Common use of Conditions to Obligations of Each Party to Effect the Transactions Clause in Contracts

Conditions to Obligations of Each Party to Effect the Transactions. The respective obligations of each party to effect the Transactions shall, except as hereinafter provided in this Section, be subject to the satisfaction at or prior to the Closing Date 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) All authorizations, consents, waivers, orders or approvals required to be obtained from all Authorities, and all filings, submissions, registrations, notices or declarations required to be made by ATS and Diablo with any Authority, prior to the consummation of the Transactions, shall have been obtained from, and made with, all such Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or declarations as are set forth in Section 6.1(a) of the Diablo Disclosure Schedule or the failure to obtain or make would not, in the reasonable business judgment of ATS, have a material adverse effect on the Diablo Assets and the Diablo Business; (b) The transactions contemplated by the Other Agreement shall have been consummated prior to or simultaneously with the consummation of the Transactions; and (c) The parties shall have entered into an escrow agreement in form, scope and substance reasonably satisfactory to the parties with the Title Company or any other Person reasonably acceptable to the parties, pursuant to which, among other things, ATS shall have deposited the portion of the Purchase Price not being delivered to the Indemnity Escrow Agent or to a "qualified intermediary" pursuant to the provisions of Section 2.3, and Diablo shall have delivered deeds in customary form with respect to all of the real property to be conveyed to ATS as part of the Diablo Assets and the parties, to the extent required by Section 9.3, shall have deposited an amount sufficient to pay all recording fees, transfer taxes and other fees and expenses which must be paid as a condition of consummation of the transactions contemplated by this Agreement.

Conditions to Obligations of Each Party to Effect the Transactions. The respective obligations of each party to effect the Transactions shall, except as hereinafter provided in this Section, be subject to the satisfaction at or prior to the Closing Date 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) As of the Closing Date, no Legal Action shall be pending before or threatened in writing by any Authority seeking to enjoin, restrain, prohibit or make illegal or to impose any materially adverse conditions in connection with, the consummation of the Transactions, it being understood and agreed that a written request by any Authority for information with respect to the Transactions, which information could be used in connection with such Legal Action, shall not in itself be deemed to be a threat of any such Legal Action; (b) All authorizations, consents, waivers, orders or approvals required to be obtained from all Authorities, and all filings, submissions, registrations, notices or declarations required to be made by ATS and Diablo BEA with any Authority, prior to the consummation of the Transactions, shall have been obtained from, and made with, all such Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or declarations as are set forth in Section 6.1(a) of the Diablo Disclosure Schedule or the failure to obtain or make would not, in the reasonable business judgment of ATS, have a material adverse effect on the Diablo BEA Assets and or the Diablo BEA Business;; and (bc) The transactions contemplated by the Other Agreement shall have been be consummated prior to or simultaneously with the consummation of the Transactions; and (c) The parties shall have entered into an escrow agreement in form, scope and substance reasonably satisfactory to the parties with the Title Company or any other Person reasonably acceptable to the parties, pursuant to which, among other things, ATS shall have deposited the portion of the Purchase Price not being delivered to the Indemnity Escrow Agent or to a "qualified intermediary" pursuant to the provisions of Section 2.3, and Diablo shall have delivered deeds in customary form with respect to all of the real property to be conveyed to ATS as part of the Diablo Assets and the parties, to the extent required by Section 9.3, shall have deposited an amount sufficient to pay all recording fees, transfer taxes and other fees and expenses which must be paid as a condition of consummation of the transactions contemplated by this AgreementClosing.

Conditions to Obligations of Each Party to Effect the Transactions. The respective obligations of each party to effect the Transactions shall, except as hereinafter provided in this Section, be subject to the satisfaction at or prior to the Closing Date 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) All authorizations, consents, waivers, orders or approvals required to be obtained from all Authorities, and all filings, submissions, registrations, notices or declarations required to be made by ATS and Diablo Meridian with any Authority, prior to the consummation of the Transactions, shall have been obtained from, and made with, all such Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or declarations as are set forth in Section 6.1(a) of the Diablo Meridian Disclosure Schedule or the failure to obtain or make would not, in the reasonable business judgment of ATSeach of the parties, have a material adverse effect Material Adverse Effect on the Diablo Meridian Assets and the Diablo Meridian Business; (b) The transactions contemplated by the Other Agreement Agreements shall have been consummated prior to or simultaneously with the consummation of the Transactions; and (c) The parties shall have entered into an escrow agreement in customary form, scope and substance reasonably satisfactory to the parties with the Title Company or any other Person an escrow agent reasonably acceptable to the parties, pursuant to which, among other things, ATS shall have deposited the portion of the Purchase Price not being delivered to the Indemnity Escrow Agent or to a "qualified intermediary" pursuant to the provisions of Section 2.3, and Diablo Meridian shall have delivered deeds in customary form with respect to all of the real property to be conveyed to ATS as part of the Diablo Assets Meridian Assets, and ATS will have deposited the portion of the purchase price attributable to such real property, the parties, to the extent required by Section 9.3, shall have deposited an amount sufficient to pay all recording feesfees and transfer taxes, transfer taxes and other fees and expenses which must be paid as a condition of consummation of the transactions contemplated by this Agreement.

Conditions to Obligations of Each Party to Effect the Transactions. The respective obligations of each party to effect the Transactions shall, except as hereinafter provided in this Section, be subject to the satisfaction at or prior to the Closing Date 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) All authorizations, consents, waivers, orders or approvals required to be obtained from all Authorities, and all filings, submissions, registrations, notices or declarations Governmental Filings required to be made by ATS and Diablo any EZ Party or any Evergreen Party with any Authority, prior to the consummation of the Transactionspurchase and sale of the Evergreen Assets and the Evergreen Station, shall have been obtained from, and made with, the FCC and all such other required Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or declarations as are set forth in Section 6.1(a) of the Diablo Disclosure Schedule or the failure to obtain or make would not, in the reasonable business judgment of ATS, EZ have a material adverse effect Material Adverse Effect on the Diablo Evergreen Assets or the Evergreen Station. Without limiting the generality of the foregoing, the FCC shall have issued the FCC Consents, the same shall have become Final Orders, and any conditions precedent to the Diablo Businesseffectiveness of such Final Orders which are specified therein shall have been satisfied; provided, however, that any condition requiring EZ (or American or any of its Subsidiaries) to divest its interest in any radio station in the Charlotte, North Carolina market or to otherwise take any action to comply with Section 73.3555 of the FCC's rules in such markets shall not be a condition of such party's obligation to effect the Exchange; provided further, however, that notwithstanding anything in this Section or elsewhere in this Agreement, including without limitation Section 5.2(a) or 5.9, to the contrary, if such Final Orders impose such a condition (i) as a condition precedent to the effectiveness of the FCC Consents, or as a condition which must be complied with within less than six (6) months subsequent to consummation of the Transactions, EZ shall have the right, prior to the Termination Date, to attempt to comply with such condition, or (ii) as a condition which can be complied with within six (6) months or more following consummation of the Transactions, EZ shall be obligated to proceed with the consummation of the Transactions; (b) As of the Closing Date, no Legal Action shall be pending before or threatened in writing by any Authority seeking to enjoin, restrain, prohibit or make illegal, or to impose any Materially Adverse Condition in connection with, the consummation of the purchase and sale of the Evergreen Assets and the Evergreen Station, it being understood and agreed that a written request by any Authority for information with respect to any Evergreen Party, any EZ Party or American or the purchase and sale of the Evergreen Assets and the Evergreen Station, which information could be used in connection with such Legal Action, shall not be deemed to be a threat of any such Legal Action; and (c) The transactions contemplated by the Other Asset Exchange Agreement shall have been consummated prior to or simultaneously with the consummation of the Transactions; and (c) The parties shall have entered into an escrow agreement in form, scope and substance reasonably satisfactory to the parties with the Title Company or any other Person reasonably acceptable to the parties, pursuant to which, among other things, ATS shall have deposited the portion of the Purchase Price not being delivered to the Indemnity Escrow Agent or to a "qualified intermediary" pursuant to the provisions of Section 2.3, and Diablo shall have delivered deeds in customary form with respect to all of the real property to be conveyed to ATS as part of the Diablo Assets and the parties, to the extent required by Section 9.3, shall have deposited an amount sufficient to pay all recording fees, transfer taxes and other fees and expenses which must be paid as a condition of consummation of the transactions contemplated by this Agreement.