, of each of the following conditions precedent: (a) Sellers Seller shall have complied in all material respects with their its agreements and covenants contained herein and in the Time Brokerage Agreement to be performed at or prior to the Closing, and the representations and warranties of Sellers Seller contained herein shall be true and correct in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date, except that representations and warranties that were made as of a specified date shall continue on the Closing Date to have been true as of the specified date, and Purchaser shall have received a certificate of one of Sellers' Agents, dated as of the Closing Date and signed by Sellers Sellers' Agent, certifying as to the fulfillment of the condition set forth in this Section 11.1(a) ("Sellers' Bring-Down Certificate"). (b) No statute, rule or regulation, or order of any court or administrative agency shall be in effect which restrains or prohibits Purchaser from consummating the transactions contemplated hereby and no action or proceeding shall be pending wherein an unfavorable ruling would affect any right to own the Stock or the assets of the StationAssets. (c) All In the event the parties are required to file a Pre-merger Notification and Report Form under the H-S-R Act, all applicable waiting periods under the H-S-R Act shall have expired or been terminated. (d) All consents identified on Schedules 5.2h, 5.3e and 5.3m to the MRI Agreement as required consents shall have been received. (e) The Final Order approving the applications for transfer of control of the FCC Licenses (other than the MMP II Licenses) shall have been obtained. All the material conditions contained in the Final Order required to be satisfied on or prior to the Closing Date shall have been duly satisfied and performed. Notwithstanding the foregoing, other than conditions relating the broadcast industry generally, if the consent of the FCC is conditional or qualified in any manner that has a material adverse effect on Purchaser or requires Purchaser or any of its subsidiaries to divest any television or radio station owned, operated or programmed by Purchaser or any of its subsidiaries. subsidiaries (other than those acquired pursuant to the MMP Acquisition Documents), Purchaser may, nevertheless, in its sole discretion, require the consummation of the transactions 50 contemplated by this Agreement, but shall not be required to do so. (fe) Sellers Seller shall have delivered to Purchaser at the Closing each document required by Section 12.1 hereof. (gf) Since the date of this Agreement through the Closing Date, there shall not have been either a Material Adverse Effect material adverse effect with respect to the Company or a MMP Material Adverse Effect with respect to the business, operations, properties, assets, or condition of MMP, and no event shall have occurred or circumstance exist that reasonably could be expected to result in either a Material Adverse Effect or an MMP Material Adverse EffectAssets. (hg) The transfer of the FCC Licenses for Television Stations WKEF-TV in Dayton, Ohio and WEMT-TV in Greeneville, Tennessee to MMP II and the distribution of MMP II to MTC Seller shall have occurred pursuant to the Assignment and Assumption Agreement and the Distribution Agreement substantially in the form attached hereto to the MTC Agreement as Exhibit C, and MMP and MMP II shall have entered into one or more Time Brokerage Agreements generally in the form (subject to such revisions, additions additional and deletions as determined by counsel to MMP II and Purchaser prior to the Closing) attached hereto to the MTC Agreement as Exhibit D. (ih) The closings under the MRI Agreement, the MTC Agreement and the Management Agreement MMP Acquisition Documents shall have occurred or will occur simultaneously with the Closing. (ji) Sellers, the Company or MMP, as the case may be, shall have complied with their obligations under Section 9.12.RESERVED

Conditions Precedent to the Obligation of Purchaser. The obligation of Purchaser to consummate the Closing is subject to the fulfillment or waiver, on or prior to the Closing Date, of each of the following conditions precedent: (a) Sellers shall have complied in all material respects with their agreements and covenants contained herein to be performed at or prior to the Closing, and the representations and warranties of Sellers contained herein shall be true and correct in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date, except that representations and warranties that were made as of a specified date shall continue on the Closing Date to have been true as of the specified date, and Purchaser shall have received a certificate of one of Sellers' Agents, dated as of the Closing Date and signed by Sellers Agent, certifying as to the fulfillment of the condition set forth in this Section 11.1(a) ("Sellers' Bring-Down Certificate"). (b) No statute, rule or regulation, or order of any court or administrative agency shall be in effect which restrains or prohibits Purchaser from consummating the transactions contemplated hereby and no action or proceeding shall be pending wherein an unfavorable ruling would affect any right to own the Stock or the assets of the Station. (c) All applicable waiting periods under the H-S-R Act shall have expired or been terminated. (d) All consents identified on Schedules 5.2h, 5.3e and 5.3m to the MRI Agreement as required consents shall have been received. (e) The Final Order approving the applications for transfer of control of the FCC Licenses (other than the MMP II Licenses) shall have been obtained. All the material conditions contained in the Final Order required to be satisfied on or prior to the Closing Date shall have been duly satisfied and performed. Notwithstanding the foregoing, other than conditions relating the broadcast industry generally, if the consent of the FCC is conditional or qualified in any manner that has a material adverse effect on Purchaser or requires Purchaser or any of its subsidiaries to divest any television or radio station owned, operated or programmed by Purchaser or any of its subsidiaries. Purchaser may, nevertheless, in its sole discretion, require the consummation of the transactions 50 contemplated by this Agreement, but shall not be required to do so. (f) Sellers shall have delivered to Purchaser at the Closing each document required by Section 12.1 hereof. (g) Since the date of this Agreement through the Closing Date, there shall not have been either a Material Adverse Effect with respect to the Company or a MMP Material Adverse Effect with respect to the business, operations, properties, assets, or condition of MMP, and no event shall have occurred or circumstance exist that reasonably could be expected to result in either a Material Adverse Effect or an MMP Material Adverse Effect. (h) The transfer of the FCC Licenses for Television Stations WKEF-TV in Dayton, Ohio and WEMT-TV in Greeneville, Tennessee to MMP II and the distribution of MMP II to MTC shall have occurred pursuant to the Assignment and Assumption Agreement and the Distribution Agreement substantially in the form attached hereto as Exhibit C, and MMP and MMP II shall have entered into one or more Time Brokerage Agreements generally in the form attached (subject to such revisions, additions and deletions as determined by counsel to MMP II and Purchaser prior to the Closing) attached hereto as Exhibit D. (i) The closings under the MRI Investors Agreement, the MTC Agreement and the Management Agreement shall have occurred or will occur simultaneously with the Closing. (j) Sellers, the Company or MMP, as the case may be, shall have complied with their obligations under Section 9.12.