Conditions to Obligations of American. The obligation of American to effect the Merger shall be subject to the satisfaction of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law:
(a) the representations and warranties of Mergeparty set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date except (x) to the extent such representations and warranties expressly speak as of an earlier date (in which case such representations and warranties shall be true and correct as of such earlier date) and (y) to the extent that the failure of such representations and warranties to be true and correct, individually or in the aggregate, would not have a Material Adverse Effect on Mergeparty; provided, however, that for the purpose of this clause (y), representations and warranties that are qualified as to materiality (including by reference to "Material Adverse Effect") shall not be deemed to be so qualified.;
(b) Mergeparty shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date; and
(c) the Tower Merger, Tower Distribution or an Alternative Transaction shall have been consummated or a Notice of Abandonment shall have been received by Mergeparty.
Conditions to Obligations of American. The obligations of American to perform this Agreement and consummate the Merger are subject to the satisfaction of the following conditions, unless waived by American pursuant to the provisions of this Section 6.2 and Section 8.3.
Conditions to Obligations of American. All of the obligations of American under this Agreement are subject to the fulfillment prior to or at the Closing Date of each of the following conditions, any one or more of which may be waived by it:
Conditions to Obligations of American. The obligations of American to effect the Merger shall be subject to the fulfillment or waiver at or prior to the Effective Time of the following additional conditions:
Conditions to Obligations of American. The obligation of American to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law:
(a) The Company shall have delivered or cause to be delivered to American all of the Collateral Documents required to be delivered by the Company to American at or prior to the Closing pursuant to the terms of this Agreement; such Collateral Documents shall be reasonably satisfactory in form, scope and substance to American and its counsel; and American and its counsel shall have received all information and copies of all documents, including without limitation lien searches and records of corporate proceedings, which they may reasonably request in connection therewith, such documents where appropriate to be certified by proper corporate officers;
(b) The Company shall have furnished American and, at American's request, any bank or other financial institution providing credit to American or any Subsidiary, with favorable opinions, dated the Closing Date of Gibson, Dunn & Crutcher LXX, xounxxx and Xxxxx, Bader & Potts, FCC counsel for the Xxxxxny, with respect to the matters set forth in Sections 4.1(a), (b) and (c) (other than as to Private Authorizations and as to the Company's Contractual Obligations, limited to such counsel's knowledge), 4.7(a) (limited to its knowledge and to Legal Actions), 4.14 and 4.15 (limited to such counsel's knowledge as to liens, outstanding options and ownership) and with respect to FCC related matters of a nature and scope customary in comparable transactions (including without limitation with respect to the grant of all necessary FCC Consents and their being Final Orders, that all FCC Licenses are valid, binding and in good standing and in full force and effect, the absence of Legal Actions which could Materially Adversely Affect the FCC Licenses and the FCC Consents, and the filing of all Material reports and the payment of all fees) and with respect to such other matters arising after the date of this Agreement incident to the Merger, as American or its counsel or American or its counsel may reasonably request or which may be reasonably requested by any such bank or financial institution or their respective counsel;
(c) The representations, warranties, covenants and agreements of the Company contained in this Agreement or otherwise made in writing by it or on its behalf pursuant h...
Conditions to Obligations of American. General Corporation and Merger Sub to Effect the Merger. The obligations of American General Corporation and Merger Sub to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following additional conditions:
(a) the Company shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Effective Time; and the representations and warranties of the Company contained in this Agreement shall be true and correct in all respects as of the date of this Agreement and at and as of the Effective Time as if made at and as of such time (except to the extent such representations and warranties specifically relate to an earlier date, in which case as of such earlier date), except as contemplated by the Company Disclosure Letter or this Agreement and except to the extent that the failure of such representations and warranties to be true and correct would not, in the aggregate, be reasonably likely to result in a Company Material Adverse Effect; and American General Corporation and Merger Sub shall have received a Certificate of the Chairman of the Board, the President, or a Vice President of the Company as to the satisfaction of this condition;
(b) American General Corporation shall have receive an opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to American General Corporation, dated the Effective Time, to the effect that, on the basis of certain facts, representations and assumptions set forth in such opinion which are consistent with the stated facts existing at the Effective Time, the Merger will be treated for Federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, and that American General Corporation, Merger Sub and the Company will each be a party to that reorganization within the meaning of Section 368(b) of the Code. In rendering the opinion described in the preceding sentence, such counsel may require and rely upon representations contained in certificates of officers of American General Corporation, Merger Sub and the Company and their respective subsidiaries received pursuant to Section 7.12 hereof;
(c) the audited GAAP financial statements of the Company for the fiscal year ended December 31, 1996 shall not reflect any event, change or effect having, or which would be reasonably likely to have, in the aggregate, a Company Material Adverse Effect;
(d) American General Corporation sha...
Conditions to Obligations of American. The obligation of American to perform this Agreement is subject to the satisfaction of the following conditions on or before the Closing unless waived in writing by American.
