Common use of Manner Clause in Contracts

Manner. This Agreement and the transactions contemplated hereby may be terminated prior to completion of the Closing: (a) by mutual written consent of Citadel, License Sub and Seller; (b) by either Citadel and License Sub, on the one hand, or Seller, on the other, upon providing written notice to the other party at any time after June 30, 1998 if the FCC Approval has not been granted by the FCC, but only if the party providing such notice is not then in material breach of this Agreement; (c) by Citadel and License Sub, upon providing written notice to Seller, if as of the time set for Closing any of the conditions in Section 12 of this Agreement (except Section 12.9 or 12.10) has not been satisfied or waived by Citadel and License Sub in writing, provided Citadel and License Sub are not then in material breach of this Agreement; (d) by Seller, upon providing written notice to Citadel and License Sub, if as of the time set for Closing any of the conditions in Section 11 of this Agreement (except Section 11.7 or 11.8) has not been satisfied or waived by Seller in writing, provided Seller is not then in material breach of this Agreement; (e) by Seller, upon providing written notice to Citadel and License Sub, if Citadel or License Sub fails to consummate the transactions contemplated hereunder after all conditions in Section 12 of the Agreement have been satisfied, provided Seller is not then in material breach of this Agreement; (f) by Citadel and License Sub, upon providing written notice to Seller, if Seller fails to consummate the transactions contemplated hereunder after all conditions in Section 11 of this Agreement have been satisfied, provided Citadel and License Sub are not then in material breach of this Agreement; (g) subject to Section 9.1, by either party upon denial by the FCC of the FCC Application; and (h) by either party if any court of competent jurisdiction in the United States or any other United States governmental body shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other actions shall have become final and non-appealable (provided that such party is not then in material breach of this Agreement).

Manner. This Agreement and the transactions contemplated hereby may be terminated prior to completion of the Closing: (a) by mutual written consent of Citadel, License Sub Citadel and Sellerthe Stockholder; (b) by either Citadel and License Sub, on or the one hand, or Seller, on the other, Stockholder upon providing written notice to the other party at any time after June April 30, 1998 2000 if the FCC Approval has not been granted by the FCC, but only if the party providing such notice is not then in material breach of this Agreement; (c) by Citadel and License SubCitadel, upon providing written notice to Seller, if as of the time set for Closing any of the conditions in Section 12 of this Agreement (except Section 12.9 or 12.10) has not been satisfied or waived by Citadel and License Sub in writing, provided Citadel and License Sub are not then in material breach of this Agreement; (d) by Seller, upon providing written notice to Citadel and License SubStockholder, if as of the time set for Closing any of the conditions in Section 11 of this Agreement (except Section 11.7 11.8 or 11.811.9) has not been satisfied or waived by Seller Citadel in writing, provided Seller Citadel is not then in material breach of this Agreement; (ed) by Sellerthe Stockholder, upon providing written notice to Citadel Citadel, if as of the time set for Closing any of the conditions in Section 10 (except Section 10.7 or 10.8) has not been satisfied or waived by the Stockholder in writing, provided the Stockholder is not then in material breach of this Agreement and License Subthe condition set forth in Section 11.11 has been satisfied; (e) by the Stockholder, upon providing written notice to Citadel, if Citadel or License Sub fails to consummate the transactions contemplated hereunder hereby after all conditions in Section 12 of the Agreement 11 have been satisfied, provided Seller the Stockholder is not then in material breach of this Agreement; (f) by Citadel and License SubCitadel, upon providing written notice to Sellerthe Stockholder, if Seller the Stockholder fails to consummate the transactions contemplated hereunder hereby after all conditions in Section 11 of this Agreement 10 have been satisfied, provided Citadel and License Sub are is not then in material breach of this Agreement; (g) subject to Section 9.1, by either party Citadel or the Stockholder upon denial by the FCC of the FCC Application; and; (h) by either party Citadel or the Stockholder if any court of competent jurisdiction in the United States or any other United States governmental body shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other actions shall have become final and non-appealable appealable; and (provided that such party is i) by Citadel in the event a definitive agreement relating to the Fullxx Xxxnsaction (in form and substance acceptable to Citadel in its complete discretion) and the Contribution Agreement are not then in material breach executed and delivered within two business days after the date of this Agreement)Agreement or cease to be in full force and effect at any time prior to the Closing.

Manner. This Agreement and the transactions contemplated hereby may be terminated prior to completion of the Closing: (a) by mutual written consent of Citadel, License Sub Citadel and SellerSellers; (b) by either Citadel and License Sub, on the one hand, or Seller, on the other, Sellers upon providing written notice to the other party at any time after June 30December 31, 1998 1997 if the FCC Approval has not been granted by the FCC, but only if the party providing such notice is not then in material breach of this Agreement; (c) by Citadel and License SubCitadel, upon providing written notice to SellerSellers, if as of the time set for Closing any of the conditions in Section 12 of this Agreement (except Section 12.9 or 12.1012.9) has not been satisfied or waived by Citadel and License Sub in writing, provided Citadel and License Sub are is not then in material breach of this Agreement; (d) by SellerSellers, upon providing written notice to Citadel and License SubCitadel, if as of the time set for Closing any of the conditions in Section 11 of this Agreement (except Section 11.7 or 11.811.7) has not been satisfied or waived by Seller Sellers in writing, provided Seller is Sellers are not then in material breach of this Agreement; (e) by SellerSellers, upon providing written notice to Citadel and License SubCitadel, if Citadel or License Sub fails to consummate the transactions contemplated hereunder after all conditions in Section 12 of the Agreement have been satisfied, provided Seller is Sellers are not then in material breach of this Agreement; (f) by Citadel and License SubCitadel, upon providing written notice to SellerSellers, if Seller fails Sellers fail to consummate the transactions contemplated hereunder after all conditions in Section 11 of this Agreement have been satisfied, provided Citadel and License Sub are is not then in material breach of this Agreement; (g) subject to Section 9.1, by either party upon denial by the FCC of the FCC Application; and (h) by either party if any court of competent jurisdiction in the United States or any other United States governmental body shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other actions shall have become final and non-appealable appealable. The foregoing notwithstanding, in the event any party hereto elects to terminate this Agreement in accordance with paragraphs (provided that such a) through (h) above, then any party is not then in material breach of this hereto shall have the right to terminate, or cause its Affiliate to terminate, the Real Estate Purchase Agreement), the Snidxx Xxxporation Agreement and the Snidxx Xxxadcasting Agreement.

Manner. This Agreement and the transactions contemplated hereby may be terminated prior to completion of the Closing: (a) by mutual written consent of Citadel, License Sub BBH and Sellerthe Stockholders; (b) by either Citadel and License SubCitadel, on BBH or the one hand, or Seller, on the other, Stockholders upon providing written notice to the other party at any time after June 30, 1998 the first anniversary of the date of this Agreement if the FCC Approval has not been granted by the FCC, but only if the party providing such notice is not then in material breach of this Agreement; (c) by Citadel and License SubCitadel, upon providing written notice to SellerBBH and the Stockholders, if as of the time set for Closing Date any of the conditions in Section 12 of this Agreement 13 (except Section 12.9 13.7 or 12.1013.8) has not been satisfied or waived by Citadel and License Sub in writing, provided (i) Citadel is not then in material breach 41 42 of this Agreement and License Sub (ii) BBH and the Stockholders have not cured the breach or default giving rise to such failed condition within 15 days after delivery of such written notice; (d) by BBH and the Stockholders, upon providing written notice to Citadel, if as of the Closing Date any of the conditions in Section 12 (except Section 12.6 or 12.7) has not been satisfied or waived by BBH and the Stockholders in writing, provided (i) BBH and the Stockholders are not then in material breach of this AgreementAgreement and (ii) Citadel has not cured the breach or default giving rise to such failed condition within 15 days after delivery of such written notice; (de) by SellerBBH and the Stockholders, upon providing written notice to Citadel and License Sub, if as of the time set for Closing any of the conditions in Section 11 of this Agreement (except Section 11.7 or 11.8) has not been satisfied or waived by Seller in writing, provided Seller is not then in material breach of this Agreement; (e) by Seller, upon providing written notice to Citadel and License SubCitadel, if Citadel or License Sub fails to consummate the transactions contemplated hereunder hereby after all conditions in Section 12 of the Agreement 13 have been satisfied, provided Seller is BBH and the Stockholders are not then in material breach of this Agreement; (f) by Citadel and License SubCitadel, upon providing written notice to SellerBBH and the Stockholders, if Seller fails BBH or the Stockholders fail to consummate the transactions contemplated hereunder hereby after all conditions in Section 11 of this Agreement 12 have been satisfied, provided Citadel and License Sub are is not then in material breach of this Agreement; (g) subject to Section 9.1by Citadel, by either party BBH or the Stockholders upon denial by the FCC of the FCC ApplicationApplications; andor (h) by either party Citadel, BBH or the Stockholders if any court of competent jurisdiction in the United States or any other United States governmental body shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other actions shall have become final and non-appealable (provided that such party is not then in material breach of this Agreement)appealable.

Manner. This Agreement and the transactions contemplated hereby may be terminated prior to completion of the Closing: (a) by mutual written consent of Citadel, License Sub Citadel and Sellerthe Company; (b) by either Citadel and License Sub, on or the one hand, or Seller, on the other, Company upon providing written notice to the other party at any time after June 30December 31, 1998 1997 if the FCC Approval has not been granted by the FCC, but only if the party providing such notice is not then in material breach of this Agreement; (c) by Citadel and License SubCitadel, upon providing written notice to Sellerthe Company, if as of the time set for Closing any of the conditions in Section 12 of this Agreement (except Section 12.9 or 12.1012.9) has not been satisfied or waived by Citadel and License Sub in writing, provided Citadel and License Sub are is not then in material breach of this Agreement; (d) by Sellerthe Company, upon providing written notice to Citadel and License SubCitadel, if as of the time set for Closing any of the conditions in Section 11 of this Agreement (except Section 11.7 or 11.811.7) has not been satisfied or waived by Seller the Company in writing, provided Seller the Company is not then in material breach of this Agreement; (e) by Sellerthe Company, upon providing written notice to Citadel and License SubCitadel, if Citadel or License Sub fails to consummate the transactions contemplated hereunder after all conditions in Section 12 of the Agreement have been satisfied, provided Seller the Company is not then in material breach of this Agreement; (f) by Citadel and License SubCitadel, upon providing written notice to Sellerthe Company, if Seller the Company fails to consummate the transactions contemplated hereunder after all conditions in Section 11 of this Agreement have been satisfied, provided Citadel and License Sub are is not then in material breach of this Agreement; (g) subject to Section 9.1, by either party upon denial by the FCC of the FCC Application; and (h) by either party if any court of competent jurisdiction in the United States or any other United States governmental body shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other actions shall have become final and non-appealable appealable. The foregoing notwithstanding, in the event any party hereto elects to terminate this Agreement in accordance with paragraphs (provided that such a) through (h) above, then any party is not then in material breach of this hereto shall have the right to terminate, or cause its Affiliate to terminate, the Real Estate Purchase Agreement), the Snidxx Xxxporation Agreement and the CDB Broadcasting Agreement.

Manner. This Agreement and the transactions contemplated hereby may be terminated prior to completion of the Closing: : (a) by mutual written consent of Citadel, License Sub Sellers and Seller; Stockholders; (b) by either Citadel and License SubCitadel, on the one hand, or SellerSellers and Stockholders, on the other, upon providing written notice to the other party at any time after June 30, 1998 the date which is 12 months after the date of this Agreement if the FCC Approval has not been granted by the FCC, but only if the party providing such notice is not then in material breach of this Agreement; ; (c) by Citadel and License SubCitadel, upon providing written notice to SellerSellers and Stockholders, if as of the time set for Closing any of the conditions in Section 13 (except Sections 13.9 and 13.10) has not been satisfied or waived by Citadel in writing, provided Citadel is not then in material breach of this Agreement; (d) by Sellers and Stockholders, upon providing written notice to Citadel, if as of the time set for Closing any of the conditions in Section 12 of this Agreement (except Section 12.9 or 12.10Sections 12.7 and 12.8) has not been satisfied or waived by Citadel Sellers and License Sub Stockholders in writing, provided Citadel Sellers and License Sub Stockholders are not then in material breach of this Agreement; ; (de) by SellerSellers and Stockholders, upon providing written notice to Citadel and License Sub, if as of the time set for Closing any of the conditions in Section 11 of this Agreement (except Section 11.7 or 11.8) has not been satisfied or waived by Seller in writing, provided Seller is not then in material breach of this Agreement; (e) by Seller, upon providing written notice to Citadel and License SubCitadel, if Citadel or License Sub fails to consummate the transactions contemplated hereunder after all conditions in Section 12 of the Agreement 13 have been satisfied, provided Seller is Sellers and Stockholders are not then in material breach of this Agreement; ; (f) by Citadel and License SubCitadel, upon providing written notice to SellerSellers and Stockholders, if Seller fails Sellers and Stockholders fail to consummate the transactions contemplated hereunder after all conditions in Section 11 of this Agreement 12 have been satisfied, provided Citadel and License Sub are is not then in material breach of this Agreement; ; (g) subject to Section 9.110.1, by either party upon denial by the FCC of the FCC ApplicationApplications; and and (h) by either party if any court of competent jurisdiction in the United States or any other United States governmental body shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other actions shall have become final and non-appealable (provided that such party is not then in material breach of this Agreement).. 51 <PAGE> 53 15.2

Manner. This Agreement and the transactions contemplated hereby may be terminated prior to completion of the Closing: (a) by mutual written consent of Citadel, License Sub CLI, Sellers and SellerStockholder; (b) by either Citadel and License SubCLI, on the one hand, or SellerSellers and Stockholder, on the other, upon providing written notice to the other party at any time after June 30, 1998 the date which is 12 months after the date of this Agreement if the FCC Approval has not been granted by the FCC, but only if the party providing such notice is not then in material breach of this Agreement; (c) by CCC, Citadel and License SubCLI, upon providing written notice to SellerSellers and Stockholder, if as of the time set for Closing any of the conditions in Section 13 (except Sections 13.9 and 13.10) has not been satisfied or waived by CCC, Citadel and CLI in writing, provided CCC, Citadel and CLI are not then in material breach of this Agreement; (d) by Sellers and Stockholder, upon providing written notice to CCC, Citadel and CLI, if as of the time set for Closing any of the conditions in Section 12 of this Agreement (except Section 12.9 or 12.10Sections 12.7 and 12.8) has not been satisfied or waived by Citadel Sellers and License Sub Stockholder in writing, provided Citadel Sellers and License Sub Stockholder are not then in material breach of this Agreement; (d) by Seller, upon providing written notice to Citadel and License Sub, if as of the time set for Closing any of the conditions in Section 11 of this Agreement (except Section 11.7 or 11.8) has not been satisfied or waived by Seller in writing, provided Seller is not then in material breach of this Agreement; (e) by SellerSellers and Stockholder, upon providing written notice to CCC, Citadel and License SubCLI, if CCC, Citadel or License Sub CLI fails to consummate the transactions contemplated hereunder after all conditions in Section 12 of the Agreement 13 have been satisfied, provided Seller is Sellers and Stockholder are not then in material breach of this Agreement; (f) by CCC, Citadel and License SubCLI, upon providing written notice to SellerSellers and Stockholder, if Seller fails Sellers and Stockholder fail to consummate the transactions contemplated hereunder after all conditions in Section 11 of this Agreement 12 have been satisfied, provided CCC, Citadel and License Sub CLI are not then in material breach of this Agreement; (g) subject to Section 9.110.1, by either party upon denial by the FCC of the FCC Application; and (h) by either party if any court of competent jurisdiction in the United States or any other United States governmental body shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other actions shall have become final and non-appealable (provided that such party is not then in material breach of this Agreement).. 42 44

Manner. This Agreement and the transactions contemplated hereby may be terminated prior to completion of the Closing: (a) by mutual written consent of Citadel, License Sub Citadel and Sellerthe Stockholder; (b) by either Citadel and License Sub, on or the one hand, or Seller, on the other, Stockholder upon providing written notice to the other party at any time after June April 30, 1998 2000 if the FCC Approval has not been granted by the FCC, but only if the party providing such notice is not then in material breach of this Agreement; (c) by Citadel and License SubCitadel, upon providing written notice to Seller, if as of the time set for Closing any of the conditions in Section 12 of this Agreement (except Section 12.9 or 12.10) has not been satisfied or waived by Citadel and License Sub in writing, provided Citadel and License Sub are not then in material breach of this Agreement; (d) by Seller, upon providing written notice to Citadel and License SubStockholder, if as of the time set for Closing any of the conditions in Section 11 of this Agreement (except Section 11.7 11.8 or 11.811.9) has not been satisfied or waived by Seller Citadel in writing, provided Seller Citadel is not then in material breach of this Agreement; (ed) by Sellerthe Stockholder, upon providing written notice to Citadel Citadel, if as of the time set for Closing any of the conditions in Section 10 (except Section 10.7 or 10.8) has not been satisfied or waived by the Stockholder in writing, provided the Stockholder is not then in material breach of this Agreement and License Subthe condition set forth in Section 11.11 has been satisfied; (e) by the Stockholder, upon providing written notice to Citadel, if Citadel or License Sub fails to consummate the transactions contemplated hereunder hereby after all conditions in Section 12 of the Agreement 11 have been satisfied, provided Seller the Stockholder is not then in material breach of this Agreement; (f) by Citadel and License SubCitadel, upon providing written notice to Sellerthe Stockholder, if Seller the Stockholder fails to consummate the transactions contemplated hereunder hereby after all conditions in Section 11 of this Agreement 10 have been satisfied, provided Citadel and License Sub are is not then in material breach of this Agreement; (g) subject to Section 9.1, by either party Citadel or the Stockholder upon denial by the FCC of the FCC Application; and; (h) by either party Citadel or the Stockholder if any court of competent jurisdiction in the United States or any other United States governmental body shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other actions shall have become final and non-appealable appealable; and (provided that such party is not then i) by Citadel in material breach the event the definitive agreement relating to the Jeffxxx Xxxnsaction dated the date of this Agreement)Agreement and heretofore executed and delivered and the Contribution Agreement cease to be in full force and effect at any time prior to the Closing.

Manner. This Agreement and the transactions contemplated hereby may be terminated prior to completion of the Closing: (a) by mutual written consent of Citadel, License Sub and SellerPurchaser; (b) by either Citadel and License Sub, on the one hand, or SellerPurchaser, on the other, upon providing written notice to the other party at any time after June 30, 1998 if the FCC Approval has not been granted by the FCC, but only if the party providing such notice is not then in material breach of this Agreement; (c) by Citadel and License SubPurchaser, upon providing written notice to SellerCitadel and License Sub, if as of the time set for Closing any of the conditions in Section 12 of this Agreement (except Sections 12.9 and 12.10) has not been satisfied or waived by Purchaser in writing, provided Purchaser is not then in material breach of this Agreement; (d) by Citadel and License Sub, upon providing written notice to Purchaser, if as of the time set for Closing any of the conditions in Section 12.9 or 12.1011 of this Agreement (except Sections 11.7 and 11.8) has not been satisfied or waived by Citadel and License Sub in writing, provided Citadel and License Sub are not then in material breach of this Agreement; (de) by SellerCitadel and License Sub, upon providing written notice to Purchaser, if Purchaser fails to consummate the transactions contemplated hereunder after all conditions in Section 12 of this Agreement have been satisfied, provided Citadel and License Sub, if as of the time set for Closing any of the conditions in Section 11 of this Agreement (except Section 11.7 or 11.8) has not been satisfied or waived by Seller in writing, provided Seller is Sub are not then in material breach of this Agreement; (ef) by SellerPurchaser, upon providing written notice to Citadel and License Sub, if Citadel or License Sub fails to consummate the transactions contemplated hereunder after all conditions in Section 12 11 of the Agreement have been satisfied, provided Seller Purchaser is not then in material breach of this Agreement; (f) by Citadel and License Sub, upon providing written notice to Seller, if Seller fails to consummate the transactions contemplated hereunder after all conditions in Section 11 of this Agreement have been satisfied, provided Citadel and License Sub are not then in material breach of this Agreement; (g) subject to Section 9.1, by either party upon denial by the FCC of the FCC Application; and (h) by either party if any court of competent jurisdiction in the United States or any other United States governmental body shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other actions shall have become final and non-appealable (provided that such party is not then in material breach of this Agreement)appealable.

Manner. This Agreement and the transactions contemplated hereby may be terminated prior to completion of the Closing: (a) by mutual written consent of Citadel, License Sub Sellers and SellerStockholders; (b) by either Citadel and License SubCitadel, on the one hand, or SellerSellers and Stockholders, on the other, upon providing written notice to the other party at any time after June 30, 1998 the date which is 12 months after the date of this Agreement if the FCC Approval has not been granted by the FCC, but only if the party providing such notice is not then in material breach of this Agreement; (c) by Citadel and License SubCitadel, upon providing written notice to SellerSellers and Stockholders, if as of the time set for Closing any of the conditions in Section 13 (except Sections 13.9 and 13.10) has not been satisfied or waived by Citadel in writing, provided Citadel is not then in material breach of this Agreement; (d) by Sellers and Stockholders, upon providing written notice to Citadel, if as of the time set for Closing any of the conditions in Section 12 of this Agreement (except Section 12.9 or 12.10Sections 12.7 and 12.8) has not been satisfied or waived by Citadel Sellers and License Sub Stockholders in writing, provided Citadel Sellers and License Sub Stockholders are not then in material breach of this Agreement; (d) by Seller, upon providing written notice to Citadel and License Sub, if as of the time set for Closing any of the conditions in Section 11 of this Agreement (except Section 11.7 or 11.8) has not been satisfied or waived by Seller in writing, provided Seller is not then in material breach of this Agreement; (e) by SellerSellers and Stockholders, upon providing written notice to Citadel and License SubCitadel, if Citadel or License Sub fails to consummate the transactions contemplated hereunder after all conditions in Section 12 of the Agreement 13 have been satisfied, provided Seller is Sellers and Stockholders are not then in material breach of this Agreement; (f) by Citadel and License SubCitadel, upon providing written notice to SellerSellers and Stockholders, if Seller fails Sellers and Stockholders fail to consummate the transactions contemplated hereunder after all conditions in Section 11 of this Agreement 12 have been satisfied, provided Citadel and License Sub are is not then in material breach of this Agreement; (g) subject to Section 9.110.1, by either party upon denial by the FCC of the FCC ApplicationApplications; and (h) by either party if any court of competent jurisdiction in the United States or any other United States governmental body shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other actions shall have become final and non-appealable (provided that such party is not then in material breach of this Agreement).

Manner. This Agreement and the transactions contemplated hereby may be terminated prior to completion of the Closing: (a) by mutual written consent of Citadel, License Sub the Company and Sellerthe Stockholder; (b) by either Citadel and License SubCitadel, on the one hand, or Sellerthe Company and the Stockholder, on the other, upon providing written notice to the other party at any time after June 30, 1998 if the FCC Approval has not been granted by the FCC, but only if the party providing such notice is not then in material breach of this Agreement; (c) by Citadel and License SubCitadel, upon providing written notice to Sellerthe Company and the Stockholder, if as of the time set for Closing any of the conditions in Section 12 of this Agreement (except Section 12.9 or 12.10) has not been satisfied or waived by Citadel and License Sub in writing, provided Citadel and License Sub are is not then in material breach of this Agreement; (d) by Sellerthe Company and the Stockholder, upon providing written notice to Citadel and License SubCitadel, if as of the time set for Closing any of the conditions in Section 11 of this Agreement (except Section 11.7 or 11.8) has not been satisfied or waived by Seller the Company and the Stockholder in writing, provided Seller is the Company and the Stockholder are not then in material breach of this Agreement; (e) by Sellerthe Company and the Stockholder, upon providing written notice to Citadel and License SubCitadel, if Citadel or License Sub fails to consummate the transactions contemplated hereunder after all conditions in Section 12 of the Agreement have been satisfied, provided Seller is the Company and the Stockholder are not then in material breach of this Agreement; (f) by Citadel and License SubCitadel, upon providing written notice to Sellerthe Company and the Stockholder, if Seller fails the Company and the Stockholder fail to consummate the transactions contemplated hereunder after all conditions in Section 11 of this Agreement have been satisfied, provided Citadel and License Sub are is not then in material breach of this Agreement; (g) subject to Section 9.1, by either party upon denial by the FCC of the FCC Application; and (h) by either party if any court of competent jurisdiction in the United States or any other United States governmental body shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other actions shall have become final and non-appealable (provided that such party is not then in material breach of this Agreement).

Manner. This Agreement and the transactions contemplated hereby may be terminated prior to completion of the Closing: (a) by mutual written consent of Citadel, License Sub Citadel and Sellerthe Company; (b) by either Citadel and License Sub, on or the one hand, or Seller, on the other, Company upon providing written notice to the other party at any time after June 30December 31, 1998 1997 if the FCC Approval has not been granted by the FCC, but only if the party providing such notice is not then in material breach of this Agreement; (c) by Citadel and License SubCitadel, upon providing written notice to Sellerthe Company, if as of the time set for Closing any of the conditions in Section 12 of this Agreement (except Section 12.9 or 12.1012.9) has not been satisfied or waived by Citadel and License Sub in writing, provided Citadel and License Sub are is not then in material breach of this Agreement; (d) by Sellerthe Company, upon providing written notice to Citadel and License SubCitadel, if as of the time set for Closing any of the conditions in Section 11 of this Agreement (except Section 11.7 or 11.811.7) has not been satisfied or waived by Seller the Company in writing, provided Seller the Company is not then in material breach of this Agreement; (e) by Sellerthe Company, upon providing written notice to Citadel and License SubCitadel, if Citadel or License Sub fails to consummate the transactions contemplated hereunder after all conditions in Section 12 of the Agreement have been satisfied, provided Seller the Company is not then in material breach of this Agreement; (f) by Citadel and License SubCitadel, upon providing written notice to Sellerthe Company, if Seller the Company fails to consummate the transactions contemplated hereunder after all conditions in Section 11 of this Agreement have been satisfied, provided Citadel and License Sub are is not then in material breach of this Agreement; (g) subject to Section 9.1, by either party upon denial by the FCC of the FCC Application; and (h) by either party if any court of competent jurisdiction in the United States or any other United States governmental body shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other actions shall have become final and non-appealable appealable. The foregoing notwithstanding, in the event any party hereto elects to terminate this Agreement in accordance with paragraphs (provided that such a) through (h) above, then any party is not then in material breach of this hereto shall have the right to terminate, or cause its Affiliate to terminate, the Real Estate Purchase Agreement), the Snidxx Xxxadcasting Agreement and the CDB Broadcasting Agreement.