THAT,
INDIVIDUALLY OR IN THE AGGREGATE WITH ALL SUCH OTHER EVENTS, HAS HAD OR
REASONABLY COULD BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
62
(J)
BUYER HAS NOT IDENTIFIED TITLE DEFECTS, THE TITLE DEFECT AMOUNTS
OF WHICH, IN THE AGGREGATE, EXCEED 10% OF THE BASE PURCHASE PRICE;
(K)
BUYER SHALL HAVE RECEIVED EVIDENCE REASONABLY ACCEPTABLE TO IT OF
THE COMPANY'S AND THE SUBSIDIARIES' ASSIGNMENT (WITHOUT ANY FURTHER OBLIGATION
OR LIABILITY THEREAFTER TO THE COMPANY OR ANY SUBSIDIARY) OF ALL THEIR RIGHTS
AND OBLIGATIONS PURSUANT TO THE ENGAGEMENT LETTER BETWEEN THE COMPANY AND PETRIE
PARKMAN & CO. DATED AS OF JUNE 8, 2006, TO PFC;
(L)
THE COMPANY AND EACH APPLICABLE SUBSIDIARY SHALL HAVE OBTAINED ALL
CONSENTS FROM THE OTHER PARTIES TO THE CONTRACTS IDENTIFIED ON SCHEDULE 9.2(L)
(EACH, A "REQUIRED THIRD PARTY CONSENT"), AND EACH REQUIRED THIRD PARTY CONSENT
SHALL BE IN FULL FORCE AND EFFECT, SHALL NOT HAVE BEEN REVOKED, SHALL BE IN FORM
AND SUBSTANCE REASONABLY SATISFACTORY TO BUYER, AND A COPY THEREOF SHALL HAVE
BEEN DELIVERED TO BUYER;
(M)
BUYER SHALL HAVE RECEIVED EVIDENCE REASONABLY ACCEPTABLE TO IT OF
THE FULL PAYMENT, SETTLEMENT, CANCELLATION OR SATISFACTION OF ALL INTRACOMPANY
OBLIGATIONS;
(N)
THE FCC CONSENT SHALL HAVE BEEN GRANTED AND BECOME FINAL. FOR
PURPOSES OF THIS AGREEMENT, THE TERM "FINAL" SHALL MEAN THAT ACTION SHALL HAVE
BEEN TAKEN BY THE FCC (INCLUDING ACTION DULY TAKEN BY THE FCC'S STAFF, PURSUANT
TO DELEGATED AUTHORITY) WHICH SHALL NOT HAVE BEEN REVERSED, STAYED, ENJOINED,
SET ASIDE, ANNULLED OR SUSPENDED; WITH RESPECT TO WHICH NO TIMELY REQUEST FOR
STAY, PETITION FOR REHEARING, APPEAL OR CERTIORARI OR SUA SPONTE ACTION OF THE
FCC WITH COMPARABLE EFFECT SHALL BE PENDING; AND AS TO WHICH THE TIME FOR FILING
ANY SUCH REQUEST, PETITION, APPEAL, CERTIORARI OR FOR THE TAKING OF SUCH
SUA SPONTE ACTION BY THE FCC SHALL HAVE EXPIRED OR OTHERWISE TERMINATED;
(O)
PFC SHALL HAVE PROVIDED TO BUYER THE AGREEMENT OF PROGRESS ENERGY,
INC., FOR ITSELF AND ITS AFFILIATES, WAIVING ANY CLAIMS AGAINST BUYER AND ITS
AFFILIATES AND THE PFC AND SERVICE EMPLOYEES TO THE EXTENT ARISING FROM ANY
EMPLOYMENT AGREEMENT, CONFIDENTIALITY OR NON-DISCLOSURE AGREEMENT OR POLICY, OR
NON-COMPETITION AGREEMENT BETWEEN ANY OF THE PFC AND SERVICE EMPLOYEES AND PFC
OR ANY RELATED AFFILIATE INSOFAR AS IT RELATES TO THE BUSINESS OF THE COMPANY
AND THE SUBSIDIARIES; AND
(P)
IF THE BUYER PUT RIGHT IS EXERCISED BY DELIVERY OF THE PUT
ELECTION NOTICE, THE TRANSFER, ASSIGNMENT AND CONVEYANCE OF THE PUT PROPERTIES
TO PFC AND THE ASSUMPTION OF THE PUT OBLIGATIONS BY PFC SHALL HAVE BEEN
CONSUMMATED IN ACCORDANCE WITH SECTION 7.23.
9.3
TERMINATION. THIS AGREEMENT MAY BE TERMINATED AND THE TRANSACTIONS
CONTEMPLATED HEREBY ABANDONED AT ANY TIME PRIOR TO THE CLOSING IN THE FOLLOWING
MANNER:
(A)
BY MUTUAL WRITTEN CONSENT OF PFC AND BUYER; OR
(B)
BY EITHER PFC OR BUYER, IF:
(1)
THE CLOSING SHALL NOT HAVE OCCURRED ON OR BEFORE NOVEMBER 30, 2006
(THE "TERMINATION DATE"); PROVIDED, HOWEVER, THAT THE RIGHT TO TERMINATE THIS
AGREEMENT UNDER THIS SECTION