Common use of Conditions Precedent to the Obligations of the Sellers Clause in Contracts

Conditions Precedent to the Obligations of the Sellers. The obligations of the Sellers under this Agreement to consummate the Transactions are subject to the satisfaction at or prior to Closing of each of the following conditions, all or any of which may be waived, in whole or part, by the Sellers’ Representative in writing for purposes of consummating the Transactions, but without prejudice to any other right or remedy which the Sellers may have hereunder as a result of any misrepresentation by or breach of any agreement, covenant, representation or warranty of CMI contained herein or any other certificate or instrument furnished by CMI hereunder: (a) (i) each of the representations and warranties made by CMI in Section 5.1 (Organization), Section 5.2 (Capitalization) Section 5.3 (Authorization; Validity of Agreement), Section 5.20 (Brokers or Finders), Section 5.21 (Vote Required) and Section 5.22 (CMI Board of Directors Recommendation) of this Agreement shall be true and correct other than in de minimis respects as of the date of this Agreement and as of the Closing Date, as if made as of such date (except for those representations and warranties which address matters only as of an earlier date which shall have been true and correct as of such earlier date) and (ii) each of the other representations and warranties made by CMI in Article 5 of this Agreement shall be true and correct (without giving effect to any materiality, Material Adverse Effect or any similar standard or qualification) as of the date of this Agreement and as of the Closing Date, as if made as of such date (except for those representations and warranties which address matters only as of an earlier date which shall have been true and correct as of such earlier date), except in the case of this clause (ii), where the failure of such other representations and warranties to be true and correct, has not had and would not have, individually or in the aggregate, a Material Adverse Effect on CMI and its Subsidiaries; (b) each covenant, agreement and obligation required by the terms of this Agreement to be complied with and performed by CMI at or prior to the Closing shall have been duly and properly complied with and performed in all material respects, including the execution and delivery of all the documents described in Article 2 hereof; and (c) since the date of this Agreement, no Material Adverse Effect shall have occurred with respect to CMI and its Subsidiaries.

Conditions Precedent to the Obligations of the Sellers. The All obligations of the Sellers under this Agreement to consummate the Transactions are subject to the satisfaction at or fulfillment, prior to or as of the Closing Date, as indicated below, of each of the following conditions, all or any of which may be waived, in whole or part, waived by the Sellers’ Representative in writing for purposes of consummating the Transactions, but without prejudice to any other right or remedy which the Sellers may have hereunder as a result of any misrepresentation by or breach of any agreement, covenant, representation or warranty of CMI contained herein or any other certificate or instrument furnished by CMI hereunder: (a) The Secretary of EII shall have delivered to the Sellers a certificate, duly executed by such Person and certifying, that to the best of such Person’s knowledge and belief, (i) that the attached copies of the Certificate of Incorporation, the By-laws, and resolutions of the board of directors of EII approving this Agreement and each of the representations other Transaction Documents and warranties made by CMI in Section 5.1 (Organization)the transactions contemplated hereby and thereby, Section 5.2 (Capitalization) Section 5.3 (Authorization; Validity of Agreement)are all true, Section 5.20 (Brokers or Finders), Section 5.21 (Vote Required) and Section 5.22 (CMI Board of Directors Recommendation) of this Agreement shall be true complete and correct other than and remain unamended and in de minimis respects as of the date of this Agreement full force and as of the Closing Date, as if made as of such date (except for those representations and warranties which address matters only as of an earlier date which shall have been true and correct as of such earlier date) effect and (ii) as to the incumbency and specimen signature of each officer of the EII executing this Agreement, each other representations Transaction Document and warranties made by CMI any other document delivered in Article 5 connection herewith on behalf of this Agreement shall be true and correct (without giving effect to any materiality, Material Adverse Effect or any similar standard or qualification) as of the date of this Agreement and as of the Closing Date, as if made as of such date (except for those representations and warranties which address matters only as of an earlier date which shall have been true and correct as of such earlier date), except in the case of this clause (ii), where the failure of such other representations and warranties to be true and correct, has not had and would not have, individually or in the aggregate, a Material Adverse Effect on CMI and its Subsidiaries;EII. (b) each covenant, agreement The representations and obligation required warranties by the terms or on behalf of EII contained in this Agreement to be complied with and performed by CMI at or prior in any certificate or document delivered pursuant to the provisions hereof shall be true in all material respects at and as of Closing Date as though such representations and warranties were made at and as of such time. (c) EII shall have been duly performed and properly complied with and performed in all material respects, including with all covenants, agreements, and conditions set forth in, and shall have executed and delivered all documents required by this Agreement to be performed or complied with or executed and delivered by it prior to or at the execution and delivery of all the documents described in Article 2 hereof; andClosing. (cd) since An executive officer of EII shall have delivered to the date Sellers a certificate, duly executed by such Person and certifying, that to the best of such Person’s knowledge and belief, the representations and warranties of EII set forth in this Agreement are true and correct in all material respects, and that EII has performed and complied, in all material respects, with all covenants, agreements and conditions contained herein required to be performed or complied with by it prior to or at the Closing Date. (e) Prior to the Closing, the Sellers and the Company shall have obtained the written consent of the Department of Higher Education. (f) EII shall have duly executed and delivered the Employment Agreement and the Consulting Agreement. (g) There shall be no pending or threatened litigation which could call into question the validity of the transactions contemplated by this Agreement, no Material Adverse Effect . (h) EII shall have occurred paid in full the Cash Portion of the Purchase Price for the Subject Interests. (i) Florham, EII and the EII Stockholders and EII Optionholders shall have duly executed the Reverse Merger Agreement and shall have consummated the Reverse Merger. (j) EII shall have reimbursed the Sellers in the amount of $2,200, which represents the $2,000 non-refundable application fee and $200 non-refundable application fee the Sellers previously paid to the Education Department in connection. (k) EII shall have submitted a $40,000 Irrevocable Letter of Credit, issued by a bank with respect its main office or branch located within the State of Connecticut, to CMI the Department of Higher Education. (l) All corporate and its Subsidiariesother proceedings to be taken by EII and Florham in connection with the transactions contemplated hereby and all documents incident thereto shall be reasonably satisfactory in form and substance to the Sellers and their counsel, and the Sellers and their counsel shall have received all such counterpart originals or certified or other copies of such documents as they reasonably may request.

Conditions Precedent to the Obligations of the Sellers. The obligations of the Sellers under this Agreement Sellers' obligation to consummate the Transactions are sale of the Stock under this agreement is subject to the satisfaction fulfillment, at or prior to Closing the closing, of each of the following conditions, all or conditions (any of which may be waived, waived in whole or part, writing by the Sellers’ Representative in writing for purposes of consummating the Transactions, but without prejudice to any other right or remedy which the Sellers may have hereunder as a result of any misrepresentation by or breach of any agreement, covenant, representation or warranty of CMI contained herein or any other certificate or instrument furnished by CMI hereunder: ): (a) (i) each of the all representations and warranties made by CMI in Section 5.1 (Organization), Section 5.2 (Capitalization) Section 5.3 (Authorization; Validity of Agreement), Section 5.20 (Brokers or Finders), Section 5.21 (Vote Required) and Section 5.22 (CMI Board of Directors Recommendation) of the Buyer under this Agreement agreement shall be true and correct other than in de minimis respects as of the date of this Agreement at and as of the Closing Date, time of the closing with the same effect as if made as of such date (except for though those representations and warranties which address matters only had been made at and as of that time, with such exceptions as do not in the aggregate have a material adverse effect on the ability of the Buyer to consummate the transactions contemplated by this agreement; (b) the Buyer shall have performed and complied in all material respects with all obligations, covenants and conditions required by this agreement to be performed or complied with by it prior to or at the closing; (c) the Commission shall have given all requisite approvals and consents relating to the sale of the Stock, without any condition or qualification materially adverse to the Sellers, to the acquisition of control of the Stations by the Buyer as provided in this agreement; (d) all applicable waiting periods under the HSR Act with respect to the transactions contemplated by this agreement shall have expired or been terminated; (e) the Buyer shall have paid the amounts payable at the closing in accordance with sections 2.3(a) and (b) and the Lenders shall have released their lien on the Stock in exchange for payment to the Lenders of a portion of the net proceeds of the sale of the Stock; (f) there shall not be in effect an earlier date which in- junction or restraining order issued by a court of competent jurisdiction in an action or proceeding against the consummation of the transactions contemplated by this agreement; (g) the Sellers shall have delivered to Buyer the certificates, opinions and documents set forth in section 8.1; and (h) the Indemnity Escrow Agreement and the Working Capital Escrow Agreement shall have been true executed and correct as of such earlier date) delivered by the parties thereto and shall be in full force and effect; and (iii) each the Sellers shall have been furnished with a certificate of an officer of the other representations and warranties made by CMI in Article 5 of this Agreement shall be true and correct (without giving effect to any materialityBuyer, Material Adverse Effect or any similar standard or qualification) as of the date of this Agreement and as of dated the Closing Date, as if made as of such date (except for those representations in form and warranties which address matters only as of an earlier date which shall have been true and correct as of such earlier date), except in the case of this clause (ii), where the failure of such other representations and warranties to be true and correct, has not had and would not have, individually or in the aggregate, a Material Adverse Effect on CMI and its Subsidiaries; (b) each covenant, agreement and obligation required by the terms of this Agreement to be complied with and performed by CMI at or prior substance satisfactory to the Closing shall have been duly and properly complied with and performed Sellers, certifying to the fulfillment of the conditions set forth in all material respects, including the execution and delivery of all the documents described in Article 2 hereof; and (c) since the date of this Agreement, no Material Adverse Effect shall have occurred with respect to CMI and its Subsidiariessections 7.2(a).

Conditions Precedent to the Obligations of the Sellers. The obligations of the Sellers under this Agreement to consummate the Transactions are subject to the satisfaction satisfaction, at or prior to Closing the Closing, of each of the following conditions, all or any of which may be waived, in whole or part, by the Sellers’ Representative in writing for purposes of consummating the Transactions, but without prejudice to any other right or remedy which the Sellers may have hereunder as a result of any misrepresentation by or breach of any agreement, covenant, representation or warranty of CMI contained herein or any other certificate or instrument furnished by CMI hereunder: (a) (i) each of the The representations and warranties made by CMI of the Purchaser contained in Section 5.1 (Organization), Section 5.2 (Capitalization) Section 5.3 (Authorization; Validity of Agreement), Section 5.20 (Brokers or Finders), Section 5.21 (Vote Required) and Section 5.22 (CMI Board of Directors Recommendation) of this Agreement or in any Ancillary Document to which the Purchaser may be a party shall be true true, complete and correct other than accurate in de minimis all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date of this Agreement Closing Date with the same effect as if they were made on and as of the Closing Date, as if made as of such date (except for those representations and warranties which address matters only as of an earlier date which shall have been true and correct as of such earlier date) and (ii) each of the other representations and warranties made by CMI in Article 5 of this Agreement shall be true and correct (without giving effect to any materiality, Material Adverse Effect or any similar standard or qualification) as of the date of this Agreement and as of the Closing Date, as if made as of such date (except for those representations and warranties which address matters only as of an earlier date which shall have been true and correct as of such earlier date), except in the case of this clause (ii), where the failure of such other representations and warranties to be true and correct, has not had and would not have, individually or in the aggregate, a Material Adverse Effect on CMI and its Subsidiaries;. (b) each covenant, agreement The Purchaser shall have performed all obligations and obligation required by the terms of agreements and complied with all covenants contained in this Agreement or in any Ancillary Document to which it may be a party to be performed and complied with and performed by CMI at it on or prior to the Closing shall have been duly and properly complied with and performed in all material respects, including the execution and delivery of all the documents described in Article 2 hereof; andDate. (c) since The Purchaser shall have provided to the date Sellers a certificate, dated the Closing Date and signed by an officer of the Purchaser, certifying (i) that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied. (d) On the Closing Date, the Purchaser shall have delivered to Newco the Management Services Agreement duly executed on behalf of the Company. (e) All filings with all Government Entities required to be made prior to Closing in connection with the transactions contemplated by this Agreement shall have been made, all waiting periods thereunder shall have expired or terminated and all orders, permits, waivers, authorizations, exemptions and approvals of such entities required to be in effect on the Closing Date in connection with the transactions contemplated by this Agreement shall have been issued. (f) The Purchaser shall have delivered to the Seller such other documents or instruments as the Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement, no Material Adverse Effect shall have occurred with respect to CMI and its Subsidiaries.

Conditions Precedent to the Obligations of the Sellers. The All obligations of the Sellers under this Agreement to consummate the Transactions are subject to the satisfaction at or fulfillment, prior to or as of the Closing Date, as indicated below, of each of the following conditions, all or any of which may be waived, in whole or part, waived by the Sellers’ Representative in writing for purposes of consummating the Transactions, but without prejudice to any other right or remedy which the Sellers may have hereunder as a result of any misrepresentation by or breach of any agreement, covenant, representation or warranty of CMI contained herein or any other certificate or instrument furnished by CMI hereunder: (a) The Secretary of EII shall have delivered to the Sellers a certificate, duly executed by such Person and certifying, that to the best of such Person's knowledge and belief, (i) that the attached copies of the Certificate of Incorporation, the By-laws, and resolutions of the board of directors of EII approving this Agreement and each of the representations other Transaction Documents and warranties made by CMI in Section 5.1 (Organization)the transactions contemplated hereby and thereby, Section 5.2 (Capitalization) Section 5.3 (Authorization; Validity of Agreement)are all true, Section 5.20 (Brokers or Finders), Section 5.21 (Vote Required) and Section 5.22 (CMI Board of Directors Recommendation) of this Agreement shall be true complete and correct other than and remain unamended and in de minimis respects as of the date of this Agreement full force and as of the Closing Date, as if made as of such date (except for those representations and warranties which address matters only as of an earlier date which shall have been true and correct as of such earlier date) effect and (ii) as to the incumbency and specimen signature of each officer of the EII executing this Agreement, each other representations Transaction Document and warranties made by CMI any other document delivered in Article 5 connection herewith on behalf of this Agreement shall be true and correct (without giving effect to any materiality, Material Adverse Effect or any similar standard or qualification) as of the date of this Agreement and as of the Closing Date, as if made as of such date (except for those representations and warranties which address matters only as of an earlier date which shall have been true and correct as of such earlier date), except in the case of this clause (ii), where the failure of such other representations and warranties to be true and correct, has not had and would not have, individually or in the aggregate, a Material Adverse Effect on CMI and its Subsidiaries;EII. (b) each covenant, agreement The representations and obligation required warranties by the terms or on behalf of EII contained in this Agreement to be complied with and performed by CMI at or prior in any certificate or document delivered pursuant to the provisions hereof shall be true in all material respects at and as of Closing Date as though such representations and warranties were made at and as of such time. (c) EII shall have been duly performed and properly complied with and performed in all material respects, including with all covenants, agreements, and conditions set forth in, and shall have executed and delivered all documents required by this Agreement to be performed or complied with or executed and delivered by it prior to or at the execution and delivery of all the documents described in Article 2 hereof; andClosing. (cd) since An executive officer of EII shall have delivered to the date Sellers a certificate, duly executed by such Person and certifying, that to the best of such Person's knowledge and belief, the representations and warranties of EII set forth in this Agreement are true and correct in all material respects, and that EII has performed and complied, in all material respects, with all covenants, agreements and conditions contained herein required to be performed or complied with by it prior to or at the Closing Date. (e) Prior to the Closing, the Sellers and the Company shall have obtained the written consent of the Department of Higher Education. (f) EII shall have duly executed and delivered the Employment Agreement and the Consulting Agreement. (g) There shall be no pending or threatened litigation which could call into question the validity of the transactions contemplated by this Agreement, no Material Adverse Effect . (h) EII shall have occurred paid in full the Cash Portion of the Purchase Price for the Subject Interests. (i) Florham, EII and the EII Stockholders and EII Optionholders shall have duly executed the Reverse Merger Agreement and shall have consummated the Reverse Merger. (j) EII shall have reimbursed the Sellers in the amount of $2,200, which represents the $2,000 non-refundable application fee and $200 non-refundable application fee the Sellers previously paid to the Education Department in connection. (k) EII shall have submitted a $40,000 Irrevocable Letter of Credit, issued by a bank with respect its main office or branch located within the State of Connecticut, to CMI the Department of Higher Education. (l) All corporate and its Subsidiaries.other proceedings to be taken by EII and Florham in connection with the transactions contemplated hereby and all documents incident thereto shall be reasonably satisfactory in form and substance to the Sellers and their counsel, and the Sellers and their counsel shall have received all such counterpart originals or certified or other copies of such documents as they reasonably may request.(m)

Conditions Precedent to the Obligations of the Sellers. The obligations of the Sellers under this Agreement to consummate the Transactions Closing are subject to the satisfaction at satisfaction, on or prior to the Closing Date, of each of the following conditions, conditions (any or all or any of which may be waivedwaived in writing by the Sellers, in whole or in part, to the extent permitted by the Sellers’ Representative in writing for purposes of consummating the Transactions, but without prejudice to any other right or remedy which the Sellers may have hereunder as a result of any misrepresentation by or breach of any agreement, covenant, representation or warranty of CMI contained herein or any other certificate or instrument furnished by CMI hereunder:applicable Law and Section 11.3): (a) (i) each of the representations and warranties made by CMI of the Purchaser contained in Section 5.1 (Organization), Section 5.2 (Capitalization) Section 5.3 (Authorization; Validity of Agreement), Section 5.20 (Brokers or Finders), Section 5.21 (Vote Required) and Section 5.22 (CMI Board of Directors Recommendation) of this Agreement shall be true and correct other than in de minimis all material respects as of the date of this Agreement and as of the Closing Date, as if made as of such date (except for those representations and warranties which address matters only as of an earlier date which shall have been true and correct as of such earlier date) and (ii) each of the other representations and warranties made by CMI in Article 5 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality, Material Adverse Effect or any similar standard or qualification” set forth therein) as of the date of this Agreement Closing Date as if made on and as of the Closing Date, as if Date (other than for such representations and warranties that are made as of such date (except for those representations and warranties which address matters only as of an earlier a specific date which shall have been be so true and correct in all material respects as of such earlier date), except in and the case Sellers shall have received a certificate signed by an authorized person of this clause (ii)the Purchaser, where dated the failure of such other representations and warranties Closing Date, to be true and correct, has not had and would not have, individually or in the aggregate, a Material Adverse Effect on CMI and its Subsidiariesforegoing effect; (b) each covenant, agreement the Purchaser shall have performed and obligation complied in all material respects with all obligations and agreements required by the terms of this Agreement to be performed or complied with and performed by CMI at the Purchaser on or prior to the Closing Date, and the Sellers shall have been duly received a certificate signed by an authorized person of the Purchaser, dated the Closing Date, to the foregoing effect; (c) the Purchaser shall have delivered, or caused to be delivered, to the Sellers (or at the direction of the Sellers) or the applicable third party, as applicable, all of the items set forth in Section 3.3; (d) the Purchaser shall have delivered the Credit Bid Amount in accordance with Sections 2.1 and properly complied with and performed in all material respects, including the execution and delivery of all the documents described in Article 2 hereof3.3(a); and (ce) since the date of this Agreement, no Material Adverse Effect Purchaser shall have occurred delivered the Excluded Cash Deficiency Amount, if any, and the DIP Repayment Amount in accordance with respect to CMI Sections 2.1, 3.3(f), and its Subsidiaries3.3(g).