Common use of Time of Closing Clause in Contracts

Time of Closing. (a) A closing (the "Closing") for the sale and purchase of the Purchased Assets shall be held at the offices of the Purchaser in Dallas, Texas (or such other place as may be agreed upon by the parties in writing). The Closing shall occur on such date (the "Closing Date") that is the 7th day after the date on which the FCC Order (defined below) has occurred with respect to the FCC Licenses. The Closing shall be deemed to be effective as of 12:01 a.m. on the Closing Date. (b) In order to consummate the transfer of the Purchased Assets, Seller and Purchaser agree to use their reasonable best efforts to file, within three business days after the date hereof, an assignment of license application (the "FCC Application") requesting FCC consent to the assignment from the Seller to HBC License of the FCC Licenses. The parties agree that the FCC Application will be prosecuted with reasonable best efforts, in good faith and with due diligence. The parties agree to use their reasonable best efforts to file additional information or amendments requested by the FCC orally or in writing within five business days after such request and, in any event, to commence preparation of such additional information or amendments immediately upon request and to complete and file the same with the FCC as rapidly as practical. Each party will be solely responsible for the expenses incurred by it in the preparation, filing and prosecution of the FCC Application (it being understood that the parties will bear equally the FCC filing fee). (c) As used herein, the term "FCC Order" shall mean that the FCC staff (including the Mass Media Bureau pursuant to delegated authority) has granted or given its consent, without any condition materially adverse to Purchaser or Seller, to the assignment of the FCC Licenses; and the term "Final Order" shall mean that the FCC Order shall have become final, that the time period for filing any protests, requests for stay, reconsideration by the FCC, petitions for rehearing or appeal of such order shall have expired, and that no protest, request for stay, reconsideration by the FCC, petition for rehearing or appeal of such order shall be pending.

Time of Closing. A. Subject to the satisfaction or waiver of the conditions precedent contained in this Agreement, and subsequent to the expiration of the Inspection Period without Purchaser having terminated as provided in Section 7A hereof, the consummation of the sale of the Projects (a) A closing (herein referred to as the "Closing") shall occur on the forty-sixth (46th) day following the date of this Agreement (herein referred to as the "Closing Date"). Notwithstanding the foregoing, either Purchaser or Seller may extend the Closing Date for up to two (2) additional fifteen (15) day periods (in the sale aggregate for both Seller and purchase Purchaser) to allow such party to fulfill the conditions precedent set forth in Sections 10A(vi) and 10B(ii) of this Agreement, to obtain the Tenant Letters required by Section 8B(x) of this Agreement, to cure Title Defects as set forth in Section 6, or to redeem any of the Purchased Assets Bonds or Illinois Bonds which Purchaser elects to redeem pursuant to Section 3C or 3D. The right to extend the Closing Date shall be held exercised, if at all, by written notice to the other party given not later than the two (2) business days prior to the Closing Date (as extended, if applicable). The Closing shall take place at the downtown Chicago offices of the Purchaser in DallasTitle Company, Texas (or such other place as may be agreed upon by the parties may agree. B. In the event Purchaser is required to effect a defeasance of the CIBC Debt in writing). The accordance with Section 3E and such defeasance cannot reasonably be accomplished prior to the Closing Date, as it may have been extended pursuant to Section 4A, provided Purchaser proceeds diligently to effect the defeasance of the CIBC Debt, the Closing shall occur on such date five (the "Closing Date"5) that is the 7th day business days after the date on which such defeasance occurs, provided, however, if such defeasance has not been accomplished by December 2, 2004, either party shall have the FCC Order right to terminate this Agreement at any time thereafter upon five (defined below5) has occurred with respect days written notice to the FCC Licenses. other party , provided that if the defeasance occurs within such five (5) day period, the notice of termination shall be null and void and the parties shall close the transaction as contemplated herein. C. The Closing shall be deemed consummated through a "New York"-style escrow closing (herein referred to be effective as of 12:01 a.m. the "Closing Escrow") with the Escrowee on the Closing Date. (b) In order to consummate the transfer of the Purchased Assets, Seller and Purchaser agree to use their reasonable best efforts to file, within three business days after the date hereof, an assignment of license application (the "FCC Application") requesting FCC consent to the assignment from the Seller to HBC License of the FCC Licenses. The parties agree that the FCC Application will be prosecuted with reasonable best efforts, in good faith and with due diligence. The parties agree to use their reasonable best efforts to file additional information or amendments requested by the FCC orally or in writing within five business days after such request and, in any event, to commence preparation of such additional information or amendments immediately upon request and to complete and file the same with the FCC as rapidly as practical. Each party will be solely responsible for the expenses incurred by it in the preparation, filing and prosecution of the FCC Application (it being understood that the parties will bear equally the FCC filing fee). (c) As used herein, the term "FCC Order" shall mean that the FCC staff (including the Mass Media Bureau pursuant to delegated authority) has granted or given its consent, without any condition materially adverse to Purchaser or Seller, to the assignment of the FCC Licenses; and the term "Final Order" shall mean that the FCC Order shall have become final, that the time period for filing any protests, requests for stay, reconsideration by the FCC, petitions for rehearing or appeal of such order shall have expired, and that no protest, request for stay, reconsideration by the FCC, petition for rehearing or appeal of such order shall be pending.

Time of Closing. (a) A closing (the "Closing") for the sale and purchase of the Purchased Assets shall be held at the offices of the Purchaser in Xxxxxx & Xxxxxxx, L.L.P. at 000 X. Xxxxxxx, Suite 1400, Dallas, Texas (or such other place as may be agreed upon by the parties in writing). The Closing shall occur on such date (the "Closing Date") that is the 7th 10th business day after the date on which the FCC Order (defined below) has occurred with respect become a Final Order (defined below); provided that the Seller may accelerate the Closing Date to any date after the FCC LicensesOrder has been issued upon 15 business days prior written notice of such acceleration. The Closing shall be deemed to be effective as of 12:01 a.m. on the Closing Date. (b) In order to consummate the transfer of the Purchased Assets, Seller and Purchaser agree to use their reasonable best efforts to file, within three five business days after the date hereof, an assignment of license application (the "FCC Application") requesting FCC consent to the assignment from the Seller to HBC License Purchaser of all Governmental Licenses relating to the operation of the FCC LicensesStations. The parties agree that the FCC Application will be prosecuted with commercially reasonable best efforts, in good faith and with due diligence. The parties agree to use their commercially reasonable best efforts to file additional information or amendments requested by the FCC orally or in writing within five business days after such request and, in any event, to commence preparation of such additional information or amendments immediately upon request and to complete and file the same with the FCC as rapidly as practical. Each party will be solely responsible for the expenses incurred by it in the preparation, filing and prosecution of the FCC Application (it being understood that the parties will bear equally the FCC filing fee). (c) . As used herein, the term "FCC Order" shall mean that the FCC staff (including the Mass Media Bureau pursuant to delegated authority) has granted or given its consent, without any condition materially adverse to Purchaser or Seller, to the assignment of the FCC Governmental Licenses; and the term "Final Order" shall mean that the FCC Order shall have become final, that the time period for filing any protests, requests for stay, reconsideration by the FCC, petitions for rehearing or appeal of such order shall have expired, and that no protest, request for stay, reconsideration by the FCC, petition for rehearing or appeal of such order shall be pending.

Time of Closing. (a) A closing (the "Closing") for the sale and purchase of the Purchased Assets shall be held at the offices of the Purchaser in Dallas, Texas (or such other place as may be agreed upon by the parties in writing). The Closing shall occur on such date (the "Closing Date") that is the 7th day after the date on which the FCC Order (defined below) has occurred with respect to the FCC Licenses). The Closing shall be deemed to be effective as of 12:01 a.m. on the Closing Date. (b) In order to consummate the transfer of the Purchased Assets, Seller and Purchaser agree to use their reasonable best efforts to file, within three business days after the date hereof, an assignment of license application (the "FCC Application") requesting FCC consent to the assignment from the Seller Licensee to HBC License of all Governmental Licenses relating to the FCC Licensesoperation of the Station. The parties agree that the FCC Application will be prosecuted with best reasonable best efforts, in good faith and with due diligence. The parties agree to use their reasonable best efforts to file additional information or amendments requested by the FCC orally or in writing within five business days after such request and, in any event, to commence preparation of such additional information or amendments immediately upon request and to complete and file the same with the FCC as rapidly as practical. Each party will be solely responsible for the expenses incurred by it in the preparation, filing and prosecution of the FCC Application (it being understood that the parties will bear equally the FCC filing fee). (c) . As used herein, the term "FCC Order" shall mean that the FCC staff (including the Mass Media Bureau pursuant to delegated authority) has granted or given its consent, without any condition materially adverse to Purchaser or Seller, to the assignment of the FCC Governmental Licenses; and the term "Final Order" shall mean that the FCC Order shall have become final, that the time period for filing any protests, requests for stay, reconsideration by the FCC, petitions for rehearing or appeal of such order shall have expired, and that no protest, request for stay, reconsideration by the FCC, petition for rehearing or appeal of such order shall be pending.

Time of Closing. (a) A closing (the "Closing") for the sale and purchase of the Purchased Assets shall be held at the offices of the Purchaser in Dallas, Texas (or such other place as may be agreed upon by the parties in writing). The Closing shall occur on such date (the "Closing Date") that is the 7th day after the date on which the FCC Order (defined below) has occurred with respect to the FCC Licenses. The Closing shall be deemed to be effective as of 12:01 a.m. on the Closing Date. (b) In order to consummate the transfer of the Purchased Assets, Seller and Purchaser agree to use their reasonable best efforts to file, within three business days after the date hereof, an assignment of license application (the "FCC Application") requesting FCC consent to the assignment from the Seller to HBC License of the FCC Licenses. The parties agree that the FCC Application will be prosecuted with reasonable best efforts, in good faith and with due diligence. The parties agree to use their reasonable best efforts to file additional information or amendments requested by the FCC orally or in writing within five business days after such request and, in any event, to commence preparation of such additional information or amendments immediately upon request and to complete and file the same with the FCC as rapidly as practical. Each party will be solely responsible for the expenses incurred by it in the preparation, filing and prosecution of the FCC Application (it being understood that the parties will bear equally the FCC filing fee). (c) As used herein, the term "FCC Order" shall mean that the FCC staff (including the Mass Media Bureau pursuant to delegated authority) has granted or given its consent, without any condition materially adverse to Purchaser or Seller, to the assignment of the FCC Licenses; and the term "Final Order" shall mean that the FCC Order shall have become final, that the time period for filing any protests, requests for stay, reconsideration by the FCC, petitions for rehearing or appeal of such order shall have expired, and that no protest, request for stay, reconsideration by the FCC, petition for rehearing or appeal of such order shall be pending.condition

Time of Closing. (a) A closing (the "Closing") for the sale and purchase of the Purchased Assets shall be held at the offices of the Purchaser in Dallas, Texas (or such other place as may be agreed upon by the parties in writing). The Closing shall Seller's counsel and occur on such date (the "Closing Date") that is the 7th 60th day after the date on which the FCC Order (defined below) has occurred with respect to the FCC Licensesbecome a Final Order (defined below). The Closing shall be deemed to be effective as of 12:01 a.m. on the Closing Date. Purchaser shall have the right to accelerate the Closing Date to any date after the occurrence of the FCC Order and will use its reasonable best efforts to do so; provided, however, that Purchaser shall not be required to expend additional funds or relinquish any material rights granted hereunder in using such efforts. (b) In order to consummate the transfer of the Purchased Assets, Seller and Purchaser agree to use their reasonable best efforts to file, within three business days after the date hereof, an assignment of license application (the "FCC Application") requesting FCC consent to the assignment from the Seller to HBC License Corporation (a subsidiary of Purchaser) of all Governmental Licenses relating to the operation of the FCC LicensesStation. The parties agree that the FCC Application will be prosecuted with best reasonable best efforts, in good faith and with due diligence. The parties agree to use their reasonable best efforts to file additional information or amendments requested by the FCC orally or in writing within five business days after such request and, in any event, to commence preparation of such additional information or amendments immediately upon request and to complete and file the same with the FCC as rapidly as practical. Each party will be solely responsible for the expenses incurred by it in the preparation, filing and prosecution of the FCC Application (it being understood that the parties will bear equally the FCC filing fee). (c) As used herein, the term "FCC Order" shall mean that the FCC staff (including the Mass Media Bureau pursuant to delegated authority) has granted or given its consent, without any condition materially adverse to Purchaser or Seller, to both (i) the assignment of the FCC LicensesGovernmental Licenses and (ii) the Construction Permit (or, in the event that Seller elects to make the filing described in Section 1.3 above, the CP Modification); and the term "Final Order" shall mean that the FCC Order shall have become final, that the time period for filing any protests, requests for stay, reconsideration by the FCC, petitions for rehearing or appeal of such order shall have expired, and that no protest, request for stay, reconsideration by the FCC, petition for rehearing or appeal of such order shall be pending. In each case, the date of the FCC Order for purposes of determining the commencement of the 60 day period prior to Closing, in accordance with Section 2.2(a), shall be the later of the date of the FCC Order with respect to the Governmental Licenses or the Construction Permit.

Time of Closing. (a) A The closing (the "Closing") for the sale and purchase of the Purchased Assets shall be held at the offices of the Purchaser in Dallas, Texas (or such other place as may be agreed upon by the parties in writing). The Closing shall occur on such date (the "Closing Date") that is the 7th day five business days after the date on which the FCC Order (defined below) has occurred with respect satisfaction of all conditions precedent to the FCC Licensesparties' obligations hereunder, but in no event prior to May 1, 2003. The Closing shall be deemed to be effective as of 12:01 a.m. on the Closing Date. (b) In order to consummate the transfer of the Purchased Assets, Seller and Purchaser agree to use their reasonable best efforts to file, within three five business days after the date hereof, an assignment of license application (the "FCC ApplicationApplications") requesting FCC consent to the assignment from the Seller to HBC License of the FCC Licenses. In the event that the merger of Hispanic Broadcasting Corporation and Univision Communications Inc. ("Univision"), MB Docket No. 02-235, has not been consummated at the time the FCC Applications are to be filed, the FCC Applications also shall include an application seeking consent to the assignment from Seller to HBC License as owned and controlled by Univision. Station Purchaser shall use its best efforts to secure the cooperation of Univision in the preparation and prosecution of the FCC Applications. The parties agree that the FCC Application Applications will be prosecuted with reasonable best efforts, in good faith and with due diligence. The parties agree to use their reasonable best efforts to file additional information or amendments requested by the FCC orally or in writing within five business days after such request and, in any event, to commence preparation of such additional information or amendments immediately upon request and to complete and file the same with the FCC as rapidly as practical. Each party will be solely responsible for the expenses incurred by it in the preparation, filing and prosecution of the FCC Application Applications (it being understood that the parties will bear equally the FCC filing feefee payable in connection with the FCC Applications). (c) As used herein, the term "FCC Order" shall mean that the FCC (or the staff (including of the Mass FCC's Media Bureau pursuant to delegated authority) has granted or given its initial consent, without any condition materially adverse to Purchaser or Seller, to the assignment of the FCC Licenses; and the term "Final Order" shall mean that Licenses as contemplated in the FCC Order shall have become final, that the time period for filing any protests, requests for stay, reconsideration by the FCC, petitions for rehearing or appeal of such order shall have expired, and that no protest, request for stay, reconsideration by the FCC, petition for rehearing or appeal of such order shall be pendingApplications.

Time of Closing. (a) A closing (the "Closing") for the sale and purchase of the Purchased Assets shall be held at the offices of the Purchaser Seller in DallasLas Vegas, Texas Nevada (or such other place as may be agreed upon by the parties in writing). The Closing shall occur on such date (the "Closing Date") that is the 7th 60th day after the date on which the FCC Order (defined below) has occurred with respect to the FCC Licenses. become a "Final Order." The Closing shall be deemed to be effective as of 12:01 a.m. on the Closing Date. (b) In order to consummate the transfer of the Purchased Assets, Seller and Purchaser agree to use their reasonable best efforts to file, within three business days after the date hereofEffective Date (as defined in Section 2.5 below), an assignment of license application (the "FCC Application") requesting FCC consent to the assignment from the Seller Licensee to HBC License of all Governmental Licenses relating to the FCC Licensesoperation of the Station. The parties agree that the FCC Application will be prosecuted with best reasonable best efforts, in good faith and with due diligence. The parties agree to use their reasonable best efforts to file additional information or amendments requested by the FCC orally or in writing within five business days after such request and, in any event, to commence preparation of such additional information or amendments immediately upon request and to complete and file the same with the FCC as rapidly as practical. Each party will be solely responsible for the expenses incurred by it in the preparation, filing and prosecution of the FCC Application (it being understood that the parties will bear equally the FCC filing fee). (c) . As used herein, the term "FCC Order" shall mean that the FCC staff (including the Mass Media Bureau pursuant to delegated authority) has granted or given its consent, without any condition materially adverse to Purchaser or Seller, to the assignment of the FCC Governmental Licenses; and the term "Final Order" shall mean that the FCC Order shall have become final, that the time period for filing any protests, requests for stay, reconsideration by the FCC, petitions for rehearing or appeal of such order shall have expired, and that no protest, request for stay, reconsideration by the FCC, petition for rehearing or appeal of such order shall be pending.

Time of Closing. (a) A closing (the "Closing") for the sale and purchase of the Purchased Station Assets shall be held at the offices of the Purchaser Station in DallasLas Vegas, Texas Nevada (or such other place as may be agreed upon by the parties in writing). The Closing shall occur ) on the date which is the later of (i) the 5th day after the FCC Order (as defined hereinafter) or (ii) the satisfaction of all of the conditions precedent to the obligations of Purchaser and Seller hereunder, or on such other date as may be agreed upon by the parties in writing (the "Closing Date") that is the 7th day after the date on which the FCC Order (defined below) has occurred with respect to the FCC Licenses). The Closing shall be deemed to be effective as of 12:01 a.m. on the Closing Date. (b) In order to consummate the transfer of the Purchased Station Assets, Seller and Purchaser agree to use their reasonable best efforts to file, within three business five days after the date hereof, an assignment of license application (the "FCC Application") requesting FCC consent to the assignment from the Seller to HBC License Purchaser of all Governmental Licenses relating to the operation of the FCC LicensesStation. The parties agree that the FCC Application will be prosecuted with best reasonable best efforts, in good faith and with due diligence. The parties agree to use their reasonable best efforts to file additional information or amendments requested by the FCC orally or in writing within five business days after such request and, in any event, to commence preparation of such additional information or amendments immediately upon request and to complete and file the same with the FCC as rapidly as practical. Each party will be solely responsible for the expenses incurred by it in the preparation, filing and prosecution of the FCC Application (it being understood that the parties will bear equally the FCC filing fee). (c) . As used herein, the term "FCC Order" shall mean that the FCC staff (including the Mass Media Bureau pursuant to delegated authority) has granted or given its consent, without any condition materially adverse to Purchaser or Seller, to the assignment of the FCC Governmental Licenses; and the term "Final Order" shall mean that the FCC Order shall have become final, that the time period for filing any protests, requests for stay, reconsideration by the FCC, petitions for rehearing or appeal of such order shall have expired, and that no protest, request for stay, reconsideration by the FCC, petition for rehearing or appeal of such order shall be pending.

Time of Closing. (a) A closing (the "Closing") for the sale and purchase of the Purchased Station Assets shall be held at the offices of the Purchaser in Dallas, Texas (or such other place as may be agreed upon by the parties in writing). The Closing shall occur ) on the date which is the later of (i) the tenth business day after the Final Order (as defined hereinafter) or (ii) the satisfaction of all of the conditions precedent to the obligations of Purchaser and Seller hereunder, or on such other date as may be agreed upon by the parties in writing (the "Closing Date") that is the 7th day after the date on which the FCC Order (defined below) has occurred with respect to the FCC Licenses). The Closing shall be deemed to be effective as of 12:01 a.m. on the Closing Date. (b) In order to consummate the transfer of the Purchased Station Assets, Seller and Purchaser agree to use their reasonable best efforts to file, within three five business days after the date hereof, an assignment of license application (the "FCC Application") requesting FCC consent to the assignment from the Seller to HBC License Purchaser of all Governmental Licenses relating to the operation of the FCC LicensesStation. The parties agree that the FCC Application will be prosecuted with reasonable best efforts, in good faith and with due diligence. The parties agree to use their reasonable best efforts to file additional information or amendments requested by the FCC orally or in writing within five business days after such request and, in any event, to commence preparation of such additional information or amendments immediately upon request and to complete and file the same with the FCC as rapidly as practical. Each party will be solely responsible for the expenses incurred by it in the preparation, filing and prosecution of the FCC Application (it being understood that the parties will bear equally the FCC filing fee). (c) . As used herein, the term "FCC Final Order" shall mean that the FCC staff (including the Mass Media Bureau pursuant to delegated authority) has granted or given its consent, without any condition materially adverse to Purchaser or Seller, to the assignment of the FCC Licenses; Governmental Licenses and the term "Final Order" shall mean that the FCC Order shall have become final, that the time period for filing any protests, requests for stay, reconsideration by the FCC, petitions for rehearing or appeal of such order shall have expired, and that no protest, request for stay, reconsideration by the FCC, petition for rehearing or appeal of such order shall be pending.

Time of Closing. (a) A closing (A. Subject to the "Closing") for satisfaction or waiver of the conditions precedent contained in this Agreement, and subsequent to the expiration of the Inspection Period without Purchaser having terminated as provided in Section 7A hereof, the consummation of the sale and purchase of the Purchased Assets Projects (herein referred to as the “Closing”) shall occur on the forty-sixth (46th) day following the date of this Agreement (herein referred to as the “Closing Date”). Notwithstanding the foregoing, either Purchaser or Seller may extend the Closing Date for up to two (2) additional fifteen (15) day periods (in the aggregate for both Seller and Purchaser) to allow such party to fulfill the conditions precedent set forth in Sections 10A(vi) and 10B(ii) of this Agreement, to obtain the Tenant Letters required by Section 8B(x) of this Agreement, to cure Title Defects as set forth in Section 6, or to redeem any of the Bonds or Illinois Bonds which Purchaser elects to redeem pursuant to Section 3C or 3D. The right to extend the Closing Date shall be held exercised, if at all, by written notice to the other party given not later than the two (2) business days prior to the Closing Date (as extended, if applicable). The Closing shall take place at the downtown Chicago offices of the Purchaser in DallasTitle Company, Texas (or such other place as may be agreed upon by the parties may agree. B. In the event Purchaser is required to effect a defeasance of the CIBC Debt in writing). The accordance with Section 3E and such defeasance cannot reasonably be accomplished prior to the Closing Date, as it may have been extended pursuant to Section 4A, provided Purchaser proceeds diligently to effect the defeasance of the CIBC Debt, the Closing shall occur on such date five (the "Closing Date"5) that is the 7th day business days after the date on which such defeasance occurs, provided, however, if such defeasance has not been accomplished by December 2, 2004, either party shall have the FCC Order right to terminate this Agreement at any time thereafter upon five (defined below5) has occurred with respect days written notice to the FCC Licenses. other party , provided that if the defeasance occurs within such five (5) day period, the notice of termination shall be null and void and the parties shall close the transaction as contemplated herein. C. The Closing shall be deemed consummated through a “New York”-style escrow closing (herein referred to be effective as of 12:01 a.m. the “Closing Escrow”) with the Escrowee on the Closing Date. (b) In order to consummate the transfer of the Purchased Assets, Seller and Purchaser agree to use their reasonable best efforts to file, within three business days after the date hereof, an assignment of license application (the "FCC Application") requesting FCC consent to the assignment from the Seller to HBC License of the FCC Licenses. The parties agree that the FCC Application will be prosecuted with reasonable best efforts, in good faith and with due diligence. The parties agree to use their reasonable best efforts to file additional information or amendments requested by the FCC orally or in writing within five business days after such request and, in any event, to commence preparation of such additional information or amendments immediately upon request and to complete and file the same with the FCC as rapidly as practical. Each party will be solely responsible for the expenses incurred by it in the preparation, filing and prosecution of the FCC Application (it being understood that the parties will bear equally the FCC filing fee). (c) As used herein, the term "FCC Order" shall mean that the FCC staff (including the Mass Media Bureau pursuant to delegated authority) has granted or given its consent, without any condition materially adverse to Purchaser or Seller, to the assignment of the FCC Licenses; and the term "Final Order" shall mean that the FCC Order shall have become final, that the time period for filing any protests, requests for stay, reconsideration by the FCC, petitions for rehearing or appeal of such order shall have expired, and that no protest, request for stay, reconsideration by the FCC, petition for rehearing or appeal of such order shall be pending.