Date and Location. The closing of the transactions provided for in this Agreement (the "Closing") shall be held at the offices of Xxxxxxxxx Xxxxxxx Xxxxx & Xxxxxxxx LLP, 0000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, or at such other place mutually agreed to by the parties, commencing at 10:00 a.m. on a date (the "Closing Date") selected by Buyer which shall be within ninety (90) days after the date on which the FCC places on public notice the order (the "Order") approving the assignment of the CP from Seller to Buyer; provided, that the parties shall not be obligated to proceed to Closing if (1) the Order includes conditions materially adverse to Buyer or Seller; or (2) the conditions precedent to Closing have not been satisfied or waived; and, provided further, that Buyer at its option may require the Closing to occur only after the Order has become a "Final Order" (which, for purposes of this Agreement, means that the Order has not been stayed, is not subject to reconsideration or review by the FCC or a court of competent jurisdiction, and the time to institute such administrative or judicial review has expired).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Acme Intermediate Holdings LLC), Asset Purchase Agreement (Acme Television LLC)
Date and Location. The closing of the transactions provided for in this Agreement (the "Closing") shall be held at the offices of Xxxxxxxxx Xxxxxxx Dickstein, Shapiro, Xxxxx & Xxxxxxxx Xxxxxxxx, LLP, 0000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, or at such other place mutually agreed to by the parties, commencing at 10:00 a.m. on a date (the "Closing Date") selected by Buyer which shall be within ninety ten (9010) business days after the date on which the FCC places on public notice the order (the "Order") approving the assignment of the CP FCC Licenses from Seller to Buyer; provided, that the parties shall not be obligated to proceed to Closing if (1) the Order includes conditions materially adverse to Buyer or Seller; or (2) the conditions precedent to Closing have not been satisfied or waived; and, provided further, that Buyer at its option may require the Closing to occur only after the Order has become becomes a "Final Order" (which, for purposes of this Agreement, means that the Order has not been stayed, is not subject to reconsideration or review by the FCC or a court of competent jurisdiction, and the time to institute such administrative or judicial review has expired)): provided, that the parties shall not be obligated to proceed to Closing if (1) the Order includes conditions materially adverse to Buyer or Seller; or (2) the conditions precedent to Closing have not been satisfied or waived; and provided further, that the Closing shall be held at a date set by Buyer within ten (10) business days after issuance of the FCC Order if no petition to deny or other challenge has been filed against the Application, as defined in Section 4.5 of this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Acme Intermediate Holdings LLC), Asset Purchase Agreement (Acme Television LLC)
Date and Location. The closing of the transactions provided for in this Agreement (the "Closing") shall be held at the offices of Xxxxxxxxx Xxxxxxx Xxxxx Dickstein, Shapiro, Morix & Xxxxxxxx LLPXshixxxx, 0000 XXP, 2101 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, or xx at such other place mutually agreed to by the parties, commencing at 10:00 a.m. on a date (the "Closing Date") selected by Buyer which shall be within ninety ten (9010) business days after the date on which the FCC places on public notice the order (the "Order") approving the assignment of the CP FCC Licenses from Seller to Buyer; provided, that the parties shall not be obligated to proceed to Closing if (1) the Order includes conditions materially adverse to Buyer or Seller; or (2) the conditions precedent to Closing have not been satisfied or waived; and, provided further, that Buyer at its option may require the Closing to occur only after the Order has become becomes a "Final Order" (which, for purposes of this Agreement, means that the Order has not been stayed, is not subject to reconsideration or review by the FCC or a court of competent jurisdiction, and the time to institute such administrative or judicial review has expired)): provided, that the parties shall not be obligated to proceed to Closing if (1) the Order includes conditions materially adverse to Buyer or Seller; or (2) the conditions precedent to Closing have not been satisfied or waived; and provided further, that Buyer shall have the right to require that the Closing be held before the Order becomes a Final Order if no petition to deny or other challenge has been filed against the Application, as defined in Section 4.5 of this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Acme Intermediate Holdings LLC)
Date and Location. The closing of the transactions provided for in this Agreement (the "Closing") shall be held at the offices of Xxxxxxxxx Xxxxxxx Xxxxx Dickxxxxx Xxxpxxx Xxxix & Xxxxxxxx LLPXshixxxx XXX, 0000 2101 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, or xx at such other place mutually agreed to by the parties, commencing at 10:00 a.m. on a date (the "Closing Date") selected by Buyer which shall be within ninety ten (9010) business days after the date on which the FCC places on public notice the order (the "Order") approving the assignment of the CP from Seller to Buyer; provided, that the parties shall not be obligated to proceed to Closing if (1) the Order includes conditions materially adverse to Buyer or Seller; or (2) the conditions precedent to Closing have not been satisfied or waived; and, provided further, that Buyer at its option may require the Closing to occur only after the Order has become transaction contemplated hereby becomes a "Final Order" (which, for purposes of this Agreement, means that the Order has not been stayed, is not subject to reconsideration or review by the FCC or a court of competent jurisdiction, and the time to institute such administrative or judicial review has expired)): provided, that the parties shall not be obligated to proceed to Closing if (1) the Order includes conditions materially adverse to Buyer or Sellers or (2) the conditions precedent to Closing have not been satisfied or waived; and provided further, that Buyer shall have the unilateral right to waive the condition that Closing not occur until after the Order has become a Final Order and, if Buyer does waive that condition, the Closing shall occur within give (5) business days after Buyer provides Sellers with notice of such waiver.
Appears in 1 contract
Samples: Membership Purchase Agreement (Acme Intermediate Holdings LLC)