SPECIFIED DATE); AND (III) BUYER SHALL HAVE RECEIVED A CERTIFICATE SIGNED BY A
SENIOR EXECUTIVE OFFICER OF YBI TO THE FOREGOING EFFECT.
40
(B)
BUYER SHALL HAVE RECEIVED AN OPINION OF
THOMAS & LIBOWITZ, COUNSEL TO PARENT AND SELLERS, DATED THE CLOSING DATE AND
SUCH OTHER APPROPRIATE COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
BUYER, WITH RESPECT TO THE MATTERS SPECIFIED IN SECTION 3.01, SECTION 3.02 AND
SECTION 3.04.
(C)
BUYER SHALL HAVE RECEIVED ALL DOCUMENTS IT
MAY REASONABLY REQUEST RELATING TO THE EXISTENCE OF PARENT AND SELLERS AND THE
AUTHORITY OF PARENT AND EACH SELLER FOR THIS AGREEMENT, ALL IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO BUYER, INCLUDING A TRUE AND COMPLETE COPY,
CERTIFIED BY THE SECRETARY OR ASSISTANT SECRETARY OF PARENT AND EACH SELLER, OF
THE RESOLUTIONS DULY AND VALIDLY ADOPTED BY THE BOARD OF DIRECTORS OF PARENT AND
SUCH SELLER EVIDENCING ITS AUTHORIZATION OF THE EXECUTION AND DELIVERY OF THIS
AGREEMENT AND CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.
(D)
SELLERS SHALL HAVE RECEIVED ALL MATERIAL
CONSENTS.
(E)
THE FCC CONSENT SHALL CONTAIN NO PROVISION
MATERIALLY ADVERSE TO ANY OF BUYER, BUYER'S AFFILIATES, OR THE STATION; PROVIDED
THAT THE PARTIES UNDERSTAND AND AGREE THAT (A) THE POTENTIAL DIVESTITURES
REFERRED TO IN SECTION 6.02 SHALL NOT BE DEEMED TO BE MATERIAL TO BUYER AND (B)
THE OBLIGATION OF THE PARTIES TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT IS NOT SUBJECT TO THE CONDITION THAT THE FCC CONSENT SHALL HAVE
BECOME A FINAL ORDER.
(F)
BUYER SHALL HAVE RECEIVED THE TITLE
COMMITMENTS AND THE TITLE POLICY.
(G)
DURING THE FIVE (5) DAYS IMMEDIATELY
PRECEDING WHAT WOULD OTHERWISE BE THE CLOSING DATE, AND ON THE CLOSING DATE, THE
STATION SHALL HAVE BEEN AND SHALL BE OPERATING CONTINUOUSLY WITH ALL OF ITS
NORMAL BROADCASTING CAPABILITY OTHER THAN ANY INTERRUPTION OF A DURATION NO
LONGER THAN THIRTY (30) MINUTES.
ARTICLE XI
TERMINATION
SECTION 11.01
TERMINATION.
THIS AGREEMENT MAY BE TERMINATED
AT ANY TIME PRIOR TO THE CLOSING AS FOLLOWS:
(A)
BY THE MUTUAL WRITTEN CONSENT OF SELLERS
AND BUYER;
(B)
EITHER BY SELLERS OR BY BUYER:
(I)
IF THE CLOSING SHALL NOT HAVE OCCURRED
ON OR BEFORE DECEMBER 2, 2005 (THE "TERMINATION DATE") OR SUCH OTHER DATE
CONTEMPLATED BY SECTION 5.07 OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE
RIGHT TO TERMINATE THIS AGREEMENT UNDER THIS SECTION 11.01(B)(I) SHALL BE
SUSPENDED (I) UNTIL FEBRUARY 2, 2006, AS TO ALL PARTIES IF THE FAILURE TO
SATISFY THE CONDITION SET FORTH IN SECTION 10.01(C) SHALL HAVE BEEN THE CAUSE OF
OR RESULTED IN, THE FAILURE OF THE CLOSING TO OCCUR ON OR PRIOR TO DECEMBER 2,
2005, AND (II) AS TO ANY PARTY WHOSE BREACH, MISREPRESENTATION OR FAILURE TO
FULFILL ANY MATERIAL OBLIGATION UNDER THIS AGREEMENT SHALL HAVE BEEN THE CAUSE
OF, OR SHALL HAVE RESULTED IN, THE FAILURE OF THE CLOSING TO OCCUR PRIOR TO SUCH
DATE;
(II)
IF THERE SHALL BE ANY LAW THAT RESTRAINS
OR PROHIBITS CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR IF A FINAL,
NONAPPEALABLE GOVERNMENTAL ORDER IS