Examples of License Closing in a sentence
Except as provided below in this Section 7.1 or as otherwise agreed to by Buyer and Sellers, the License Closing shall take place at 10:00 a.m. on a date to be set by Buyer on at least five (5) days’ written notice to Sellers which shall not be earlier than the first Business Day after the FCC Consent shall have been issued or later than ten (10) Business Days after the FCC Consent shall have become a Final Order.
Opinion of Sellers’ counsel and communications counsel dated as of the License Closing Date, substantially in the form of Schedule 7.4(e) hereto.
During the period between the Closing and the Retained License Closing, Seller and Purchaser shall cooperate in good faith pursuant to the Transition Services Agreement.
At all times prior to the final License Closing, Seller shall keep and maintain the Licenses current and in good standing, including without limitation, making any payment of principal, accrued interest, penalties or other indebtedness due to the FCC with respect to the Denver License on a timely basis.
Each of the First Closing and the License Closing shall be held at the offices of Xxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxxxxx 00000, or any other place that is mutually agreed upon by Buyer and Sellers.
Sellers shall have performed and complied with all obligations, covenants and agreements required by this Agreement to be performed or complied with by them prior to or on the License Closing Date, except where the failure to have performed and complied would not reasonably be expected to have a Material Adverse Effect, or shall have been caused by Buyer’s failure to fulfill its obligations under the JSA.
The Closings of the acquisition of certain assets of Paragxx (xxx "Xxset Closing"), the escrow arrangements (the "Escrow Closing"), the license of assets to Paragon (the "License Closing") and the acquisition of Paragon Shares (the "Stock Closing") shall occur seriatim.
To the extent available from the applicable jurisdictions, certificates as to the formation and/or good standing of Buyer issued by the appropriate governmental authorities in the states of organization and each jurisdiction in which Buyer needs to be qualified in order to operate the Station, each such certificate (if available) to be dated a date not more than a reasonable number of days prior to the License Closing Date.
The Closings of the acquisition of certain assets of Paragon (the "Asset Closing"), the escrow arrangements (the "Escrow Closing"), the license of assets to Paragon (the "License Closing") and the acquisition of Paragon Shares (the "Stock Closing") shall occur seriatim.
Seller represents and warrants to Buyer that, as of the date of this Agreement and as of the Liquor License Closing Date, (i) Seller has not sold, transferred, assigned, conveyed, or agreed to sell, transfer, assign, convey or encumber, any of Seller right, title or interest in and to the Liquor Property to any Person (other than Buyer); and (ii) Seller is the owner of the Liquor Property.