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, BBH and the Stockholders; (b) by either Citadel, BBH or the Stockholders upon providing written notice to the other party at any time after 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, upon providing written notice to BBH and the Stockholders, if as of the Closing Date any of the conditions in Section 13 (except Section 13.7 or 13.8) has not been satisfied or waived by Citadel in writing, provided (i) Citadel is not then in material breach 41 42 of this Agreement and (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 Agreement 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; (e) by BBH and the Stockholders, upon providing written notice to Citadel, if Citadel fails to consummate the transactions contemplated hereby after all conditions in Section 13 have been satisfied, provided BBH and the Stockholders are not then in material breach of this Agreement; (f) by Citadel, upon providing written notice to BBH and the Stockholders, if BBH or the Stockholders fail to consummate the transactions contemplated hereby after all conditions in Section 12 have been satisfied, provided Citadel is not then in material breach of this Agreement; (g) by Citadel, BBH or the Stockholders upon denial by the FCC of the FCC Applications; or (h) by 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.

Manner. This Agreement and the transactions contemplated hereby may be terminated prior to completion of the Closing: (a) by mutual written consent of Citadel, BBH Citadel and the StockholdersSellers; (b) by either Citadel, BBH Citadel or the Stockholders Sellers upon providing written notice to the other party at any time after the first anniversary of the date of this Agreement December 31, 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, upon providing written notice to BBH and the StockholdersSellers, if as of the time set for Closing Date any of the conditions in Section 13 12 of this Agreement (except Section 13.7 or 13.812.9) has not been satisfied or waived by Citadel in writing, provided (i) Citadel is not then in material breach 41 42 of this Agreement and (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 noticeAgreement; (d) by BBH and the StockholdersSellers, upon providing written notice to Citadel, if as of the time set for Closing Date any of the conditions in Section 12 11 of this Agreement (except Section 12.6 or 12.711.7) has not been satisfied or waived by BBH and the Stockholders Sellers in writing, provided (i) BBH and the Stockholders Sellers are not then in material breach of this Agreement and (ii) Citadel has not cured the breach or default giving rise to such failed condition within 15 days after delivery of such written noticeAgreement; (e) by BBH and the StockholdersSellers, upon providing written notice to Citadel, if Citadel fails to consummate the transactions contemplated hereby hereunder after all conditions in Section 13 12 of the Agreement have been satisfied, provided BBH and the Stockholders Sellers are not then in material breach of this Agreement; (f) by Citadel, upon providing written notice to BBH and the StockholdersSellers, if BBH or the Stockholders Sellers fail to consummate the transactions contemplated hereby hereunder after all conditions in Section 12 11 of this Agreement have been satisfied, provided Citadel is not then in material breach of this Agreement; (g) by Citadel, BBH or the Stockholders either party upon denial by the FCC of the FCC ApplicationsApplication; orand (h) by Citadel, BBH or the Stockholders 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. The foregoing notwithstanding, in the event any party hereto elects to terminate this Agreement in accordance with paragraphs (a) through (h) above, then any party 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, BBH Sellers and the Stockholders; ; (b) by either Citadel, BBH on the one hand, or Sellers and Stockholders, on the Stockholders other, upon providing written notice to the other party at any time after the first anniversary of 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, upon providing written notice to BBH Sellers and the Stockholders, if as of the time set for Closing Date any of the conditions in Section 13 (except Section 13.7 or 13.8Sections 13.9 and 13.10) has not been satisfied or waived by Citadel in writing, provided (i) Citadel is not then in material breach 41 42 of this Agreement and (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; Agreement; (d) by BBH Sellers and the Stockholders, upon providing written notice to Citadel, if as of the time set for Closing Date any of the conditions in Section 12 (except Section 12.6 or 12.7Sections 12.7 and 12.8) has not been satisfied or waived by BBH Sellers and the Stockholders in writing, provided (i) BBH Sellers and the Stockholders are not then in material breach of this Agreement 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; Agreement; (e) by BBH Sellers and the Stockholders, upon providing written notice to Citadel, if Citadel fails to consummate the transactions contemplated hereby hereunder after all conditions in Section 13 have been satisfied, provided BBH Sellers and the Stockholders are not then in material breach of this Agreement; ; (f) by Citadel, upon providing written notice to BBH Sellers and the Stockholders, if BBH or the Sellers and Stockholders fail to consummate the transactions contemplated hereby hereunder after all conditions in Section 12 have been satisfied, provided Citadel is not then in material breach of this Agreement; ; (g) subject to Section 10.1, by Citadel, BBH or the Stockholders either party upon denial by the FCC of the FCC Applications; or and (h) by Citadel, BBH or the Stockholders 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 (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, BBH Citadel and the StockholdersStockholder; (b) by either Citadel, BBH Citadel or the Stockholders Stockholder upon providing written notice to the other party at any time after the first anniversary of the date of this Agreement April 30, 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, upon providing written notice to BBH and the StockholdersStockholder, if as of the time set for Closing Date any of the conditions in Section 13 11 (except Section 13.7 11.8 or 13.811.9) has not been satisfied or waived by Citadel in writing, provided (i) Citadel is not then in material breach 41 42 of this Agreement and (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 noticeAgreement; (d) by BBH and the StockholdersStockholder, upon providing written notice to Citadel, if as of the time set for Closing Date any of the conditions in Section 12 10 (except Section 12.6 10.7 or 12.710.8) has not been satisfied or waived by BBH and the Stockholders Stockholder in writing, provided (i) BBH and the Stockholders are Stockholder is not then in material breach of this Agreement and (ii) Citadel the condition set forth in Section 11.11 has not cured the breach or default giving rise to such failed condition within 15 days after delivery of such written noticebeen satisfied; (e) by BBH and the StockholdersStockholder, upon providing written notice to Citadel, if Citadel fails to consummate the transactions contemplated hereby after all conditions in Section 13 11 have been satisfied, provided BBH and the Stockholders are Stockholder is not then in material breach of this Agreement; (f) by Citadel, upon providing written notice to BBH and the StockholdersStockholder, if BBH or the Stockholders fail Stockholder fails to consummate the transactions contemplated hereby after all conditions in Section 12 10 have been satisfied, provided Citadel is not then in material breach of this Agreement; (g) by Citadel, BBH Citadel or the Stockholders Stockholder upon denial by the FCC of the FCC Applications; orApplication; (h) by Citadel, BBH Citadel or the Stockholders 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; and (i) by Citadel in the event the definitive agreement relating to the Jeffxxx Xxxnsaction dated the date of this 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, BBH License Sub and the StockholdersPurchaser; (b) by either CitadelCitadel and License Sub, BBH on the one hand, or Purchaser, on the Stockholders other, upon providing written notice to the other party at any time after the first anniversary of the date of this Agreement 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 CitadelPurchaser, upon providing written notice to BBH Citadel and the StockholdersLicense Sub, if as of the time set for Closing Date any of the conditions in Section 13 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 13.7 or 13.811 of this Agreement (except Sections 11.7 and 11.8) 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 (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 License Sub are not then in material breach of this Agreement and (ii) Citadel has not cured the breach or default giving rise to such failed condition within 15 days after delivery of such written noticeAgreement; (e) by BBH Citadel and the StockholdersLicense Sub, upon providing written notice to CitadelPurchaser, if Citadel Purchaser fails to consummate the transactions contemplated hereby hereunder after all conditions in Section 13 12 of this Agreement have been satisfied, provided BBH Citadel and the Stockholders License Sub are not then in material breach of this Agreement; (f) by CitadelPurchaser, upon providing written notice to BBH Citadel and the StockholdersLicense Sub, if BBH Citadel or the Stockholders fail License Sub fails to consummate the transactions contemplated hereby hereunder after all conditions in Section 12 11 of the Agreement have been satisfied, provided Citadel Purchaser is not then in material breach of this Agreement; (g) subject to Section 9.1, by Citadel, BBH or the Stockholders either party upon denial by the FCC of the FCC ApplicationsApplication; orand (h) by Citadel, BBH or the Stockholders 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.

Manner. This Agreement and the transactions contemplated hereby may be terminated prior to completion of the Closing: (a) by mutual written consent of Citadel, BBH Citadel and the StockholdersStockholder; (b) by either Citadel, BBH Citadel or the Stockholders Stockholder upon providing written notice to the other party at any time after the first anniversary of the date of this Agreement April 30, 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, upon providing written notice to BBH and the StockholdersStockholder, if as of the time set for Closing Date any of the conditions in Section 13 11 (except Section 13.7 11.8 or 13.811.9) has not been satisfied or waived by Citadel in writing, provided (i) Citadel is not then in material breach 41 42 of this Agreement and (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 noticeAgreement; (d) by BBH and the StockholdersStockholder, upon providing written notice to Citadel, if as of the time set for Closing Date any of the conditions in Section 12 10 (except Section 12.6 10.7 or 12.710.8) has not been satisfied or waived by BBH and the Stockholders Stockholder in writing, provided (i) BBH and the Stockholders are Stockholder is not then in material breach of this Agreement and (ii) Citadel the condition set forth in Section 11.11 has not cured the breach or default giving rise to such failed condition within 15 days after delivery of such written noticebeen satisfied; (e) by BBH and the StockholdersStockholder, upon providing written notice to Citadel, if Citadel fails to consummate the transactions contemplated hereby after all conditions in Section 13 11 have been satisfied, provided BBH and the Stockholders are Stockholder is not then in material breach of this Agreement; (f) by Citadel, upon providing written notice to BBH and the StockholdersStockholder, if BBH or the Stockholders fail Stockholder fails to consummate the transactions contemplated hereby after all conditions in Section 12 10 have been satisfied, provided Citadel is not then in material breach of this Agreement; (g) by Citadel, BBH Citadel or the Stockholders Stockholder upon denial by the FCC of the FCC Applications; orApplication; (h) by Citadel, BBH Citadel or the Stockholders 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; and (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 executed and delivered within two business days after the date of this 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, BBH License Sub and the StockholdersSeller; (b) by either CitadelCitadel and License Sub, BBH on the one hand, or Seller, on the Stockholders other, upon providing written notice to the other party at any time after the first anniversary of the date of this Agreement 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 CitadelCitadel and License Sub, upon providing written notice to BBH and the StockholdersSeller, if as of the time set for Closing Date any of the conditions in Section 13 12 of this Agreement (except Section 13.7 12.9 or 13.812.10) has not been satisfied or waived by Citadel and License Sub in writing, provided (i) Citadel is and License Sub are not then in material breach 41 42 of this Agreement and (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 noticeAgreement; (d) by BBH and the StockholdersSeller, upon providing written notice to CitadelCitadel and License Sub, if as of the time set for Closing Date any of the conditions in Section 12 11 of this Agreement (except Section 12.6 11.7 or 12.711.8) has not been satisfied or waived by BBH and the Stockholders Seller in writing, provided (i) BBH and the Stockholders are Seller is not then in material breach of this Agreement and (ii) Citadel has not cured the breach or default giving rise to such failed condition within 15 days after delivery of such written noticeAgreement; (e) by BBH and the StockholdersSeller, upon providing written notice to CitadelCitadel and License Sub, if Citadel or License Sub fails to consummate the transactions contemplated hereby hereunder after all conditions in Section 13 12 of the Agreement have been satisfied, provided BBH and the Stockholders are Seller is not then in material breach of this Agreement; (f) by CitadelCitadel and License Sub, upon providing written notice to BBH and the StockholdersSeller, if BBH or the Stockholders fail Seller fails to consummate the transactions contemplated hereby hereunder after all conditions in Section 12 11 of this Agreement have been satisfied, provided Citadel is and License Sub are not then in material breach of this Agreement; (g) subject to Section 9.1, by Citadel, BBH or the Stockholders either party upon denial by the FCC of the FCC ApplicationsApplication; orand (h) by Citadel, BBH or the Stockholders 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-appealableappealable (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, BBH Sellers and the Stockholders; (b) by either Citadel, BBH on the one hand, or Sellers and Stockholders, on the Stockholders other, upon providing written notice to the other party at any time after the first anniversary of 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, upon providing written notice to BBH Sellers and the Stockholders, if as of the time set for Closing Date any of the conditions in Section 13 (except Section 13.7 or 13.8Sections 13.9 and 13.10) has not been satisfied or waived by Citadel in writing, provided (i) Citadel is not then in material breach 41 42 of this Agreement and (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 noticeAgreement; (d) by BBH Sellers and the Stockholders, upon providing written notice to Citadel, if as of the time set for Closing Date any of the conditions in Section 12 (except Section 12.6 or 12.7Sections 12.7 and 12.8) has not been satisfied or waived by BBH Sellers and the Stockholders in writing, provided (i) BBH Sellers and the Stockholders are not then in material breach of this Agreement and (ii) Citadel has not cured the breach or default giving rise to such failed condition within 15 days after delivery of such written noticeAgreement; (e) by BBH Sellers and the Stockholders, upon providing written notice to Citadel, if Citadel fails to consummate the transactions contemplated hereby hereunder after all conditions in Section 13 have been satisfied, provided BBH Sellers and the Stockholders are not then in material breach of this Agreement; (f) by Citadel, upon providing written notice to BBH Sellers and the Stockholders, if BBH or the Sellers and Stockholders fail to consummate the transactions contemplated hereby hereunder after all conditions in Section 12 have been satisfied, provided Citadel is not then in material breach of this Agreement; (g) subject to Section 10.1, by Citadel, BBH or the Stockholders either party upon denial by the FCC of the FCC Applications; orand (h) by Citadel, BBH or the Stockholders 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-appealableappealable (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, BBH the Company and the StockholdersStockholder; (b) by either Citadel, BBH on the one hand, or the Stockholders Company and the Stockholder, on the other, upon providing written notice to the other party at any time after the first anniversary of the date of this Agreement 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, upon providing written notice to BBH the Company and the StockholdersStockholder, if as of the time set for Closing Date any of the conditions in Section 13 12 of this Agreement (except Section 13.7 12.9 or 13.812.10) has not been satisfied or waived by Citadel in writing, provided (i) Citadel is not then in material breach 41 42 of this Agreement and (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 noticeAgreement; (d) by BBH the Company and the StockholdersStockholder, upon providing written notice to Citadel, if as of the time set for Closing Date any of the conditions in Section 12 11 of this Agreement (except Section 12.6 11.7 or 12.711.8) has not been satisfied or waived by BBH the Company and the Stockholders Stockholder in writing, provided (i) BBH the Company and the Stockholders Stockholder are not then in material breach of this Agreement and (ii) Citadel has not cured the breach or default giving rise to such failed condition within 15 days after delivery of such written noticeAgreement; (e) by BBH the Company and the StockholdersStockholder, upon providing written notice to Citadel, if Citadel fails to consummate the transactions contemplated hereby hereunder after all conditions in Section 13 12 of the Agreement have been satisfied, provided BBH the Company and the Stockholders Stockholder are not then in material breach of this Agreement; (f) by Citadel, upon providing written notice to BBH the Company and the StockholdersStockholder, if BBH or the Stockholders Company and the Stockholder fail to consummate the transactions contemplated hereby hereunder after all conditions in Section 12 11 of this Agreement have been satisfied, provided Citadel is not then in material breach of this Agreement; (g) subject to Section 9.1, by Citadel, BBH or the Stockholders either party upon denial by the FCC of the FCC ApplicationsApplication; orand (h) by Citadel, BBH or the Stockholders 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-appealableappealable (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, BBH Citadel and the StockholdersCompany; (b) by either Citadel, BBH Citadel or the Stockholders Company upon providing written notice to the other party at any time after the first anniversary of the date of this Agreement December 31, 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, upon providing written notice to BBH and the StockholdersCompany, if as of the time set for Closing Date any of the conditions in Section 13 12 of this Agreement (except Section 13.7 or 13.812.9) has not been satisfied or waived by Citadel in writing, provided (i) Citadel is not then in material breach 41 42 of this Agreement and (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 noticeAgreement; (d) by BBH and the StockholdersCompany, upon providing written notice to Citadel, if as of the time set for Closing Date any of the conditions in Section 12 11 of this Agreement (except Section 12.6 or 12.711.7) has not been satisfied or waived by BBH and the Stockholders Company in writing, provided (i) BBH and the Stockholders are Company is not then in material breach of this Agreement and (ii) Citadel has not cured the breach or default giving rise to such failed condition within 15 days after delivery of such written noticeAgreement; (e) by BBH and the StockholdersCompany, upon providing written notice to Citadel, if Citadel fails to consummate the transactions contemplated hereby hereunder after all conditions in Section 13 12 of the Agreement have been satisfied, provided BBH and the Stockholders are Company is not then in material breach of this Agreement; (f) by Citadel, upon providing written notice to BBH and the StockholdersCompany, if BBH or the Stockholders fail Company fails to consummate the transactions contemplated hereby hereunder after all conditions in Section 12 11 of this Agreement have been satisfied, provided Citadel is not then in material breach of this Agreement; (g) by Citadel, BBH or the Stockholders either party upon denial by the FCC of the FCC ApplicationsApplication; orand (h) by Citadel, BBH or the Stockholders 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. The foregoing notwithstanding, in the event any party hereto elects to terminate this Agreement in accordance with paragraphs (a) through (h) above, then any party 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.

Manner. This Agreement and the transactions contemplated hereby may be terminated prior to completion of the Closing: (a) by mutual written consent of Citadel, BBH Citadel and the StockholdersCompany; (b) by either Citadel, BBH Citadel or the Stockholders Company upon providing written notice to the other party at any time after the first anniversary of the date of this Agreement December 31, 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, upon providing written notice to BBH and the StockholdersCompany, if as of the time set for Closing Date any of the conditions in Section 13 12 of this Agreement (except Section 13.7 or 13.812.9) has not been satisfied or waived by Citadel in writing, provided (i) Citadel is not then in material breach 41 42 of this Agreement and (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 noticeAgreement; (d) by BBH and the StockholdersCompany, upon providing written notice to Citadel, if as of the time set for Closing Date any of the conditions in Section 12 11 of this Agreement (except Section 12.6 or 12.711.7) has not been satisfied or waived by BBH and the Stockholders Company in writing, provided (i) BBH and the Stockholders are Company is not then in material breach of this Agreement and (ii) Citadel has not cured the breach or default giving rise to such failed condition within 15 days after delivery of such written noticeAgreement; (e) by BBH and the StockholdersCompany, upon providing written notice to Citadel, if Citadel fails to consummate the transactions contemplated hereby hereunder after all conditions in Section 13 12 of the Agreement have been satisfied, provided BBH and the Stockholders are Company is not then in material breach of this Agreement; (f) by Citadel, upon providing written notice to BBH and the StockholdersCompany, if BBH or the Stockholders fail Company fails to consummate the transactions contemplated hereby hereunder after all conditions in Section 12 11 of this Agreement have been satisfied, provided Citadel is not then in material breach of this Agreement; (g) by Citadel, BBH or the Stockholders either party upon denial by the FCC of the FCC ApplicationsApplication; orand (h) by Citadel, BBH or the Stockholders 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. The foregoing notwithstanding, in the event any party hereto elects to terminate this Agreement in accordance with paragraphs (a) through (h) above, then any party 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, BBH CLI, Sellers and the StockholdersStockholder; (b) by either CitadelCitadel and CLI, BBH on the one hand, or Sellers and Stockholder, on the Stockholders other, upon providing written notice to the other party at any time after the first anniversary of 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 CitadelCCC, Citadel and CLI, upon providing written notice to BBH Sellers and the StockholdersStockholder, if as of the time set for Closing Date any of the conditions in Section 13 (except Section 13.7 or 13.8Sections 13.9 and 13.10) has not been satisfied or waived by CCC, Citadel and CLI in writing, provided (i) CCC, Citadel is and CLI are not then in material breach 41 42 of this Agreement and (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 noticeAgreement; (d) by BBH Sellers and the StockholdersStockholder, upon providing written notice to CitadelCCC, Citadel and CLI, if as of the time set for Closing Date any of the conditions in Section 12 (except Section 12.6 or 12.7Sections 12.7 and 12.8) has not been satisfied or waived by BBH Sellers and the Stockholders Stockholder in writing, provided (i) BBH Sellers and the Stockholders Stockholder are not then in material breach of this Agreement and (ii) Citadel has not cured the breach or default giving rise to such failed condition within 15 days after delivery of such written noticeAgreement; (e) by BBH Sellers and the StockholdersStockholder, upon providing written notice to CitadelCCC, Citadel and CLI, if CCC, Citadel or CLI fails to consummate the transactions contemplated hereby hereunder after all conditions in Section 13 have been satisfied, provided BBH Sellers and the Stockholders Stockholder are not then in material breach of this Agreement; (f) by CitadelCCC, Citadel and CLI, upon providing written notice to BBH Sellers and the StockholdersStockholder, if BBH or the Stockholders Sellers and Stockholder fail to consummate the transactions contemplated hereby hereunder after all conditions in Section 12 have been satisfied, provided CCC, Citadel is and CLI are not then in material breach of this Agreement; (g) subject to Section 10.1, by Citadel, BBH or the Stockholders either party upon denial by the FCC of the FCC ApplicationsApplication; orand (h) by Citadel, BBH or the Stockholders 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 (provided that such party is not then in material breach of this Agreement). 42 44