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

Conditions to the Obligations of Yankees. The obligations of Yankees to effect the Merger are subject to the satisfaction or waiver (to the extent permitted by Law) on or prior to the Closing Date of the following conditions: (a) (i) the representations and warranties of Braves set forth in Section 3.2(b) (Capitalization), Section 3.2(c) (Corporate Authority) and Section 3.2(h) (Absence of Certain Changes) shall be true and correct in all respects (other than de minimis failures to be true and correct) as of the date of this Agreement and as of the Closing Date, as if made as of such date (unless such representation or warranty expressly speaks as of an earlier date, in which case as of such earlier date) and (ii) each of the other representations and warranties of Braves set forth in this Agreement (reading such representations and warranties without regard to any materiality or Material Adverse Effect qualifications contained therein) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date, as if made as of such date (unless such representation or warranty expressly speaks as of an earlier date, in which case as of such earlier date), except, in the case of this clause (ii), where the failure to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Braves Group; (b) at or prior to the Closing Date, Braves shall have performed in all material respects all covenants and agreements contained in this Agreement required to be performed or complied with by such Party; and (c) Yankees shall have received an opinion of Wachtell, Lipton, Xxxxx & Xxxx, on the basis of representations and warranties set forth or referred to in such opinion, dated as of the Closing Date, to the effect that the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, such counsel shall be entitled to receive and rely upon representations of officers of Yankees, Braves and Merger Sub or others reasonably requested by such counsel.

Conditions to the Obligations of Yankees. The obligations of Yankees to effect the Yankees Merger are subject to the satisfaction or waiver (to the extent permitted by Law) on or prior to the Closing Date of the following conditions: (a) (i) the representations and warranties of Braves, Parent, Braves Merger Sub and Yankees Merger Sub set forth in Section 3.2(b) (Capitalization), Section 3.2(c) (Corporate Authority) and Section 3.2(h) (Absence of Certain Changes) shall be true and correct in all respects (other than de minimis failures to be true and correct) as of the date of this Agreement and and, in each case, as of the Closing Date or the Execution Date, as applicable, as if made as of such date (unless such representation or warranty expressly speaks as of an earlier datedate prior to the date of this Agreement, in which case as of such earlier date) and (ii) each of the other representations and warranties of Braves set forth in this Agreement (reading such representations and warranties without regard to any materiality or Material Adverse Effect qualifications contained therein) shall be true and correct in all respects as of the date of this Agreement and or the Execution Date, as applicable, and, in each case, as of the Closing Date, as if made as of such date (unless such representation or warranty expressly speaks as of an earlier datedate prior to the date of this Agreement, in which case as of such earlier date), except, in the case of this clause (ii), where the failure to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Braves Group; (b) at or prior to the Closing Date, Braves and Parent shall have performed in all material respects all covenants and agreements contained in this Agreement required to be performed or complied with by such Party; and (c) Yankees shall have received an opinion of Wachtell, Lipton, Xxxxx & Xxxx, on the basis of representations and warranties set forth or referred to in such opinion, dated as of the Closing Date, to the effect that (i) the Yankees Merger will be treated as qualify a reorganization within the meaning of Section 368(a) of the Code, or (ii) in the event the Alternative Transaction is implemented, the Mergers, taken together, will qualify as a transaction described in Section 351 of the Code. In rendering such opinion, such counsel shall be entitled to receive and rely upon representations of officers of Yankees, Braves, Parent, Braves Merger Sub and Yankees Merger Sub or others reasonably requested by such counsel.