BY
IT UNDER THIS AGREEMENT ON OR PRIOR TO THE CLOSING DATE.
BUYER SHALL HAVE
RECEIVED A CERTIFICATE DATED AS OF THE CLOSING DATE FROM SELLER, EXECUTED BY AN
AUTHORIZED OFFICER OF SELLER TO THE EFFECT THAT THE CONDITIONS SET FORTH IN THIS
SECTION 5.1(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 ANY OF BUYER, BUYER'S AFFILIATES OR THE STATIONS AND SHALL HAVE
BECOME A FINAL ORDER; PROVIDED THAT THE CONDITION AS TO A FINAL ORDER SHALL NOT
APPLY (I) IF NO FILING SHALL HAVE BEEN MADE WITH THE FCC BY ANY THIRD PARTY THAT
PERTAINS TO OR BECOMES ASSOCIATED WITH THE FCC APPLICATION, OR (II) IF ANY SUCH
FILING SHALL HAVE BEEN MADE, THEN IF, IN THE REASONABLE OPINION OF BUYER'S FCC
COUNSEL, THE OBJECTION SET FORTH IN THE FILING WOULD NOT REASONABLY BE EXPECTED
TO RESULT IN A DENIAL OF THE FCC CONSENT OR A DESIGNATION FOR HEARING OF THE FCC
APPLICATION.
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.
(D)
AUTHORIZATION.
BUYER SHALL HAVE RECEIVED A TRUE AND COMPLETE
COPY, CERTIFIED BY AN OFFICER OF SELLER, OF THE RESOLUTIONS DULY AND VALIDLY
ADOPTED BY THE BOARD OF DIRECTORS OR THE GENERAL PARTNER OF EACH OF CBS RADIO,
ILLINOIS CBS RADIO AND TEXAS CBS RADIO, AS THE CASE MAY BE, EVIDENCING ITS
AUTHORIZATION OF THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED HEREBY.
(E)
DELIVERIES.
SELLER SHALL HAVE MADE OR STAND WILLING TO MAKE ALL
THE DELIVERIES REQUIRED UNDER SECTIONS 6.1 AND 6.2.
25
(F)
TITLE COMMITMENTS AND SURVEYS.
SUBJECT TO SECTION 4.8(C), SELLER
SHALL HAVE DELIVERED THE TITLE COMMITMENTS SET FORTH IN SECTION 4.8(A), AND
BUYER SHALL HAVE BEEN ABLE TO OBTAIN (EVEN IF BUYER HAS NOT OBTAINED) SURVEYS
SET FORTH IN SECTION 4.8(B).
5.2
To Seller's Obligations. The obligations of Seller hereunder are,
at its option, subject to satisfaction, at or prior to the Closing Date, of each
of the following conditions:
(A)
REPRESENTATIONS, WARRANTIES AND COVENANTS.
THE REPRESENTATIONS
AND WARRANTIES OF BUYER MADE IN THIS AGREEMENT SHALL BE TRUE AND CORRECT,
DISREGARDING ALL QUALIFIERS AND EXCEPTIONS RELATING TO MATERIALITY OR BUYER
MATERIAL ADVERSE EFFECT, (I) AS OF THE DATE OF THIS AGREEMENT AND (II) (EXCEPT
TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES SPEAK AS OF AN EARLIER DATE,
IN WHICH CASE SUCH REPRESENTATIONS AND WARRANTIES SHALL HAVE BEEN TRUE AND
CORRECT, DISREGARDING ALL QUALIFIERS AND EXCEPTIONS RELATING TO MATERIALITY