Common use of Consummation of Other Transactions Clause in Contracts

Consummation of Other Transactions. The purchase and sale of the assets to be acquired by the Company's subsidiary, SAH Acquisition Corporation II ("SAH"), under (i) the Asset Purchase Agreement, including without limitation broadcast television stations KCNS located in San Francisco, California and WRAY ▇▇▇ated in the Raleigh-Durham, North Carolina market, and (ii) an executory purchase contract (the "Executory Contract") to be assigned to and assumed by SAH under the Asset Purchase Agreement to purchase broadcast television station WOAC (TV) in the Cleveland, Ohio market, shall be consummated contemporaneously with the consummation of the purchase and sale of the Firm Common Shares under this Agreement, and, on or before the First Closing Date, all conditions to the obligations of SAH and the sellers under the Asset Purchase Agreement and the Executory Contract to purchase and sell such assets shall have been satisfied or waived, and SAH and such sellers shall be prepared in all respects to consummate such purchase and sale transactions. If any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice to the Company at any time on or prior to the First Closing Date and, with respect to the Optional Common Shares, at any time prior to the Second Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 4, Section 6, Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Appears in 1 contract

Sources: Underwriting Agreement (Shop at Home Inc /Tn/)

Consummation of Other Transactions. The purchase and sale of the assets to be acquired by the Company's subsidiary, SAH Acquisition Corporation II ("SAH"), under (i) the Asset Purchase Agreement, including without limitation broadcast television stations KCNS located in San Francisco, California and WRAY ▇▇▇ated in the Raleigh-Durham, North Carolina market, and (ii) an executory purchase contract (the "Executory Contract") to be assigned to and assumed by SAH under the Asset Purchase Agreement to purchase broadcast television station WOAC (TV) in the Cleveland, Ohio market, shall be consummated contemporaneously with the consummation of the purchase and sale of the Firm Common Shares Notes under this Agreement, and, on or before the First Closing Date, all conditions to the obligations of SAH and the sellers under the Asset Purchase Agreement and the Executory Contract to purchase and sell such assets shall have been satisfied or waived, and SAH and such sellers shall be prepared in all respects to consummate such purchase and sale transactions. If any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice to the Company at any time on or prior to the First Closing Date and, with respect to the Optional Common Shares, at any time prior to the Second Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 4, Section 6, Section 8 and Section 9 shall at all times be effective and shall survive such termination.time

Appears in 1 contract

Sources: Underwriting Agreement (Shop at Home Inc /Tn/)