2.1 AND 2.3 (INCLUDING ANY RELATED DEFINITIONS), UNLESS OTHERWISE
DIRECTED IN WRITING BY BUYER (AND ONLY TO THE EXTENT SET FORTH IN SUCH WRITING),
EACH NON-DEBTOR SUBSIDIARY SHALL ONLY BE CONSIDERED AN AFFILIATE OF SELLER IF
AND ONLY TO THE EXTENT SUCH NON-DEBTOR SUBSIDIARY SHALL HAVE PERFORMED THE
ACTIONS AND SATISFIED THE REQUIREMENTS SET FORTH IN CLAUSE (I) OR (II) OF THIS
SECTION 5.13(H).
(I)
SELLER SHALL, AND SHALL CAUSE EACH OF ITS AFFILIATES TO, USE
COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN THE EXCLUSIVE PERIODS PURSUANT TO
SECTION 1121(D) OF THE BANKRUPTCY CODE DURING WHICH THE DEBTORS MAY FILE A PLAN
OR PLANS OF REORGANIZATION AND SOLICIT ACCEPTANCES THEREOF.
Section 5.14
Equipment Leases. Seller shall, and shall cause its
Affiliates to, pay the remaining balances on any Equipment Leases and shall
deliver title to all vehicles and Fixtures and Equipment covered by such
Equipment Leases free and clear of all Encumbrances to Buyer at the Closing.
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Section 5.15
Expanded Transaction. In the event that the Friendco
Purchase Agreement is terminated prior to the Closing as a result of actions by,
or failure to obtain Governmental Authorizations from, any Government Antitrust
Entity or the FCC, then:
(A)
THE FOLLOWING PROVISIONS SHALL BECOME EFFECTIVE UPON NOTICE TO
BUYER BY SELLER OF SUCH TERMINATION:
(I)
AT THE CLOSING, AN AGGREGATE AMOUNT OF CONSIDERATION EQUAL TO THE
PURCHASE PRICE (AS DEFINED IN THE FRIENDCO PURCHASE AGREEMENT) MINUS THE
AGGREGATE BUYER DISCHARGE AMOUNT (AS DEFINED IN THE AGREEMENT ATTACHED HERETO AS
EXHIBIT 5.15(A)(I), THE "EXPANDED AGREEMENT"), SUBJECT TO ADJUSTMENTS PURSUANT
TO SECTION 2.6(A), 2.6(F) AND 2.7, SHALL BE ADDED TO THE PURCHASE PRICE IN
SECTION 2.5 HEREUNDER; PROVIDED, THAT ANY SUCH CONSIDERATION TO BE DELIVERED BY
BUYER PURSUANT TO THIS SECTION 5.15 SHALL BE SATISFIED, AT BUYER'S ELECTION,
WITH ANY COMBINATION OF CASH, WHICH SHALL BE DEEMED TO CONSTITUTE PART OF THE
CASH CONSIDERATION, OR SHARES OF PARENT CLASS A COMMON STOCK (VALUED AT THE PER
SHARE VALUE OF THE PURCHASE SHARES), WHICH SHALL BE DEEMED TO CONSTITUTE
ADDITIONAL PURCHASE SHARES FOR PURPOSES OF THIS AGREEMENT;
(II)
EACH OF THE GROUP 1 BUSINESS AND THE GROUP 2 BUSINESS AS DEFINED
IN THE FRIENDCO PURCHASE AGREEMENT SHALL BE DEEMED TO BE A SPECIFIED BUSINESS
HEREUNDER, EACH REFERRED TO HEREIN AS THE "GROUP 1 FRIENDCO BUSINESS" AND "GROUP
2 FRIENDCO BUSINESS," RESPECTIVELY, APPLYING REFERENCES HEREIN TO SUCH SPECIFIED
BUSINESSES AS WOULD HAVE BEEN APPLIED UNDER THE FRIENDCO PURCHASE AGREEMENT;
PROVIDED, THAT, THE PREAMBLE IN SECTIONS 6.1 AND 6.2 OF THE FRIENDCO PURCHASE
AGREEMENT SHALL BE INCORPORATED INTO SECTIONS 6.1 AND 6.2, RESPECTIVELY, WITH
RESPECT TO THE GROUP 2 FRIENDCO BUSINESS;
(III)
THE JV INTERESTS AND TRANSFERRED INVESTMENTS TO HAVE BEEN
ACQUIRED BY FRIENDCO OR ITS AFFILIATES UNDER THE FRIENDCO PURCHASE AGREEMENT
SHALL BE ADDED TO SECTION 2.1(X) AND THE TRANSFERRED ASSETS AND SPECIFIED
SYSTEMS TO HAVE BEEN ACQUIRED DIRECTLY BY FRIENDCO OR ITS AFFILIATES UNDER THE
FRIENDCO PURCHASE AGREEMENT SHALL BE DEEMED TO BE INCLUDED IN TRANSFERRED ASSETS
AND SPECIFIED SYSTEMS HEREUNDER (PROVIDED, THAT BOOKS AND