CONDITIONS PRECEDENT TO THE OBLIGATION OF SELLER. The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction on or prior to the Closing Date of each of the following additional conditions:
CONDITIONS PRECEDENT TO THE OBLIGATION OF SELLER. The obligation of Seller to enter into and complete the Closing is subject to the fulfillment of the following conditions, any one of more of which may be waived by it:
CONDITIONS PRECEDENT TO THE OBLIGATION OF SELLER. TO CLOSE 8 10. DISCLAIMER OF WARRANTIES BY SELLER 8 11. SURVIVAL OF REPRESENTATIONS AND WARRANTIES 9 12. FURTHER ASSURANCES 9 13. EXPENSES 9
CONDITIONS PRECEDENT TO THE OBLIGATION OF SELLER. The obligation of Seller 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) Purchaser shall have complied in all material respects with its agreements and covenants contained herein to be performed at or prior to the Closing, and the representations and warranties of Purchaser 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 Seller shall have received a certificate of Purchaser, dated as of the Closing Date and signed by an officer of Purchaser, certifying as to the fulfillment of the condition set forth in this Section 11.2(a) ("Purchaser's 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 Seller from consummating the transactions contemplated hereby. 58
(c) All applicable waiting periods under the H-S-R Act shall have expired or been terminated.
(d) The issuance by the FCC of a Final Order approving the applications for transfer of control of the FCC Licenses contemplated by this Agreement shall have occurred, and there shall have been duly satisfied and performed on or prior to the Closing Date all the material conditions contained in the Final Order required to be so satisfied; provided, however, Purchaser, in its sole discretion, may waive the necessity of a "Final Grant" by the FCC and close following an "Initial Grant".
(e) Purchaser shall have delivered to Seller at the Closing the Purchase Price and each document required by Section 12.2 hereof.
(f) The closings under the Investors Agreement, the MRI Agreement and the Management Agreement shall have occurred or occur simultaneously with the Closing.
CONDITIONS PRECEDENT TO THE OBLIGATION OF SELLER. TO CLOSE --------------------------------------------------------- The obligation of Seller to consummate the transactions contemplated herein shall be subject to the fulfillment, at or before the Closing Date, of all of the conditions set forth below in this Section. Seller may waive any or all of such conditions in whole or in part without prior notice; provided, however, that no such waiver shall constitute a waiver by Seller of any right or remedy otherwise available to Seller if Buyer shall be in default of any of its representations, warranties or covenants contained in this Agreement.
CONDITIONS PRECEDENT TO THE OBLIGATION OF SELLER. The obligation of Seller to consummate the transactions provided for in this Agreement is subject to fulfillment of each of the following conditions:
CONDITIONS PRECEDENT TO THE OBLIGATION OF SELLER. The obligation of Seller to consummate the transactions provided for in this Agreement is subject to fulfillment of each of the following conditions:
(a) Accuracy of Buyer's Representations and Warranties; Covenants of ---------------------------------------------------------------- Buyer. The representations and warranties of Buyer contained in this Agreement ----- that are qualified as to materiality shall be true and correct and the representations and warranties of Buyer set forth in this Agreement that are not so qualified shall be true and correct in all material respects, in each case on the date of this Agreement (except to the extent cured prior to the Closing Date) and on the Closing Date as though made on the Closing Date, except to the extent such representations and warranties speak as of an earlier date; Buyer shall have complied in all material respects with all covenants contained in this Agreement to be performed by it prior to the Closing; and Seller shall have received a certificate signed by an authorized officer of Buyer to such effect.
CONDITIONS PRECEDENT TO THE OBLIGATION OF SELLER. The obligation of Parent, Seller, IPO Corp., Merger Sub and Aneth to consummate the transactions contemplated by this Agreement is subject to the satisfaction at or prior to the Closing Date of each of the following additional conditions, unless waived in writing by Seller:
CONDITIONS PRECEDENT TO THE OBLIGATION OF SELLER. TO CLOSE 16 8.1 Accuracy of Representations 16 8.2 Buyer's Performance 17 8.3 Consents 17 8.4 Additional Documents 17 8.5 No Injunction 17 SECTION 9. TERMINATION 17 9.1 Termination Events 17 9.2 Effect of Termination 18
CONDITIONS PRECEDENT TO THE OBLIGATION OF SELLER. The obligation hereunder of Seller is subject to the satisfaction or waiver, at or before the Closing, of the conditions set forth below. These conditions are for the sole benefit of Seller and may be waived by Seller at any time.
