Common use of Conditions to Obligations of the Investors Clause in Contracts

Conditions to Obligations of the Investors. The obligations of the Investors to execute and deliver the Governance Agreement and the Registration Rights Agreement shall be subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions: (a) Each of the representations and warranties of the Company contained in this Agreement shall be true and correct when made and as of the Closing (except to the extent such representations and warranties are made as of a particular date, in which case such representations and warranties shall have been true and correct in all material respects as of such date); (b) The Company shall have performed, satisfied and complied in all material respects with all of their covenants and agreements set forth in this Agreement to be performed, satisfied and complied with prior to or at the Closing; (c) The Company shall have delivered to the Investors an officer's certificate certifying as to the Company's compliance with the conditions set forth in clause (a) of Section 5.1 and clauses (a) and (b) of this Section 5.2; (d) The Investors shall have received a reasonably acceptable opinion from Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Company, addressing the due auxxxxxxxtiox xxd enforceability of this Agreement with respect to the Company and the representations and warranties made by the Company in Section 2.6 of this Agreement; (e) The Ciba Documents shall be in full force and effect; (f) The agreements, each dated as of the date hereof, from the Company's employees set forth on Exhibit F to the Stock Purchase Agreement shall be in full force and effect as of the Closing; and (g) Mr. John J. Lee's employment agreement attached hereto as Exhibit X xxx xxx xxxxx agreements contemplated thereby shall be in full force and effect as of the Closing;

Conditions to Obligations of the Investors. The obligations of the Investors to execute and deliver consummate the Governance transactions contemplated by this Agreement and the Registration Rights Agreement shall be are subject to the satisfaction or waiver at or prior to the Closing of each Date of the following conditions:conditions (but not (c) or (d) in the case of Section 6): (a) Each No preliminary or permanent injunction or other binding order, decree or ruling issued by a court or governmental agency shall be in effect which shall have the effect of preventing the consummation of the transactions contemplated by this Agreement. (b) All representations and warranties of the Company contained in this Agreement shall be true and correct when made in all material respects at and as of the Closing (except to Date as though made at such time, and the extent such representations and warranties are made as of a particular date, in which case such representations and warranties shall have been true and correct in all material respects as of such date); (b) The Company shall have performed, satisfied performed and complied in all material respects with all of their covenants and agreements set forth in conditions required by this Agreement to be performed, satisfied and performed or complied with by it prior to or at on the Closing;Closing Date. (c) The Company shall have delivered obtained shareholder approval of the issuance of the Shares pursuant to the Investors an officer's certificate certifying as to the Company's compliance with the conditions set forth in clause (a) of Section 5.1 and clauses (a) and (b) of this Section 5.2;Agreement. (d) The Investors shall have received a reasonably acceptable opinion from SkaddenXxXxxxxxx, Arps, Slate, Meagher Will & Flom LLPXxxxx, counsel to the Company, addressing an opinion, dated as of the due auxxxxxxxtiox xxd enforceability of this Agreement with respect Closing Date, addressed to the Company and Investors in the representations and warranties made by the Company in Section 2.6 of this Agreement;form attached hereto as Exhibit 4. (e) The Ciba Documents All corporate and other proceedings required to carry out the transactions contemplated by this Agreement, and all instruments and other documents relating to such transactions, shall be reasonably satisfactory in full force form and effect;substance to Xxxxxxxx & Xxxxxxxx, counsel to KFI, and the Investors shall have been furnished with such instruments and documents as such counsel shall have reasonably requested. (f) The agreementsIn addition, each dated as the obligation of the date hereof, from the Company's employees set forth on Exhibit F KFI to the Stock Purchase convert its bridge promissory note and otherwise acquire shares pursuant to this Agreement shall be in full force and effect as subject to the Company receiving at least $7 million from the issuance of shares to the Closing; and (g) Mr. John J. Lee's employment agreement attached hereto as Exhibit X xxx xxx xxxxx agreements contemplated thereby shall be in full force and effect as of other Investors pursuant to the Closing;Agreement.

Conditions to Obligations of the Investors. The obligations of the Investors to execute and deliver consummate, or cause to be consummated, the Governance transactions contemplated by this Agreement and the Registration Rights Agreement shall be Related Documents are subject to the satisfaction or waiver at or prior to the Closing of each of the following additional conditions, any one or more of which may be waived in writing by the Investors: (a) Each Subject to Section 8.9, (i) each of the representations and warranties of the Contributors contained or referred to in Sections 3.1 (Organization), 3.2 (Authorization and Binding Obligation; Shareholder Consent), 3.3 (Absence of Conflicting Agreements; Consents), 3.20 (Solvency), 3.21 (Emmis’ Post-Closing Assets and Continuing Obligations), 3.23 (Units and Related Matters), 3.24 (Company contained in this Agreement Treated as a Partnership) and 3.26 (Company’s Conduct of Business; Liabilities) shall be true and correct when made and in all respects as of the Closing (Date, as if made anew at and as of that time, except with respect to the extent such representations and warranties are made as of a particular which speak to an earlier date, in which case such representations and warranties shall have been be true and correct in all respects at and as of such date, and (ii) all of the remaining representations and warranties of the Contributors contained or referred to herein shall be true and correct in all respects (disregarding any materiality or material adverse effect qualifications contained in any such representation or warranty) as of the Closing Date, as if made anew at and as of that time, except with respect to representations and warranties which speak to an earlier date, which representations and warranties shall be true and correct in all material respects (disregarding any materiality or material adverse effect qualifications contained in any such representation or warranty) at and as of such date);, except for such failures to be true and correct that have not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The Subject to Section 8.9, each of the covenants of the Contributors or the Company in this Agreement or the Contribution Agreement to be performed as of or prior to the Closing shall have performed, satisfied and complied been performed in all material respects with all of their covenants and agreements set forth in this Agreement to be performed, satisfied and complied with prior to or at the Closing;respects. (c) The Contributors shall have caused the Company to execute and deliver the Senior Secured Note to the GTCR Investor. (d) Each Contributor shall have delivered to the Investors a certificate signed by an officer's certificate executive officer of such Contributor, dated the Closing Date, certifying as that, to the Company's compliance with knowledge and belief of such officer, the conditions set forth specified in clause (a) of Section 5.1 and clauses (a7.3(a) and (bSection 7.3(b) of this Section 5.2; (d) The Investors shall have received a reasonably acceptable opinion from Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Company, addressing the due auxxxxxxxtiox xxd enforceability of this Agreement with respect to the Company and the representations and warranties made by the Company in Section 2.6 of this Agreement;been fulfilled. (e) The Ciba Contributors shall have delivered, or caused to be delivered, to the Investors, duly executed by the applicable Contributors and/or the Company, as applicable: (i) a duly executed counterpart of the Company LLC Agreement; (ii) a duly executed counterpart of the Registration Agreement; (iii) a duly executed counterpart of the Professional Services Agreement; (iv) a duly executed counterpart of the Transition Services Agreement; (v) an affidavit of each Contributor (or, if such Contributor is a disregarded entity for federal income tax purposes, its regarded owner), dated as of the Closing Date and substantially in the form set forth in Treasury Regulations Section 1.1445-2(b)(2)(iv), setting forth such Contributor’s (or owner’s) name, address and federal employer identification number and stating under the penalties of perjury that such Contributor (or owner) is not a “foreign person” within the meaning of Section 1445 of the Code; (vi) duly executed UCC releases, lien terminations, mortgage terminations or other similar documents or instruments required to (i) transfer (x) the Assets to the Company free and clear of Liens, along with evidence in form and substance satisfactory to the Company, acting reasonably, that all Liens affecting the Assets have been terminated and released and (y) the Acquired Units to the Investors free and clear of all Liens, along with evidence in form and substance satisfactory to the Investors, acting reasonably, that all Liens affecting the Acquired Units have been terminated and released and (ii) release the Company from all of its guaranty obligations under the Credit Agreement and any Security Documents (as defined in the Credit Agreement) to which the Company is a party during the period prior to the Closing Date; (vii) a duly executed assignment of the Merchandise Mart Lease by Emmis Asset Holder to the Company, substantially in the form attached hereto as Exhibit 7.3(vii), with such other terms as may reasonably be agreed to by the Investors, and evidence reasonably acceptable to the Parties that such assignment is valid pursuant to the terms of the Merchandise Mart Lease, except that where the Contributors provide a duly executed lease or lease assignment for reasonable alternative studio office space (as determined in consultation with the Investors) and the Contributors shall have agreed in writing on terms reasonably satisfactory to the Investors to pay all costs and expenses of relocating to such alternative space (including any incremental rent or other charges as a result of such relocation), this condition shall be deemed satisfied; (viii) a duly executed assignment of the WKQX Xxxxxxx Lease by Emmis to the Company, substantially in full force the form attached hereto as Exhibit 7.3(viii), and effectwith such other terms as may reasonably be agreed to by the Investors; (ix) a duly executed assignment of the WLUP Xxxxxxx Lease by Emmis to the Company, substantially in the form attached hereto as Exhibit 7.3(ix), with such other terms as may reasonably be agreed to by the Investors; (x) a duly executed sublease of the Xxxxxx Lease by New York City District Council of Carpenters Pension Fund and Emmis Radio to the Company with terms and conditions substantially consistent with those described in Exhibit 7.3(x), and such other terms as consented to by the Investors (such consent not to be unreasonably withheld, delayed or conditioned), except that where the Contributors provide a duly executed lease or lease assignment for reasonable alternative studio office space (as determined in consultation with the Investors) and the Contributors shall have agreed in writing on terms reasonably satisfactory to the Investors to pay all costs and expenses of relocating to such alternative space (including any incremental rent or other charges as a result of such relocation), this condition shall be deemed satisfied; and (xi) a duly executed assignment of the Empire State Lease 2 by Emmis Asset Holder to the Company, substantially in the form attached hereto as Exhibit 7.3(xi), with such other terms as may reasonably be agreed to by the Investors, and evidence reasonably acceptable to the Parties that such assignment is valid pursuant to the terms of the Empire State Lease 2. (f) The agreements, each dated as of transactions contemplated by the date hereof, from the Company's employees set forth on Exhibit F to the Stock Purchase Contribution Agreement shall be have been consummated in full force and effect as of accordance with the Closing; andterms thereof. (g) Mr. John J. Lee's employment agreement attached hereto as Exhibit X xxx xxx xxxxx agreements contemplated thereby Between the date hereof and the Closing Date, there shall be in full force and effect as of the Closing;not have occurred a Material Adverse Effect.

Conditions to Obligations of the Investors. The obligations of the Investors to execute and deliver the Governance Agreement and the Registration Rights Agreement shall be subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions: (a) Each of the representations and warranties of the Company contained in this Agreement shall be true and correct when made and as of the Closing (except to the extent such representations and warranties are made as of a particular date, in which case such representations and warranties shall have been true and correct in all material respects as of such date); (b) The Company shall have performed, satisfied and complied in all material respects with all of their covenants and agreements set forth in this Agreement to be performed, satisfied and complied with prior to or at the Closing; (c) The Company shall have delivered to the Investors an officer's certificate certifying as to the Company's compliance with the conditions set forth in clause (a) of Section 5.1 and clauses (a) and (b) of this Section 5.2; (d) The Investors shall have received a reasonably acceptable opinion from Skadden, Arps, Slate, Meagher Xxxxxxx & Flom Xxxx LLP, counsel to the Company, addressing the due auxxxxxxxtiox xxd authorization and enforceability of this Agreement with respect to the Company and the representations and warranties made by the Company in Section 2.6 of this Agreement; (e) The Ciba Documents shall be in full force and effect; (f) The agreements, each dated as of the date hereof, from the Company's employees set forth on Exhibit F to the Stock Purchase Agreement shall be in full force and effect as of the Closing; and (g) Mr. John J. Xx. Xxxx X. Lee's employment agreement attached hereto as Exhibit X xxx xxx xxxxx E and all other agreements contemplated thereby shall be in full force and effect as of the Closing;

Conditions to Obligations of the Investors. The obligations of the Investors to execute and deliver the Governance Agreement and the Registration Rights Agreement shall be subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions: (a) Each of the representations and warranties of the Company contained in this Agreement shall be true and correct when made and as of the Closing (except to the extent such representations and warranties are made as of a particular date, in which case such representations and warranties shall have been true and correct in all material respects as of such date); (b) The Company shall have performed, satisfied and complied in all material respects with all of their covenants and agreements set forth in this Agreement to be performed, satisfied and complied with prior to or at the Closing; (c) The Company shall have delivered to the Investors an officer's certificate certifying as to the Company's compliance with the conditions set forth in clause (a) of Section 5.1 and clauses (a) and (b) of this Section 5.2; (d) The Investors shall have received a reasonably acceptable opinion from Skadden, Arps, Slate, Meagher Xxxxxxx & Flom Xxxx LLP, counsel to the Company, addressing the due auxxxxxxxtiox xxd authorization and enforceability of this Agreement with respect to the Company and the representations and warranties made by the Company in Section 2.6 of this Agreement; (e) The Ciba Documents shall be in full force and effect; (f) The agreements, each dated as of the date hereof, from the Company's employees set forth on Exhibit F E to the Stock Purchase Agreement shall be in full force and effect as of the Closing; and (g) Mr. John J. Xx. Xxxx X. Lee's employment agreement attached hereto as Exhibit X xxx xxx xxxxx F and all other agreements contemplated thereby shall be in full force and effect as of the Closing;

Conditions to Obligations of the Investors. The obligations obligation of each Investor to consummate the Investors to execute and deliver the Governance Agreement and the Registration Rights Agreement transactions contemplated hereby shall be subject to the fulfillment to the satisfaction or waiver of each Investor unless waived by such Investor at or prior to the Closing of each of the following conditions: (a) Each of the The representations and warranties of the Company contained in this Agreement and each of the other Transaction Documents shall be true and correct in all respects (with respect to representations and warranties qualified or limited by materiality or Material Adverse Effect) or in all material respects (with respect to representations and warranties not so qualified or limited) when made and as of the Closing (except to the extent such representations and warranties are made as of a particular date, in which case such representations and warranties shall have been true and correct as of such date) unless, with respect to any failure of a representation or warranty contained in Section 2.4, 2.5, 2.7, 2.11, 2.13, 2.14, 2.15, 2.16, 2.17, 2.18 or 2.22 to be true and correct as of the Closing Date, such failure results from events occurring or circumstances arising after the date hereof and all such failures, individually or in the aggregate, do not constitute a Material Adverse Effect. Since the date hereof, there has not occurred any Material Adverse Effect. (b) The representations and warranties of the other Investor contained in this Agreement and each of the other Transaction Documents shall be true and correct in all respects (with respect to representations and warranties qualified or limited by materiality or Material Adverse Effect) or in all material respects (with respect to representations and warranties not so qualified or limited) when made and as of the Closing (except to the extent such representations and warranties are made as of a particular date, in which case such representations and warranties shall have been true and correct as of such date);. (bc) The Company and the other Investor shall have performed, satisfied and complied in all material respects with all each of their respective covenants and agreements set forth in this Agreement and each of the other Transaction Documents to be performed, satisfied and complied with on or after the date hereof and prior to or at the Closing;. (cd) There shall be: (i) a December 31, 2002 Cash Balance of at least the Minimum Cash Balance and (ii) a December 31, 2002 Net Working Capital of at least the Minimum Net Working Capital; provided, that if the Shortfall Amount is less than or equal to $25.0 million, then the conditions set forth in this Section 6.2(d) will be deemed to have been satisfied. (e) The aggregate amount required to be paid or accrued in respect of Other Exit Costs shall not exceed (i) $240.0 million plus (ii) an amount equal to the lesser of (A) the December 31, 2002 Cash Balance less the Minimum Cash Balance or (B) the December 31, 2002 Net Working Capital less the Minimum Net Working Capital; provided, that such amount shall not exceed $25.0 million. (f) The aggregate amount of all success fees required to be paid by the Company or its Subsidiaries to any legal, financial or other advisors, and any other similar success fees shall not exceed $35.0 million in the aggregate in connection with the confirmation of the Bankruptcy Plan and the consummation of the transactions contemplated by the Agreement. (g) The Company shall have delivered to each of the Investors (i) an officer's certificate executed by the Chief Executive Officer and the Chief Financial Officer of the Company, certifying as to the Company's compliance with the conditions set forth in clause (a) of Section 5.1 6.1 and in clauses (a) and (bc) of this Section 5.2;6.2, and (ii) any other documents or information reasonably requested by an Investor to evidence the Company's compliance with its covenants and obligations and the other conditions under this Agreement. (dh) The Investors bar date for any claim by any Governmental Entity for Taxes payable by the Company or any other Debtor (other than GT U.K. Ltd., SAC Peru Ltd and any other Subsidiaries of the Company that commence a Chapter 11 case after the date hereof) in respect of any period ending on or prior to the Petition Date shall have received been fixed pursuant to applicable procedures in the Bankruptcy Case, and shall remain, no later than December 31, 2002. The bar date for all other claims against the Debtors (other than any Subsidiaries that commence a reasonably acceptable opinion from SkaddenChapter 11 case after the date hereof) shall have been fixed pursuant to applicable procedures in the Bankruptcy Case and such bar date shall occur no later than October 15, Arps2002. The bar dates (other than for Governmental Entities) for all other claims against GT U.K. Ltd., SlateSAC Peru Ltd and the Subsidiaries of the Company that commence a Chapter 11 case after the date hereof shall occur no later than January 15, Meagher & Flom LLP2003. The bar dates for filing administrative claims (other than for payment of Professional Fees and fees and expenses of the Joint Provisional Liquidators) against the Debtors (other than any Subsidiaries of the Company that commence a Chapter 11 case after the date hereof) shall have been fixed pursuant to applicable procedures in the Bankruptcy Case, counsel and such bar date shall be as agreed to the Company, addressing the due auxxxxxxxtiox xxd enforceability of this Agreement with respect to by the Company and the representations Investors, but in any case no later than the date the December 31, 2002 Balance Sheet is delivered to the Investors. The Debtors and warranties made Joint Provisional Liquidators shall have delivered to the Investors on, or as soon as practicable after the bar date for filing administrative claims (but in any case within three Business Days thereof), a good faith estimate of all Professionals Fees which have been incurred as of such bar date, and of the Professional Fees which are expected to be incurred through the Closing Date. (i) The simultaneous completion of the transactions contemplated hereby by the Company in Section 2.6 of this Agreement; (e) The Ciba Documents shall be in full force and effect; (f) The agreements, each dated as of the date hereof, from the Company's employees set forth on Exhibit F to the Stock Purchase Agreement shall be in full force and effect as of the Closing; and (g) Mr. John J. Lee's employment agreement attached hereto as Exhibit X xxx xxx xxxxx agreements contemplated thereby shall be in full force and effect as of the Closing;other Investor.

Conditions to Obligations of the Investors. The obligations obligation of the Investors Investor to execute and deliver consummate the Governance Agreement and transactions to be performed by the Registration Rights Agreement shall be Investor in connection with the Closing is subject to the satisfaction satisfaction, or waiver by each Investor, at or prior to and as of the Closing of each Date, of the following conditions: (a1) Each of the representations and warranties of the Company contained in this Agreement that are qualified as to materiality or Company Material Adverse Effect shall be true and correct when in all respects, with the same effect as though such representations and warranties were made and as of the Closing (except to Date; the extent such representations and warranties of the Company made in this Agreement that are made not qualified as of a particular date, in which case such representations and warranties to materiality or Company Material Adverse Effect shall have been be true and correct in all material respects as of the time of the Closing Date as though made as of such date); (b) The time; the Company shall have performed, satisfied and performed or complied in all material respects with all of their obligations and covenants and agreements set forth in required by this Agreement to be performed, satisfied and performed or complied with prior to or at by the Closing; (c) The Company by the Closing Date; and the Company shall have delivered to the Investors an officer's a certificate certifying as to the Company's compliance with effect that each of the conditions set forth specified in clause (a) of Section 5.1 and clauses (a) and (b) of this Section 5.25.2 is satisfied; (d2) The there shall not have occurred between the date of this Agreement and the Closing Date a Company Material Adverse Effect; (3) the Company shall have issued the Purchased Shares; (4) the execution and delivery by senior operating management of employment agreements with the Company reasonably satisfactory to the Investors; (5) at or prior to Closing, the Employee Plan that is treated as a Multiemployer Plan shall have been merged into the Multiemployer Plan of the Glass Model, Pottery, Plastics and Allied Workers Union on terms and conditions reasonably satisfactory to the Investor (which shall include, without limitation, a payment by the Company to such Plan of not more than $20,000,000 at Closing); (6) the Company shall have furnished to the Investor a certification, dated not more than thirty (30) days prior to the Closing Date, stating that the Company is not and never has been a "United States real property holding corporation" as defined in Section 897 of the IRC; (7) the Investors shall have received a reasonably acceptable opinion from Skadden, Arps, Slate, Meagher & Flom LLP, counsel not later than ten days prior to the Companyscheduled hearing for the Confirmation Order copies of the Phase I Environmental Reports (and, addressing if the due auxxxxxxxtiox xxd enforceability results of this Agreement such Phase I Environmental Reports require, in the reasonable judgment of the Investors, Phase II Environmental Reports, then Phase II Environmental Reports) prepared after the date hereof with respect to all Fee Properties and Leased Properties; and (8) the derivative action currently pending in the Court of Chancery of the State of Delaware captioned Comac Partners, L.P., et al. v. John J. Ghaznavi, et al., defendants, shall have been resolved fxx xx xxxxxx xx xx paid by the defendants (either directly or through the proceeds of insurance) of at least $8 million and otherwise on a basis mutually satisfactory to the Company and the representations and warranties made by the Company in Section 2.6 of this Agreement; (e) The Ciba Documents shall be in full force and effect; (f) The agreements, each dated as of the date hereof, from the Company's employees set forth on Exhibit F to the Stock Purchase Agreement shall be in full force and effect as of the Closing; and (g) Mr. John J. Lee's employment agreement attached hereto as Exhibit X xxx xxx xxxxx agreements contemplated thereby shall be in full force and effect as of the Closing;Investors.