Common use of No Cessation of Broadcasting Clause in Contracts

No Cessation of Broadcasting. (a) Between the date hereof and the Closing Date, the Station shall not have for a period of more than ten (10) continuous days, (i) ceased broadcasting on its authorized frequency, (ii) lost substantially all of its normal broadcasting capability or (iii) been broadcasting at a power level of 50% or less of its FCC authorized level. Seller shall promptly notify Buyer of the occurrence of any one or more of the foregoing events or conditions, and the non-fulfillment of the condition precedent set forth in this Subsection caused by the occurrence of the events specified in Seller's notice shall be deemed waived by Buyer unless, within fifteen (15) days after Buyer's receipt of Seller's written notice, Buyer notifies Seller in writing to the contrary. (b) In addition, during the five (5) days immediately preceding the Closing Date, the Station shall have been operating continuously with substantially all of its normal broadcasting capability except for cessation or reductions for insignificant periods of time resulting from occurrences (such as lightning strikes) over which Seller has no control. Seller shall have the right to delay Closing for a period not to exceed thirty (30) days if Seller reasonably determines that any action to restore the Station substantially all of its normal broadcasting capability can be completed during such delay period.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Salem Communications Corp /De/), Asset Purchase Agreement (Salem Communications Corp /De/)

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No Cessation of Broadcasting. (a) Between the date hereof and the Closing Date, the Station shall not have for a period of more than ten (10) continuous days, days in the aggregate (i) ceased broadcasting on its authorized frequency, (ii) lost substantially all of its normal broadcasting capability or (iii) been broadcasting at a power level of 50% or less of its FCC authorized level. Seller shall promptly notify Buyer of the occurrence of any one or more of the foregoing events or conditions, and the non-fulfillment of the condition precedent set forth in this Subsection caused by the occurrence of the events specified in Seller's notice shall be deemed waived by Buyer unless, within fifteen (15) days after Buyer's receipt of Seller's written notice, Buyer notifies Seller in writing to the contrary. (b) In addition, during the five (5) days immediately preceding the Closing Date, the Station shall have been operating continuously with substantially all of its normal broadcasting capability except for cessation or reductions for insignificant periods of time resulting from occurrences (such as lightning strikes) over which Seller has no control. Seller shall have the right to delay Closing for a period not to exceed thirty (30) days if Seller reasonably determines that any action to restore the Station substantially all of its normal broadcasting capability can be completed during such delay period.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/)

No Cessation of Broadcasting. (a) Between the date hereof and the Closing Date, the Station shall not have not, for a period of more than ten (10) continuous daysdays in the aggregate, have (i) ceased broadcasting on its authorized frequency, (ii) lost substantially all of its normal broadcasting capability or (iii) been broadcasting at a power level of 50% or less of its FCC authorized level. Seller (or will cause the Company to) shall promptly notify Buyer of the occurrence of any one or more of the foregoing events or conditions, and the non-fulfillment nonfulfillment of the condition precedent set forth in this Subsection caused by the occurrence of the events specified in Seller's such notice shall be deemed waived by Buyer unless, within fifteen (15) days after Buyer's receipt of either Seller's or the Company's written notice, Buyer notifies Seller and the Company in writing to the contrary. (b) In addition, during the five (5) days immediately preceding the Closing Date, the Station shall have been operating continuously with substantially all of its normal broadcasting capability except for cessation or reductions for insignificant periods of time resulting from occurrences (such as lightning strikes) over which Seller the Company has no control. Seller shall have the right to delay Closing for a period not to exceed thirty (30) days if Seller reasonably determines that any action to restore the Station to substantially all of its normal broadcasting capability can be completed during such delay period.

Appears in 1 contract

Samples: Asset Purchase Agreement (Salem Communications Corp /Ca/)

No Cessation of Broadcasting. (a) Between the date hereof and the Closing Date, the Station shall not have for a period of more than ten (10) continuous days, days in the aggregate (i) ceased broadcasting on its authorized frequency, (ii) lost substantially all of its normal broadcasting capability or (iii) been broadcasting at a power level of 50% or less of its FCC authorized level. Seller shall promptly notify Buyer of the occurrence of any one or more of the foregoing events or conditions, and the non-fulfillment of the condition precedent set forth in this Subsection caused by the occurrence of the events specified in Seller's notice shall be deemed waived by Buyer unless, within fifteen (15) days after Buyer's receipt of Seller's written notice, Buyer notifies Seller in writing to the contrary. (b) In addition, during the five (5) days immediately preceding the Closing Date, the Station shall have been operating continuously with substantially all of its normal broadcasting capability except for cessation or reductions for insignificant periods of time resulting from occurrences (such as lightning strikes) over which Seller has no control. Seller shall have the right to delay Closing for a period not to exceed thirty (30) days if Seller reasonably determines that any action to restore the Station substantially all of its normal broadcasting capability can be completed during such delay period. (c) Notwithstanding the foregoing, the loss or damage to Seller's transmission facilities or the failure to comply with any standard set forth in Section 6.8(a) or Section 6.8(b) shall not be a condition precedent to Buyer's -------------- -------------- obligation to close if such loss, damage or failure to comply arose solely by reason of the act or omission of Buyer in its capacity as the programmer of the Station under the LMA.

Appears in 1 contract

Samples: Asset Purchase Agreement (Salem Communications Corp /De/)

No Cessation of Broadcasting. (a) Between the date hereof and the Closing Date, neither of the Station Stations shall not have for a period of more than ten (10) continuous days, days in the aggregate (i) ceased broadcasting on its authorized frequency, (ii) lost substantially all of its normal broadcasting capability or (iii) been broadcasting at a power level of 50% or less of its FCC authorized level. Seller Sellers shall promptly notify Buyer of the occurrence of any one or more of the foregoing events or conditions, and the non-fulfillment of the condition precedent set forth in this Subsection caused by the occurrence of the events specified in Seller's Sellers' notice shall be deemed waived by Buyer unless, within fifteen (15) days after Buyer's receipt of Seller's Sellers' written notice, Buyer notifies Seller Sellers in writing to the contrary. (b) In addition, during the five (5) days immediately preceding the Closing Date, each of the Station Stations shall have been operating continuously with substantially all of its normal broadcasting capability except for cessation or reductions for insignificant periods of time resulting from occurrences (such as lightning strikes) over which Seller has Sellers have no control. Seller Sellers shall have the right to delay Closing for a period not to exceed thirty (30) days if Seller Sellers reasonably determines determine that any action to restore the Station Stations to substantially all of its their normal broadcasting capability can be completed during such delay period. (c) Notwithstanding the foregoing, the loss or damage to Sellers' transmission facilities shall not be a condition precedent to Buyer's obligation to close if such loss or damage arose by reason of the act or omission of Buyer in its capacity as the programmer of the Stations under the LMA.

Appears in 1 contract

Samples: Asset Purchase Agreement (Salem Communications Corp /De/)

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No Cessation of Broadcasting. (a) Between the date hereof and the Closing Date, the Station shall not have for a period of more than ten (10) continuous days, days in the aggregate (i) ceased broadcasting on its authorized frequency, (ii) lost substantially all of its normal broadcasting capability or (iii) been broadcasting at a power level of 50% or less of its FCC authorized level. Seller shall promptly notify Buyer of the occurrence of any one or more of the foregoing events or conditions, and the non-fulfillment of the condition precedent set forth in this Subsection caused by the occurrence of the events specified in Seller's notice shall be deemed waived by Buyer unless, within fifteen (15) days after Buyer's receipt of Seller's written notice, Buyer notifies Seller in writing to the contrary. (b) In addition, during the five (5) days immediately preceding the Closing Date, the Station shall have been operating continuously with substantially all of its normal broadcasting capability except for cessation or reductions for insignificant periods of time resulting from occurrences (such as lightning strikes) over which Seller has no control. Seller or Buyer shall have the right to delay Closing for a period not to exceed thirty (30) days if Seller or Buyer reasonably determines that any action to restore the Station substantially all of its normal broadcasting capability can be completed during such delay period.

Appears in 1 contract

Samples: Asset Purchase Agreement (Salem Communications Corp /De/)

No Cessation of Broadcasting. (a) Between the date hereof and the Closing Date, the Station shall not have for a period of more than ten (10) continuous days, days in the aggregate (i) ceased broadcasting on its authorized frequency, (ii) lost substantially all of its normal broadcasting capability or capability. Between the date of the grant of any license application filed to cover any technical changes made as a result of the repairs to the Harbor Island tower site and the Closing Date, the Station shall not have, for a period of more than ten (iii10) days in the aggregate, been broadcasting at a power level of 50% or less of its FCC authorized level. Seller shall promptly notify Buyer of the occurrence of any one or more of the foregoing events or conditions, and the non-fulfillment of the condition precedent set forth in this Subsection caused by the occurrence of the events specified in Seller's notice shall be deemed waived by Buyer unless, within fifteen (15) days after Buyer's receipt of Seller's written notice, Buyer notifies Seller in writing to the contrary. (b) In addition, during the five (5) days immediately preceding the Closing Date, the Station shall have been operating continuously with substantially all of its normal broadcasting capability except for cessation or reductions for insignificant periods of time resulting from occurrences (such as lightning strikes) over which Seller has no control. Seller shall have the right to delay Closing for a period not to exceed thirty (30) days if Seller reasonably determines that any action to restore the Station substantially all of its normal broadcasting capability can be completed during such delay period.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ez Communications Inc /Va/)

No Cessation of Broadcasting. (a) Between the date hereof and the Closing Date, no radio station comprising the Station Stations shall not have for a period of more than ten (10) continuous days, days in the aggregate (i) ceased broadcasting on its their authorized frequencyfrequencies, (ii) lost substantially all of its normal broadcasting capability or (iii) been broadcasting have broadcast at a power level of 50% or less of its FCC authorized level. Seller shall promptly notify Buyer of the occurrence of any one or more of the foregoing events or conditions, and the non-fulfillment of the condition precedent set forth in this Subsection caused by the occurrence of the events specified in Seller's notice shall be deemed waived by Buyer unless, within fifteen (15) days after Buyer's receipt of Seller's written notice, Buyer notifies Seller in writing to the contrary. (b) In addition, during the five (5) days immediately preceding the Closing Date, the Station Stations shall have been operating continuously with substantially all of its their normal broadcasting capability except for cessation or reductions for insignificant periods of time resulting from occurrences (such as lightning strikes) over which Seller has no control. Seller or Buyer shall have the right to delay Closing for a period not to exceed thirty (30) days if Seller or Buyer reasonably determines that any action to restore the Station Stations substantially all of its their normal broadcasting capability can be completed during such delay period.

Appears in 1 contract

Samples: Asset Purchase Agreement (Childrens Broadcasting Corp)

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