AS OF THE CLOSING DATE
AS THOUGH MADE ON AND AS OF THE CLOSING DATE EXCEPT, IN BOTH CASES, (A) FOR
CHANGES EXPRESSLY CONTEMPLATED BY THIS AGREEMENT OR (B) WHERE THE FAILURES TO BE
TRUE AND CORRECT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE NOT RESULTED IN AND
WOULD NOT REASONABLY BE EXPECTED TO RESULT IN A BUYER MATERIAL ADVERSE EFFECT.
BUYER SHALL HAVE PERFORMED IN ALL MATERIAL RESPECTS ALL OBLIGATIONS REQUIRED TO
BE PERFORMED BY IT UNDER THIS AGREEMENT ON OR PRIOR TO THE CLOSING DATE.
SELLER
SHALL HAVE RECEIVED A CERTIFICATE DATED AS OF THE CLOSING DATE FROM BUYER
EXECUTED BY AN AUTHORIZED OFFICER OF BUYER, TO THE EFFECT THAT THE CONDITIONS
SET FORTH IN THIS SECTION 5.2(A) HAVE BEEN SATISFIED.
(B)
GOVERNMENTAL CONSENTS.
THE FCC CONSENT SHALL HAVE BEEN GRANTED
AND SHALL BE IN FULL FORCE AND EFFECT AND SHALL CONTAIN NO PROVISION MATERIALLY
ADVERSE TO SELLER OR SELLER'S AFFILIATE.
ANY WAITING PERIOD UNDER THE HSRA
SHALL HAVE BEEN TERMINATED OR EXPIRED.
(C)
ADVERSE PROCEEDINGS.
NO GOVERNMENTAL ORDER SHALL HAVE BEEN
RENDERED AGAINST ANY PARTY HERETO THAT WOULD RENDER IT UNLAWFUL, AS OF THE
CLOSING DATE, TO EFFECT THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IN
ACCORDANCE WITH ITS TERMS, AND NO PROCEEDING SHALL BE PENDING BEFORE ANY
GOVERNMENTAL AUTHORITY, OTHER THAN THE FCC, CHALLENGING THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY, WHICH IS REASONABLY LIKELY TO RESTRAIN, ALTER,
PROHIBIT OR OTHERWISE MATERIALLY INTERFERE WITH THE CLOSING.
23
(D)
AUTHORIZATION.
SELLER SHALL HAVE RECEIVED A TRUE AND COMPLETE
COPY, CERTIFIED BY AN OFFICER OF BUYER, OF THE RESOLUTIONS DULY AND VALIDLY
ADOPTED BY THE BOARD OF DIRECTORS OF BUYER EVIDENCING ITS AUTHORIZATION OF THE
EXECUTION AND DELIVERY OF THIS AGREEMENT AND CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY.
(E)
DELIVERIES.
BUYER SHALL HAVE MADE OR STAND WILLING TO MAKE ALL
THE DELIVERIES REQUIRED UNDER SECTIONS 6.1 AND 6.3 AND SHALL HAVE PAID OR STAND
WILLING TO PAY THE PURCHASE PRICE AS PROVIDED IN SECTION 1.5.
ARTICLE VI
DOCUMENTS TO BE DELIVERED AT THE CLOSING
6.1
Documents to be Delivered by Both Parties.
At the Closing, each of
Buyer and Seller shall execute and deliver to the other as applicable:
(A)
A DULY EXECUTED ASSIGNMENT AND ASSUMPTION AGREEMENT, SUBSTANTIALLY
IN THE FORM OF EXHIBIT B-1; AND
(B)
A DULY EXECUTED ASSIGNMENT AND ASSUMPTION AGREEMENT FOR THE REAL
PROPERTY LEASES, SUBSTANTIALLY IN THE FORM OF EXHIBIT B-2.
6.2
Documents to be Delivered by Seller.
At the Closing, Seller shall
deliver to Buyer the following:
(A)
THE CERTIFICATE DESCRIBED IN SECTION 5.1(A);
(B)
THE DOCUMENTS DESCRIBED IN SECTION 5.1(D);
(C)
A DULY EXECUTED BILL OF SALE, SUBSTANTIALLY IN THE FORM OF
EXHIBIT B-3;
(D)
A DULY EXECUTED ASSIGNMENT FOR THE FCC LICENSES, SUBSTANTIALLY IN
THE FORM OF EXHIBIT B-4;
(E)
A DULY EXECUTED ASSIGNMENT FOR THE INTANGIBLE PROPERTY,
SUBSTANTIALLY IN THE FORM OF EXHIBIT B-5;
(F)
THE CONSENTS TO ASSIGNMENT REQUIRED UNDER THOSE STATION CONTRACTS
LISTED ON SCHEDULE 1.1(C) OR SCHEDULE 1.1(F) AND MARKED WITH A "‡", IF ANY, DULY
EXECUTED BY