Common use of Conditions to Obligations of Acquiror Clause in Contracts

Conditions to Obligations of Acquiror. The obligations of Acquiror to effect the Merger are subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (a) The representations and warranties of the Company and Newco contained in this Agreement, the Transaction Agreements to which they are a party or in any other document delivered pursuant hereto shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on and as of the Closing Date, and at the Closing the Company and Newco shall have delivered to Acquiror their respective certificates to that effect; (b) Each of the obligations of the Company and Newco to be performed on or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed in all material respects on or before the Closing Date, and at the Closing the Company and Newco shall have delivered to Acquiror their respective certificates to that effect; (c) The Company shall have delivered to Acquiror a certificate signed by the Chief Financial Officer of the Company certifying, as of the Closing, as to the number of shares of capital stock of the Company outstanding, indicating the class and series of such shares; (d) Acquiror shall have received all customary closing documents it may reasonably request relating to the existence of the Company, Newco, PBC and the Broadcasting Subsidiaries and the authority of the Company and Newco to enter into this Agreement and the Transactions, all in form and substance reasonably satisfactory to Acquiror; (e) Acquiror shall have received from its counsel, Roge▇▇ & ▇ell▇ ▇▇▇ (or another nationally recognized law firm acceptable to Acquiror), an opinion that, based upon appropriate representations, certificates and letters acceptable to Roge▇▇ & ▇ell▇ ▇▇▇ (or another nationally recognized law firm acceptable to Acquiror) dated as of the Closing Date, the Merger constitutes a tax-free reorganization under Section 368(a)(1)(A) of the Code (with appropriate exceptions, assumptions and qualifications); (f) The Company shall have paid in full the Existing Company Debt as of the Closing; (g) There shall have been obtained and delivered to Acquiror all necessary approvals and consents to the assignment to Acquiror of the Station Network Affiliation Agreements; and (h) Each of the Affiliates referred to in Section 6.29(a) shall have executed and delivered to Acquiror the Affiliate Letter referred to therein.

Conditions to Obligations of Acquiror. The obligations obligation of Acquiror to effect consummate, or cause to be consummated, the Merger transactions contemplated by this Agreement are subject to the satisfaction, on or prior to the Closing Date, satisfaction of the following additional conditions, any one or more of which may be waived in writing by Acquiror: (a) The the representations and warranties of the Seller and Company and Newco contained in this Agreement, the Transaction Agreements to which they are a party or in any other document delivered pursuant hereto Agreement shall be true and correct in all material respects on (without giving effect to any qualifications or limitations as to “material,” “materiality” or “Material Adverse Effect” included therein) as of the Closing, as if made anew at and as of the Closing Date that time (except with the same effect respect to representations and warranties that speak as if made on to an earlier date, which representations and warranties shall be true and correct at and as of such earlier date), except where the Closing Datefailure of such representations and warranties (other than the Fundamental Representations) to be so true and correct, and at individually or in the Closing the Company and Newco shall have delivered to Acquiror their respective certificates to that effectaggregate, does not constitute a Material Adverse Effect; (b) Each the covenants of the obligations of the Company and Newco Seller to be performed on as of or before prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed in all material respects on or before the Closing Date, and at the Closing the Company and Newco shall have delivered to Acquiror their respective certificates to that effectrespects; (c) The Company Seller shall have delivered to Acquiror a certificate signed by an officer of each of Seller and Company, dated the Chief Financial Officer of Closing Date, certifying that the Company certifying, as of the Closing, as to the number of shares of capital stock of the Company outstanding, indicating the class conditions specified in Section 8.2(a) and series of such sharesSection 8.2(b) have been satisfied; (d) Seller shall have delivered to Acquiror a statement that satisfies Acquiror’s obligations under Treas. Reg. §1.1445-2(b)(2); (e) Seller shall have delivered to Acquiror releases and related documentation necessary to effectuate the full release of Company and each of its Subsidiaries from any liabilities or obligations constituting any Indebtedness, and the discharge of any Liens securing such Indebtedness; and (f) all conditions to funding under the Debt Financing Commitment Letters shall have been satisfied or waived, and Acquiror shall have received all customary closing documents it may reasonably request relating to funds required for the existence consummation of the Companytransactions contemplated by this Agreement, Newco, PBC and in each case on the Broadcasting Subsidiaries and terms set forth in the authority of the Company and Newco to enter into this Agreement and the Transactions, all in form and substance reasonably satisfactory to Acquiror; (e) Acquiror shall have received from its counsel, Roge▇▇ & ▇ell▇ ▇▇▇ (or another nationally recognized law firm acceptable to Acquiror), an opinion that, based upon appropriate representations, certificates and letters acceptable to Roge▇▇ & ▇ell▇ ▇▇▇ (or another nationally recognized law firm acceptable to Acquiror) dated as of the Closing Date, the Merger constitutes a tax-free reorganization under Section 368(a)(1)(A) of the Code (with appropriate exceptions, assumptions and qualifications); (f) The Company shall have paid in full the Existing Company Debt as of the Closing; (g) There shall have been obtained and delivered to Acquiror all necessary approvals and consents to the assignment to Acquiror of the Station Network Affiliation Agreements; and (h) Each of the Affiliates referred to in Section 6.29(a) shall have executed and delivered to Acquiror the Affiliate Letter referred to thereinFinancing Commitment Letters.

Conditions to Obligations of Acquiror. The obligations obligation of Acquiror to effect consummate the Merger transactions contemplated hereby are subject to the satisfaction, on or prior to the Closing Date, satisfaction of the following additional conditions, any one or more of which may be waived in writing by Acquiror: (a) The (i) Each of the representations and warranties of the Company and Newco Sellers contained in this AgreementSection 3.1, the Transaction Agreements Section 3.2, Section 3.3 and Section 3.6 (interpreted without giving effect to which they are a party any limitation or in any qualification based on materiality, Material Adverse Effect or other document delivered pursuant hereto terms of similar import or effect) shall be true and correct in all material respects on as of the Closing, as if made anew at and as of that time (except with respect to any such representations and warranties that speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such earlier date), and (ii) each of the Closing Date with other representations and warranties of Sellers contained in this Agreement (interpreted without giving effect to any limitation or qualification based on materiality, Material Adverse Effect or other terms of similar import or effect) shall be true and correct as of the same effect Closing, as if made on anew at and as of that time (except with respect to representations and warranties that speak as to an earlier date, which representations and warranties shall be true and correct at and as of such earlier date), except in the Closing Datecase of this clause (ii) for any inaccuracy or omission that would not reasonably be expected to have, and at either individually or in the Closing the Company and Newco shall have delivered to Acquiror their respective certificates to that effect;aggregate with all such other inaccuracies or omissions, a Material Adverse Effect. (b) Each of the obligations covenants of the Company and Newco Sellers to be performed on as of or before prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed in all material respects on or before the Closing Date, and at the Closing the Company and Newco shall have delivered to Acquiror their respective certificates to that effect;respects. (c) The Company Since the date of this Agreement, no event(s), change(s) or circumstance(s) shall have occurred that has or have had, or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (d) Sellers shall have delivered to Acquiror a certificate signed by an executive officer of each Seller, dated the Chief Financial Officer Closing Date, certifying that, to the knowledge and belief of such executive officer(s), the conditions specified in Section 8.2(a) and Section 8.2(b) have been satisfied. (e) ▇▇▇▇▇▇▇ Automotive US shall have delivered to Acquiror a statement that satisfies Acquiror’s obligations under Treasury Regulation Section 1.1445-2(b)(2). (f) Sellers shall have received or obtained all shareholder consents and approvals that are necessary for the consummation of the Company certifyingtransactions contemplated hereby. (g) Sellers shall have delivered to Acquiror: (i) a copy of the Release Letter executed by all necessary counterparties, the Collateral Release Documents executed by all necessary counterparties, the originals of the pledged collateral in the possession of any counterparty to any Collateral Document and any and all officers certificates required for the unconditional delivery of each of the Release Letter, the Collateral Release Documents and the originals of the pledged collateral being released; (ii) a release duly executed by ▇▇▇▇▇▇▇ Limited and otherwise substantially in the form of Exhibit D attached hereto (the “Seller Release”); (iii) resignations, effective as of the Closing, as to the number of shares of capital stock each manager, director and officer of the Company outstanding, indicating the class and series of such shares; (d) Acquiror shall have received all customary closing documents it may reasonably request relating to the existence of the Company, Newco, PBC and the Broadcasting Subsidiaries and the authority of the Company and Newco to enter into this Agreement and the Transactions, all in form and substance reasonably satisfactory to Acquiror; (e) Acquiror shall have received from its counsel, Roge▇▇ & ▇ell▇ ▇▇▇ (or another nationally recognized law firm acceptable to AcquirorCompanies specified on Schedule 8.2(g)(iii), an opinion that, based upon appropriate representations, certificates and letters acceptable to Roge▇▇ & ▇ell▇ ▇▇▇ (or another nationally recognized law firm acceptable to Acquiror) dated as of the Closing Date, the Merger constitutes a tax-free reorganization under Section 368(a)(1)(A) of the Code (with appropriate exceptions, assumptions and qualifications); (f) The Company shall have paid in full the Existing Company Debt as of the Closing; (g) There shall have been obtained and delivered to Acquiror all necessary approvals and consents to the assignment to Acquiror of the Station Network Affiliation Agreements; and (hiv) Each of the Affiliates referred certificates and other documents required to in be delivered pursuant to Section 6.29(a) shall have executed and delivered to Acquiror the Affiliate Letter referred to therein2.5.

Conditions to Obligations of Acquiror. The obligations of Acquiror to effect the Merger are subject to the satisfaction, on or prior to the Closing Date, of the following conditions: : (a) The representations and warranties of the Company and Newco contained in this Agreement, the Transaction Agreements to which they are a party or in any other document delivered pursuant hereto shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on and as of the Closing Date, and at the Closing the Company and Newco shall have delivered to Acquiror their respective certificates to that effect; ; (b) Each of the obligations of the Company and Newco to be performed on or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed in all material respects on or before the Closing Date, and at the Closing the Company and Newco shall have delivered to Acquiror their respective certificates to that effect; ; (c) The Company shall have delivered to Acquiror a certificate signed by the Chief Financial Officer of the Company certifying, as of the Closing, as to the number of shares of capital stock of the Company outstanding, indicating the class and series of such shares; ; (d) Acquiror shall have received all customary closing documents it may reasonably request relating to the existence of the Company, Newco, PBC and the Broadcasting Subsidiaries and the authority of the Company and Newco to enter into this Agreement and the Transactions, all in form and substance reasonably satisfactory to Acquiror; ; (e) Acquiror shall have received from its counsel, Roge▇▇▇▇▇▇ & ▇ell▇ ▇▇▇▇ LLP (or another nationally recognized law firm acceptable to Acquiror), an opinion that, based upon appropriate representations, certificates and letters acceptable to Roge▇▇▇▇▇▇ & ▇ell▇ ▇▇▇▇ LLP (or another nationally recognized law firm acceptable to Acquiror) dated as of the Closing Date, the Merger constitutes a tax-free reorganization under Section 368(a)(1)(A) of the Code (with appropriate exceptions, assumptions and qualifications); ; (f) The Company shall have paid in full the Existing Company Debt as of the Closing; ; (g) There shall have been obtained and delivered to Acquiror all necessary approvals and consents to the assignment to Acquiror of the Station Network Affiliation Agreements; and and (h) Each of the Affiliates referred to in Section 6.29(a) shall have executed and delivered to Acquiror the Affiliate Letter referred to therein. ARTICLE VIII TERMINATION 8.01.

Conditions to Obligations of Acquiror. The obligations of Acquiror to effect consummate the Merger are transactions contemplated by this Agreement will be further subject to the satisfaction, on satisfaction or waiver at or prior to the Closing Date, Date of each of the following conditions: (a) The representations and warranties of the Company and Newco contained set forth in this AgreementArticle IV will be true, the Transaction Agreements to which they are a party or in any other document delivered pursuant hereto shall be true complete and correct in all material respects on (without regard to any materiality or Material Adverse Effect qualifiers) as of the date of this Agreement and as of the Closing Date with the same effect Effective Time as if though made on and as of the Closing Datesuch date (unless any such representation or warranty is made only as of a specific date, in which event such representation or warranty will be true, complete and at the Closing the Company and Newco shall have delivered to Acquiror their respective certificates to that effectcorrect as of such specific date); (b) Each of the obligations of the The Company and Newco to be performed on or before the Closing Date pursuant to the terms of this Agreement shall will have been duly performed in all material respects on or before each of the Closing Dateobligations, and complied in all material respects with each of the agreements and covenants, required to be performed by or complied with by it under this Agreement at or prior to the Closing the Company and Newco shall have delivered to Acquiror their respective certificates to that effectEffective Time; (c) The Company shall will have delivered to Acquiror its audited annual financial statements (or if audited financial statements are not available, unaudited financial statements, provided such unaudited financial statements have undergone at least a certificate signed review by the Chief Financial Officer Company’s independent auditors) for all annual accounting periods ended after the Balance Sheet Date containing an unqualified opinion by its independent auditors that is not modified in any way by an explanatory paragraph relating to the consistency of the Company certifyingapplication of accounting principles, ability to continue as of the Closing, as to the number of shares of capital stock of the Company outstanding, indicating the class and series of such shares;a going concern or for any other matter. (d) Acquiror shall There will not have received all customary closing documents it may occurred any fact, event, change, development, circumstance or effect which, individually or in the aggregate, has had or could reasonably request relating be expected to the existence of the Company, Newco, PBC and the Broadcasting Subsidiaries and the authority of the Company and Newco to enter into this Agreement and the Transactions, all in form and substance reasonably satisfactory to Acquirorhave a Material Adverse Effect; (e) Acquiror shall have received from its counsel, Roge▇▇ & ▇ell▇ ▇▇▇ The Dissenting Shares will not constitute more than ten percent (or another nationally recognized law firm acceptable to Acquiror), an opinion that, based upon appropriate representations, certificates and letters acceptable to Roge▇▇ & ▇ell▇ ▇▇▇ (or another nationally recognized law firm acceptable to Acquiror) dated as of the Closing Date, the Merger constitutes a tax-free reorganization under Section 368(a)(1)(A10%) of the Code (with appropriate exceptions, assumptions issued and qualifications)outstanding Shares; (f) The Company shall have paid in full the Existing Company Debt as Each of the key employees of the Company identified in Section 7.2(f) of the Company Disclosure Schedule (each, a “Key Employee”) will continue to be employed in the position set forth opposite such Person’s name in Section 7.2(f) of the Company Disclosure Schedule, unless, in each case, such Key Employee will no longer be so employed as a result of (i) death or disability or (ii) termination by the Company for cause; provided, however, that, except as provided in Section 6.14, nothing in this Agreement will be construed as being or creating an obligation of Acquiror or the Company, as the Surviving Corporation in the Cash Merger, to continue the employment of any such Key Employee following the Closing;; and (g) There shall Acquiror will have been obtained and delivered to Acquiror all necessary approvals and consents to received the assignment to Acquiror formal resignation of each person serving as a director of the Station Network Affiliation Agreements; and (h) Each of Company effective at the Affiliates referred to in Section 6.29(a) shall have executed and delivered to Acquiror the Affiliate Letter referred to thereinEffective Time.

Conditions to Obligations of Acquiror. The obligations of Acquiror to effect the Merger transactions contemplated hereby are subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (a) The Subject to Section 7.06, the representations and warranties of the Company and Newco SHI contained in this Agreement, the Transaction Agreements to which they are a party Agreement or in any other document delivered pursuant hereto shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on and as of the Closing Date, Date and at the Closing the Company and Newco SHI shall have delivered to Acquiror their respective certificates a certificate to that effect; (b) Each of the obligations of the Company and Newco SHI to be performed on or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed in all material respects on or before the Closing Date, Date and at the Closing the Company and Newco SHI shall have delivered to Acquiror their respective certificates a certificate to that effect; (c) Immediately prior to the Effective Time, the Company shall have no assets except (i) all of the issued and outstanding capital stock of, and its right, title and interest in any advances to, the Cable Subsidiaries, (ii) the contract rights referred to in Section 2.02(a)(ii); and (iii) the cash referred to in Section 2.02(a)(iii) to the extent such cash has not previously been used to pay expenses of the Company described therein; (d) Immediately prior to the Effective Time, the Company shall have no liabilities except (i) liabilities associated with the cable television operations of Cable (including any liabilities assumed in connection with the acquisition of assets related to the Mid-Tennessee Business in accordance with Section 6.26) and (ii) the contract obligations referred to in Section 2.02(b)(ii); (e) Acquiror shall have received an opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, counsel for the Company and SHI, dated as of the Closing Date, in form and substance reasonably satisfactory to Acquiror and its counsel; (f) The Company shall have delivered to Acquiror a certificate signed by the Chief Executive Officer and the Chief Financial Officer of the Company certifying, as certifying that there are no outstanding options to acquire any capital stock of the Closing, Company and as to the number of shares of capital stock of the Company outstandingoutstanding as of the Closing Date, indicating the class and series of such shares; (dg) All authorizations, consents, orders and approvals from applicable Franchise Authorities necessary to transfer Franchises in which at least 95% of the Basic Subscribers of Cable are located (the "Required Percentage") shall have been obtained, be in effect and not be subject to withdrawal or appeal; PROVIDED, THAT the condition set forth in this Section 7.04(g) shall not be deemed to be satisfied until the earlier to occur of (x) thirty (30) days following the date on which the Required Percentage is obtained, (y) the date on which the condition set forth in this Section 7.04(g) would be satisfied if the Required Percentage were one hundred percent or (z) the Termination Date; and (h) Acquiror shall have received all customary closing documents it may reasonably request relating to the existence of the Company, NewcoSHI, PBC the Cable Subsidiaries and the Broadcasting Subsidiaries Cable Partnerships and the authority of the Company and Newco to enter into SHI for this Agreement and the Transactionstransactions contemplated hereby, all in form and substance reasonably satisfactory to Acquiror; (e) Acquiror shall have received from its counsel, Roge▇▇ & ▇ell▇ ▇▇▇ (or another nationally recognized law firm acceptable to Acquiror), an opinion that, based upon appropriate representations, certificates and letters acceptable to Roge▇▇ & ▇ell▇ ▇▇▇ (or another nationally recognized law firm acceptable to Acquiror) dated as of the Closing Date, the Merger constitutes a tax-free reorganization under Section 368(a)(1)(A) of the Code (with appropriate exceptions, assumptions and qualifications); (f) The Company shall have paid in full the Existing Company Debt as of the Closing; (g) There shall have been obtained and delivered to Acquiror all necessary approvals and consents to the assignment to Acquiror of the Station Network Affiliation Agreements; and (h) Each of the Affiliates referred to in Section 6.29(a) shall have executed and delivered to Acquiror the Affiliate Letter referred to therein.

Conditions to Obligations of Acquiror. The obligations of ------------------------------------- Acquiror to effect the Merger transactions contemplated by this Agreement are subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (a) The Subject to Section 8.4, the representations and warranties of the Company and Newco Chronicle contained in this Agreement, the Transaction Agreements to which they are a party Agreement or in any other document delivered pursuant hereto to this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on and as of the Closing Date, Date and at the Closing the Company and Newco Chronicle shall have delivered to Acquiror their respective certificates at the Closing a certificate executed on behalf of Chronicle by an executive officer of Chronicle to that effect; (b) Each Subject to Section 8.4, each of the obligations covenants of the Company and Newco Chronicle to be performed on or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed in all material respects on or before the Closing Date, Date and at the Closing the Company and Newco Chronicle shall have delivered to Acquiror their respective certificates at the Closing a certificate executed on behalf of Chronicle by an executive officer of Chronicle to that effect; (c) The Company FCC shall have delivered consented, to the extent such consent is legally required, to the transfer to Acquiror of all FCC licenses possessed by Chronicle in connection with Western's business, except where the failure to obtain any such consent would not have a certificate signed by material adverse effect on the Chief Financial Officer financial condition, results of the Company certifyingoperations, liabilities, assets, or business of Acquiror and its Subsidiaries taken as of the Closing, as to the number of shares of capital stock of the Company outstanding, indicating the class and series of such sharesa whole; (d) Acquiror The aggregate number of Basic Subscribers in those Franchise Areas that are Transferable Franchise Areas shall have received be at least 90% of the aggregate number of Basic Subscribers in all customary closing documents it may reasonably request relating Franchise Areas. For purposes of this Section 8.3(d) and Section 8.3(e): (i) The number of Basic Subscribers in a Franchise Area shall be the number of Basic Subscribers set forth next to the existence name of such Franchise Area on Schedule 4.15 (regardless of any change in the Companynumber of Basic Subscribers in such Franchise Area between June 22, Newco, PBC 1995 and the Broadcasting Subsidiaries and the authority of the Company and Newco to enter into this Agreement and the Transactions, all in form and substance reasonably satisfactory to Acquiror; (e) Acquiror shall have received from its counsel, Roge▇▇ & ▇ell▇ ▇▇▇ (or another nationally recognized law firm acceptable to Acquiror), an opinion that, based upon appropriate representations, certificates and letters acceptable to Roge▇▇ & ▇ell▇ ▇▇▇ (or another nationally recognized law firm acceptable to Acquiror) dated as of the Closing Date) and the aggregate number of Basic Subscribers in all Franchise Areas shall be the total number of Basic Subscribers for all Franchise Areas as set forth on Schedule 4.15 (regardless of any change in the aggregate number of Basic Subscribers between June 22, 1995 and the Merger constitutes a tax-free reorganization under Section 368(a)(1)(A) of the Code (with appropriate exceptions, assumptions and qualificationsClosing Date); (f) The Company shall have paid in full the Existing Company Debt as of the Closing; (g) There shall have been obtained and delivered to Acquiror all necessary approvals and consents to the assignment to Acquiror of the Station Network Affiliation Agreements; and (h) Each of the Affiliates referred to in Section 6.29(a) shall have executed and delivered to Acquiror the Affiliate Letter referred to therein.

Conditions to Obligations of Acquiror. The obligations of Acquiror to effect the Merger are shall be subject to the satisfaction, on satisfaction at or prior to the Closing Date, Effective Time of the following additional conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law: (a) All agreements, certificates, opinions and other documents shall be reasonably satisfactory in form, scope and substance to Acquiror and its counsel, and Acquiror and its counsel shall have received all information and copies of all documents, including records of corporate proceedings, which they may reasonably request in connection therewith, such documents where appropriate to be certified by proper corporate officers; (b) The representations representations, warranties, covenants and warranties agreements of the Company and Newco Arcus Parties contained in this Agreement, the Transaction Agreements to which they are a party Agreement or otherwise made in any other document delivered writing by them or on their behalf pursuant hereto or otherwise made in connection with the Merger and the Transactions shall be true and correct in all material respects on at and as of the Closing Date with the same force and effect as if though made on and as of such date except those which speak as of a certain date which shall continue to be true and correct as of such date on the Closing Date, ; each and at the Closing the Company and Newco shall have delivered to Acquiror their respective certificates to that effect; (b) Each all of the obligations of the Company agreements and Newco conditions to be performed on or before satisfied by the Arcus Parties or any stockholders of the Arcus Parties hereunder or under the Stockholders' Agreement at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed or satisfied in all material respects on or before respects; and the Closing Date, and at the Closing the Company and Newco Arcus Parties shall have delivered to furnished Acquiror their respective with such certificates to that effectand other documents evidencing the truth of such representations, warranties, covenants and agreements and the performance of such covenants, agreements or conditions as Acquiror shall have reasonably requested; (c) The Company Arcus Parties shall have delivered furnished Acquiror and, at Acquiror's request, any bank or other financial institution providing credit to Acquiror a certificate signed by Acquiror, with favorable opinions dated the Chief Financial Officer Closing Date of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Company certifyingArcus Parties, as of or such other counsel reasonably acceptable to Acquiror, ▇▇▇▇, Gerber & ▇▇▇▇▇▇▇▇▇, special tax counsel for the ClosingArcus Parties, as or such other counsel reasonably acceptable to Acquiror, and Bible, Hoy & Trachok, special Nevada counsel for the number of shares of capital stock of the Company outstandingArcus Parties, indicating the class or such other counsel reasonably acceptable to Acquiror, in each case in form and series of such sharessubstance reasonably acceptable to Acquiror; (d) Acquiror shall have received all customary closing documents it may reasonably request relating to the existence Each Affiliate of the Company, Newco, PBC and the Broadcasting Subsidiaries and the authority of as identified by the Company to Acquiror in writing not less than fifteen (15) business days preceding the Closing Date, shall have executed and Newco to enter into this delivered an Affiliate Agreement and in the Transactions, all in form and substance reasonably satisfactory to Acquirorof Exhibit 5.3 hereto; (e) The Arcus Parties shall have obtained (i) consents to the assignment and continuation of (A) all Material Agreements listed in Schedule 3.1(d) with respect to which Acquiror shall have received notified the Arcus Parties in writing within ten (10) days after the date hereof and (B) any Material Agreement the consent to which is not identified on Schedule 3.1(d) but which, in the reasonable judgment of Acquiror, requires such consent and with respect to which Acquiror shall have notified the Arcus Parties in writing within ten (10) days after such Material Agreement shall have been delivered or otherwise provided to Acquiror (or, if later, ten (10) days after the date hereof), and (ii) satisfaction and discharge of all Liens set forth in Section 3.5(a) of the Disclosure Schedule, but only to the extent that Acquiror elects to repay or prepay the Indebtedness secured by such Liens from its counselown funds; (f) Each of the stockholders agreements listed on Schedule 3.13(d) of the Disclosure Schedule shall have been, Roge▇▇ & ▇ell▇ ▇▇▇ as of the Effective Time, terminated or otherwise of no further force or effect with no liability to any Arcus Entity; (g) Each trustee under each Plan and each other officer and director of the Arcus Entities identified in writing by Acquiror to the Company not less than ten (10) days prior to the Closing Date shall, if required, have submitted his or another nationally recognized law firm acceptable to Acquiror)her unqualified written resignation, an opinion that, based upon appropriate representations, certificates and letters acceptable to Roge▇▇ & ▇ell▇ ▇▇▇ (or another nationally recognized law firm acceptable to Acquiror) dated as of the Closing Date, from all such positions held with the Merger Arcus Entities and as a trustee for each such Plan; (h) Except for such Contractual Obligations as to which Acquiror has notified the Arcus Parties that it wants to retain, which notice shall be delivered not less than thirty (30) days prior to Closing and which Contractual Obligations shall be effective as of the Effective Time, all Contractual Obligations set forth in Section 3.9 of the Disclosure Schedule shall have been satisfied and discharged as of the Closing Date; (i) Acquiror shall have received a favorable opinion, dated the Closing Date, of ▇▇▇▇▇▇▇▇ & Worcester LLP, counsel to Acquiror, or such other counsel reasonably acceptable to the Arcus Parties, to the effect that this Agreement constitutes a tax-free plan of reorganization under in accordance with the provisions of Section 368(a)(1)(A368(a) of the Code (with appropriate exceptions, assumptions and qualifications); (f) The Company shall have paid in full the Existing Company Debt as of the Closing; (g) There shall have been obtained and delivered to Acquiror all necessary approvals and consents to the assignment consequences thereof to Acquiror of the Station Network Affiliation AgreementsAcquiror; and (hj) Each of The Arcus Parties, the Affiliates referred to in Section 6.29(a) Stockholder Representative and the Escrow Agent shall have executed and delivered to Acquiror the Affiliate Letter referred to thereinEscrow Agreement.

Conditions to Obligations of Acquiror. The All obligations of Acquiror to effect the Merger under this Agreement are subject to the fulfillment or satisfaction, on or prior to or at the Closing DateClosing, of each of the following conditionsconditions precedent; any of which may be waived (in whole or in part) by Acquiror in accordance with Section 9(g) hereof: (ai) The representations and warranties of the Company Parent and Newco Target contained in this Agreement, the Transaction Agreements to which they are a party or in any other document delivered pursuant hereto shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on and as of the Closing Date, and at the Closing the Company and Newco shall have delivered to Acquiror their respective certificates to that effect; (b) Each of the obligations of the Company and Newco to be performed on or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed true on the date hereof in all material respects, and shall be true in all material respects on or before as of the Closing Date, and as if made at the Closing the Company and Newco Closing. (ii) Parent shall have delivered performed and complied in all material respects with all agreements and conditions required by this Agreement to Acquiror their respective certificates be performed or complied with by or prior to that effect;or at the Closing. (ciii) The Company consents and approvals set forth on Schedule I shall have delivered to Acquiror a certificate signed by the Chief Financial Officer of the Company certifying, as been obtained. (iv) The Other Events shall have occurred. (v) As of the Closing, as no suit, action or other proceeding, or any injunction or final judgment relating thereto, shall be threatened or be pending before any court or governmental or regulatory official, body or authority in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with this Agreement or the number of shares of capital stock consummation of the Company outstandingtransactions contemplated hereby, indicating the class and series of no investigation that might result in any such shares;suit, action or proceeding shall be pending or threatened. (dvi) The arrangements for the liquor licenses described in Section 4(b) shall have been completed. (vii) The documents to be delivered by Parent and Target at Closing pursuant to Section 4(c) shall have been executed and delivered. (viii) As of the Closing, no fire, flood, earthquake or other catastrophe shall have materially adversely affected the physical condition and operation of the Restaurants and the businesses represented thereby, taken as a whole. (ix) Acquiror shall have received all customary closing documents it a certificate from Parent, dated the Closing Date and certifying in such detail as Acquiror may reasonably request relating to request, that the existence of the Company, Newco, PBC and the Broadcasting Subsidiaries and the authority of the Company and Newco to enter into this Agreement and the Transactions, all conditions specified in form and substance reasonably satisfactory to Acquiror; (eSection 7(a) Acquiror shall have received from its counsel, Roge▇▇ & ▇ell▇ ▇▇▇ (or another nationally recognized law firm acceptable to Acquiror), an opinion that, based upon appropriate representations, certificates and letters acceptable to Roge▇▇ & ▇ell▇ ▇▇▇ (or another nationally recognized law firm acceptable to Acquiror) dated as of the Closing Date, the Merger constitutes a tax-free reorganization under Section 368(a)(1)(A) of the Code (with appropriate exceptions, assumptions and qualifications); (f) The Company shall have paid in full the Existing Company Debt as of the Closing; (g) There shall have been obtained and delivered to Acquiror all necessary approvals and consents to the assignment to Acquiror of the Station Network Affiliation Agreements; and (h) Each of the Affiliates referred to in Section 6.29(a) shall have executed and delivered to Acquiror the Affiliate Letter referred to thereinfulfilled.

Conditions to Obligations of Acquiror. The obligations of Acquiror to effect the Merger Transactions are subject to the satisfaction, on satisfaction (or prior to the Closing Date, waiver by Acquiror in its sole discretion) of the following further conditions: (a) The representations and warranties of the Company and Newco contained Seller set forth in this Agreement, Agreement shall have been true and correct at and as of the Transaction Agreements to which they are a party or in any other document delivered pursuant hereto date hereof and shall be true and correct in all material respects on at and as of the Closing Date with the same effect as if made on at and as of the Closing Date, and at the Closing the Company and Newco shall have delivered to Acquiror their respective certificates to that effect;. (b) Each of There shall not have occurred since the obligations of the Company and Newco to be performed on or before the Closing Date pursuant to the terms date of this Agreement shall have been duly performed any event, occurrence or change that has had or would reasonably be expected to have, individually or in all material respects on or before the Closing Dateaggregate, and at the Closing the Company and Newco shall have delivered to Acquiror their respective certificates to that effect;a Compound Material Adverse Effect. (c) The Company No action, proceeding or litigation brought by any Governmental Entity of competent jurisdiction shall be pending or threatened before any court or other Governmental Entity seeking to (i) prevent consummation of the Transactions, (ii) affect adversely the right of Acquiror to control the Compound; or (iii) restrain or prohibit Acquiror’s ownership of the Purchased Assets. No such Order shall be in effect. (d) Seller shall have delivered to Acquiror a certificate signed executed by an authorized officer of Seller (the Chief Financial Officer “Seller Certificate”) to the effect that each of the Company certifying, as conditions specified in clauses (a)-(c) of the Closing, as this Section 8.2 with respect to the number of shares of capital stock of the Company outstanding, indicating the class and series of such shares; (d) Acquiror shall have received Seller are satisfied in all customary closing documents it may reasonably request relating to the existence of the Company, Newco, PBC and the Broadcasting Subsidiaries and the authority of the Company and Newco to enter into this Agreement and the Transactions, all in form and substance reasonably satisfactory to Acquiror;respects. (e) Acquiror Seller shall have received from its counseldelivered to Acquiror written consents signed by each member of Seller’s Board of Directors and each of Seller’s stockholders approving the transactions contemplated by this Agreement under Seller’s constitutive and other documents, Roge▇▇ & ▇ell▇ ▇▇▇ (or another nationally recognized law firm acceptable in each case to Acquiror), an opinion that, based upon appropriate representations, certificates the effect that each such director and letters acceptable to Roge▇▇ & ▇ell▇ ▇▇▇ (or another nationally recognized law firm acceptable to Acquiror) dated as of such stockholders have approved the Closing Date, the Merger constitutes a tax-free reorganization under Section 368(a)(1)(A) of the Code (with appropriate exceptions, assumptions and qualifications);transactions contemplated by this Agreement. [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION (f) The Company Seller shall have paid in full the Existing Company Debt as of the Closing;delivered to Acquiror duly executed Transaction Documents. (g) There Seller shall have been obtained and delivered to Acquiror all necessary approvals documents reasonably satisfactory to Acquiror evidencing repayment and consents release in full with respect to the assignment to Acquiror Loan Agreements, including delivery of the Station Network Affiliation Agreements; andexecuted Payoff Letters pursuant to Section 7.5. (h) Each of the Affiliates referred to in Section 6.29(a) Seller shall have executed and delivered the items required by it pursuant to Acquiror the Affiliate Letter referred to thereinSection 3.2 hereof.

Conditions to Obligations of Acquiror. The obligations of Acquiror to effect the Merger Transactions are subject to the satisfaction, on satisfaction (or prior to the Closing Date, waiver by Acquiror in its sole discretion) of the following further conditions: (a) The Except as set forth below, the representations and warranties of the Company and Newco contained Seller Parties set forth in this AgreementAgreement shall have been true and correct at and as of the date hereof and shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except that the accuracy of those representations and warranties that address matters only as of a particular date shall be measured as of such date), except that any inaccuracies in such representations and warranties will be disregarded for purposes of this Section 9.2(a) if such inaccuracies (considered individually or collectively) do not have a Company Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties all “Company Material Adverse Effect” and other materiality qualifications limiting the scope of such representations and warranties shall be disregarded; provided further, that notwithstanding the foregoing, the Transaction Agreements to which they representations and warranties of the Seller Parties set forth in Section 4.2 (Capitalization), Section 4.4 (Authority and Enforceability), Section 5.1 (Organization and Standing; Authority and Binding Effect) and Section 5.3 (Ownership of Interests) that are a party or qualified by materiality (considered collectively and individually) shall have been true and correct at and as of the date hereof and shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date, and such representations and warranties that are not so qualified *** CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION (considered collectively and individually) shall have been true and correct in any other document delivered pursuant hereto all material respects at and as of the date hereof and shall be true and correct in all material respects on at and as of the Closing Date with the same effect as if made on at and as of the Closing Date, except to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct (or true and correct in all material respects if not qualified as to materiality) as of such earlier date. Each of the Seller Parties shall have performed the obligations required to be performed by it under this Agreement at or prior to the Closing Date in all material respects. Acquiror shall have received (i) a certificate dated the Closing Date and signed by the Chief Executive Officer of the Company, with respect to the representations and warranties and covenants and agreements of the Company, to the foregoing effects (the “Officer’s Certificate”), and (ii) a certificate dated the Closing Date and signed by the Member Representative, with respect to the representations and warranties and covenants and agreements of the Members, to the foregoing effects (the “Member Representative Certificate”). (b) There shall not have occurred since the date of this Agreement any event, occurrence or change that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) No action, proceeding or litigation brought by any Government Entity of competent jurisdiction shall be pending or threatened before any court or other Governmental Entity seeking to (i) prevent consummation of the Transactions, (ii) affect adversely the right of Acquiror to control the Acquired Companies; or (iii) restrain or prohibit Acquiror’s ownership or operation of all or any material portion of the business or assets of the Acquired Companies, taken as a whole, or compel Acquiror or any of its Subsidiaries or Affiliates to dispose of all or any material portion of the business or assets of the Company and Newco its Subsidiaries, taken as a whole, or of Acquiror and its Subsidiaries, taken as a whole. No such Order shall be in effect. (d) The Seller Parties shall have delivered to Acquiror their respective certificates duly executed Transaction Documents to that effect; (b) Each of which the obligations of the Company and Newco to be performed on or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed in all material respects on or before the Closing Date, and at the Closing the Company and Newco shall have delivered to Acquiror their respective certificates to that effect; (c) The Company shall have delivered to Acquiror Seller Parties are a certificate signed by the Chief Financial Officer of the Company certifying, as of the Closing, as to the number of shares of capital stock of the Company outstanding, indicating the class and series of such shares; (d) Acquiror shall have received all customary closing documents it may reasonably request relating to the existence of the Company, Newco, PBC and the Broadcasting Subsidiaries and the authority of the Company and Newco to enter into this Agreement and the Transactions, all in form and substance reasonably satisfactory to Acquiror;party. (e) Acquiror The Seller Parties shall have received from its counsel, Roge▇▇ & ▇ell▇ ▇▇▇ (or another nationally recognized law firm acceptable to Acquirormade the deliveries contemplated by Section 3.2(a), an opinion that, based upon appropriate representations, certificates and letters acceptable to Roge▇▇ & ▇ell▇ ▇▇▇ (or another nationally recognized law firm acceptable to Acquiror) dated as of the Closing Date, the Merger constitutes a tax-free reorganization under Section 368(a)(1)(A) of the Code (with appropriate exceptions, assumptions and qualifications); (f) The Company shall have paid in full the Existing Company Debt as of the Closing; (g) There shall have been obtained and delivered to Acquiror all necessary approvals and consents to the assignment to Acquiror of the Station Network Affiliation Agreements; and (h) Each of the Affiliates referred to in Section 6.29(a) shall have executed and delivered to Acquiror the Affiliate Letter referred to therein.

Conditions to Obligations of Acquiror. The obligations of Acquiror to effect the Merger are subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (a) The representations and warranties of the Company and Newco contained in this Agreement, the Transaction Agreements to which they are a party or in any other document delivered pursuant hereto shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on and as of the Closing Date, and at the Closing the Company and Newco shall have delivered to Acquiror their respective certificates to that effect; (b) Each of the obligations of the Company and Newco to be performed on or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed in all material respects on or before the Closing Date, and at the Closing the Company and Newco shall have delivered to Acquiror their respective certificates to that effect; (c) The Company shall have delivered to Acquiror a certificate signed by the Chief Financial Officer of the Company certifying, as of the Closing, as to the number of shares of capital stock of the Company outstanding, indicating the class and series of such shares;: (d) Acquiror shall have received all customary closing documents it may reasonably request relating to the existence of the Company, Newco, PBC and the Broadcasting Subsidiaries and the authority of the Company and Newco to enter into this Agreement and the Transactions, all in form and substance reasonably satisfactory to Acquiror;. (e) Acquiror shall have received from its counsel, Roge▇▇▇▇▇▇ & ▇ell▇ ▇▇▇▇ LLP (or another nationally recognized law firm acceptable to Acquiror), an opinion that, based upon appropriate representations, certificates and letters acceptable to Roge▇▇▇▇▇▇ & ▇ell▇ ▇▇▇▇ LLP (or another nationally recognized law firm acceptable to Acquiror) dated as of the Closing Date, the Merger constitutes a tax-free reorganization under Section 368(a)(1)(A) of the Code (with appropriate exceptions, assumptions and qualifications); (f) The Company shall have paid in full the Existing Company Debt as of the Closing; (g) There shall have been obtained and delivered to Acquiror all necessary approvals and consents to the assignment to Acquiror of the Station Network Affiliation Agreements; and (h) Each of the Affiliates referred to in Section 6.29(a) shall have executed and delivered to Acquiror the Affiliate Letter referred to therein.

Conditions to Obligations of Acquiror. The obligations of Acquiror to effect the Merger are subject to the satisfaction, on or prior to the Closing Date, of the following conditions: : (a) The representations and warranties of the Company and Newco contained in this Agreement, the Transaction Agreements to which they are a party or in any other document delivered pursuant hereto shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on and as of the Closing Date, and at the Closing the Company and Newco shall have delivered to Acquiror their respective certificates to that effect; ; (b) Each of the obligations of the Company and Newco to be performed on or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed in all material respects on or before the Closing Date, and at the Closing the Company and Newco shall have delivered to Acquiror their respective certificates to that effect; ; (c) The Company shall have delivered to Acquiror a certificate signed by the Chief Financial Officer of the Company certifying, as of the Closing, as to the number of shares of capital stock of the Company outstanding, indicating the class and series of such shares; ; (d) Acquiror shall have received all customary closing documents it may reasonably request relating to the existence of the Company, Newco, PBC and the Broadcasting Subsidiaries and the authority of the Company and Newco to enter into this Agreement and the Transactions, all in form and substance reasonably satisfactory to Acquiror; ; (e) Acquiror shall have received from its counsel, Roge▇▇ & ▇ell▇ ▇▇▇ (or another nationally recognized law firm acceptable to Acquiror), an opinion that, based upon appropriate representations, certificates and letters acceptable to Roge▇▇ & ▇ell▇ ▇▇▇ (or another nationally recognized law firm acceptable to Acquiror) dated as of the Closing Date, the Merger constitutes a tax-free reorganization under Section 368(a)(1)(A) of the Code (with appropriate exceptions, assumptions and qualifications); ; (f) The Company shall have paid in full the Existing Company Debt as of the Closing; ; (g) There shall have been obtained and delivered to Acquiror all necessary approvals and consents to the assignment to Acquiror of the Station Network Affiliation Agreements; and and (h) Each of the Affiliates referred to in Section 6.29(a) shall have executed and delivered to Acquiror the Affiliate Letter referred to therein. ARTICLE VIII TERMINATION 8.01.

Conditions to Obligations of Acquiror. The obligations of Acquiror to effect consummate the Merger are transactions contemplated by this Agreement will be further subject to the satisfaction, on satisfaction or waiver at or prior to the Closing Date, Date of each of the following conditions: (a) The representations and warranties of the Company and Newco contained set forth in this AgreementArticle IV will be true, the Transaction Agreements to which they are a party or in any other document delivered pursuant hereto shall be true complete and correct in all material respects on (without regard to any materiality or Material Adverse Effect qualifiers) as of the date of the Existing Merger Agreement and as of the Closing Date with the same effect Effective Time as if though made on and as of the Closing Datesuch date (unless any such representation or warranty is made only as of a specific date, in which event such representation or warranty will be true, complete and at the Closing the Company and Newco shall have delivered to Acquiror their respective certificates to that effectcorrect as of such specific date); (b) Each of the obligations of the The Company and Newco to be performed on or before the Closing Date pursuant to the terms of this Agreement shall will have been duly performed in all material respects on or before each of the Closing Dateobligations, and complied in all material respects with each of the agreements and covenants, required to be performed by or complied with by it under this Agreement at or prior to the Closing the Company and Newco shall have delivered to Acquiror their respective certificates to that effectEffective Time; (c) The Company shall will have delivered to Acquiror its audited annual financial statements (or if audited financial statements are not available, unaudited financial statements, provided such unaudited financial statements have undergone at least a certificate signed review by the Chief Financial Officer Company’s independent auditors) for all annual accounting periods ended after the Balance Sheet Date containing an unqualified opinion by its independent auditors that is not modified in any way by an explanatory paragraph relating to the consistency of the Company certifyingapplication of accounting principles, ability to continue as of the Closing, as to the number of shares of capital stock of the Company outstanding, indicating the class and series of such shares;a going concern or for any other matter. (d) Acquiror shall There will not have received all customary closing documents it may occurred any fact, event, change, development, circumstance or effect which, individually or in the aggregate, has had or could reasonably request relating be expected to the existence of the Company, Newco, PBC and the Broadcasting Subsidiaries and the authority of the Company and Newco to enter into this Agreement and the Transactions, all in form and substance reasonably satisfactory to Acquirorhave a Material Adverse Effect; (e) Acquiror shall have received from its counsel, Roge▇▇ & ▇ell▇ ▇▇▇ The Dissenting Shares will not constitute more than ten percent (or another nationally recognized law firm acceptable to Acquiror), an opinion that, based upon appropriate representations, certificates and letters acceptable to Roge▇▇ & ▇ell▇ ▇▇▇ (or another nationally recognized law firm acceptable to Acquiror) dated as of the Closing Date, the Merger constitutes a tax-free reorganization under Section 368(a)(1)(A10%) of the Code (with appropriate exceptions, assumptions issued and qualifications)outstanding Shares; (f) The Company shall have paid in full the Existing Company Debt as Each of the key employees of the Company identified in Section 7.2(f) of the Company Disclosure Schedule (each, a “Key Employee”) will continue to be employed in the position set forth opposite such Person’s name in Section 7.2(f) of the Company Disclosure Schedule, unless, in each case, such Key Employee will no longer be so employed as a result of (i) death or disability or (ii) termination by the Company for cause; provided, however, that, except as provided in Section 6.14, nothing in this Agreement will be construed as being or creating an obligation of Acquiror or the Company, as the Surviving Corporation in the Cash Merger, to continue the employment of any such Key Employee following the Closing;; and (g) There shall Acquiror will have been obtained and delivered to Acquiror all necessary approvals and consents to received the assignment to Acquiror formal resignation of each person serving as a director of the Station Network Affiliation Agreements; and (h) Each of Company effective at the Affiliates referred to in Section 6.29(a) shall have executed and delivered to Acquiror the Affiliate Letter referred to thereinEffective Time.

Conditions to Obligations of Acquiror. The obligations of Acquiror to effect consummate the Merger are transactions contemplated by this Agreement will be further subject to the satisfaction, on satisfaction or waiver at or prior to the Closing Date, Date of each of the following conditions: (a) The representations and warranties of the Company and Newco contained set forth in this AgreementArticle IV will be true, the Transaction Agreements to which they are a party or in any other document delivered pursuant hereto shall be true complete and correct in all material respects on (without regard to any materiality or Material Adverse Effect qualifiers) as of the date of this Agreement and as of the Closing Date with the same effect Effective Time as if though made on and as of the Closing Datesuch date (unless any such representation or warranty is made only as of a specific date, in which event such representation or warranty will be true, complete and at the Closing the Company and Newco shall have delivered to Acquiror their respective certificates to that effectcorrect as of such specific date); (b) Each of the obligations of the The Company and Newco to be performed on or before the Closing Date pursuant to the terms of this Agreement shall will have been duly performed in all material respects on or before each of the Closing Dateobligations, and complied in all material respects with each of the agreements and covenants, required to be performed by or complied with by it under this Agreement at or prior to the Closing the Company and Newco shall have delivered to Acquiror their respective certificates to that effectEffective Time; (c) The Company shall will have delivered to Acquiror its audited annual financial statements (or if audited financial statements are not available, unaudited financial statements, provided such unaudited financial statements have undergone at least a certificate signed review by the Chief Financial Officer Company's independent auditors) for all annual accounting periods ended after the Balance Sheet Date containing an unqualified opinion by its independent auditors that is not modified in any way by an explanatory paragraph relating to the consistency of the Company certifyingapplication of accounting principles, ability to continue as of the Closing, as to the number of shares of capital stock of the Company outstanding, indicating the class and series of such shares;a going concern or for any other matter. (d) Acquiror shall There will not have received all customary closing documents it may occurred any fact, event, change, development, circumstance or effect which, individually or in the aggregate, has had or could reasonably request relating be expected to the existence of the Company, Newco, PBC and the Broadcasting Subsidiaries and the authority of the Company and Newco to enter into this Agreement and the Transactions, all in form and substance reasonably satisfactory to Acquirorhave a Material Adverse Effect; (e) Acquiror shall have received from its counsel, Roge▇▇ & ▇ell▇ ▇▇▇ The Dissenting Shares will not constitute more than ten percent (or another nationally recognized law firm acceptable to Acquiror), an opinion that, based upon appropriate representations, certificates and letters acceptable to Roge▇▇ & ▇ell▇ ▇▇▇ (or another nationally recognized law firm acceptable to Acquiror) dated as of the Closing Date, the Merger constitutes a tax-free reorganization under Section 368(a)(1)(A10%) of the Code (with appropriate exceptions, assumptions issued and qualifications)outstanding Shares; (f) The Company shall have paid in full the Existing Company Debt as Each of the key employees of the Company identified in Section 7.2(f) of the Company Disclosure Schedule (each, a "Key Employee") will continue to be employed in the position set forth opposite such Person's name in Section 7.2(f) of the Company Disclosure Schedule, unless, in each case, such Key Employee will no longer be so employed as a result of (i) death or disability or (ii) termination by the Company for cause; provided, however, that, except as provided in Section 6.14, nothing in this Agreement will be construed as being or creating an obligation of Acquiror or the Company, as the Surviving Corporation in the Cash Merger, to continue the employment of any such Key Employee following the Closing;; and (g) There shall Acquiror will have been obtained and delivered to Acquiror all necessary approvals and consents to received the assignment to Acquiror formal resignation of each person serving as a director of the Station Network Affiliation Agreements; and (h) Each of Company effective at the Affiliates referred to in Section 6.29(a) shall have executed and delivered to Acquiror the Affiliate Letter referred to thereinEffective Time.