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.

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.

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 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), 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. 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), without taking into consideration any new information provided by the Buyer pursuant to this Section 5(b)(i) (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.

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 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)(i) (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)(i) (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.

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.