Purchase Price Increase. Except as otherwise provided in this Agreement, the Initial Purchase Price shall be increased by the Delay Amount upon the occurrence of any of the following events: (i) one hundred thirty five (135) days following public notice by the FCC that applications for FCC Consent have been accepted for filing (the "Stations Delay Amount Date") if Closing has not occurred with respect to all Stations other than the Kansas City Stations due to the failure to receive any necessary regulatory consent, including, but not limited to, the FCC Consent, any Radio Group FCC Consent, or expiration or termination under Xxxx-Xxxxx-Xxxxxx, as a result of facts relating to Buyer or its Affiliates, including, without limitation, such facts as are disclosed on Schedule 4.6 hereto, provided, that such Delay Amount shall be applied to the Initial Purchase Price only for those Stations for which a Closing has not occurred prior to the Stations Delay Amount Date, as allocated on Schedule 6.8 (the "Stations Delay Amount"); and (ii) [RESERVED] (iii) each thirty (30) day period subsequent to the occurrence of the Stations Delay Amount Date as to the Station Delay Amount until the later to occur of (x) the Closing, or (y) termination of this Agreement in accordance with its terms. The Purchase Price and any increase due pursuant to this Section 2.3(a) shall be paid at Closing or pro rata (based on the allocation of the Initial Purchase Price among the Radio Groups) at a Radio Group Closing.
Appears in 1 contract
Samples: Asset Purchase Agreement (Sinclair Broadcast Group Inc)
Purchase Price Increase. Except as otherwise provided in this Agreement, the Initial Purchase Price shall be increased by the Delay Amount upon the occurrence of any of the following events:
(i) one hundred thirty five (135) days following public notice by the FCC that applications for FCC Consent have been accepted for filing (the "Stations Delay Amount Date") if Closing has not occurred with respect to all Stations other than the Kansas City Stations due to the failure to receive any necessary regulatory consent, including, but not limited to, the FCC Consent, any Radio Group FCC Consent, or expiration or termination under XxxxHart-Xxxxx-Xxxxxx, as xx a result of facts relating to Buyer or its Affiliates, including, without limitation, such facts as are disclosed on Schedule 4.6 hereto, provided, that such Delay Amount shall be applied to the Initial Purchase Price only for those Stations for which a Closing has not occurred prior to the Stations Delay Amount Date, as allocated on Schedule 6.8 (the "Stations Delay Amount"); and
(ii) [RESERVED]
(iii) each thirty (30) day period subsequent to the occurrence of the Stations Delay Amount Date as to the Station Delay Amount until the later to occur of (x) the Closing, or (y) termination of this Agreement in accordance with its terms. The Purchase Price and any increase due pursuant to this Section 2.3(a) shall be paid at Closing or pro rata (based on the allocation of the Initial Purchase Price among the Radio Groups) at a Radio Group Closing.
Appears in 1 contract
Samples: Asset Purchase Agreement (Entercom Communications Corp)
Purchase Price Increase. Except as otherwise provided in this Agreement, the Initial Purchase Price shall be increased by the Delay Amount upon the occurrence of any of the following events:
(i) one hundred thirty five (135) days following public notice by the FCC that applications for FCC Consent have been accepted for filing (the "Stations Delay Amount Date") if Closing has not occurred with respect to all Stations other than the Kansas City Stations due to the failure to receive any necessary regulatory consent, including, but not limited to, the FCC Consent, any Radio Group FCC Consent, or expiration or termination under Xxxx-Xxxxx-Xxxxxx, as a result of facts relating to Buyer or its Affiliates, including, without limitation, such facts as are disclosed on Schedule 4.6 hereto, provided, that such Delay Amount shall be applied to the Initial Purchase Price only for those Stations for which a Closing has not occurred prior to the Stations Delay Amount Date, other than the Kansas City Stations, as allocated on Schedule 6.8 (the "Stations Delay Amount"); and
(ii) [RESERVED]one hundred fifty (150) days following public notice by the FCC that applications for FCC Consent have been accepted for filing (the "Kansas City Delay Amount Date") if Closing has not occurred with respect to the Kansas City Stations due to the failure to receive any necessary consent, including, but not limited to, the FCC Consent, any Radio Group FCC Consent, or expiration or termination under Xxxx-Xxxxx-Xxxxxx as a result of facts relating to Buyer or its Affiliates, provided, that such Delay Amount shall be applied to the Initial Purchase Price for the Kansas City Stations as allocated on Schedule 6.8 (the "Kansas City Station Delay Amount"); and
(iii) each thirty (30) day period subsequent to the occurrence of the Stations Delay Amount Date as to the Station Delay Amount and the Kansas City Delay Amount Date as to the Kansas City Delay Amount until the later to occur of (x) the Closing, or (y) termination of this Agreement in accordance with its terms. The Purchase Price and any increase due pursuant to this Section 2.3(a) shall be paid at Closing or pro rata (based on the allocation of the Initial Purchase Price among the Radio Groups) at a Radio Group Closing.
Appears in 1 contract
Samples: Asset Purchase Agreement (Sinclair Broadcast Group Inc)