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

Conditions to the Obligations of Purchasers. The obligations of Purchasers to consummate the transactions contemplated hereby are subject to the satisfaction or waiver by Primary Purchaser on behalf of Purchasers, on or prior to the Closing Date, of the following further conditions precedent (condiciones suspensivas): (i) all of the agreements and covenants of Sellers to be performed prior to the Closing pursuant to this Agreement shall have been duly performed in all material respects; (ii) the representations and warranties of Sellers contained in Article III shall be true and correct as of the date of this Agreement and as of the Closing Date as if made at and as of such time (other than those representations and warranties made as of a specified date, which such representations and warranties shall be true and correct in all respects as of such specified date); provided, however, that for purposes of determining the satisfaction of the condition set forth in this Section 6.2(ii), such representations and warranties (other than those representations and warranties contained in Sections 3.1, 3.2(a), 3.3, 3.5 and 3.6) shall be deemed to be so true and correct if the failure or failures of such representations and warranties to be true and correct (such representations and warranties to be read for this purpose without reference to any qualification set forth therein relating to “materiality” or “Material Adverse Effect”) do not constitute, individually or in the aggregate, a Material Adverse Effect; (iii) Sellers shall have delivered or caused to be delivered to Primary Purchaser the items set forth in Section 2.4(b); (iv) there shall not have occurred after the date of this Agreement any event or development with relation to Sellers or the Subject Companies that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect; (v) Purchasers shall have completed the environmental investigations described in Section 5.16; and (vi) Sellers shall have caused the Subject Companies to obtain the Permits set forth in Section 6.2(vi) of the Sellers Disclosure Letter or any other evidence, satisfactory to Purchasers in their sole discretion, demonstrating such Permits are not required pursuant to applicable Law.

Conditions to the Obligations of Purchasers. The obligations of the Purchasers to consummate effect the transactions contemplated hereby are by this Agreement shall be subject to the satisfaction fulfillment or waiver by Primary Purchaser on behalf of Purchasers, the Purchasers on or prior to the Closing Date, Date of the following further conditions precedent (condiciones suspensivas):additional conditions: (ia) The Company shall have performed in all of the agreements and covenants of Sellers material respects its obligations under this Agreement required to be performed by it on or prior to the Closing Date pursuant to this Agreement shall have been duly performed in all material respects;the terms hereof. (iib) the The representations and warranties of Sellers contained the Company set forth in Article III Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.10, 3.12 and 3.13 of this Agreement shall be true and correct as of the date of this Agreement in all material respects at and as of the Closing Date as if made at and as of such time (other than those representations and warranties date, except to the extent that any such representation or warranty is made as of a specified date, date in which case such representations and warranties representation or warranty shall be have been true and correct in all respects as of such specified date); provided, however, that for purposes of determining . The Company shall have delivered to the satisfaction of Purchasers a certificate to the condition effect set forth in this Section 6.2(iiSections 5.3(a) and (b), such representations and warranties (other than those representations and warranties contained in Sections 3.1, 3.2(a), 3.3, 3.5 and 3.6) shall be deemed to be so true and correct if the failure or failures of such representations and warranties to be true and correct (such representations and warranties to be read for this purpose without reference to any qualification set forth therein relating to “materiality” or “Material Adverse Effect”) do not constitute, individually or in the aggregate, a Material Adverse Effect;. (iiic) Sellers The Company shall have delivered or caused (i) to each of the Purchasers stock certificates in definitive form representing the number of Shares to be delivered purchased by such Purchaser pursuant to Primary Section 1.1, registered in the name of such Purchaser and (ii) to each of the items Purchasers or its designee (or, in the case of Cap Z, assignee) and ZCIL or its designee, except to the extent set forth in Section 2.4(b);the Zurich Letter, Warrants in definitive form representing the number of Warrants set forth opposite such Purchaser's or ZCIL's name on Exhibit A-2 hereto, registered in the name of each such Purchaser or its designee (or, in the Case of Cap Z, assignee) or ZCIL or its designee. (ivd) there The stockholders of the Company (including, without limitation, the holders of the Voting Notes) shall have duly approved at the Stockholders' Meeting the issuance of the Shares pursuant to this Agreement and, to the extent required, the transactions contemplated by the Financing Agreements. (e) The Purchasers shall have received fully executed copies of the Purchase Agreement, the Registration Rights Agreement and any and all other agreements, documents, certificates or instruments contemplated by this Agreement and any of the foregoing. (f) All necessary waivers or consents to, approvals of and notices or filings with respect to the transactions contemplated by this Agreement and each other agreement contemplated hereby and thereby shall have been obtained. (g) The Debt Offering and Rights Offering shall have been consummated simultaneously with the Closing of this Agreement and the Purchase Agreement on terms and conditions reasonably satisfactory to the Purchasers, and in no event shall the notes issued in connection with the Debt Offering have an interest rate in excess of 12% per annum. (h) The Purchase Agreement shall not have occurred after been materially amended or modified, nor any material provision thereof waived by the date of this Agreement any event or development with relation to Sellers or Company, except upon the Subject Companies that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect; (v) Purchasers shall have completed the environmental investigations described in Section 5.16; and (vi) Sellers shall have caused the Subject Companies to obtain the Permits set forth in Section 6.2(vi) consent of the Sellers Disclosure Letter or any other evidence, satisfactory to Purchasers in their sole discretion, demonstrating discretion (such Permits are consent not required pursuant to applicable Lawbe unreasonably withheld).

Conditions to the Obligations of Purchasers. The obligations of the Purchasers to consummate effect the transactions contemplated hereby are by this Agreement shall be subject to the satisfaction fulfillment or waiver by Primary Purchaser on behalf of Purchasers, IP on or prior to the Closing Date, Date of the following further conditions precedent (condiciones suspensivas):additional conditions: (ia) The Company shall have performed in all of the agreements and covenants of Sellers material respects its obligations under this Agreement required to be performed by it on or prior to the Closing Date pursuant to this Agreement shall have been duly performed in all material respects;the terms hereof. (iib) the The representations and warranties of Sellers the Company contained in Article III this Agreement shall be true and correct as of the date of this Agreement in all material respects at and as of the Closing Date as if made at and as of such time (other than those representations and warranties date, except to the extent that any such representation or warranty is made as of a specified date, date in which case such representations and warranties representation or warranty shall be have been true and correct in all respects as of such specified date. The Company shall have delivered to IP a certificate to the effect set forth in Sections 5.3(a) and (b). (c) Since September 30, 1996, there shall have been no Material Adverse Effect on the Company. (d) The Company shall have caused the transfer agent to deliver promptly to each of the Purchasers stock certificates in definitive form representing the number of Shares set forth opposite such Purchaser's name on Exhibit B hereto, registered in the name of such Purchaser. (e) The shareholders of the Company (including, without limitation, the holders of the Voting Notes) shall have duly approved at the Shareholders Meeting (i) the issuance of the Shares pursuant to this Agreement, (ii) the amendment of the Bylaws of the Company, in form and substance reasonably satisfactory to IP, to increase the size of the Board of Directors from nine (9) to eleven (11) members and (iii) the election to such newly created vacancies of one independent director of the Company and a director designated by IP; provided, however, that for purposes a majority of determining the satisfaction shares held by persons not party to this Agreement or Associates of Purchasers shall have voted in favor of each of such proposals. (f) IP shall have received fully executed copies of the condition Amended Merger Agreement, a term loan facility with terms that are generally consistent with or better for the Company than the terms set forth in this Section 6.2(ii), such representations and warranties (other than those representations and warranties contained in Sections 3.1, 3.2(a), 3.3, 3.5 and 3.6) shall be deemed the commitment letter from Chase to be so true and correct if the failure or failures of such representations and warranties to be true and correct (such representations and warranties to be read for this purpose without reference to any qualification set forth therein relating to “materiality” or “Material Adverse Effect”) do not constitute, individually or in the aggregate, a Material Adverse Effect; (iii) Sellers shall have delivered or caused to be delivered to Primary Purchaser the items set forth in Section 2.4(b); (iv) there shall not have occurred after the date of this Agreement any event or development with relation to Sellers or the Subject Companies that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect; (v) Purchasers shall have completed the environmental investigations described in Section 5.16; and (vi) Sellers shall have caused the Subject Companies to obtain the Permits set forth in Section 6.2(vi) of the Sellers Disclosure Letter or any other evidence, satisfactory to Purchasers in their sole discretion, demonstrating such Permits are not required pursuant to applicable Law.the

Conditions to the Obligations of Purchasers. The obligations obligation of Purchasers to consummate effect the transactions contemplated hereby are Closing shall be subject to the satisfaction or waiver by Primary Purchaser on behalf of Purchasers, on or prior to the Closing Date, of the following further conditions precedent precedent: (condiciones suspensivas):a) The representations and warranties of the VIH Entities contained in: (i) all of the agreements and covenants of Sellers to be performed prior to the Closing pursuant to this Agreement shall have been duly performed in all material respects; (ii) other than the representations and warranties specifically referenced in subsection (ii) below), disregarding all qualifications and exceptions contained therein relating to materiality, Material Adverse Effect or words of Sellers contained in Article III similar import, shall be true and correct as of the date of this Agreement in all respects both when made and on and as of the Closing Date Date, as if made at on and as of such time date (other than those except to the extent such representations and warranties were expressly made as of a specified date, an earlier date in which case such representations and warranties shall be true and correct in all respects on and as of such specified earlier date); provided, howeverexcept, that for purposes in the case of determining the satisfaction of the condition set forth in this Section 6.2(iiclause (i), where the failure of any such representations and warranties (other than those representations and warranties contained in Sections 3.1, 3.2(a), 3.3, 3.5 and 3.6) shall be deemed to not be so true and correct if the failure or failures of such representations and warranties to be true and correct (such representations and warranties to be read for this purpose without reference to any qualification set forth therein relating to “materiality” or “Material Adverse Effect”) do does not constitutehave, individually or in the aggregate, a Material Adverse Effect; (ii) Sections 3.1, 3.2, 3.3, 3.4, 3.11(c), 3.24, 3.27 and 3.28 of this Agreement shall be true and correct in all respects both when made and on and as of the Closing Date, as if made on and as of such date (except to the extent such representations and warranties were expressly made as of an earlier date in which case such representations and warranties shall be true and correct in all respects on and as of such earlier date); and (iii) Sellers shall have delivered to Purchasers a certificate of a duly authorized officer of Sellers, dated the Closing Date, to the effect that each of the conditions specified in Section 7.2(a)(i) and (ii) above are satisfied in all respects. (b) Sellers shall have performed, in all material respects, their agreements and obligations contained in this Agreement required to be performed by them at or caused before the Closing; and Sellers shall have delivered to Purchasers a certificate of a duly authorized officer of Sellers, dated the Closing Date, to such effect. (c) Purchasers shall have received each of the certificates, instruments, agreements, documents and other items required to be delivered by Sellers at the Closing pursuant to Primary Purchaser the items set forth in Section 2.4(b2.11(c);. (ivd) there Any consent or approval required under the Contracts or documents listed in Schedule 7.2(d) as a result of the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, except for Customary Post-Closing Consents, shall not have occurred after been obtained and evidence of such consent or approval reasonably acceptable to Purchasers shall have been delivered to Purchasers, and no such consent or approval shall have been revoked. (e) Since the date of this Agreement the Reference Balance Sheet, there has not been any event circumstance, change, or development with relation to Sellers or the Subject Companies effect that, individually or in the aggregate, has had, or would reasonably be expected to have, had a Material Adverse Effect;. (vf) The Articles Amendment, the Company Recapitalization and the Debt Repayments shall have occurred and evidence, reasonably acceptable to Purchasers, of such Articles Amendment, Company Recapitalization and Debt Repayments shall have been delivered to Purchasers, provided that for purposes of Closing, the Debt Repayment shall be deemed complete if Sellers have elected, and complied with, the Deferred Debt Repayment Option. (g) Purchasers shall have completed received the environmental investigations described in Section 5.16; andproceeds of the Acceptable Financing or the lenders of the Acceptable Financing have unconditionally undertaken to advance the proceeds of the Acceptable Financing at the Closing. (vih) Sellers shall have caused delivered to Purchasers a certificate of a duly authorized officer of the Subject Companies applicable Asset Seller, dated as of the Closing Date, to obtain the Permits effect that all Transferred Helicopters are in the Delivery Condition. (i) Purchasers shall have confirmed, by written notice to Sellers, no later than the later of (A) the date that is thirty (30) days after the date of this Agreement or (B) the date that the Regulatory Approval is received, that Purchasers have completed their due diligence review of the Business and the Purchased Assets, pursuant to the audits and inspections contemplated in Section 5.17 and regarding the other matters set forth in Section 6.2(vi7.2(i) of the Sellers Purchaser Disclosure Letter or any other evidenceSchedules (which due diligence shall be confirmatory in nature), and that the results of such due diligence shall be satisfactory to Purchasers in their sole discretionPurchasers, demonstrating provided that Acceptance Flights may be conducted after such Permits are not required pursuant to applicable Lawdates.

Conditions to the Obligations of Purchasers. The obligations of Purchasers to consummate the transactions contemplated hereby are subject to the satisfaction or waiver by Primary Purchaser on behalf of Purchasers, on or prior to the Closing Date, of the following further conditions precedent (condiciones suspensivas): (ia) all of the material agreements and material covenants of Sellers to be performed prior to the Closing pursuant to this Agreement shall have been duly performed in all material respects; (iib) the representations and warranties of Sellers contained in Article III (except for the representations and warranties contained in Section 3.1(b) (Authorization), Section 3.1(c) (Non-contravention), Section 3.1(d) (Ownership of Shares), Section 3.2(b) (Ownership of Shares by Televisa HoldCo), Section 3.2(d) (Absence of Other Business) and Section 3.2(e) (Capitalization and Funded Indebtedness of Televisa HoldCo)) shall be true and correct as of the date of this Agreement and as of the Closing Date as if made at and as of such time (other than those representations and warranties made as of a specified date, which such representations and warranties shall be true and correct in all respects as of such specified date); provided, however, that for purposes of determining the satisfaction of the condition set forth in this Section 6.2(ii), such representations and warranties (other than those representations and warranties contained in Sections 3.1, 3.2(a), 3.3, 3.5 and 3.6) shall be deemed to be so true and correct if except where the failure or failures of such representations and warranties to be true and correct (such representations and warranties to be read for this purpose without reference to any qualification set forth therein relating to “materiality” or “Material Adverse Effect”) do would not constitute, individually or in the aggregate, have a Material Adverse Effect; Effect (iii) Sellers shall have delivered disregarding for these purposes any qualification in the text of the relevant representation or caused warranty as to be delivered to Primary Purchaser the items set forth in Section 2.4(bmateriality, Material Adverse Effect or Knowledge); (ivc) the representations and warranties of Sellers contained in Section 3.1(b) (Authorization), Section 3.1(c) (Non-contravention), Section 3.1(d) (Ownership of Shares), Section 3.2(b) (Ownership of Shares by Televisa HoldCo), Section 3.2(d) (Absence of Other Business) and Section 3.2(e) (Capitalization and Funded Indebtedness of Televisa HoldCo) shall be true and correct as of the date of this Agreement and as of the Closing Date as if made at and as of such time. (d) there shall not have occurred after the date of this Agreement any event or development with relation to Sellers Sellers, Televisa HoldCo or the Subject Companies OCEN that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect; (v) Purchasers shall have completed the environmental investigations described in Section 5.16; and (vie) Sellers all Related Party Transactions entered into by Televisa HoldCo, if any, must have been fully terminated, which termination shall include a full release for Televisa HoldCo in connection with those Related Party Transactions. (f) The OCEN Amendment, Termination and Release Agreement must have caused the Subject Companies to obtain the Permits set forth in Section 6.2(vi) of been duly signed by the Sellers Disclosure Letter or any other evidenceand their relevant Affiliates, satisfactory to Purchasers and in their sole discretion, demonstrating such Permits are not required pursuant to applicable Lawfull force and effect.

Conditions to the Obligations of Purchasers. The obligations obligation of Purchasers to consummate purchase and pay for the transactions contemplated hereby are Company Interests hereunder is subject to the satisfaction or waiver by Primary US Purchaser on behalf as of Purchasers, on or prior to the Closing Date, Closings of the following further conditions precedent conditions: (condiciones suspensivas): a) (i) all each of the agreements and covenants of Sellers to be performed prior to the Closing pursuant to this Agreement shall have been duly performed in all material respects; (ii) the representations and warranties of Sellers contained in Article III AMC Fundamental Representations shall be true and correct in all respects, both as of the date of this Agreement and as of the Closing Date Date, with the same effect as if made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such time earlier date), and (ii) each of the other than those representations and warranties made as of a specified date, which such representations the Sellers and warranties the Companies contained in Article III and Article IV of this Agreement shall be true and correct in all respects as of the Closings with the same force and effect as if made as of the Closings (other than representations and warranties expressly made as of an earlier date, which shall be true and correct as of such specified earlier date); provided, however, that for purposes except in the case of determining the satisfaction of the condition set forth in this Section 6.2(iiclause (ii), such representations and warranties (other than those representations and warranties contained in Sections 3.1, 3.2(a), 3.3, 3.5 and 3.6) shall be deemed to be so true and correct if for the failure or failures of such representations and warranties to be true and correct (as of such representations date, as have not had, and warranties would not reasonably be expected to be read for this purpose without reference to any qualification set forth therein relating to “materiality” or “Material Adverse Effect”) do not constitutehave, individually or in the aggregate, a Company Material Adverse Effect; provided, however, that, other than with respect to the representation and warranty of the Companies in Section 4.9, if such representations and warranties are expressly qualified by materiality, “Company Material Adverse Effect” or similar qualifiers, such qualifiers shall be disregarded for purposes of determining whether this Section 9.2(a) has been satisfied; (iiib) The Sellers and the Companies shall have performed in all material respects with all material agreements and covenants required by this Agreement to be performed by the Sellers or the Companies, as applicable, at or prior to the time of the Closings; (c) AMC shall have delivered or caused to be delivered US Purchaser an officer’s certificate dated the Closing Date, certifying to Primary Purchaser the items effect that the conditions set forth in Section 2.4(b)9.2(a) and Section 9.2(b) have been satisfied; (ivd) there AMC and its Affiliates shall not have occurred after consummated the date Company Group Reorganization in accordance with the terms and conditions set forth in Section 6.14 (including Section 6.14(a) and 6.14(b) of this Agreement any event or development with relation the Company Disclosure Letter) and shall have delivered written evidence (in form and substance reasonably acceptable to Sellers or the Subject Companies that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse EffectUS Purchaser) thereof; (ve) Purchasers Each of the Real Property leases, subleases and licenses contemplated and set forth in Section 9.2(e) of the Company Disclosure Letter shall have completed the environmental investigations described material economic terms set forth in Section 5.169.2(e) of the Company Disclosure Letter; (f) AMC and the Companies shall have taken all actions necessary to terminate, effective as of the Closing Date, the following Company Benefit Plans and all outstanding liabilities in connection therewith in exchange for AMC’s payment of, or commitment to pay when due, all outstanding payments and other liabilities (whether Company Transaction Compensation or otherwise) in respect of: (i) the Ascent Media Group, LLC 2006 Long-Term Incentive Plan (as amended and restated effective September 9, 2008, as amended by the First Amendment to Ascent Media Group, LLC 2006 Long-Term Incentive Plan effective as of July 9, 2010); (ii) the Ascent Media Group 2010 Retention Bonus Plan; and (iii) the Ascent Media Group, LLC Management Incentive Plan (as amended and restated effective January 1, 2007; (g) AMC and/or its applicable Affiliate shall have executed and delivered to the Purchasers each of the Transaction Documents to which such Person is contemplated to be a party at the Closings; and (vih) Sellers Each Purchaser shall have established, or have caused to be established, payroll and other health and welfare benefits plans, policies and arrangements for the Subject Companies Continuing Employees, which arrangements (i) shall be effective as of the Closing Date and shall provide for the enrollment and elections of Continuing Employees to obtain be effective immediately after the Permits Closing Date, and (ii) shall in each case be otherwise in such form and substance as shall be reasonably satisfactory to such Purchaser; provided, however, that this Section 9.2(h) and the condition to closing expressed herein shall automatically expire and terminate at 12:01 a.m., New York City time, on January 27, 2011, and shall thereafter be of no further force or effect whatsoever; (i) the real property leases relating to the property at (x) 000-000 Xxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxxx and (y) 000 Xxxxxxxxx Xx., Xxxxxxxx, Xxxxxxxxxxx, in each case under which the US Company is currently a lessee, shall have been assigned or novated so that the US Company shall have been released from any Liability under such lease arising on or after the Closing Date; and (j) AMC shall have delivered to US Purchaser a copy of each of the consents (in form and substance reasonably acceptable to US Purchaser) set forth in Section 6.2(vi4.17(c) of the Sellers Company Disclosure Letter or any other evidence, satisfactory that is specifically referred to Purchasers in their sole discretion, demonstrating such Permits are not required pursuant to applicable Lawas a closing condition therein.