Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 2 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) the Seller shall have procured all of the third party consents specified in Section 4(d) above, including but not limited to those relating to transmitter and studio leases; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (v) the Seller shall have delivered to the Buyers a certificate to the effect that each of the conditions specified above in Section 5(a)(i)-(iv) is satisfied in all respects; (vi) the Assignment Application shall have been approved by a Final Order of the FCC, all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Seller and the Buyers shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule; (vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment; (viii) the relevant parties shall have entered into the Post Closing Agreement; (ix) the relevant parties shall have entered into the Lease Agreement; (x) the Buyers shall have received from counsel to the Seller an opinion with respect to the matters set forth in Exhibit F attached hereto, addressed to the Buyers and dated as of the Closing Date; and (xi) all actions consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyers. The Buyers may waive any condition specified in this Section 5(a) if the Buyers execute a writing so stating at or prior to the Closing.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Buyers. The obligation of the Buyers each Buyer to consummate the transactions to be performed by the Buyers it in connection with the Closing is subject to satisfaction of the following conditions:
(ia) the The representations and warranties of the Seller set forth in Section 2 above shall Sections 3 and 4 of this Agreement will be true and correct in all material respects (except that those representations and warranties qualified by reference to Material Adverse Effect shall be true and correct in all respects) at and as of the Closing Date;
(iib) the The Seller shall will have performed and complied with all of its covenants hereunder contained in this Agreement in all material respects through the Closing;
(iiic) the Seller shall have procured all of the third party consents specified in Section 4(d) aboveThere will not be any injunction, including but not limited to those relating to transmitter and studio leases;
(iv) no actionjudgment, suit, Order or proceeding shall be pending or threatened before any court or quasijudicial or administrative agency decree of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent Governmental Authority in effect preventing the consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(vd) the The Seller shall will have executed and delivered to the Buyers a certificate to the effect that each of the conditions specified above in Section 5(a)(i)-(iv8.1(a) to (c) above is satisfied in all respects;
(vie) the Assignment Application shall have been approved by a Final Order of the FCC, all All applicable waiting periods (and any extensions thereofextensions) under the Xxxx-Xxxxx-Xxxxxx HSR Act shall will have expired or otherwise been terminated and the Seller and the Buyers shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Scheduleterminated;
(viif) The Buyers will have procured all of the Buyers’ Required Consents, in form and substance reasonably satisfactory to that Buyer, the Exelon Consent shall have been executed and delivered by all parties to it, and Exelon shall have delivered such consents and agreements with Persons to which the Buyers shall have completed or the Buyers' review Company pledge, assign, or grants a security interest in its right, title, and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses interest in and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers Exelon Agreements (as defined in the Buyers' sole judgmentExelon Consent) in customary form that such Persons reasonably may request in connection with any financing that will close at or promptly after the Closing and that do not adversely affect Exelon’s rights under the Exelon Agreements;
(viiig) The Buyers will have procured all of the relevant parties shall have entered into the Post Closing AgreementBuyers’ Required Regulatory Approvals, in form and substance reasonably satisfactory to that Buyer;
(ixh) There will not have occurred any Material Adverse Effect between the relevant parties shall have entered into date of this Agreement and the Lease AgreementClosing;
(xi) the Buyers shall The Seller will have received from counsel to the Seller an opinion with respect to the matters set forth in Exhibit F attached heretodelivered a certificate of incumbency, addressed to the Buyers and dated as of the Closing Date; and, as to the officers and other personnel of the Seller executing this Agreement and any certificate, instrument or document to be delivered by the Seller at the Closing;
(xij) all actions The Seller will have delivered a certified copy of resolutions authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by this Agreement;
(k) The Seller will have executed and delivered to each of the Buyers a non-foreign affidavit as described in Section 1445(b)(2) of the Code and the regulations thereunder, in form and substance reasonably satisfactory to the Buyers;
(l) The Seller will have delivered to the Buyers written resignations of all of the incumbent officers, directors or individuals holding similar positions of the Company;
(m) The Seller shall have provided to the Buyers, at its sole cost and expense; the Updated Title Policy and (ii) an update and recertification of the survey of the Owned Real Property dated February 27, 2003 by Xxxx & Xxxxx Corp. to a date not more than 30 days prior to the Closing Date with such certification addressed to the Company, Chicago Title Insurance Company and any lenders or other parties as the Buyers may designate by notice to the Seller no later than five days prior to the Closing;
(n) The Seller will have delivered to the Buyers the documents and agreements contemplated by this Agreement to be delivered by the Seller at the Closing;
(o) The Seller shall have delivered an opinion of Xxxx, Plant, Xxxxx, Xxxxx & Xxxxxxx, P.A., and Winston & Xxxxxx LLP to the effect of Sections 3.1, 3.2, 3.3, 3.4, 4.1, 4.2, 4.3, 4.4 and 4.20, subject to customary assumptions, officer’s certificates and exceptions;
(p) Exelon shall have a credit rating of at least BBB from Standard & Poor’s Rating Service, a division of The XxXxxx-Xxxx Companies, Inc., and at least Baa2 from Xxxxx’x Investors Service, Inc.;
(q) The Seller shall have delivered evidence of compliance with Section 6.8 reasonably satisfactory in form and substance to that Buyer;
(r) The Seller shall have delivered evidence, reasonably satisfactory in form and substance to that Buyer, of the full and irrevocable release of the Company from any and all obligations under the Existing Debt Documents and of the Interests, the Site, the Facility, the Energy Services Conversion Agreement and all other assets of the Company from all Encumbrances arising under or relating to the Existing Debt Documents, including the releases described in Section 9.08(a) of the Security and Intercreditor Agreement; and
(s) All actions to be taken by the Seller in connection with consummation of the contemplated transactions and all certificates, opinions, instruments, instruments and other documents required to effect the these transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyersthat Buyer. The Buyers Each Buyer may waive any condition specified in this Section 5(a) if the Buyers execute 8.1 by providing a writing so stating written waiver at or prior to the Closing.
Appears in 2 contracts
Samples: Purchase Agreement (Allegheny Energy Supply Co LLC), Purchase Agreement (Allegheny Energy Inc)
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) i. the representations and warranties set forth in Section 2 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date;
(ii) . the Seller Sellers shall have has performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) . the Seller Sellers shall have has procured all of the third party consents specified in Section 4(d) above (or taken such action to Buyers' satisfaction as will provide the full benefits of such contracts, agreements or arrangements to Buyer) and all of the title insurance commitments (and endorsements), Surveys and environmental site assessments described in Section 4(o) above, including but not limited to those relating to transmitter and studio leases;
(iv) . no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the parties if such transactions is consummated, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) adversely affect adversely the right of the Buyers to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) v. the Seller Sellers shall have has delivered to the Buyers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 5(a)(i)-(ivSections 5(a)(I) through (iv) is satisfied in all respects;
(vi) . the Assignment Application shall have has been approved by a Final Order of the FCC, all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have has expired or otherwise been terminated and the Seller terminated, and the Buyers shall have has received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) . the relevant parties shall have has entered into the Post Closing Postclosing Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(x) viii. the Buyers shall have has received from counsel to the Seller Sellers an opinion with respect to the matters set forth in Exhibit F E attached hereto, addressed to the Buyers and their lender and dated as of the Closing Date;
ix. the Parties shall has agreed to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with an allocation schedule to be delivered at closing; and
x. The Parties shall has entered into a lease with terms reasonably acceptable to each party, providing for the lease to Buyers, for a period of twelve months from the Closing Date, of the Stations studios and the KLXX (AM) transmitter site. The lease shall be without rent, except that during the term of the lease Buyers will pay directly or reimburse Sellers within five (5) days for all out-of-pocket costs relating to its occupation of the leased premises, including but not limited to power and utility costs, real estate and other taxes, maintenance and other costs.
xi) . all actions to be taken by the Sellers in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyers. The Buyers may waive any condition specified in this Section 5(a) if the Buyers execute a writing so stating at or prior to the Closing.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) i. the representations and warranties set forth in Section 2 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date;
(ii) . the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) . the Seller shall have procured all of the third party consents specified in Section 4(d) above and all of the title insurance commitments (and endorsements)described in Section 4(n) above, including but not limited to those relating to transmitter and studio leases;
(iv) . no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the parties if such transactions are consummated, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) v. the Seller shall have delivered to the Buyers a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in Section 5(a)(i)-(ivSections 5(a)(i) through (iv) is satisfied in all respectsrespects (including a certificate that the Acquired Assets are being sold and transferred free and clear of all liens, encumbrances and claims, and that any such outstanding liens, encumbrances and claims which exist prior to Closing shall be satisfied from Closing proceeds);
(vi) . each of the Assignment Application Applications shall have been approved by a Final Order of the FCC, FCC all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Seller and the Buyers shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) the relevant parties shall have entered into the Post Closing Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(x) . the Buyers shall have received from counsel to the Seller an opinion with respect to the matters set forth in Exhibit F C attached hereto, addressed to the Buyers and its lender and dated as of the Closing Date; and
(xi) all actions consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyers. The Buyers may waive any condition specified in this Section 5(a) if the Buyers execute a writing so stating at or prior to the Closing.;
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 2 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) the Seller shall have procured all of the third party consents specified in Section 4(d) above, including but not limited to those relating to transmitter the Tower Lease, the title insurance commitment and studio leasesendorsement specified in Section 4(o) above, and the Survey specified in section 4(p) above;
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) the Seller shall have delivered to the Buyers a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in Section 5(a)(i)-(iv) is satisfied in all respects;
(vi) the Assignment Application shall have been approved by a Final Order of the FCC, all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Seller and the Buyers shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers relevant Parties shall have completed entered into the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgmentPostclosing Agreement;
(viii) the relevant parties Seller shall have entered into delivered to the Post Buyers, pursuant to Section 4(f), a list of the Advertising Contracts and the daily value any outstanding balance of such Advertising Contracts as of the Closing AgreementDate;
(ix) the relevant parties shall have entered into the Lease Agreement;
(x) the Buyers shall have received from counsel to the Seller an opinion with respect to the matters set forth in Exhibit F G attached hereto, addressed to the Buyers and dated as of the Closing Date; and
(xix) all actions consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyers. The Buyers may waive any condition specified in this Section 5(a) if the Buyers execute a writing so stating at or prior to the Closing.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) i. the representations and warranties set forth in Section 2 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date;
(ii) . the Seller Sellers shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) . the Seller Sellers shall have procured all of the third party consents specified in Section 4(d) above, including but not limited to those relating to transmitter and studio leases;
(iv) . no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasijudicial or administrative agency of any federalxxxxxxx, statexxxxx, localxxxxx, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the parties if such transactions are consummated, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely in a material adverse manner the right of the Buyers to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) v. the Seller Sellers shall have delivered to the Buyers a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in Section 5(a)(i)-(ivSections 5(a)(i) through (iv) is satisfied in all respects;
vi. all of the title insurance commitments (viand endorsements), Surveys and environmental site assessments as required under Section 4(n) and not previously waived by Buyers above shall have been received by Buyers;
vii. the Assignment Application shall have been approved by a Final Order of the FCC, all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Seller FCC and the Buyers shall have received all governmental approvals required to transfer assign all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) . the relevant parties shall have entered into the Post Closing Noncompetition Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(x) . the Buyers shall have received from counsel to the Seller Sellers an opinion with respect to the matters set forth in Exhibit F attached hereto, addressed to the Buyers and its lender and dated as of the Closing Date;
x. the Parties shall have agreed to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with an allocation schedule to be delivered at Closing; and
(xi) . all actions to be taken by the Sellers in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyers. The Buyers may waive any condition specified in this Section 5(a) if the Buyers execute a writing so stating at or prior to the Closing.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions, any of which may be waived in writing by Buyers:
(i) i. the representations and warranties set forth in Section 2 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date;
(ii) . the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) . the Seller shall have procured all of the third party consents specified in Section 4(d) above, including but not limited to those relating to transmitter and studio leases;
(iv) . no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the parties if such transactions are consummated, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) v. the Seller shall have delivered to the Buyers a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in Section 5(a)(i)-(ivSections 5(a)(i) through (iv) is satisfied in all respects;
(vi) . each of the Assignment Application Applications shall have been approved by a Final Order of the FCC, FCC all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Seller and the Buyers shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) . the relevant parties shall have entered into the Post Closing Postclosing Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(x) viii. the Buyers shall have received from counsel to the Seller an opinion with respect to the matters set forth in Exhibit F attached hereto, addressed to the Buyers and its lender and dated as of the Closing Date;
ix. the Buyers, shall, within fourteen (14) days after the date hereof (the "Diligence Period"), be satisfied as to the results of their examination and due diligence review referred to in Section 4(k) hereof. If, within the Diligence Period, Buyers do not deliver to Seller a written notice terminating this Agreement in regard to the contingency described in this Section 5(a) (ix), then the contingency set forth in this Section 5(a) (ix) shall be deemed waived by Buyers;
x. the Parties shall have agreed to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with an allocation schedule to be delivered during the Diligence Period (provided, however, that if the parties fail to agree on such an allocation within the Diligence Period, this condition shall be waived); and
(xi) . all actions to be taken by the Seller in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyers. The Buyers may waive any condition specified in this Section 5(a) if the Buyers execute a writing so stating at or prior to the Closing.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 2 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) the Seller shall have procured all of the third party consents specified in Section 4(d) above, including but not limited to those relating to transmitter and studio leases, all of the title insurance commitments (and endorsements), Surveys and environmental site assessments described in Section 4(o) above;
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasijudicial quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers Buyer to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) the Seller shall have delivered to the Buyers Buyer a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in Section 5(a)(i)-(iv5(a)(i)(iv) is satisfied in all respects;
(vi) each of the Assignment Application Applications shall have been approved by a Final Order of the FCC, all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated FCC and the Seller and the Buyers Buyer shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers relevant parties shall have completed entered into the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgmentPostclosing Agreement;
(viii) the relevant parties shall have entered into the Post Closing Tower Lease Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(x) the Buyers Buyer shall have received from counsel to the Seller an opinion with respect to the matters set forth in Exhibit F attached hereto, addressed to the Buyers Buyer and dated as of the Closing Date; and
(xix) all actions to be taken by the Seller in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the BuyersBuyer. The Buyers Buyer may waive any condition specified in this Section 5(a) if the Buyers execute it executes a writing so stating at or prior to the Closing.
Appears in 2 contracts
Samples: Program Service and Time Brokerage Agreement (Cumulus Media Inc), Program Service and Time Brokerage Agreement (Cumulus Media Inc)
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 2 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date;
(ii) the Seller Sellers shall have performed and complied with all of its the Sellers' covenants hereunder in all material respects through the Closing;
(iii) the Seller Sellers shall have procured all of the third party consents specified in Section 4(d) above, including but not limited to those relating to transmitter and studio leases, and all of the title insurance commitments (and endorsements), Surveys and environmental site assessments described in Section 4(o) above;
(iv) no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasijudicial quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the parties if such transactions are consummated, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) the Seller Sellers shall have delivered to the Buyers a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in Section 5(a)(i)-(ivSections 5(a)(i) through (iv) is satisfied in all respectsrespects and the statements contained in such certificate shall be deemed a warranty of the Sellers which shall survive the Closing;
(vi) each of the Assignment Application Applications shall have been approved by a Final Order of the FCC, all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Seller FCC and the Buyers shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) the relevant parties shall have entered into the Post Closing Postclosing Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(xviii) the Buyers shall have received from counsel to the Seller Sellers an opinion with respect to the matters set forth in Exhibit F attached hereto, addressed to the Buyers and the Buyers' lender and dated as of the Closing Date;
(ix) The Buyers shall, within twenty (20) days after the date hereof, be satisfied as to the results of their examination and due diligence review referred to in Section 4(l) hereof. If, within twenty (20) days after the date hereof, Buyers do not deliver to sellers a written notice terminating this Agreement in regard to the contingency described in this Section 5(a)(ix), then the contingency set forth in this Section 5(a)(ix) shall be deemed waived by Buyers; and
(xix) all actions to be taken by the Sellers in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyers. The In the event that any of the foregoing conditions to Closing shall not have been satisfied, as of the Closing Date, the Buyers shall provide written notice to the Sellers of the specific condition(s) that have not been satisfied and the Closing shall be postponed until they are satisfied, provided, however, that if the conditions so specified are not satisfied within ten (10) days after Buyers' notice is received, Buyers may waive elect to (A) terminate this Agreement without liability to the Sellers, or (B) consummate the transactions contemplated herein despite such failure. If the Buyers elect to consummate the transactions described herein, not withstanding breach of any condition specified provision of this Agreement by the Sellers (including, without limitation, any breach arising as a result of the failure of the Sellers to execute and/or deliver any item described in this Section 5(a) if )), the Buyers execute a writing so stating at or prior may seek appropriate remedies for any and all damages, costs and expenses incurred by the Buyers by reason of such breach including, without limitation, indemnification pursuant to the ClosingSection 7(b), below.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) i. the representations and warranties set forth in Section 2 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date;
(ii) . the Seller Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing;
(iii) . the Seller Sellers shall have procured all of the third party consents specified in Section 4(d) above and all of the title insurance commitments (and endorsements), surveys and environmental assessments described in Section 4(n) above, including but not limited to those relating to transmitter and studio leases;
(iv) . no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the parties if such transactions are consummated, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) v. the Seller Sellers shall have delivered to the Buyers a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in Section 5(a)(i)-(ivSections 5(a)(i) through (iv) is satisfied in all respects;
(vi) . each of the Assignment Application Applications shall have been approved by a Final Order of the FCC, FCC all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Seller and the Buyers shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) the relevant parties shall have entered into the Post Closing Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(x) . the Buyers shall have received from counsel to the Seller Sellers an opinion with respect to the matters set forth in Exhibit F C attached hereto, addressed to the Buyers and its lender and dated as of the Closing Date; and
(xi) all actions consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyers. The Buyers may waive any condition specified in this Section 5(a) if the Buyers execute a writing so stating at or prior to the Closing.;
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 2 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) the Seller shall have procured all of the third party consents specified in Section 4(d) above, including but not limited to those relating to transmitter and studio leases, and all of the title insurance commitments (and endorsements), Surveys and environmental site assessments described in Section 4(o) above;
(iv) no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasijudicial quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the parties if such transactions are consummated, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers Buyer to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) the Seller shall have delivered to the Buyers Buyer a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in Section 5(a)(i)-(ivSections 5(a)(i) through (iv) is satisfied in all respectsrespects and the statements contained in such certificate shall be deemed a warranty of the Seller which shall survive the Closing;
(vi) each of the Assignment Application Applications shall have been approved by a Final Order of the FCC, all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated FCC and the Seller and the Buyers Buyer shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) the relevant parties shall have entered into the Post Closing Postclosing Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(xviii) the Buyers shall have received from counsel to the Seller an opinion with respect to the matters set forth in Exhibit F attached hereto, addressed to the Buyers and its lender and dated as of the Closing Date; and
(xiix) the Buyers shall, within thirty (30) days after the date hereof, be satisfied as to the results of their examination and due diligence review referred to in Section 4(l) hereof. If, within thirty (30) days after the date hereof, Buyers do not deliver to Seller a written notice terminating this Agreement in regard to the contingency described in this Section 5(a) (ix), then the contingency set forth in this Section 5(a) (ix) shall be deemed waived by Buyers; and
(x) all actions to be taken by the Seller in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the BuyersBuyer. The In the event that any of the foregoing conditions to Closing shall not have been satisfied, the Buyers may waive elect to (i) terminate this Agreement without liability to the Seller, or (ii) consummate the transactions contemplated herein despite such failure. Regardless of whether the Buyers elect to terminate this Agreement or consummate the transactions described herein, if such failure shall be as a result of a breach of any condition specified provision of this Agreement by the Seller (including, without limitation, any breach arising as a result of the failure of the Seller to execute and/or deliver any item described in this Section 5(a) if ), the Buyers execute a writing so stating at or prior may seek appropriate remedies for any and all damages, costs and expenses incurred by the Buyers by reason of such breach including, without limitation, indemnification pursuant to the ClosingSection 7, below.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 2 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) the Seller shall have procured all of the third party consents specified in Section 4(d4(e) above, including but not limited to those relating to transmitter and studio leases, all of the title insurance commitments, and endorsements specified in Section 4(p) above, and all Surveys specified in section 4(q) above;
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) the Seller shall have delivered to the Buyers a certificate (without further qualification as to knowledge or materiality or otherwise except to the extent qualified in the representations and warranties of the Seller in Section 2) to the effect that each of the conditions specified above in Section 5(a)(i)-(iv) is satisfied in all respects;
(vi) the Assignment Application shall have been approved by a Final Order of the FCC, all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Seller and the Buyers shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers relevant parties shall have completed entered into the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgmentLease Agreements;
(viii) the relevant parties shall have entered into the Post Closing Option Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(x) the Buyers shall have received from counsel to the Seller an opinion with respect to the matters set forth in Exhibit F E attached hereto, addressed to the Buyers and dated as of the Closing Date; and;
(x) Mr. Xxxxx Xxxxxx shall have entered into the Noncompetition Agreement;
(xi) all actions consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyers. ;
(xii) in the event that the transactions contemplated by the Stock Purchase Agreement have closed prior to Closing, Seller shall have transferred the stock acquired thereunder and assigned any and all rights acquired pursuant to the Stock Purchase Agreement; and
(xiii) in the event that the transactions contemplated by the Stock Purchase Agreement have not closed prior to Closing, Seller shall have executed the Assignment of Purchase Rights in the form attached hereto as Exhibit I. The Buyers may waive any condition specified in this Section 5(a) if the Buyers execute a writing so stating at or prior to the Closing.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 2 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) the Seller shall have procured all of the third party consents specified in Section 4(d) above, including but not limited to those relating to transmitter and studio leases, and all of the title insurance commitments (and endorsements), Surveys and environmental site assessments described in Section 4(o) above;
(iv) no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasijudicial quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the parties if such transactions are consummated, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers Buyer to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) the Seller shall have delivered to the Buyers Buyer a certificate (without qualification as to knowledge or materiality or otherwise except as specifically provided in a particular representation in Section 2 above) to the effect that each of the conditions specified above in Section 5(a)(i)-(ivSections 5(a)(i) through (iv) is satisfied in all respectsrespects and the statements contained in such certificate shall be deemed a warranty of the Seller which shall survive the Closing;
(vi) the Assignment Application shall have been approved by a Final Order of the FCC, all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated FCC and the Seller and the Buyers Buyer shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) the relevant parties shall have entered into the Post Closing Postclosing Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(xviii) the Buyers shall have received from counsel to the Seller an opinion with respect to the matters set forth in Exhibit F attached hereto, addressed to the Buyers and its lender and dated as of the Closing Date; and
(xiix) all actions to be taken by the Seller in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the BuyersBuyer;
(x) the Seller shall have conveyed to Buyers the Acquired Assets as described in Section 1. The In the event that any of the foregoing conditions to Closing shall not have been satisfied, the Buyers may waive elect to (i) terminate this Agreement without liability to the Seller, or (ii) consummate the transactions contemplated herein despite such failure. Regardless of whether the Buyers elect to terminate this Agreement or consummate the transactions described herein, if such failure shall be as a result of a breach of any condition specified provision of this Agreement by the Seller (including, without limitation, any breach arising as a result of the failure of the Seller to execute and/or deliver any item described in this Section 5(a) if ), the Buyers execute a writing so stating at or prior may seek appropriate remedies for any and all damages, costs and expenses incurred by the Buyers by reason of such breach including, without limitation, indemnification pursuant to the ClosingSection 7, below.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) i. the representations and warranties set forth in Section 2 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date;
(ii) . the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) . the Seller shall have procured all of the third party consents specified in Section 4(d) above, including but not limited to those relating to transmitter and studio leasesall of the title insurance commitments (and endorsements), Surveys and environmental site assessments described in Section 4(n) above shall have been procured;
(iv) . no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the parties if such transactions are consummated, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) v. the Seller shall have exercised its option to purchase WWFN-FM, licensed to Lake City, South Carolina;
vi. the Seller shall have delivered to the Buyers a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in Section 5(a)(i)-(ivSections 5(a)(i) through (iv) is satisfied in all respects;
(vi) vii. each of the Assignment Application Applications shall have been approved by a Final Order of the FCC, all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Seller and the Buyers shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) . the relevant parties shall have entered into the Post Closing Postclosing Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(x) . the Buyers shall have received from counsel to the Seller an opinion with respect to the matters set forth in Exhibit F E attached hereto, addressed to the Buyers and its lender and dated as of the Closing Date;
x. the Parties shall have agreed to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with a mutually agreeable allocation schedule to be delivered at closing; and
(xi) . all actions to be taken by the Seller in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyers. The Buyers may waive any condition specified in this Section 5(a) if the Buyers execute a writing so stating at or prior to the Closing.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) i. the representations and warranties set forth in Section 2 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date;
(ii) . the Seller Sellers shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) . the Seller Sellers shall have procured all of the third party consents specified in Section 4(d) above and all of the title insurance commitments (and endorsements), Surveys and environmental site assessments described in Section 4(o) above, including but not limited to those relating to transmitter and studio leases;
(iv) . no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the parties if such transactions are consummated, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) v. the Seller Sellers shall have delivered to the Buyers a certificate (without qualification as to knowledge or materiality or otherwise except as otherwise provided in the specific representation under Section 2) to the effect that each of the conditions specified above in Section 5(a)(i)-(ivSections 5(a)(i) through (iv) is satisfied in all respects;
(vi) . each of the Assignment Application Applications shall have been approved by a Final Order of the FCC, FCC all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Seller and the Buyers shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) . the relevant parties shall have entered into the Post Closing Postclosing Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(x) viii. the Buyers shall have received from counsel to the Seller Sellers an opinion with respect to the matters set forth in Exhibit F attached hereto, addressed to the Buyers and its lender and dated as of the Closing Date;
ix. the Parties shall have agreed to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with an allocation schedule to be delivered at closing; and
(xi) x. all actions to be taken by the Sellers in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyers. The Buyers may waive any condition specified in this Section 5(a) if the Buyers execute a writing so stating at or prior to the Closing.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section SECTION 2 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) the Seller shall have procured all of the third party consents specified in Section 4(dSECTION 4(D) above, including but not limited to those relating to transmitter and studio leases, and all of the title insurance commitments (and endorsements), Surveys and environmental site assessments described in SECTION 4(O) above have been obtained;
(iv) no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasijudicial quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the parties if such transactions are consummated, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers Buyer to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) the Seller shall have delivered to the Buyers Buyer a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in Section 5(a)(i)-(ivSECTIONS 5(A)(I) THROUGH (IV) is satisfied in all respectsrespects and the statements contained in such certificate shall be deemed a warranty of the Seller which shall survive the Closing;
(vi) each of the Assignment Application Applications shall have been approved by a Final Order of the FCC, all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated FCC and the Seller and the Buyers Buyer shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) the relevant parties shall have entered into the Post Closing Postclosing Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(x) the Buyers shall have received from counsel to the Seller an opinion with respect to the matters set forth in Exhibit F attached hereto, addressed to the Buyers and dated as of the Closing Date; and
(xiviii) all actions to be taken by the Seller in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the BuyersBuyer. The In the event that any of the foregoing conditions to Closing shall not have been satisfied, the Buyers may waive elect to (i) terminate this Agreement without liability to the Seller, or (ii) consummate the transactions contemplated herein despite such failure. Regardless of whether the Buyers elect to terminate this Agreement or consummate the transactions described herein, if such failure shall be as a result of a breach of any condition specified provision of this Agreement by the Seller (including, without limitation, any breach arising as a result of the failure of the Seller to execute and/or deliver any item described in this Section 5(a) if SECTION 5(A), the Buyers execute a writing so stating at or prior may seek appropriate remedies for any and all damages, costs and expenses incurred by the Buyers by reason of such breach including, without limitation, indemnification pursuant to the ClosingSECTION 7, below.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) i. the representations and warranties set forth in Section 2 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date;
(ii) . the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) . the Seller shall have procured all of the third party consents specified in Section 4(d) above and all of the title insurance commitments (and endorsements), Surveys and environmental site assessments described in Section 4(o) above, including but not limited to those relating to transmitter and studio leases;
(iv) no . No suit, action, suit, claim or governmental proceeding shall be pending or threatened before any court against, and no order, decree or quasijudicial or administrative agency judgment of any federalcourt, stateagency or other governmental authority shall have been rendered against, localany party hereto that Buyers in good faith believe would render it unlawful, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any as of the transactions contemplated by this AgreementClosing Date, (B) cause any of to effect the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);accordance with its terms.
(v) v. the Seller shall have delivered to the Buyers a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in Section 5(a)(i)-(ivSections 5(a)(i) through (iv) is satisfied in all respects;
(vi) . each of the Assignment Application Applications shall have been approved by a Final Order of the FCC, FCC and all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Seller and the Buyers shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Scheduleterminated;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) . the relevant parties shall have entered into the Post Closing Indemnification Escrow Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(x) viii. the Buyers shall have received from counsel to the Seller an opinion with respect to the certain matters set forth in Exhibit F attached heretoto be agreed between Buyers and Seller, addressed to the Buyers and its lender and dated as of the Closing Date;
ix. the Parties shall have agreed to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with an allocation schedule to be delivered at closing; and
(xi) x. all actions to be taken by the Seller in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyers. The Buyers may waive any condition specified in this Section 5(a) if the Buyers execute a writing so stating at or prior to the Closing.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 2 above shall be true and correct in all material Material respects at and as of the Closing Date;
(ii) the Seller Sellers shall have performed and complied with all of its covenants hereunder in all material Material respects through the Closing;
(iii) the Seller Sellers shall have procured all of the third party consents specified in Section 4(d) above, including but not limited to those relating to transmitter and studio leases, all of the title insurance commitments, and endorsements specified in Section 4(o) above, and all Surveys specified in section 4(p) above;
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) the each Seller shall have delivered to the Buyers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 5(a)(i)-(iv) is satisfied in all respects;
(vi) the Assignment Application shall have been approved by a Final Order of the FCC, all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Seller Sellers and the Buyers shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) the relevant parties shall have entered into the Post Closing Postclosing Agreement;
(ixviii) the relevant parties Sellers shall have entered into assigned to the Lease AgreementBuyers (and IQ Radio, Inc. shall have consented in writing to such assignment), all of the Sellers' right, title and interest in, to and under the Purchase Option;
(xix) the Buyers shall have received from counsel to the Seller Sellers an opinion with respect to the matters set forth in Exhibit F attached hereto, addressed to the Buyers and dated as of the Closing Date; and
(xix) all actions consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyers. The Buyers may waive any condition specified in this Section 5(a) if the Buyers execute a writing so stating at or prior to the Closing.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 2 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) the Seller shall have procured all of the third party consents specified required by Section 4(d), above, and the Buyer shall have received the title insurance commitments (and endorsements) and Surveys described in Section 4(d) 4(o), above, including but not limited to those relating to transmitter and studio leases;
(iv) no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasijudicial quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the parties if such transactions are consummated, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) Materially affect adversely the right of the Buyers to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) the Seller shall have delivered to the Buyers a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in Section 5(a)(i)-(ivSections 5(a)(i) is and 5(a)(ii) are satisfied in all respectsrespects and the statements contained in such certificate shall be deemed a warranty of the Seller which shall survive the Closing;
(vi) each of the Assignment Application Applications shall have been approved by a Final Order of the FCC, all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Seller FCC and the Buyers shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) the relevant parties shall have entered into the Post Post-Closing Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(xviii) the Buyers shall have received from counsel to the Seller an opinion with respect to the matters set forth in Exhibit F attached hereto, addressed to the Buyers and its lender and dated as of the Closing Date;
(ix) the Buyers shall, within thirty (30) days after the date hereof, be satisfied that their examination and due diligence review referred to in Section 4(l) hereof does not reveal any conditions which were not disclosed in this Agreement and may result in a Material Adverse Effect. If, within thirty (30) days after the date hereof, Buyers do not deliver to Seller a written notice terminating this Agreement in regard to the contingency described in this Section 5(a)(ix), then the contingency set forth in this Section 5(a)(ix) shall be deemed waived by Buyers;
(x) the Seller shall have delivered to the Buyers all items required to be delivered thereby under Section 1(e), above; and
(xi) all actions consummation the Buyers shall have received a landlord estoppel, consent and waiver letter for each parcel of Real Estate subject to a Lease, duly executed by the owner of the Real Estate, in a form satisfactory to the Buyers' lenders which are financing the transaction contemplated hereby. In the event that any of the conditions set forth in subsections 5(a)(i) or (ii) or (iv), above, are not satisfied and such failure does not or is not reasonably likely to have a Material Adverse Effect, Buyers acknowledge and agree that, notwithstanding the introductory sentence of this Section 5(a), they shall be required to consummate the transactions contemplated hereby and all certificatesherein despite such failure; provided, opinionshowever, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyers. The that Buyers may waive still seek indemnification pursuant to Section 7, below, as hereinafter described. In the event that (i) any condition specified of the conditions set forth in subsections 5(a)(i) or (ii) or (iv) above, are not satisfied and such failure has or is reasonably likely to have a Material Adverse Effect, or (ii) any of the other conditions set forth in this Section 5(a) if are not satisfied, the Buyers execute a writing so stating at or prior may elect to (i) terminate this Agreement without liability to the ClosingBuyers, or (ii) consummate the transactions contemplated herein despite such failure. If any of the conditions to Closing set forth in this Section 5(a) are not satisfied and the Buyers elect or are required to consummate the transactions described herein, and if such failure (regardless of whether such failure is Material or has or is reasonably likely to have a Material Adverse Effect), shall be as a result of a breach of any representation, warranty, covenant or provision of this Agreement by the Seller (including, without limitation, any breach arising as a result of the failure of the Seller to execute and/or deliver any item described in this Section 5(a)), the Buyers may seek appropriate remedies for any and all damages, costs and expenses incurred by the Buyers by reason of such breach, including, without limitation, indemnification pursuant to Section 7, below. In the event that any of the conditions set forth in Sections 5(a)(iv), (vi), (ix) or (xi) are not satisfied and the transactions described herein are consummated, the failure of such condition shall not give rise to an indemnification claim by Buyer pursuant to Section 7, below, unless and to the extent that the event or the condition giving rise to such failure also constitutes a breach of a representation, warranty or covenant of the Seller set forth in Sections 2 or 4 hereof.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:: 20
(i) the representations and warranties set forth in Section 2 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) the Seller shall have procured all of the third party consents specified in Section 4(d) above, including but not limited to those relating to transmitter and studio leases;
(iv) no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasijudicial quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the parties if such transactions are consummated, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers Buyer to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) the Seller shall have delivered to the Buyers Buyer a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in Section 5(a)(i)-(ivSections 5(a)(i) through (iv) is satisfied in all respectsrespects and the statements contained in such certificate shall be deemed a warranty of the Seller which shall survive the Closing;
(vi) each of the Assignment Application Applications shall have been approved by a Final Order of the FCC, all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated FCC and the Seller and the Buyers Buyer shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) the relevant parties shall have entered into the Post Closing Transitional Services Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(xviii) the Buyers shall have received from counsel to the Seller an opinion with respect to the matters set forth in Exhibit F attached hereto, addressed to the Buyers and its lender and dated as of the Closing Date; and
(xiix) all actions to be taken by the Seller in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the BuyersBuyer. The In the event that any of the foregoing conditions to Closing shall not have been satisfied in all material respects, the Buyers may waive elect to (i) terminate this Agreement without liability to the Seller, or (ii) consummate the transactions contemplated herein despite such failure. Regardless of whether the Buyers elect to terminate this Agreement or consummate the transactions described herein, if such failure shall be as a result of a breach of any condition specified provision of this Agreement by the Seller (including, without limitation, any breach arising as a result of the failure of the Seller to execute and/or deliver any item described in this Section 5(a) if ), the Buyers execute a writing so stating at or prior may seek appropriate remedies for any and all damages, costs and expenses incurred by the Buyers by reason of such breach including, without limitation, indemnification pursuant to Section 7, below, subject, however, to the Closingdollar limitation on damages set forth in Section 7(e) hereof.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 2 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) the Seller shall have procured all of the material third party consents specified in Section 4(d) above, including but not limited to those relating to transmitter and studio leases, and all of the title insurance commitments (and endorsements), Surveys and environmental site assessments described in Section 4(o) above;
(iv) no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasijudicial quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the parties if such transactions are consummated, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers Buyer to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) the Seller shall have delivered to the Buyers Buyer a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in Section 5(a)(i)-(ivSections 5(a)(i) through (iv) is satisfied in all respectsrespects and the statements contained in such certificate shall be deemed a warranty of the Seller which shall survive the Closing;
(vi) each of the Assignment Application Applications shall have been approved by a Final Order of the FCC, all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated FCC and the Seller and the Buyers Buyer shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) the relevant parties shall have entered into the Post Closing Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(x) the Buyers shall have received from counsel to the Seller an opinion with respect to the matters set forth in Exhibit F attached hereto, addressed to the Buyers and dated as of the Closing Date; and
(xi) all actions consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyers. The Buyers may waive any condition specified in this Section 5(a) if the Buyers execute a writing so stating at or prior to the Closing.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) i. the representations and warranties set forth in Section 2 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date;
(ii) . the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) . the Seller shall have procured all of the third party consents specified in Section 4(d4(c) above, including but not limited and all of the title insurance commitments (and endorsements), Surveys and environmental site assessments described in Section 4(k) above shall have been procured to those relating to transmitter and studio leasesthe satisfaction of Buyers;
(iv) . no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the parties if such transactions are consummated, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) v. the Seller shall have delivered to the Buyers a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in Section 5(a)(i)-(ivSections 5(a)(i) through (iv) is satisfied in all respects;
(vi) . each of the Assignment Application Applications shall have been approved by a Final Order of the FCC, all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Seller terminated, and the Buyers shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) . the relevant parties shall have entered into the Post Closing Postclosing Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(x) viii. the Buyers shall have received from counsel to the Seller an opinion opinions with respect to the matters set forth in Exhibit F Exhibits E-1, E-2 and E-3 attached hereto, addressed to the Buyers and its lender and dated as of the Closing Date;
ix. the Parties shall have agreed to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with an allocation schedule to be delivered at closing; and
(xi) x. all actions to be taken by the Seller in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyers. The Buyers may waive any condition specified in this Section 5(a) if the Buyers execute a writing so stating at or prior to the Closing.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 2 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) the Seller shall have procured all of the third party consents specified in Section 4(d) above, including but not limited to those relating to transmitter and studio leases, and all of the title insurance commitments (and endorsements), Surveys and environmental site assessments described in Section 4(o) above;
(iv) no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasijudicial quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the parties if such transactions are consummated, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers Buyer to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) the Seller shall have delivered to the Buyers Buyer a certificate (without qualification as to knowledge or materiality or otherwise except as provided in the representation itself) to the effect that each of the conditions specified above in Section 5(a)(i)-(ivSections 5(a)(i) through (iv) is satisfied in all respectsrespects and the statements contained in such certificate shall be deemed a warranty of the Seller which shall survive the Closing;
(vi) each of the Assignment Application Applications shall have been approved by a Final Order of the FCC, all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated FCC and the Seller and the Buyers Buyer shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) the relevant parties shall have entered into the Post Closing Postclosing Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(xviii) the Buyers shall have received from counsel to the Seller an opinion with respect to the matters set forth in Exhibit F E attached hereto, addressed to the Buyers and its lender and dated as of the Closing Date; and
(xiix) all actions to be taken by the Seller in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the BuyersBuyer. The In the event that any of the foregoing conditions to Closing shall not have been satisfied, the Buyers may waive elect to (i) terminate this Agreement without liability to the Seller, or (ii) consummate the transactions contemplated herein despite such failure. Regardless of whether the Buyers elect to terminate this Agreement or consummate the transactions described herein, if such failure shall be as a result of a breach of any condition specified provision of this Agreement by the Seller (including, without limitation, any breach arising as a result of the failure of the Seller to execute and/or deliver any item described in this Section 5(a) if ), the Buyers execute a writing so stating at or prior may seek appropriate remedies for any and all damages, costs and expenses incurred by the Buyers by reason of such breach including, without limitation, indemnification pursuant to the ClosingSection 7, below.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Buyers. The obligation of each of the Buyers to consummate the transactions to be performed by the Buyers it in connection with the Closing is subject to satisfaction satisfaction, or waiver by each Buyer, of each of the following conditionsconditions on or prior to the Closing:
(i) 7.1.1 the representations and warranties set forth of the Seller as made by the Seller on the Effective Date (prior to any amendment or supplements of the schedules of Seller pursuant to Section 5.9) contained in Section 2 above this Agreement that are qualified by Material Adverse Effect shall be true and correct in all material respects at and the representations and warranties of the Seller as made by the Seller on the Effective Date (prior to any amendment or supplements of the schedules of Seller pursuant to Section 5.9) that are not so qualified shall be true and correct except to the extent the failure of such representations and warranties to be true and correct would not, in the aggregate, reasonably be expected to have a Material Adverse Effect, in each case, as of the date of this Agreement and as of the Closing Date, as though made again on and as of the Closing Date (except for any particular representations and warranties that speak as of a specific date or time, the truth and accuracy of which need only be measured as of such date and time);
(ii) 7.1.2 the Seller shall have performed and complied in all material respects with all of its covenants hereunder in all material respects covenants, agreements and conditions required by this Agreement to be performed or complied with by the Seller through the Closing;
7.1.3 there shall not be (iiii) the Seller shall have procured all of the third party consents specified in Section 4(d) aboveany injunction, including but not limited to those relating to transmitter and studio leases;
(iv) no actionpreliminary or otherwise, suit, or proceeding shall be pending or threatened before any court or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunctionruling, or charge would (A) prevent in effect prohibiting the consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (Cii) affect adversely the right pending or otherwise threatened any litigation or proceeding instituted by any Governmental Authority to restrain, prohibit or otherwise materially interfere with consummation of the Buyers to own, operate, transactions contemplated by this Agreement or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect)operation of the Business by Buyer as it is currently operated by the Seller;
(v) 7.1.4 the Seller shall have delivered to each of the Buyers a an officer’s certificate to the effect that each of the conditions specified above in Section 5(a)(i)-(iv) is Sections 7.1.1 and 7.1.2 are satisfied in all respects;
(vi) 7.1.5 all necessary filings and notifications under the Assignment Application HSR Act shall have been made and the waiting period referred to in such act applicable to the transactions contemplated by this Agreement shall have expired;
7.1.6 the Seller shall have fulfilled its obligations under Section 6.7.1 including the filing of a motion to amend the Global CAA Consent Decree and such amended Global CAA Consent Decree has been approved and entered by a Final Order the U.S. District Court for the District of Wyoming;
7.1.7 all consents and authorizations from Governmental Authorities specified in Schedule 7.1.7 required for the consummation of the FCC, all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act transactions contemplated by this Agreement shall have expired or otherwise been terminated obtained and remain in effect;
7.1.8 all consents and authorizations from Third Parties specified in Schedule 7.1.8 required for the Seller consummation of the transactions contemplated by this Agreement shall have been obtained and remain in effect;
7.1.9 each of the Buyers shall have received title insurance commitments (including copies of all governmental approvals required to transfer underlying exception documents) covering all other authorizationsof the Owned Real Property being acquired by the Buyer in question, consentseach of which shall be certified (in the case of abstracts) or with an effective date (in the case of title commitments) on or after September 30, 2009, and approvals of governments and governmental agencies set forth which shall reflect that title to the Owned Real Property is vested in the Disclosure Schedule;
(vii) Seller or an affiliated predecessor-in-interest of the Seller in fee simple, subject only to the standard exceptions and exclusions from coverage contained in the proposed policy of title insurance and those “Schedule B – Section II” exceptions to coverage contained in the final title insurance commitments received by the applicable Buyer prior to the issuance of such proposed policies that do not adversely affect the Buyers’ title in a material adverse way; provided, however, that the foregoing condition shall not be satisfied until such time that the Seller shall have provided to the Buyers shall have completed sufficient legal descriptions for each parcel of Owned Real Property and has identified each Easement that is appurtenant to the Buyers' review and verification of the Seller's Financial StatementsOwned Real Property, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results in each case that are reasonably satisfactory to the Buyers in and the Buyers' sole judgmentTitle Company; provided, further, that the identification of railroad crossing rights by reference to milepost numbers or by any other form of identification customarily used by railroads will be sufficient for the purposes of this Section 7.1.9;
(viii) the relevant parties shall have entered into the Post Closing Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(x) 7.1.10 each of the Buyers shall have received from counsel the deliveries to be received by the Seller an opinion with respect to the matters Buyers set forth in Exhibit F attached hereto, addressed Section 2.9.1;
7.1.11 from the Effective Date to the Closing, no Material Adverse Effect shall have occurred;
7.1.12 [intentionally omitted];
7.1.13 [intentionally omitted];
7.1.14 the Seller shall have complied with the requirements of Section 6.7.4 and the EPA debarment counsel shall have advised the Buyers and dated as in writing that he or she will recommend to the appropriate official that the Tulsa Refinery be removed from the “Excluded Parties List System” maintained by the U.S. General Services Administration;
7.1.15 the Seller shall have successfully completed the shutdown of the Closing DateFCC Unit, installation of all necessary tie-ins of the Environmental Compliance Projects and the return of the FCC Unit to its pre-shut down operational condition, and such FCC Unit is fully operational in all material respects, all in accordance with prudent industry standards; and
(xi) 7.1.16 the Seller has filed with the Federal Communication Commission all actions consummation necessary forms for the transfer of licenses identified in Schedule 2.1.8, items 19 and 20 and
7.1.17 the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory Seller has satisfied its obligations set forth in form and substance to the Buyers. The Buyers may waive any condition specified in this Section 5(a) if the Buyers execute a writing so stating at or prior to the Closing5.12.
Appears in 2 contracts
Samples: Asset Sale and Purchase Agreement (Holly Corp), Asset Sale and Purchase Agreement (Holly Energy Partners Lp)
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 2 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date;
(ii) the Seller Sellers shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) the Seller Sellers shall have procured all of the third party consents specified in Section 4(d) above, including but not limited to those relating to transmitter and studio leases;
(iv) no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasijudicial quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the parties if such transactions are consummated, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) the Seller Sellers shall have delivered to the Buyers Buyer a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in Section 5(a)(i)-(ivSections 5(a)(i) through (iv) is satisfied in all respectsrespects and the statements contained in such certificate shall be deemed a warranty of the Sellers which shall survive the Closing;
(vi) each of the Assignment Application Applications shall have been approved by a Final Order of the FCC, all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated FCC and the Seller and the Buyers Buyer shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) the relevant parties shall have entered into the Post Closing Postclosing Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(xviii) the Buyers shall have received from counsel to the Seller Sellers an opinion with respect to the matters set forth in Exhibit F attached hereto, addressed to the Buyers and its lender and dated as of the Closing Date; and, and with subject matter and language of the opinion of counsel to be subject to good faith negotiation;
(xi) all actions to be taken by the Sellers in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyers. The In the event that any of the foregoing conditions to Closing shall not have been satisfied, the Buyers may waive elect to (i) terminate this Agreement without liability to the Sellers, or (ii) consummate the transactions contemplated herein despite such failure. Regardless of whether the Buyers elect to terminate this Agreement or consummate the transactions described herein, if such failure shall be as a result of a breach of any condition specified provision of this Agreement by the Sellers (including, without limitation, any breach arising as a result of the failure of the Sellers to execute and/or deliver any item described in this Section 5(a) if ), the Buyers execute a writing so stating at or prior may seek appropriate remedies for any and all damages, costs and expenses incurred by the Buyers by reason of such breach including, without limitation, indemnification pursuant to the ClosingSection 7, below.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 2 above shall be true and correct in all material respects (without giving effect to any materiality qualifiers contained in such representations and warranties) at and as of the Closing Date as though made on and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects (without giving effect to any materiality qualifiers contained in such covenants) through the Closing;
(iii) the Seller shall have procured all of the third party consents specified in Section 4(d) above, including but not limited to those relating to transmitter and studio leases, and all of the title insurance commitments (and endorsements), Surveys and environmental site assessments described in Section 4(o) above;
(iv) no action, suit, investigation, inquiry or other proceeding shall be pending or or, to Seller's Knowledge, threatened before any court or quasijudicial quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon Buyers if such transactions are consummated, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers Buyer to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) the Seller shall have delivered to the Buyers Buyer a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in Section 5(a)(i)-(ivSections 5(a)(i) through (iv) is satisfied in all respects;
(vi) each of the Assignment Application Applications shall have been approved by a Final Order of the FCC, all applicable waiting periods (and any extensions thereof) under subject to the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated provisions of Section 4(r), and the Seller and the Buyers Buyer shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) the relevant parties shall have entered into the Post Closing Postclosing Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(xviii) the Buyers shall have received from counsel to the Seller an opinion with respect to the matters set forth in Exhibit F 5(a)(viii) attached hereto, addressed to the Buyers and its lender and dated as of the Closing Date; and;
(xiix) all actions consummation of the transactions contemplated hereby and all certificatesBuyers shall, opinionsby November 17, instruments1997, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance satisfied as to the Buyersresults of their examination and due diligence review referred to in Section 4(l) hereof. The If, on or prior to November 17, 1997, Buyers may waive any condition specified do not deliver to Seller a written notice terminating this Agreement in regard to the contingency described in this Section 5(a) if (ix), then the Buyers execute a writing so stating at or prior to contingency set forth in this Section 5(a) (ix) shall be deemed waived by Buyers; (x) the Closing.Acquired Assets shall be free and clear of all Security Interests;
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 2 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) the Seller shall have procured all of the third party consents specified in Section 4(d) above, including but not limited and all of the title insurance commitments (and endorsements), Surveys and environmental site assessments described in Section 4(o) above shall have been procured by Buyers to those relating to transmitter and studio leasestheir satisfaction;
(iv) no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the parties if such transactions are consummated, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) the Seller shall have delivered to the Buyers a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in Section 5(a)(i)-(ivSections 5(a)(i) through (iv) is satisfied in all respects;
(vi) each of the Assignment Application Applications shall have been approved by a Final Order of the FCC, FCC all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Seller and the Buyers shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) the relevant parties shall have entered into the Post Closing Postclosing Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(xviii) the Buyers shall have received from counsel to the Seller an opinion with respect to the matters set forth in Exhibit F E attached hereto, addressed to the Buyers and its lender and dated as of the Closing Date;
(ix) the Parties shall have agreed to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with an allocation schedule to be delivered at closing; and
(xix) all actions to be taken by the Seller in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyers. The Buyers may waive any condition specified in this Section 5(a) if the Buyers execute a writing so stating at or prior to the Closing.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 2 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) the Seller shall have procured all of the third party consents specified in Section 4(d) above and all of the title insurance commitments (and endorsements), Surveys and environmental site assessments described in Section 4(n) above, including but not limited to those relating to transmitter and studio leases;
(iv) no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the parties if such transactions are consummated, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) the Seller shall have delivered to the Buyers a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in Section 5(a)(i)-(ivSections 5(a)(i) through (iv) is satisfied in all respects;
(vi) each of the Assignment Application Applications shall have been approved by a Final Order of the FCC, FCC all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Seller and the Buyers shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) the relevant parties shall have entered into the Post Closing Postclosing Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(xviii) the Buyers shall have received from counsel to the Seller an opinion with respect to the matters set forth in Exhibit F D attached hereto, addressed to the Buyers and its lender and dated as of the Closing Date;
(ix) the Parties shall have agreed to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with an allocation schedule to be delivered at closing; and
(xix) all actions to be taken by the Seller in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyers. The Buyers may waive any condition specified in this Section 5(a) if the Buyers execute a writing so stating at or prior to the Closing.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 2 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) the Seller shall have procured all of the third party consents specified in Section 4(d) above, including but not limited to those relating to transmitter and studio leases, and all of the title insurance commitments (and endorsements), Surveys and environmental site assessments described in Section 4(o) above;
(iv) no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasijudicial quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the parties if such transactions are consummated, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers Buyer to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) the Seller shall have delivered to the Buyers Buyer a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in Section 5(a)(i)-(ivSections 5(a)(i) through (iv) is satisfied in all respectsrespects and the statements contained in such certificate shall be deemed a warranty of the Seller which shall survive the Closing;
(vi) each of the Assignment Application Applications shall have been approved by a Final Order of the FCC, all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated FCC and the Seller and the Buyers Buyer shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the if reasonably required by Buyers' review and verification of the Seller's Financial Statementslender, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) the relevant parties shall have entered into the Post Closing Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(x) the Buyers shall have received from counsel to the Seller an opinion with respect to the matters set forth in Exhibit F attached hereto, addressed to the Buyers and its lender and dated as of the Closing Date; and
(xiviii) the Buyers shall receive the approval of their Investment Committee for the transaction discussed herein. If, by 6:00 p.m. Central Standard Time on November 5, 1997, Buyers do not deliver to Seller a written notice terminating this Agreement in regard to the contingency described in this Section 5(a) (viii), then the contingency set forth in this Section 5(a) (viii) shall be deemed waived by Buyers; and
(ix) all actions to be taken by the Seller in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the BuyersBuyer. The In the event that any of the foregoing conditions to Closing shall not have been satisfied, the Buyers may waive elect to (i) terminate this Agreement without liability to the Seller, or (ii) consummate the transactions contemplated herein despite such failure. Regardless of whether the Buyers elect to terminate this Agreement or consummate the transactions described herein, if such failure shall be as a result of a breach of any condition specified provision of this Agreement by the Seller (including, without limitation, any breach arising as a result of the failure of the Seller to execute and/or deliver any item described in this Section 5(a) if )), the Buyers execute a writing so stating at or prior may seek appropriate remedies for any and all damages, costs and expenses incurred by the Buyers by reason of such breach including, without limitation, indemnification pursuant to the ClosingSection 7, below.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) i. the representations and warranties set forth in Section 2 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date;
(ii) . the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) . the Seller shall have procured all of the third party consents specified in Section 4(d) above and all of the title insurance commitments (and endorsements), Surveys and environmental site assessments described in Section 4(o) above, including but not limited to those relating to transmitter and studio leases;
(iv) . no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the parties if such transactions are consummated, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) v. the Seller shall have delivered to the Buyers a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in Section 5(a)(i)-(ivSections 5(a)(i) through (iv) is satisfied in all respects;
(vi) . each of the Assignment Application Applications shall have been approved by a Final Order of the FCC, FCC all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Seller and the Buyers shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) . the relevant parties shall have entered into the Post Closing Postclosing Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(x) viii. the Buyers shall have received from counsel to the Seller an opinion with respect to the matters set forth in Exhibit F attached hereto, addressed to the Buyers and its lender and dated as of the Closing Date;
ix. the Parties shall have agreed to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with an allocation schedule to be delivered at closing; and
(xi) x. all actions to be taken by the Seller in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyers. The Buyers may waive any condition specified in this Section 5(a) if the Buyers execute a writing so stating at or prior to the Closing.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) i. the representations and warranties set forth in Section 2 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date;
(ii) . the Seller Sellers shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) the Seller shall have procured . all of the third party consents specified in Section 4(d) aboveabove and all of the title insurance commitments (and endorsements), including but not limited to those relating to transmitter Surveys and studio leasesenvironmental site assessments described in Section 4(o) above shall have been procured by Buyers;
(iv) . no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the parties if such transactions are consummated, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) v. the Seller Sellers shall have delivered to the Buyers a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in Section 5(a)(i)-(ivSections 5(a)(i) through (iv) is satisfied in all respects;
vi. the Buyers shall, within sixty (vi60) days of the date hereof, be satisfied with their examination and due diligence review referred to in Section 4(j) above. If, within sixty (60) days after the date hereof, Buyers do not deliver a written notice terminating this Agreement in regard to the contingency described in this Section 5(a)(vi), then the contingency set forth in this Section 5(a)(vi) shall be deemed waived by Buyers;
vii. the Assignment Application shall have been approved by a Final Order of the FCC, all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Seller terminated, and the Buyers shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) . the relevant parties shall have entered into the Post Closing Postclosing Agreement;
(ix) . the relevant parties Parties shall have entered into agreed to allocate the Lease Agreement;
Purchase Price (xand all other capitalizable costs) among the Buyers shall have received from counsel Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with a formula which allocates approximately ninety percent (90%) of the Purchase Price to intangible assets, including the broadcast license, and the remainder to the Seller an opinion tangible assets associated with respect to the matters set forth in Exhibit F attached hereto, addressed to the Buyers and dated as of the Closing DateStation; and
(xi) x. all actions to be taken by the Sellers in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyers. The Buyers may waive any condition specified in this Section 5(a) if the Buyers execute a writing so stating at or prior to the Closing.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 2 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) the Seller shall have procured all of the third party consents specified in Section 4(d) aboveabove and identified by Buyers as material, including but not limited to those relating to transmitter and studio leases, and all of the title insurance commitments (and endorsements), Surveys and environmental site assessments described in Section 4(o) above;
(iv) no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasijudicial quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the parties if such transactions are consummated, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers Buyer to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) the Seller shall have delivered to the Buyers Buyer a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in Section 5(a)(i)-(ivSections 5(a)(i) through (iv) is satisfied in all respectsrespects and the statements contained in such certificate shall be deemed a warranty of the Seller which shall survive the Closing;
(vi) each of the Assignment Application Applications shall have been approved by a Final Order of the FCC, all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated FCC and the Seller and the Buyers Buyer shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) the relevant parties shall have entered into the Post Closing Postclosing Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(xviii) the Buyers shall have received from counsel to the Seller an opinion with respect to the matters set forth in Exhibit F attached hereto, addressed to the Buyers and its lender and dated as of the Closing Date; and
(xiix) all actions to be taken by the Seller in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the BuyersBuyer. The In the event that any of the foregoing conditions to Closing shall not have been satisfied, the Buyers may waive elect to (i) terminate this Agreement without liability to the Seller, or (ii) consummate the transactions contemplated herein despite such failure. Regardless of whether the Buyers elect to terminate this Agreement or consummate the transactions described herein, if such failure shall be as a result of a breach of any condition specified provision of this Agreement by the Seller (including, without limitation, any breach arising as a result of the failure of the Seller to execute and/or deliver any item described in this Section 5(a) if ), the Buyers execute a writing so stating at or prior may seek appropriate remedies for any and all damages, costs and expenses incurred by the Buyers by reason of such breach including, without limitation, indemnification pursuant to the ClosingSection 7, below.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Buyers. The Subject to Section 4(r), the obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 2 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) the Seller shall have procured all of the "material" third party consents specified in Section 4(d) above, including but not limited above and shall have delivered good title to those relating to transmitter and studio leasesthe Real Estate without conditions that could materially interfere with the operation of the Real Estate for the purpose of radio broadcasting;
(iv) except for the CID and/or any inquiry under the Hart-Xxxxx-Xxxxxx Xxx, no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the parties if such transactions are consummated, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect materially and adversely the right of the Buyers to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) the Seller shall have delivered to the Buyers a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in Section 5(a)(i)-(ivSections 5(a)(i) is and 5(a)(ii) are satisfied in all respects;
(vi) each of the Assignment Application Applications shall have been approved by a Final Order of the FCC, all applicable waiting periods (and any extensions thereof) under the XxxxHart-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Seller terminated, and the Buyers shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) the relevant parties shall have entered into the Post Post-Closing Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(xviii) the Buyers shall have received from counsel to the Seller an opinion with respect to the matters set forth in Exhibit F E attached hereto, addressed to the Buyers and its lender and dated as of the Closing Date;
(ix) the Seller shall have delivered to the Buyers all items required to be delivered thereby under Section 1(e) above; and
(xix) all actions consummation the Buyers shall have received a landlord estoppel, consent and waiver letter for each parcel of Real Estate subject to a Lease, duly executed by the owner of the Real Estate, in a form reasonably satisfactory to the Buyers' lenders which are financing the transaction contemplated hereby. In the event that any of the conditions set forth in subsections 5(a)(i), (ii), (iv), (v), (ix) or (x) above are not satisfied and such failure does not or is not reasonably likely to have a Material Adverse Effect, Buyers acknowledge and agree that, notwithstanding the introductory sentence of this Section 5(a), they shall be required to consummate the transactions contemplated hereby and all certificatesherein despite such failure; provided, opinionshowever, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyers. The that Buyers may waive still seek indemnification pursuant to Section 7, below, as hereinafter described. In the event that (i) any condition specified of the conditions set forth in subsections 5(a)(i), (ii), (iv), (v), (ix) or (x) above, are not satisfied and such failure has or is reasonably likely to have a Material Adverse Effect, or (ii) any of the other conditions set forth in this Section 5(a) if are not satisfied, the Buyers execute a writing so stating at or prior may elect to (i) terminate this Agreement without liability to the ClosingBuyers, or (ii) consummate the transactions contemplated herein despite such failure. If any of the conditions to Closing set forth in this Section 5(a) are not satisfied and the Buyers elect or are required to consummate the transactions described herein, and if such failure (regardless of whether such failure is material or has or is reasonably likely to have a Material Adverse Effect), shall be as a result of a breach of any representation, warranty, covenant or provision of this Agreement by the Seller (including, without limitation, any breach arising as a result of the failure of the Seller to execute and/or deliver any item described in this Section 5(a)), the Buyers may seek appropriate remedies for any and all damages, costs and expenses incurred by the Buyers by reason of such breach, including, without limitation, indemnification pursuant to Section 7, below, unless and to the extent that the event or the condition giving rise to such failure also constitutes a breach of a representation, warranty or covenant of the Seller set forth in Sections 2 or 4 hereof.
Appears in 1 contract
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 2 3(a) and Section 4 above shall will be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller shall Sellers will have performed and complied with all of its his covenants hereunder in all material respects through the Closing;
(iii) the Seller shall Company will have procured all of the third party consents specified in Section 4(d5(b) above, including but not limited to those relating to transmitter and studio leases;
(iv) no action, suit, or proceeding shall will be pending or threatened before any court or quasijudicial quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, stipulation, injunctionruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers to own, operateown the Shares and to control the Company, or control (D) affect adversely the Acquired Assets right of the Company to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, stipulation, injunctionruling, or charge shall will be in effect);
(v) the Seller shall Sellers will have delivered to the Buyers a certificate to the effect that (A) each of the conditions specified above in Section 5(a)(i)-(iv7(a)(i)-(iv) is satisfied in all respects, and (B) as of the Closing, the Company has no Liabilities or Indebtedness, except for Indebtedness or Liabilities that are being paid at or immediately after the Closing from proceeds received by the Sellers at the Closing;
(vi) the Assignment Application shall Buyers will have been approved by a Final Order received the resignations, effective as of the FCCtenth (10th) day following the filing by the Company of a Schedule 14f-1 information statement with the Securities and Exchange Commission, all applicable waiting periods (and any extensions thereof) under of the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and sole director of the Seller Company and the Buyers shall will have received all governmental approvals required to transfer all other authorizationsresignations as of the Closing, consents, of each officer of the Company and approvals the designees specified by the Buyers will have been appointed as officers and directors of governments and governmental agencies set forth in the Disclosure ScheduleCompany;
(vii) the Buyers shall there will not have completed the Buyers' review and verification of the Seller's Financial Statementsbeen any occurrence, the Buyers' review of the FCC Licenses and the Stationevent, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipmentincident, all with results satisfactory action, failure to the Buyers in the Buyers' sole judgmentact, or transaction since December 31, 2008 which has had or is reasonably likely to cause a Material Adverse Effect;
(viii) the relevant parties shall Buyers will have entered into completed its business, accounting and legal due diligence review of the Post Closing AgreementCompany, and the results thereof will not have revealed any material breach of this Agreement by Sellers or the Company, nor that any representation or warranty of Sellers or the Company in this Agreement is false in any material respect;
(ix) the relevant parties shall Buyers will have entered into received such pay-off letters and releases (including a release from Xxxxxx Xxxxxxx, a former officer and director of the Lease AgreementCompany, and Xxx Xxxxxxxxx, a former significant stockholder of the Company) relating to Indebtedness and Liabilities as it will have reasonably requested and such pay-off letters and releases will be in form and substance reasonably satisfactory to the Buyers;
(x) the Company will have delivered evidence reasonably satisfactory to Buyers shall of the Company’s corporate organization and proceedings and its existence in each jurisdiction in which it is incorporated or qualified to do business, including evidence of such existence as of the Closing and the Company will have delivered to the Buyers the Company’s original minute book and corporate seal and all other original corporate documents;
(xi) the Company will have filed all of the reports required to be filed under the Exchange Act during the 12 months preceding the Closing (or such shorter period as the Company was required to file such reports) and the Company will have otherwise met all of the requirements of Rule 144(c) of the Securities Act;
(xii) the Company will have maintained at and immediately after the Closing its status as a company whose Common Stock is quoted on the OTC Bulletin Board;
(xiii) the Buyers will have received from an opinion of counsel to the Seller an opinion with respect Sellers and the Company relating to the matters set forth in Exhibit F attached hereto, addressed this Agreement and such opinion will be in form and substance reasonably satisfactory to the Buyers Buyers;
(xiv) The Company will not have any operating assets or properties;
(xv) the Purchase Price and dated all outstanding Indebtedness as of the Closing Datewill be paid off in accordance with a disbursement letter to be mutually agreed upon by the Buyers and the Sellers and, after all payments are made in accordance with such disbursement letter, the Company will have no outstanding Liabilities or accrued expenses whatsoever; and
(xixvi) all actions to be taken by the Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyers. The Buyers may waive any condition specified in this Section 5(a7(a) if the Buyers execute a writing so stating at or prior to the Closing, and its delivery to Sellers of the things required in Section 2(e) will constitute Buyers’ declaration that all conditions precedent to its obligation to close have been satisfied.
Appears in 1 contract
Samples: Stock Purchase Agreement (Find the World Interactive, Inc.)
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) i. the representations and warranties set forth in Section 2 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date;
(ii) . the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) . the Seller shall have procured all of the third party consents specified in Section 4(d4(c) above and all of the title insurance commitments (and endorsements), Surveys and environmental site assessments described in Section 4(l) above, including but not limited to those relating to transmitter and studio leases;
(iv) . no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the parties if such transactions are consummated, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) v. the Seller shall have delivered to the Buyers a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in Section 5(a)(i)-(ivSections 5(a)(i) through (iv) is satisfied in all respects;
(vi) . each of the Assignment Application Applications shall have been approved by a Final Order of the FCC, FCC all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Seller and the Buyers shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) . the relevant parties shall have entered into the Post Closing Postclosing Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(x) viii. the Buyers shall have received from counsel to the Seller an one or more opinion letters with respect to the matters set forth in Exhibit F attached hereto, addressed to the Buyers and its lender and dated as of the Closing Date;
ix. the Parties shall have agreed to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with an allocation schedule to be delivered at closing; and
(xi) x. all actions to be taken by the Seller in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyers. The Buyers may waive any condition specified in this Section 5(a) if the Buyers execute a writing so stating at or prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate effect the transactions purchase of the Acquired Assets contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following additional conditions, except as may be performed waived by the Buyers in connection with the Closing is subject writing pursuant to satisfaction of the following conditionsSection 11.2:
(ia) There shall not have occurred since the date of this Agreement and be continuing a Material Adverse Effect or any events or conditions which are reasonably likely to have a Material Adverse Effect;
(b) The Seller Parties shall have performed and complied with in all material respects the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Seller Parties on or prior to the Closing Date;
(c) Each of the representations and warranties of the Seller Parties set forth in Section 2 above this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects at as of the date of this Agreement and as of the Closing Date, with the same effect as though such representations and warranties had been made on and as of the Closing Date, except that such representations and warranties that are made as of a specific date need only be true and correct as of such date;
(iid) Each of the representations and warranties of the Seller Parties that are qualified by materiality or Material Adverse Effect shall have performed be true and complied correct as of the date of this Agreement and as of the Closing Date, with all the same effect as though such representations and warranties had been made on and as of its covenants hereunder in all material respects through the ClosingClosing Date, except that such representations and warranties that are made as of a specific date need only be true and correct as of such date;
(iiie) Each of the Buyers shall have received a certificate from an authorized officer of each of the Seller shall Parties, dated the Closing Date, to the effect that the conditions set forth in Sections 8.2(a), 8.2(b), 8.2(c) and 8.2(d) have procured all of the third party consents specified in Section 4(d) above, including but not limited to those relating to transmitter and studio leasesbeen satisfied;
(ivf) no actionThe Seller Parties shall have complied with the delivery requirements of Section 4.3;
(g) All Permits and material Environmental Permits shall have been transferred to the Buyers or, suitif such Permits and Environmental Permits are not transferable, shall have been modified or proceeding shall be pending or threatened before any court or quasijudicial or administrative agency reissued to the Buyers, except to the extent that applicable Laws (including, without limitation, applicable Environmental Laws) would allow the Buyers to lawfully own and operate the Wheatland Facility and the Site after the Closing Date in the manner in which they are currently operated without such conditions having been satisfied;
(h) Subject to Section 11.16, the Final Orders of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of Governmental Entity having authority over the transactions contemplated by this Agreement shall have been received, and such Final Orders shall not impose terms or conditions which would, individually or in the aggregate, be reasonably likely to be rescinded following consummationhave a Material Adverse Effect or a material adverse effect on the business, assets, operations or (C) affect adversely conditions of either of the right Buyers, in the context of the transaction contemplated hereby and as determined by the board of directors of either of the Buyers to own, operate, or control based on the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) the Seller shall have delivered to the Buyers a certificate to the effect that each advice of the conditions specified above in Section 5(a)(i)-(iv) is satisfied in all respects;
(vi) the Assignment Application shall have been approved by a Final Order of the FCC, all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Seller and the Buyers shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) the relevant parties shall have entered into the Post Closing Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(x) the Buyers shall have received from counsel to the Seller an opinion with respect to the matters set forth in Exhibit F attached hereto, addressed to the Buyers and dated as of the Closing Date’ Representatives; and
(xii) all actions consummation of the transactions contemplated hereby and all certificatesThe Seller Parties shall have delivered evidence, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyers. The Buyers may waive any condition specified in this Section 5(a) if , of the Buyers execute a writing so stating at full and irrevocable release of all Encumbrances on the Acquired Assets arising under or prior relating to the ClosingExisting Debt Documents.
Appears in 1 contract
Samples: Asset Purchase Agreement (Cincinnati Gas & Electric Co)
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 2 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) the Seller shall have procured all of the third party consents specified in Section 4(d) above and all of the title insurance commitments (and endorsements), Surveys and environmental site assessments described in Section 4(n) above, including but not limited to those relating to transmitter and studio leases;
(iv) no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the parties if such transactions are consummated, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) the Seller shall have delivered to the Buyers a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in Section 5(a)(i)-(ivSections 5(a)(i) through (iv) is satisfied in all respects;
(vi) each of the Assignment Application Applications shall have been approved by a Final Order of the FCC, all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Seller FCC and the Buyers shall have received all governmental approvals required to transfer all other authorizations, consents, authorizations and such other consents and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) the relevant parties shall have entered into the Post Closing Post-closing Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(xviii) the Buyers shall have received from counsel to the Seller an opinion with respect to the matters set forth in Exhibit F E attached hereto, addressed to the Buyers and its lender and dated as of the Closing Date; and
(xiix) all actions to be taken by the Seller in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyers. The Buyers may waive any condition specified in this Section 5(a) if the Buyers execute a writing so stating at or prior to the Closing.,
Appears in 1 contract
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 2 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) the Seller shall have procured all of the third party consents specified in Section 4(d) above and all of the title insurance commitments (and endorsements), Surveys and environmental site assessments described in Section 4(n) above, including but not limited to those relating to transmitter and studio leases;
(iv) no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the parties if such transactions are consummated, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) the Seller shall have delivered to the Buyers a certificate (without qualification as to knowledge or materiality or otherwise except as provided in the specific representation, warranty, or covenant at issue) to the effect that each of the conditions specified above in Section 5(a)(i)-(ivSections 5(a)(i) through (iv) is satisfied in all respects;
(vi) each of the Assignment Application Applications shall have been approved by a Final Order of the FCC, all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Seller FCC and the Buyers shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) the relevant parties shall have entered into the Post Closing Postclosing Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(xviii) the Buyers shall have received from counsel to the Seller an opinion with respect to the matters set forth in Exhibit F E attached hereto, addressed to the Buyers and its lender and dated as of the Closing Date;
(ix) the Parties shall have agreed to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with an allocation schedule to be delivered at closing; and
(xix) all actions to be taken by the Seller in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyers. The Buyers may waive any condition specified in this Section 5(a) if the Buyers execute a writing so stating at or prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:: Table of Contents
(i) the representations and warranties set forth in Section 2 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing;
(iii) the Seller there shall have procured all of the third party consents specified not be any Order in Section 4(d) above, including but not limited to those relating to transmitter and studio leases;
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(viv) the Seller shall have delivered to the Buyers a certificate to the effect that each of the conditions specified above in Section 5(a)(i)-(iv7(a)(i) through (iii) is satisfied in all respects;
(viv) the Assignment Application shall have been approved by a Final Order of the FCCCompany, all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Seller and the Buyers its Subsidiaries shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments the Governmental Authorities referred to in Section 3(a)(ii), Section 3(b)(iii), and governmental agencies set forth in the Disclosure Schedule;Section 4(c) above; and
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) the relevant parties shall have entered into the Post Closing Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(xvi) the Buyers shall have received from the counsel to the Seller AET an opinion with respect to the matters opinion, substantially in form and substance as set forth in Exhibit F B attached hereto, addressed to the Buyers Buyers, and dated as of the Closing Date; and;
(vii) The Company and Millennium Energy Holdings, Inc. shall have entered into a lease agreement in substantially the form of Exhibit D attached hereto;
(viii) AET and the Company shall have entered into a transition services agreement in substantially the form of Exhibit E attached hereto;
(ix) The Seller shall have paid or otherwise satisfied (A) accrued property taxes at 0000 X. Xxxxxxxx Road, Tucson, Arizona 85747 through March 31, 2006, and (B) amounts payable by the Company to Xxxxxxx Xxxxxx as a 2005 performance bonus (it being understood that all other accrued liabilities of the Company as of the Closing Date shall remain liabilities of the Company and the Seller shall not be responsible therefor);
(x) The Company shall have cash in the amount of at least $200,000;
(xi) all actions The Company shall have obtained suitable replacement insurance policies that replace those insurance policies of the Company that will be terminated as of the Closing;
(xii) The Company shall have provided any notice to DARPA or taken any other action required for the consummation of the transactions contemplated hereby and hereby, in accordance with any applicable provisions under the VPM Agreement; and
(xiii) The Seller shall have acquired from Rentech all certificates, opinions, instruments, and other documents required to effect of the transactions contemplated hereby will be reasonably satisfactory Company Shares indicated in form and substance to Section 4(b) of the Buyers. The Buyers may waive any condition specified in this Section 5(a) if Disclosure Schedule as being owned of record by Rentech as of the Buyers execute a writing so stating at or prior to the Closingdate hereof.
Appears in 1 contract
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 2 ss.3(a), ss.3A and ss.4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller KCI and SG shall have performed and complied with all of its their respective covenants hereunder in all material respects through the Closing;
(iii) the Seller there shall have procured all of the third party consents specified in Section 4(d) abovenot be any injunction, including but not limited to those relating to transmitter and studio leases;
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunctionruling, or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause Agreement or any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect)Ancillary Documents;
(viv) the Seller KCI and SG each shall have delivered to the Buyers a certificate to the effect that each of the conditions applicable to each of them specified above in Section 5(a)(i)-(ivss.7(a)(i)-(iii) is satisfied in all respects;
(viv) the Assignment Application lenders under the Amended and Restated Credit and Guaranty Agreement, dated as of January 19, 1999, among KCLLC, as Borrower, certain of its Subsidiaries, as Guarantors, Certain Financial Institutions, as Lenders, and Societe Generale, as Agent, as amended as of January 26, 1999, August 31, 1999 and December 6, 1999, shall have been approved consented to the transactions contemplated hereby and by a Final Order of the FCC, all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Seller and the Buyers shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure ScheduleAncillary Documents;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) the relevant parties shall have entered into the Post Closing Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(xvi) the Buyers shall have received from counsel to the Seller KCI Sellers an opinion with respect in form and substance reasonably satisfactory to the matters set forth in Exhibit F attached heretoBuyers, addressed to the Buyers Buyers, and dated as of the Closing Date;
(vii) the Buyers shall have received from counsel to SG an opinion in form and substance reasonably satisfactory to the Buyers, addressed to the Buyers, and dated as of the Closing Date;
(viii) Since the date of this Agreement, there shall not have occurred or be continuing any event, condition or set of circumstances which, individually or in the aggregate, has had or is reasonably likely to result in a Material Adverse Effect;
(ix) The Buyer shall have received a certificate, reasonably satisfactory to the Buyer and in the form required by Section 1445 of the Code and the regulations thereunder, to the effect that each of KCI and Keyhold is not a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code;
(x) the Recapitalization and the Exchange shall have been consummated in accordance with their respective terms;
(xi) the Share Purchase Agreement, dated Xxxxxx 00, 0000, xxxxx XXXXX, XXX, XX and Keyhold, the Shareholders Agreement, dated as of September 1, 1999, among KCLLC, KCI, certain of the KCI Sellers, SG and Keyhold, the Registration Rights Agreement, dated as of September 1, 1999, among KCLLC, KCI, SG and Keyhold, the Advance Consent Agreement, dated February 2, 2000, among KCLLC, KCI, SG and Keyhold and any rights of SG under the Amended and Restated Limited Liability Company Agreement of KCLLC, dated as of September 1, 1999, shall have been terminated;
(xii) the relevant parties shall have entered into the Shareholders Agreement substantially in the form of Exhibit C-1, the Registration Rights Agreement substantially in the form of Exhibit C-2 and the Escrow Agreement substantially in the form of Exhibit C-3;
(xiii) The designee of SG shall have resigned from, and two designees of the Buyers shall have been elected to, the Board of Directors of KCI, and one designee of the Buyers shall have been elected to the Finance Committee thereof;
(xiv) KCI shall have entered into the Advisory Agreement substantially in the form of Exhibit D-1 , Xxxxx & Company and Millbrook Capital Management, Inc. shall have entered into a letter agreement substantially in the form of Exhibit D-2, and KCI shall have paid to Xxxxx a fee in the amount of $3 million;
(xv) the Bylaws of KCI shall have been amended and restated in form reasonably satisfactory to the Buyers and Requisite Sellers as may be required to give effect to the Shareholders Agreement;
(xvi) Optionees holding at least 75% of the outstanding Options shall have agreed to become parties to the Shareholders Agreement and the Registration Rights Agreement and Optionees who are KCI Sellers shall have entered into Optionee Agreements substantially in the form of Exhibit E;
(xvii) SAR Holders holding at least 75% of the outstanding SARs shall have entered into SAR Agreements substantially in the form of Exhibit F after having received disclosure documents reasonably satisfactory to the Buyers and the Requisite Sellers;
(xviii) the Net Debt of KCI and its Subsidiaries as of April 30, 2000 shall not have been more than $120,500,000, and Buyers shall have received a certificate signed by the Chief Financial Officer of KCI to such effect;
(xix) all shareholders agreements between any Optionee or shareholder of KCI on the one hand and KCI or its principal shareholder on the other hand shall have been terminated, except as the Buyer and the Requisite Sellers may otherwise agree; and
(xixx) all actions to be taken by KCI, the KCI Sellers and SG in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyers. The Buyers may waive any condition specified in this Section 5(a.
(a) if the Buyers they execute a writing so stating at or prior to the Closing.
Appears in 1 contract
Samples: Recapitalization Agreement (Key Components Finance Corp)
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 2 Sections 2(a), (b), (c), (d), (i), (k), (o), and (p) above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date, and all other representations and warranties set forth in Section 2 shall be true and correct in all material respects as of the MA Commencement Date as though made on and as of the MA Commencement Date;
(ii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) the Seller shall have procured all of the third party consents specified in Section 4(d) above and all of the title insurance commitments (and endorsements), Surveys and environmental site assessments described in Section 4(o) above, including but not limited to those relating to transmitter and studio leases;
(iv) no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the parties if such transactions are consummated, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) the Seller shall have delivered to the Buyers a certificate to the effect that each of the conditions specified above in Section 5(a)(i)-(ivSections 5(a)(i) through (iv) is satisfied in all material respects;
(vi) each of the Assignment Application Applications shall have been approved by a Final Order of the FCC, all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Seller and the Buyers shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) the relevant parties shall have entered into the Post Closing Postclosing Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(xviii) the Buyers shall have received from counsel to the Seller an opinion with respect to the matters set forth in Exhibit F C attached hereto, addressed to the Buyers and its lender and dated as of the Closing Date;
(ix) the Parties shall have agreed to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with an allocation schedule to be delivered at closing; and
(xix) all actions to be taken by the Seller in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyers. The Buyers may waive any condition specified in this Section 5(a) if the Buyers execute a writing so stating at or prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 2 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date;
(ii) the Seller Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing;
(iii) the Seller Sellers shall have procured all of the necessary third party consents specified related to transfer of real estate, including studio or tower site leases, and all of the title insurance commitments (and endorsements), Surveys and environmental site assessments described in Section 4(d4(o) above, including but not limited to those relating to transmitter and studio leasesabove shall have been obtained;
(iv) no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable a judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the parties if such transactions are consummated, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) the Seller Sellers shall have delivered to the Buyers a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in Section 5(a)(i)-(ivSections 5(a)(i) through (iv) is satisfied in all respects;
(vi) each of the Assignment Application Applications shall have been approved by a Final Order of the FCC, all applicable the waiting periods (and any extensions thereof) period under the XxxxHart-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Seller expired, and the Buyers shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) the relevant parties shall have entered into the Post Closing Postclosing Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(xviii) the Buyers shall have received from counsel to the Seller Sellers an opinion with respect to the matters set forth in Exhibit F E attached hereto, addressed to the Buyers and its lender and dated as of the Closing Date;
(ix) the Parties shall have agreed to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with an allocation schedule to be delivered at closing; and
(xix) all actions to be taken by the Sellers in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyers. The Buyers may waive any condition specified in this Section 5(a) if the Buyers execute a writing so stating at or prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) i. the representations and warranties set forth in Section 2 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date;
(ii) . the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) . the Seller shall have procured all of the third party consents specified in Section 4(d) above, including but not limited to those relating to transmitter above and studio leasesall of the title insurance commitments (and endorsements) and Surveys described in Section 4(o) above shall have been procured;
(iv) . no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the parties if such transactions are consummated, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) v. the Seller shall have delivered to the Buyers a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in Section 5(a)(i)-(ivSections 5(a)(i) through (iv) is satisfied in all respects;
(vi) . the Assignment Application shall have been approved by a Final Order of the FCC, all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Seller FCC and the Buyers shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) . the relevant parties shall have entered into the Post Closing Postclosing Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(x) viii. the Buyers shall have received from counsel to the Seller an opinion with respect to the matters set forth in Exhibit F D attached hereto, addressed to the Buyers and its lender and dated as of the Closing Date;
ix. the Parties shall have agreed to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with an allocation schedule to be delivered at closing; and
(xi) x. all actions to be taken by the Seller in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyers. The Buyers may waive any condition specified in this Section 5(a) if the Buyers execute a writing so stating at or prior to the Closing.B.
Appears in 1 contract
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) the The representations and warranties of the Sellers set forth in Section 2 ss.3(a) and ss.4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller The Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing;
(iii) the Seller Protocol and its Affiliates shall have procured all of the third party consents specified in Section 4(dss.5(b) above, including but not limited to those relating to transmitter and studio leases;.
(iv) no No action, suit, or proceeding shall be pending or threatened before any court or quasijudicial quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, stipulation, injunctionruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers to own, operateown the Protocol Shares and to control Protocol, or control (D) affect adversely the Acquired Assets right of Protocol to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, stipulation, injunctionruling, or charge shall be in effect);
(v) the Seller The Sellers shall have delivered to the Buyers a certificate to the effect that each of the conditions specified above in Section 5(a)(i)-(ivss.6(a)(i)-(iv) is satisfied in all respects;
(vi) the Assignment Application shall have been approved by a Final Order of the FCCThe Parties and Protocol, all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Seller and the Buyers shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth referred to in the Disclosure Scheduless.3(a)(ii), ss.3(b)(ii), and ss.4(c) above;
(vii) The Buyers shall have received the resignations, effective as of the Closing, of each director and officer of Protocol other than those whom the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory specified in writing at least three (3) business days prior to the Buyers in the Buyers' sole judgment;Closing; and
(viii) All actions to be taken by the relevant parties shall have entered into the Post Closing Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(x) the Buyers shall have received from counsel to the Seller an opinion Sellers in connection with respect to the matters set forth in Exhibit F attached hereto, addressed to the Buyers and dated as of the Closing Date; and
(xi) all actions consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyers. The Buyers may waive any condition specified in this Section 5(a, acting reasonably.
(a) if the Buyers they execute a writing written statement so stating at or prior to the Closing.
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Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) i. the representations and warranties set forth in Section 2 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date;
(ii) . the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) . the Seller shall have procured all of the third party consents specified in Section 4(d) above, including but not limited to those relating to transmitter above and studio leasesall of the title insurance commitments (and endorsements) and Surveys described in Section 4(o) above shall have been procured;
(iv) . no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the parties if such transactions are consummated, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) v. the Seller shall have delivered to the Buyers a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in Section 5(a)(i)-(ivSections 5(a)(i) through (iv) is satisfied in all respects;
(vi) . the Assignment Application shall have been approved by a Final Order of the FCC, all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Seller FCC and the Buyers shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) . the relevant parties shall have entered into the Post Closing Postclosing Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(x) viii. the Buyers shall have received from counsel to the Seller an opinion with respect to the matters set forth in Exhibit F D attached hereto, addressed to the Buyers and its lender and dated as of the Closing Date;
ix. the Parties shall have agreed to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with an allocation schedule to be delivered at closing; and
(xi) x. all actions to be taken by the Seller in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyers. The Buyers may waive any condition specified in this Section 5(a) if the Buyers execute a writing so stating at or prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) i. the representations and warranties set forth in Section 2 above shall be true and correct in all material respects (or with respect to representations and warranties which include a condition of materiality, in all respects) at and as of the Closing Date as though made on and as of the Closing Date;
(ii) . the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) . the Seller shall have procured all of the third party consents specified to consents and contracts designated by Buyers as material in Section 4(d2(j) of the Disclosure Schedule, and all of the title insurance commitments (and endorsements), Surveys described in Section 4(n) above, including but the asbestos-containing materials shall have been removed as provided in Section 4(q) above, and if Buyers have obtained the environmental assessments described in Section 4(n), except as otherwise disclosed in Section 2(q) of the Disclosure Schedule, such assessments shall not limited indicate that the Seller and the Stations are not in material compliance with any Environmental Law and shall not disclose or recommend any action with respect to those relating any condition to transmitter and studio leasesbe remediated or investigated or any contamination on the site assessed;
(iv) . no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the parties if such transactions are consummated, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) v. the Seller shall have delivered to the Buyers a certificate (without qualification as to knowledge (except with respect to (iv) above) or materiality or otherwise) to the effect that each of the conditions specified above in Section 5(a)(i)-(ivSections 5(a)(i) through (iv) is satisfied in all respects;
(vi) . each of the Assignment Application Applications shall have been approved by a Final Order of the FCC, FCC all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Seller and the Buyers shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) . the relevant parties shall have entered into the Post Closing Noncompetition Agreement, Retainage Agreement, and the Employment Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(x) viii. the Buyers shall have received from counsel to the Seller an opinion with respect to the matters set forth in Exhibit F E attached hereto, addressed to the Buyers and its lender and dated as of the Closing Date;
ix. the Parties shall have agreed to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with an allocation schedule to be delivered at closing; and
(xi) x. all actions to be taken by the Seller in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyers. The Buyers may waive any condition specified in this Section 5(a) if the Buyers execute a writing so stating at or prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 2 Sections 2(a), (b), (c), (d), (i), (k), (o), and (p) above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date, and all other representations and warranties set forth in Section 2 shall be true and correct in all material respects as of the MA Commencement Date as though made on and as of the MA Commencement Date;
(ii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) the Seller shall have procured all of the third party consents specified in Section 4(d) above and all of the title insurance commitments (and endorsements), Surveys and environmental site assessments described in Section 4(o) above, including but not limited to those relating to transmitter and studio leases;
(iv) no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the parties if such transactions are consummated, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) the Seller shall have delivered to the Buyers a certificate to the effect that each of the conditions specified above in Section 5(a)(i)-(ivSections 5(a)(i) through (iv) is satisfied in all material respects;
(vi) each of the Assignment Application Applications shall have been approved by a Final Order of the FCC, all applicable waiting periods (and any extensions thereof) the transaction shall have received clearance under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Seller HSR Act, and the Buyers shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) the relevant parties shall have entered into the Post Closing Postclosing Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(xviii) the Buyers shall have received from counsel to the Seller an opinion with respect to the matters set forth in Exhibit F C attached hereto, addressed to the Buyers and its lender and dated as of the Closing Date;
(ix) the Parties shall have agreed to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with an allocation schedule to be delivered at closing;
(x) the Seller shall have consummated its purchase of stations KKSB-FM and KMGQ-FM pursuant to its option thereto; and
(xi) all actions to be taken by the Seller in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyers. The Buyers may waive any condition specified in this Section 5(a) if the Buyers execute a writing so stating at or prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) i. the representations and warranties set forth in Section 2 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date;
(ii) . any supplement to the Seller Disclosure Schedule provided under Section 8 below shall not indicate a Material change from the Disclosure Schedule signed contemporaneously with this Agreement.
iii. the Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing;
(iii) iv. the Seller Sellers shall have procured all of the third party consents specified in Section 4(d) above (or taken such action to Buyers' satisfaction as will provide the full benefits of such contracts, agreements or arrangements to Buyer) and all of the title insurance commitments (and endorsements), Surveys and environmental site assessments described in Section 4(o) above, including but not limited to those relating to transmitter and studio leases;
(iv) v. no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the parties if such transactions are consummated, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) adversely affect adversely the right of the Buyers to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) vi. the Seller Sellers shall have delivered to the Buyers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 5(a)(i)-(ivSections 5(a)(I) through (iv) is satisfied in all respects;
(vi) vii. each of the Assignment Application Applications shall have been approved by a Final Order of the FCC, all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Seller terminated, and the Buyers shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) . the relevant parties shall have entered into the Post Closing Postclosing Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(x) . the Buyers shall have received from counsel to the Seller Sellers an opinion with respect to the matters set forth in Exhibit F E attached hereto, addressed to the Buyers and their lender and dated as of the Closing Date;
x. the Parties shall have agreed to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with an allocation schedule to be delivered at closing; and
(xi) . all actions to be taken by the Sellers in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyers. The Buyers may waive any condition specified in this Section 5(a) if the Buyers execute a writing so stating at or prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers it in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth of the Seller contained in Section 2 above 3(a) shall be true and correct in all material respects at as of the date of this Agreement and as of the Closing DateDate (except to the extent expressly made as of a specific date), except to the extent that any failures of such representations and warranties to be so true and correct, in the aggregate, would not have a Material Adverse Effect on Seller or Centennial or a material adverse effect on the ability of the Seller to consummate the transactions contemplated hereby;
(ii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) the Seller there shall have procured all of the third party consents specified in Section 4(d) abovenot be any injunction, including but not limited to those relating to transmitter and studio leases;
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunctionruling, or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement, nor shall there be any litigation pending on behalf of any Governmental Authority that seeks to modify or prevent the consummation of the transactions contemplated herein;
(Biv) cause any and all required prior partnership approvals or approvals of any Governmental Authority or Person or otherwise called for in Schedules 3(a)(ii), 3(a)(iii), 3(b)(ii) and 3(b)(iii) shall have been received;
(v) any and all required prior partnership approvals or approvals of the Board of Directors or Board of Managers of each of the Buyers shall have been obtained;
(vi) To the extent provided for under applicable law, Seller shall have delivered to Buyers certificates or other writings issued by appropriate Governmental Authorities evidencing that all applicable state franchise and similar taxes have been paid in the states of Delaware, Texas and Illinois;
(vii) The deliveries called for by Section 2(d) shall have occurred;
(viii) Trunkline shall have executed an amendment to the Maintenance Agreement as contemplated in Section 4(h) hereof in the form of Exhibit 4(h) hereto and delivered same to Buyers.
(ix) The Seller shall have delivered to the Buyers any required consent of Southern Union Panhandle Corp. as contemplated by Section 3(a)(ii) for the transactions contemplated by this Agreement Agreement, specifically including the amendment the Maintenance Agreement, in form satisfactory to be rescinded following consummation, or (C) affect adversely the right of the Buyers to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);Buyers; and
(vx) the The Seller shall have delivered to the Buyers a certificate certificate, signed by an appropriate officer of Seller, to the effect that (a) each of the conditions specified above in Section 5(a)(i)-(ivsubsection 6(a)(i) is through 6(a)(ix) has been satisfied in all respects;
, and (vib) certifying as to the Assignment Application shall have been approved by a Final Order accuracy and completeness of the FCCcopies of, all applicable waiting periods (as well as the current effectiveness of, the resolutions attached thereto as the approval by the Board of Managers of Seller authorizing the execution, delivery and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated performance of this Agreement and the Seller and the Buyers shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) the relevant parties shall have entered into the Post Closing Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(x) the Buyers shall have received from counsel to the Seller an opinion with respect to the matters set forth in Exhibit F attached hereto, addressed to the Buyers and dated as of the Closing Date; and
(xi) all actions consummation of the transactions contemplated hereby herein and all certificates, opinions, instruments, the incumbency of the officer executing this Agreement on behalf of Seller and any other documents required to effect be executed at the transactions contemplated hereby will be reasonably satisfactory in form and substance to the BuyersClosing. The Buyers Each Buyer may waive on its own behalf any condition specified in this Section 5(a6(a) if the Buyers execute it executes a writing so stating at or prior to before the Closing.
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Samples: LLC Membership Interest Purchase Agreement (Teppco Partners Lp)
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers them in connection with the Closing is subject to satisfaction of the following conditions:
(i) i. the representations and warranties set forth in Section 2 above shall be true and correct in all material respects (or with respect to representations and warranties which include a condition of materiality, in all respects) at and as of the Closing Date as though made on and as of the Closing Date;
(ii) . the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) . the Seller shall have procured all of the third party consents specified to consents and contracts designated by Buyers as material in Section 4(d2(j) of the Disclosure Schedule, and all of the title insurance commitments (and endorsements), Surveys described in Section 4(n) above, including but the asbestos-containing materials shall have been removed as provided in Section 4(q) above, and if Buyers have obtained the environmental assessments described in Section 4(n), except as otherwise disclosed in Section 2(q) of the Disclosure Schedule, such assessments shall not limited indicate that the Seller and the Stations are not in material compliance with any Environmental Law and shall not disclose or recommend any action with respect to those relating any condition to transmitter and studio leasesbe remediated or investigated or any contamination on the site assessed;
(iv) . no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the parties if such transactions are consummated, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) v. the Seller shall have delivered to the Buyers a certificate (without qualification as to knowledge (except with respect to (iv) above) or materiality or otherwise) to the effect that each of the conditions specified above in Section 5(a)(i)-(ivSections 5(a)(i) through (iv) is satisfied in all respects;
(vi) . each of the Assignment Application Applications shall have been approved by a Final Order of the FCC, FCC all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Seller and the Buyers shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) . the relevant parties shall have entered into the Post Closing Noncompetition Agreement, Retainage Agreement, and the Employment Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(x) viii. the Buyers shall have received from counsel to the Seller an opinion with respect to the matters set forth in Exhibit F E attached hereto, addressed to the Buyers and its lender and dated as of the Closing Date;
ix. the Parties shall have agreed to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with an allocation schedule to be delivered at closing; and
(xi) x. all actions to be taken by the Seller in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyers. The Buyers may waive any condition specified in this Section 5(a) if the Buyers execute a writing so stating at or prior to the Closing.B.
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