Common use of Conditions to Obligations of Acquiror Clause in Contracts

Conditions to Obligations of Acquiror. The obligations of Acquiror to effect the Merger are subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (a) The representations and warranties of the Company and Newco contained in this Agreement, the Transaction Agreements to which they are a party or in any other document delivered pursuant hereto shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on and as of the Closing Date, and at the Closing the Company and Newco shall have delivered to Acquiror their respective certificates to that effect; (b) Each of the obligations of the Company and Newco to be performed on or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed in all material respects on or before the Closing Date, and at the Closing the Company and Newco shall have delivered to Acquiror their respective certificates to that effect; (c) The Company shall have delivered to Acquiror a certificate signed by the Chief Financial Officer of the Company certifying, as of the Closing, as to the number of shares of capital stock of the Company outstanding, indicating the class and series of such shares; (d) Acquiror shall have received all customary closing documents it may reasonably request relating to the existence of the Company, Newco, PBC and the Broadcasting Subsidiaries and the authority of the Company and Newco to enter into this Agreement and the Transactions, all in form and substance reasonably satisfactory to Acquiror; (e) Acquiror shall have received from its counsel, Xxxxxx & Xxxxx LLP (or another nationally recognized law firm acceptable to Acquiror), an opinion that, based upon appropriate representations, certificates and letters acceptable to Xxxxxx & Xxxxx LLP (or another nationally recognized law firm acceptable to Acquiror) dated as of the Closing Date, the Merger constitutes a tax-free reorganization under Section 368(a)(1)(A) of the Code (with appropriate exceptions, assumptions and qualifications); (f) The Company shall have paid in full the Existing Company Debt as of the Closing; (g) There shall have been obtained and delivered to Acquiror all necessary approvals and consents to the assignment to Acquiror of the Station Network Affiliation Agreements; and (h) Each of the Affiliates referred to in Section 6.29(a) shall have executed and delivered to Acquiror the Affiliate Letter referred to therein. ARTICLE VIII TERMINATION 8.01.

Conditions to Obligations of Acquiror. The obligations of Acquiror ACQUIROR to effect consummate the Merger transactions contemplated herein are subject to the satisfaction, on satisfaction (or prior to the Closing Date, waiver by it) of the following conditions: (a) The representations OWNERS will be required, at Closing, to submit an agreement confirming that all the EXCHANGE SHARES received will be acquired for investment and warranties not with a view to, or for sale in connection with, any distribution thereof, and agreeing not to transfer any of the Company EXCHANGE SHARES for a period of two years from the date of the Closing, except for those transfers falling within the exemption from registration under the Securities Act of 1933 and Newco contained any applicable state securities laws, which transfers do not constitute a public distribution of securities, and in this Agreementwhich the transferees execute an investment letter in form and substance as set forth on Exhibit “F” hereto. The foregoing provision shall not prohibit the registration of those shares at any time following the Closing. OWNERS will be required to transfer to ACQUIROR at the Closing their respective ACQUIREE SHARES Stock Certificate(s), the Transaction Agreements to which they are a party free and clear of all liens, mortgages, pledges, encumbrances or in any other document delivered pursuant hereto changes, whether disclosed or undisclosed. (b) All schedules, prepared by ACQUIREE shall be true and correct in all material respects on and current or updated as of the Closing Date with the same effect as if made on and necessary as of the Closing Date. (c) ACQUIREE shall have provided to ACQUIROR the ACQUIREE FINANCIAL STATEMENTS together with an update on any material change in the aforementioned financial statements. (d) Each party shall have satisfied itself that since the date of this Agreement the business of the other party has been conducted in the ordinary course. In addition, each party shall have satisfied itself that no withdrawals of cash or other assets have been made and at no indebtedness has been incurred since the date of this Agreement, except in the ordinary course of business or with respect to services rendered or expenses incurred in connection with the Closing the Company and Newco shall have delivered to Acquiror their respective certificates to that effect; (b) Each of the obligations of the Company and Newco to be performed on this Agreement, unless said withdrawals or before the Closing Date pursuant to indebtedness were either authorized by the terms of this Agreement shall have been duly performed or subsequently consented to in writing by the parties. (e) Each party covenants that, to the best of its knowledge, it has complied or will comply in all material respects on with all applicable laws, orders and regulations of federal, state, municipal and/or other governments and/or any instrumentality thereof, domestic or before the Closing Dateforeign, and at the Closing the Company and Newco shall have delivered applicable to Acquiror their respective certificates to that effect; (c) The Company shall have delivered to Acquiror a certificate signed by the Chief Financial Officer of the Company certifyingassets, as of the Closing, as to the number of shares of capital stock of the Company outstanding, indicating the class business conducted by them and series of such shares; (d) Acquiror shall have received all customary closing documents it may reasonably request relating to the existence of the Company, Newco, PBC and the Broadcasting Subsidiaries and the authority of the Company and Newco to enter into transactions contemplated by this Agreement and the Transactions, all in form and substance reasonably satisfactory to Acquiror; (e) Acquiror shall have received from its counsel, Xxxxxx & Xxxxx LLP (or another nationally recognized law firm acceptable to Acquiror), an opinion that, based upon appropriate representations, certificates and letters acceptable to Xxxxxx & Xxxxx LLP (or another nationally recognized law firm acceptable to Acquiror) dated as of the Closing Date, the Merger constitutes a tax-free reorganization under Section 368(a)(1)(A) of the Code (with appropriate exceptions, assumptions and qualifications); (f) The Company shall have paid in full the Existing Company Debt as of the Closing; (g) There shall have been obtained and delivered to Acquiror all necessary approvals and consents to the assignment to Acquiror of the Station Network Affiliation Agreements; and (h) Each of the Affiliates referred to in Section 6.29(a) shall have executed and delivered to Acquiror the Affiliate Letter referred to thereinAgreement. ARTICLE VIII TERMINATION 8.01.12.3

Conditions to Obligations of Acquiror. The obligations of Acquiror to effect the Merger are subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (a) The representations and warranties of the Company and Newco contained in this Agreement, the Transaction Agreements to which they are a party or in any other document delivered pursuant hereto shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on and as of the Closing Date, and at the Closing the Company and Newco shall have delivered to Acquiror their respective certificates to that effect; (b) Each of the obligations of the Company and Newco to be performed on or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed in all material respects on or before the Closing Date, and at the Closing the Company and Newco shall have delivered to Acquiror their respective certificates to that effect; (c) The Company shall have delivered to Acquiror a certificate signed by the Chief Financial Officer of the Company certifying, as of the Closing, as to the number of shares of capital stock of the Company outstanding, indicating the class and series of such shares; (d) Acquiror shall have received all customary closing documents it may reasonably request relating to the existence of the Company, Newco, PBC and the Broadcasting Subsidiaries and the authority of the Company and Newco to enter into this Agreement and the Transactions, all in form and substance reasonably satisfactory to Acquiror; (e) Acquiror shall have received from its counsel, Xxxxxx Rogexx & Xxxxx LLP Xellx XXX (or another nationally recognized law firm acceptable to Acquiror), an opinion that, based upon appropriate representations, certificates and letters acceptable to Xxxxxx Rogexx & Xxxxx LLP Xellx XXX (or another nationally recognized law firm acceptable to Acquiror) dated as of the Closing Date, the Merger constitutes a tax-free reorganization under Section 368(a)(1)(A) of the Code (with appropriate exceptions, assumptions and qualifications); (f) The Company shall have paid in full the Existing Company Debt as of the Closing; (g) There shall have been obtained and delivered to Acquiror all necessary approvals and consents to the assignment to Acquiror of the Station Network Affiliation Agreements; and (h) Each of the Affiliates referred to in Section 6.29(a) shall have executed and delivered to Acquiror the Affiliate Letter referred to therein. ARTICLE VIII TERMINATION 8.01.