SELLER ACTION. All corporate actions and proceedings necessary to be taken by or on the part of Seller in connection with the transactions contemplated by this Agreement and necessary to make the Agreement effective have been duly and validly taken. This Agreement has been duly and validly authorized, executed, and delivered by Seller and constitutes the valid and binding agreement of Seller, enforceable in accordance with and subject to its respective terms, except as enforceability may be limited by laws affecting the enforcement of creditor rights or equitable principles generally. At the Closing, Seller will provide Buyer with certified resolutions executed by Seller's stockholders and board of directors authorizing the execution, delivery, and performance of this Agreement.
SELLER ACTION. SECTION 3.03.
SELLER ACTION. Seller's board of directors, at a meeting duly called and held, has by the unanimous vote of all directors of Seller (i) determined that this Agreement and the transactions contemplated hereby, are fair to Seller and in the best interests of Seller and its stockholders, (ii) approved and adopted this Agreement and the transactions contemplated hereby, in accordance with the requirements of the Delaware General Corporation Law Act ("DGCL"), (iii) declared that this Agreement is advisable, and (iv) resolved to recommend that stockholders of Seller approve and adopt this Agreement (all of the foregoing clauses (i) through (iv) shall collectively constitute the "SELLER BOARD RECOMMENDATION").
SELLER ACTION. 11 2.15. Station Assets...............................................11 2.16. Leases.......................................................11 2.17. Insolvency...................................................11 2.18. Approvals....................................................11 2.19. Cable Carriage...............................................12 2.20. Bulk Sales Law...............................................12 2.21. No Material Omission.........................................12
SELLER ACTION. If Buyer does not comply with its obligations, Seller shall be entitled, but not obliged, to take the action to which Buyer is obliged in its stead and at its expense.
SELLER ACTION. Relating to this Agreement and its terms, Seller shall indemnify Servicer for, and shall hold Servicer harmless from and against any and all losses, liabilities, penalties, damages, out of pocket expenses or other harm or injury that Servicer may incur or suffer or claims or causes of action which may be asserted by any person or entity, including reasonable third party attorneys' fees and court costs, arising from any failure to observe and perform properly each and every covenant of this Agreement either by (a) Seller or (b) Servicer in reliance upon information provided to Servicer by Seller; provided, however, that there is no negligence by Servicer.
SELLER ACTION. During the period from the date of this Agreement to the Closing, Seller shall not and Seller shall cause the Company not to (i) take any action specified in SECTION 6.1(a) on behalf of or with respect to the Company or (ii) take any action which would make any representation or warranty in this Agreement untrue or incorrect as of the date when made or which would result in any of the conditions set forth in ARTICLE 7 hereof not being satisfied.
SELLER ACTION. All action required by Seller to authorize and approve the transactions contemplated hereby shall have been taken, including approval by the shareholders of the Seller if necessary.
SELLER ACTION. Seller shall not take any action which would -------------- preclude or interfere with the timely satisfaction of the conditions set forth in Section 4.3.
SELLER ACTION. 24 Section 3.12
