Common use of Notices, Consents and Audited Financial Statements Clause in Contracts

Notices, Consents and Audited Financial Statements. (i) The Seller shall use commercially reasonable efforts to obtain the satisfaction of all Notice and Consent Requirements (other than with respect to those set forth on Schedules 3(b)(ii) or 3(b)(iii) or required under the HSR Act or FCC Regulations) on or prior to the Closing Date. Each Party agrees that the ROFR Waiver Agreement, when duly executed and delivered by the parties thereto, shall constitute procurement of the Notice and Consent Requirements with respect to those matters set forth on Schedule 4(k). The Buyer shall use commercially reasonable efforts to obtain all Notice and Consent Requirements with respect to those set forth on Schedules 3(b)(ii) and 3(b)(iii) (other than with respect to those required under the HSR Act or FCC Regulations). Each Party agrees to use commercially reasonable efforts to cooperate with and assist the other Party in satisfying the Notice and Consent Requirements for which the other Party is responsible. The Seller’s obligations under the immediately preceding sentence shall survive for 90 days after the Closing. Each Party hereby acknowledges and agrees that the failure to obtain the satisfaction of any Notice and Consent Requirement, except for those under the HSR Act, shall not delay or otherwise prohibit the occurrence of the Closing or the consummation of the transactions contemplated by this Agreement. The Seller shall pay all Adverse Consequences arising from or attributable to the failure to obtain the satisfaction of any Notice and Consent Requirements required under FCC Regulations, and the Buyer shall pay for all other Adverse Consequences arising from or attributable to the failure to obtain the satisfaction of any other Notice and Consent Requirements. (ii) In addition to the audited financial statements provided in Schedule 4(l)(i), the Seller will provide unaudited financial statements relating to the Javelina Partnerships as of and for the period ending in 2005 through June 30, 2005. The Seller will: (A) cause the Javelina Partnerships’ auditors to review such unaudited financial statements, (B) direct such auditors to provide the Buyer’s auditors access to the auditors’ work papers, and (C) use commercially reasonable efforts to provide other financial information reasonably requested by the Buyer. The Buyer shall pay and/or reimburse the Seller for all reasonable costs incurred in connection with the preparation of financial information referenced in this Section 5(b)(ii), if the Closing occurs or if the Closing does not occur for any reason other than the default under this Agreement by the Seller.

Notices, Consents and Audited Financial Statements. (i) The Seller shall use commercially reasonable efforts to obtain the satisfaction of all Notice and Consent Requirements (other than with respect to those set forth on Schedules 3(b)(ii) or 3(b)(iii) or required under the HSR Act or FCC Regulations) on or prior to the Closing Date. Each Party agrees that the ROFR Waiver Agreement, when duly executed and delivered by the parties thereto, shall constitute procurement of the Notice and Consent Requirements with respect to those matters set forth on Schedule 4(k). The Buyer shall use commercially reasonable efforts to obtain all Notice and Consent Requirements with respect to those set forth on Schedules 3(b)(ii) and 3(b)(iii) (other than with respect to those required under the HSR Act or FCC Regulations). Each Party agrees to use commercially reasonable efforts to cooperate with and assist the other Party in satisfying the Notice and Consent Requirements for which the other Party is responsible. The Seller’s obligations under the immediately preceding sentence shall survive for 90 days after the Closing. Each Party hereby acknowledges and agrees that the failure to obtain the satisfaction of any Notice and Consent Requirement, except for those under the HSR Act, shall not delay or otherwise prohibit the occurrence of the Closing or the consummation of the transactions contemplated by this Agreement. The Seller shall pay all Adverse Consequences arising from or attributable to the failure to obtain the satisfaction of any Notice and Consent Requirements required under FCC Regulations, and the Buyer shall pay for all other Adverse Consequences arising from or attributable to the failure to obtain the satisfaction of any other Notice and Consent Requirements. (ii) In addition to the audited financial statements provided in Schedule 4(l)(i), the Seller will provide unaudited financial statements relating to the Javelina Partnerships Acquired Companies as of and for the period ending in 2005 through June 30, 2005. The Seller will: (A) cause the Javelina PartnershipsAcquired Companies’ auditors to review such unaudited financial statements, (B) direct such auditors to provide the Buyer’s auditors access to the auditors’ work papers, and (C) use commercially reasonable efforts to provide other financial information reasonably requested by the Buyer. The Buyer shall pay and/or reimburse the Seller for all reasonable costs incurred in connection with the preparation of financial information referenced in this Section 5(b)(ii), if the Closing occurs or if the Closing does not occur for any reason other than the default under this Agreement by the Seller.

Notices, Consents and Audited Financial Statements. (i) The Seller shall use commercially reasonable efforts to obtain the satisfaction of all Notice and Consent Requirements (other than with respect to those set forth on Schedules 3(b)(ii) or 3(b)(iii) or required under the HSR Act or FCC Regulations) on or prior to the Closing Date. Each Party agrees that the ROFR Waiver Agreement, when duly executed and delivered by the parties thereto, shall constitute procurement of the Notice and Consent Requirements with respect to those matters set forth on Schedule 4(k). The Buyer shall use commercially reasonable efforts to obtain all Notice and Consent Requirements with respect to those set forth on Schedules 3(b)(ii) and 3(b)(iii) (other than with respect to those required under the HSR Act or FCC Regulations). Each Party agrees to use commercially reasonable efforts to cooperate with and assist the other Party in satisfying the Notice and Consent Requirements for which the other Party is responsible. The Seller’s 's obligations under the immediately preceding sentence shall survive for 90 days after the Closing. Each Party hereby acknowledges and agrees that the failure to obtain the satisfaction of any Notice and Consent Requirement, except for the Required Consents or those under the HSR ActAct or the Xxxxxx Lease Documents (to the extent provided in this Agreement), shall not delay or otherwise prohibit the occurrence of the Closing or the consummation of the transactions contemplated by this Agreement. The Seller shall pay all Adverse Consequences arising from or attributable to the failure to obtain the satisfaction of any Notice and Consent Requirements required under FCC Regulations, and the Buyer shall pay for all other Adverse Consequences arising from or attributable to the failure to obtain the satisfaction of any other Notice and Consent RequirementsRequirements that do not constitute a condition to Closing under Section 7 of this Agreement, including any license requirements relating to the GLM Assignment. (ii) In addition to To the audited financial statements provided in Schedule 4(l)(i)extent required by the SEC, the Seller will provide unaudited agrees to use commercially reasonable efforts to prepare audited financial statements relating to the Javelina Partnerships Acquired Company Assets for the fiscal years 2002, 2003, 2004, including combined balance sheets as of December 31, 2004 and 2003 and the combined statements of operations, cash flows and owners' equity for each of the three years ending December 31, 2004, 2003 and 2002, and provide unaudited combined and comparative interim financial statements as of and for the period ending in 2005 through June 30Closing; provided that, 2005the Buyer will use commercially reasonable efforts, in consultation with the Seller to request pre-clearance relief from the SEC for registration of the Buyer on the basis of audited statements of revenues and direct operating expenses of the Acquired Company Assets; provided further, that in the event the SEC grants such pre-clearance relief, the Seller shall only be obligated to use its commercially reasonable efforts to prepare those combined financial statements and related data consistent with such SEC relief. The Seller will: (A) request that their auditors consent to allow the Buyer to use such audited financial statements in the Buyer's filings with the SEC (and will use its commercially reasonable efforts to obtain such consent), (B) cause the Javelina Partnerships’ their auditors to review such the combined and comparative interim unaudited financial statements, (BC) direct such its auditors to provide the Buyer’s 's auditors access to the auditors’ ' work papers, and (CD) use commercially reasonable efforts to provide other financial information reasonably requested by the Buyer. The Buyer shall pay and/or reimburse the Seller for all reasonable costs incurred in connection with the preparation of financial information referenced in this Section 5(b)(ii), if the Closing occurs or if the Closing does not occur for any reason other than the default under this Agreement by the Seller.

Notices, Consents and Audited Financial Statements. (i) The Seller shall (and shall, to the extent it has the Legal Right, cause the Company to) give any notices to, make any filings with, and use its commercially reasonable best efforts to obtain any authorizations, consents and approvals of Governmental Authorities and third parties that are required in connection with the satisfaction of all Notice matters referred to in Sections 4(b) and Consent Requirements (other than with respect to those set forth on Schedules 3(b)(ii4(c) or 3(b)(iii) or required under including the HSR Act or FCC Regulations) on or prior to the Closing Datecorresponding Schedules. Each Party agrees that the ROFR Waiver Agreement, when duly executed and delivered by the parties thereto, shall constitute procurement of the Notice Buyer and Consent Requirements with respect to those matters set forth on Schedule 4(k). The Buyer the Seller shall use commercially reasonable efforts to obtain all Notice and Consent Requirements with respect to those set forth on Schedules 3(b)(ii) and 3(b)(iii) (other than with respect to those required under the HSR Act or FCC Regulations). Each Party agrees to use commercially reasonable efforts to cooperate with and assist give the other Party in satisfying prompt notice of the Notice and Consent Requirements for occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause a breach of any of the representations, warranties or covenants of such Party under this Agreement or (B) cause any of the conditions of the other Party is responsibleto consummate the transactions contemplated by this Agreement not to be satisfied. If the Buyer has a right to terminate this Agreement pursuant to Section 10(a)(ii)(A), without taking into consideration any new information provided by the Seller pursuant to this Section 5(b)(i) (the “New Seller Information”) for purposes of qualifying any of the representations and warranties of the Seller set forth in this Agreement, but the Buyer elects to proceed with the Closing, then each of the applicable Schedules shall be deemed to have been amended to include the New Seller Information, the New Seller Information shall be deemed to be waived by the Buyer and the Buyer shall not be entitled to make a claim thereon under this Agreement. If the Seller has a right to terminate this Agreement pursuant to Section 10(a)(iii)(A), without taking into consideration any new information provided by the Buyer pursuant to this Section 5(b)(i) (the “New Buyer Information”) for purposes of qualifying any of the representations and warranties of the Buyer set forth in this Agreement, but the Seller elects to proceed with the Closing, then each of the applicable Schedules shall be deemed to have been amended to include the New Buyer Information, the New Buyer Information shall be deemed to be waived by the Seller and the Seller shall not be entitled to make a claim thereon under this Agreement. (ii) The Seller’s obligations Seller agrees to (and, to the extent it has the Legal Right, following the expiration (or waiver) of the rights of the other owners of Equity Interests in the Company under the immediately preceding sentence shall survive for 90 days after the Closing. Each Party hereby acknowledges and agrees that the failure to obtain the satisfaction of any Notice and Consent Requirement, except for those under the HSR Act, shall not delay or otherwise prohibit the occurrence of the Closing or the consummation Odyssey ROFR Provisions in respect of the transactions contemplated by this Agreement. The Seller Agreement and the other Transaction Agreements, shall pay all Adverse Consequences arising from cause the Company to) provide access to its books and records to allow the Buyer’s outside auditing firm to prepare (at the Buyer’s expense) any information required to be filed with or attributable furnished to the failure to obtain the satisfaction of any Notice and Consent Requirements required under FCC Regulations, and SEC by the Buyer shall pay for all other Adverse Consequences arising from or attributable pursuant to the failure to obtain the satisfaction of any other Notice and Consent Requirements. applicable securities Laws; including (iiA) In addition to the audited financial statements provided in Schedule 4(l)(i)of the Company for the fiscal years ended December 31, 2008, 2009 and 2010, including balance sheets as of December 31, 2008, 2009 and 2010 and statements of income, statements of partner’s capital and statements of cash flow for each of the Seller will provide three years ending December 31, 2008, 2009 and 2010, and (B) unaudited comparative interim financial statements relating to the Javelina Partnerships as of and for the nine-month period ending in 2005 through June ended September 30, 2005. The Seller will: (A) cause the Javelina Partnerships’ auditors to review such unaudited financial statements, (B) direct such auditors to provide the Buyer’s auditors access to the auditors’ work papers2011, and (C) use commercially reasonable efforts to provide other financial information reasonably requested by the Buyercomparable nine-month period in 2010. The Buyer shall pay and/or reimburse the Seller and the Company for all reasonable costs incurred by such parties pursuant to or in connection accordance with the preparation of financial information referenced in this Section 5(b)(ii5(b), if the Closing occurs or if the Closing does not occur for any reason other than the default under this Agreement by the Seller.

Notices, Consents and Audited Financial Statements. (i) The Seller shall (and shall cause the Company to) give any notices to, make any filings with, and use its commercially reasonable best efforts to obtain any authorizations, consents and approvals of Governmental Authorities and third parties that are required in connection with the satisfaction of all Notice matters referred to in Sections 4(b) and Consent Requirements (other than with respect to those set forth on Schedules 3(b)(ii4(c) or 3(b)(iii) or required under including the HSR Act or FCC Regulations) on or prior to the Closing Datecorresponding Schedules. Each Party agrees that the ROFR Waiver Agreement, when duly executed and delivered by the parties thereto, shall constitute procurement of the Notice Buyer and Consent Requirements with respect to those matters set forth on Schedule 4(k). The Buyer the Seller shall use commercially reasonable efforts to obtain all Notice and Consent Requirements with respect to those set forth on Schedules 3(b)(ii) and 3(b)(iii) (other than with respect to those required under the HSR Act or FCC Regulations). Each Party agrees to use commercially reasonable efforts to cooperate with and assist give the other Party in satisfying prompt notice of the Notice and Consent Requirements for occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause a breach of any of the representations, warranties or covenants of such Party under this Agreement or (B) cause any of the conditions of the other Party is responsible. The Seller’s obligations under the immediately preceding sentence shall survive for 90 days after the Closing. Each Party hereby acknowledges and agrees that the failure to obtain the satisfaction of any Notice and Consent Requirement, except for those under the HSR Act, shall not delay or otherwise prohibit the occurrence of the Closing or the consummation of consummate the transactions contemplated by this Agreement not to be satisfied. If the Buyer has a right to terminate this Agreement pursuant to Section 10(a)(ii)(A), without taking into consideration any new information provided by the Seller pursuant to this Section 5(b) (the “New Seller Information”) for purposes of qualifying any of the representations and warranties of the Seller set forth in this Agreement. The , but the Buyer elects to proceed with the Closing, then each of the applicable Schedules shall be deemed to have been amended to include the New Seller Information, the New Seller Information shall pay all Adverse Consequences arising from or attributable be deemed to be waived by the failure to obtain the satisfaction of any Notice and Consent Requirements required under FCC Regulations, Buyer and the Buyer shall pay not be entitled to make a claim thereon under this Agreement. If the Seller has a right to terminate this Agreement pursuant to Section 10(a)(iii)(A), without taking into consideration any new information provided by the Buyer pursuant to this Section 5(b) (the “New Buyer Information”) for all other Adverse Consequences arising from or attributable purposes of qualifying any of the representations and warranties of the Buyer set forth in this Agreement, but the Seller elects to proceed with the failure Closing, then each of the applicable Schedules shall be deemed to obtain have been amended to include the satisfaction of any other Notice New Buyer Information, the New Buyer Information shall be deemed to be waived by the Seller and Consent Requirementsthe Seller shall not be entitled to make a claim thereon under this Agreement. (ii) In addition The Seller agrees to provide reasonable access to its and its Affiliates’ books and records and its and its Affiliates’ appropriate officers, employees and other agents to allow the Buyer or the Buyer’s representative to prepare and an outside auditing firm selected by the Buyer to audit (at the Buyer’s expense) any information required to be filed with or furnished to the SEC by the Buyer pursuant to applicable securities Laws, including (A) audited financial statements provided in Schedule 4(l)(i)of the Company for the fiscal years ended December 31, 2008, 2009 and 2010, including balance sheets as of December 31, 2008, 2009 and 2010 and statements of income, statements of partner’s capital and statements of cash flow for each of the Seller will provide three years ending December 31, 2008, 2009 and 2010, and (B) unaudited comparative interim financial statements relating to the Javelina Partnerships as of and for the nine-month period ending in 2005 through June ended September 30, 20052011, and the comparable nine-month period in 2010. The Seller will: (A) cause the Javelina Partnerships’ auditors to review such unaudited financial statements, (B) direct such auditors agrees to provide reasonable access to its and its Affiliates’ books and records and its and its Affiliates’ appropriate officers, employees and other agents to allow the Buyer or the Buyer’s auditors access representative to the auditors’ work papers, and (C) use commercially reasonable efforts prepare any information required to provide be filed with the U.S. Federal Energy Regulatory Commission or any other financial information reasonably requested Governmental Authority pursuant to applicable Laws or (D) obtain any Permits issued by the BuyerU.S. Federal Energy Regulatory Commission or any other Governmental Authority that are necessary, proper or advisable for the ownership or operation of the Company or the Company Assets. The Buyer shall pay and/or reimburse the Seller and the Company for all reasonable costs incurred by such parties pursuant to or in connection accordance with the preparation of financial information referenced in this Section 5(b)(ii5(b), if the Closing occurs or if the Closing does not occur for any reason other than the default under this Agreement by the Seller.

Notices, Consents and Audited Financial Statements. (i) The Seller shall (and shall, to the extent it has the Legal Right, cause the Company to) give any notices to, make any filings with, and use its commercially reasonable best efforts to obtain any authorizations, consents and approvals of Governmental Authorities and third parties that are required in connection with the satisfaction of all Notice matters referred to in Sections 4(b) and Consent Requirements (other than with respect to those set forth on Schedules 3(b)(ii4(c) or 3(b)(iii) or required under including the HSR Act or FCC Regulations) on or prior to the Closing Datecorresponding Schedules. Each Party agrees that the ROFR Waiver Agreement, when duly executed and delivered by the parties thereto, shall constitute procurement of the Notice Buyer and Consent Requirements with respect to those matters set forth on Schedule 4(k). The Buyer the Seller shall use commercially reasonable efforts to obtain all Notice and Consent Requirements with respect to those set forth on Schedules 3(b)(ii) and 3(b)(iii) (other than with respect to those required under the HSR Act or FCC Regulations). Each Party agrees to use commercially reasonable efforts to cooperate with and assist give the other Party in satisfying prompt notice of the Notice and Consent Requirements for occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause a breach of any of the representations, warranties or covenants of such Party under this Agreement or (B) cause any of the conditions of the other Party is responsibleto consummate the transactions contemplated by this Agreement not to be satisfied. If the Buyer has a right to terminate this Agreement pursuant to Section 10(a)(ii), without taking into consideration any new information provided by the Seller pursuant to this Section 5(b)(i) (the “New Seller Information”) for purposes of qualifying any of the representations and warranties of the Seller set forth in this Agreement, but the Buyer elects to proceed with the Closing, then each of the applicable Schedules shall be deemed to have been amended to include the New Seller Information, the New Seller Information shall be deemed to be waived by the Buyer and the Buyer shall not be entitled to make a claim thereon under this Agreement. If the Seller has a right to terminate this Agreement pursuant to Section 10(a)(iii), without taking into consideration any new information provided by the Buyer pursuant to this Section 5(b)(i) (the “New Buyer Information”) for purposes of qualifying any of the representations and warranties of the Buyer set forth in this Agreement, but the Seller elects to proceed with the Closing, then each of the applicable Schedules shall be deemed to have been amended to include the New Buyer Information, the New Buyer Information shall be deemed to be waived by the Seller and the Seller shall not be entitled to make a claim thereon under this Agreement. (ii) The Seller’s obligations Seller agrees to (and, to the extent it has the Legal Right, following the expiration (or waiver) of the rights of the other owners of Equity Interests in the Company under the immediately preceding sentence shall survive for 90 days after the Closing. Each Party hereby acknowledges and agrees that the failure to obtain the satisfaction of any Notice and Consent Requirement, except for those under the HSR Act, shall not delay or otherwise prohibit the occurrence of the Closing or the consummation Poseidon ROFR Provisions in respect of the transactions contemplated by this Agreement. The Seller Agreement and the other Transaction Agreements, shall pay all Adverse Consequences arising from cause the Company to) provide access to its books and records to allow the Buyer’s outside auditing firm to prepare (at the Buyer’s expense) any information required to be filed with or attributable furnished to the failure to obtain the satisfaction of any Notice and Consent Requirements required under FCC Regulations, and SEC by the Buyer shall pay for all other Adverse Consequences arising from or attributable pursuant to the failure to obtain the satisfaction of any other Notice and Consent Requirements. applicable securities Laws; including (iiA) In addition to the audited financial statements provided in Schedule 4(l)(i)of the Company for the fiscal years ended December 31, 2008, 2009 and 2010, including balance sheets as of December 31, 2008, 2009 and 2010 and statements of income, statements of partner’s capital and statements of cash flow for each of the Seller will provide three years ending December 31, 2008, 2009 and 2010, and (B) unaudited comparative interim financial statements relating to the Javelina Partnerships as of and for the nine-month period ending in 2005 through June ended September 30, 2005. The Seller will: (A) cause the Javelina Partnerships’ auditors to review such unaudited financial statements, (B) direct such auditors to provide the Buyer’s auditors access to the auditors’ work papers2011, and (C) use commercially reasonable efforts to provide other financial information reasonably requested by the Buyercomparable nine-month period in 2010. The Buyer shall pay and/or reimburse the Seller and the Company for all reasonable costs incurred by such parties pursuant to or in connection accordance with the preparation of financial information referenced in this Section 5(b)(ii5(b), if the Closing occurs or if the Closing does not occur for any reason other than the default under this Agreement by the Seller.