Conditions Precedent to Effectiveness and the Initial Investment. The effectiveness of this Agreement is subject to the following conditions precedent: (a) the Confirmation Order shall have been entered and shall not be subject to a stay or have been reversed, modified or amended in a manner materially adverse to the Agent and the Investors (other than as otherwise consented to in writing by the Agent and each Investor); (b) simultaneously with the effectiveness of this Agreement, the Plan of Reorganization shall have become effective and there shall not be any supplement, modification, waiver or amendment to Audacy’s debt and capital structure as contemplated by the Plan of Reorganization that is adverse in any material respect to the rights or interests of the Agent and the Investors, unless the Agent and each Investor has consented thereto in writing; (i) the Agent shall have received each of the documents, agreements (in fully executed form), opinions of counsel, lien search results, UCC filings, certificates and other deliverables listed on the closing memorandum attached as Exhibit I hereto, in each case, in form and substance acceptable to the Agent (and the Agent shall be deemed to have accepted each such item upon its execution and delivery of this Agreement) and (ii) all fees and expenses payable by the Seller on the Restatement Date to the Investor Parties have been paid in full in accordance with the terms of the Transaction Documents (including all attorney fees that have been invoiced at least one (1) Business Day prior to the Restatement Date); and (d) (i) the Agent (or its counsel) shall have received fully executed copies of the Credit Agreement and (ii) the Credit Agreement shall become effective substantially concurrently with this Agreement.
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Conditions Precedent to Effectiveness and the Initial Investment. The effectiveness of this Agreement is subject to the following conditions precedent:
(a) the Confirmation Order Agent and each Investor shall be reasonably satisfied that the Agent and each of the other Secured Parties shall have been entered protections provided for in the Interim Order and, to the extent then entered, the Final Order, including the protection of Section 364(e) of the Bankruptcy Code with respect to any priority or lien granted or debt incurred pursuant to said Interim Order or Final Order;
(b) the Agent and each Investor shall not be subject to have received a stay or have been reversedcopy of the Interim Order, modified or amended in a manner materially adverse form and substance satisfactory to the Agent and each Investor, entered by the Investors Bankruptcy Court that is in full force and effect and has not been vacated or reversed, is not subject to a stay, and has not been modified or amended (other than as otherwise consented to except for modifications or amendments approved in writing by the Agent and each Investor, in each case, acting in their sole discretion);
(bc) the Agent and each Investor shall have received (i) evidence that all “first day orders” and all related pleadings intended to be entered on or prior to the entry of the Interim Order (including “a cash management order”) shall have been entered by the Bankruptcy Court and shall be reasonably satisfactory in form and substance to the Agent and (ii) forms of “second day orders” filed but not yet entered, which are in form and substance reasonably satisfactory to the Agent;
(d) the Agent and each Investor shall have received a copy of the “DIP Order” (as defined in the Financing Orders) entered by the Bankruptcy Court that is in full force and effect and has not been vacated or reversed, is not subject to a stay, and has not been modified or amended (other than any amendment or modification approved in writing by the Agent and each Investor in their sole discretion) and evidence that the effectiveness of the DIP Facility (as defined in the Financing Orders) shall occur substantially simultaneously with the effectiveness of this Agreement, the Plan of Reorganization shall have become effective and there shall not be any supplement, modification, waiver or amendment to Audacy’s debt and capital structure as contemplated by the Plan of Reorganization that is adverse in any material respect to the rights or interests of the Agent and the Investors, unless the Agent and each Investor has consented thereto in writing;
(i) the Agent shall have received each of the documents, agreements (in fully executed form), opinions of counsel, lien search results, UCC filings, certificates and other deliverables listed on the closing memorandum attached as Exhibit I hereto, in each case, in form and substance acceptable to the Agent (and the Agent shall be deemed to have accepted each such item upon its execution and delivery of this Agreement) and (ii) all fees and expenses payable by the Seller on the Restatement Date to the Investor Parties have been paid in full in accordance with the terms of the Transaction Documents (including all attorney fees that have been invoiced at least one (1) Business Day prior to the Restatement Datedate that the Interim Order is entered by the Bankruptcy Court); and
(d) (i) the Agent (or its counsel) shall have received fully executed copies of the DIP Credit Agreement and (ii) the DIP Credit Agreement shall become effective substantially concurrently with this Agreement.
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