Common use of Consummation of the Transaction Clause in Contracts

Consummation of the Transaction. (a) Each of the Seller and Purchaser shall take all reasonable action necessary to consummate the transactions contemplated by this Agreement and will use all necessary and reasonable means at its disposal to obtain (and cooperate with the other party in obtaining) all necessary approvals of the FCC and Third Party Consents required to enable it to consummate the transactions contemplated by this Agreement. Except as otherwise provided herein, each of the Seller and Purchaser acknowledges and agrees that it shall pay all costs, fees and expenses incurred by it in obtaining such necessary consents and approvals. Each party shall make all filings, applications, statements and reports to all governmental agencies or entities which are required to be made prior to the Closing Date by or on its behalf pursuant to any statute, rule or regulation in connection with the transactions contemplated by this Agreement, and copies of all such filings, applications, statements and reports shall be provided to the other. (b) If the FCC determines that the transactions contemplated hereby or a portion thereof are inconsistent or violative of FCC rules or regulations, the parties agree that they will negotiate in good faith to amend, modify or restructure the transactions contemplated hereby so as to be consistent with FCC rules and regulations. (c) Seller will use its reasonable best efforts to obtain all Third Party Consents as promptly as practicable after the date of this Agreement. All Third Party Consents shall be in form reasonably satisfactory to Purchaser, and none shall provide for any increase in cost or other change in terms and conditions after the Closing which would be adverse to Purchaser. With respect to the assignment to Purchaser of Seller's roof top rights for the auxiliary antenna located at Valley Commerce Center, the Third Party Consent shall be in writing, shall expire no later than the stated expiration date in 2004 of Seller's studio lease at Valley Commerce Center (it being acknowledged by Purchaser that Seller shall not be required to assign any roof top rights for subsequent periods) and shall not impose any costs for such rights on Purchaser. (d) If any Third Party Consent has not been obtained prior to Closing and prior to Closing an Alternative Arrangement (as defined below) has been obtained with respect to the Assumed Contract to which such Third Party Consent pertains (in each case, a "Deferred Contract"), then the Seller shall retain, until such time as such Third Party Consent shall have been obtained by the Seller, all rights to and liabilities under the Deferred Contract. Until the assignment of the Deferred Contract, (i) the Seller shall continue to use reasonable best efforts and the Purchaser shall cooperate with the Seller to obtain all required consents or approvals to remove any other impediments to such assignment, and (ii) the Seller shall cooperate with the Purchaser (and the Purchaser shall cooperate with the Seller) in any lawful arrangement to provide (to the extent permitted without breach of such Deferred Contract and as determined in the reasonable opinion of the Purchaser) that the Purchaser shall receive the benefits of such Deferred Contract after the Closing Date to the same extent, and without any additional cost or expense to Purchaser and without any diminution in broadcast signal quality, as if such Deferred Contract had been assigned to the Purchaser (such arrangement, an "Alternative Arrangement"). To the extent that the Purchaser receives such benefits, the Purchaser shall assume the Seller's obligations and liabilities thereunder arising on or after the Closing Date with respect to such Alternative Arrangement and the Purchaser shall perform any such obligations of the Seller arising under such Alternative Arrangement. If, subsequent to the Closing, the Seller shall obtain all required consents or approvals required to assign any Deferred Contract, the Deferred Contract for which consent or approval to assign has been obtained shall at that time be deemed to be conveyed, granted, bargained, sold, transferred, setover, assigned, released, delivered and confirmed to the Purchaser and assumed by the Purchaser, without need of further action by the Seller or of further documentation except for notice from the Seller to the Purchaser that such consent or approval has been obtained; and from and after the effective date such Deferred Contract is assigned to the Purchaser, (i) no party shall have any further liability under the Alternative Arrangement related thereto, and (ii) the Deferred Contract shall be deemed to be an Assumed Contract. (e) Prior to Closing, Seller shall provide written notice to third parties which have entered into material contracts with any of the Stations (other than the Assumed Contracts) regarding (i) the existence of this Agreement and the transactions contemplated hereby and (ii) that Purchaser is not assuming any obligations of the Seller or the Stations in respect of the contracts with such third parties. Seller shall promptly provide copies of these written notices to Purchaser.

Consummation of the Transaction. (a) Each of On or prior to the Seller and Purchaser Effective Date, the Recapitalization shall take all reasonable action necessary to consummate the transactions contemplated by this Agreement and will use all necessary and reasonable means at its disposal to obtain (and cooperate have been consummated in accordance with the other party in obtaining) Recapitalization Documents and all necessary approvals of the FCC applicable laws, and Third Party Consents required to enable it to consummate the transactions contemplated by this Agreement. Except as otherwise provided herein, each of the Seller conditions precedent to the consummation of the Recapitalization as set forth in the Recapitalization Documents shall have been satisfied and Purchaser acknowledges not waived except with the consent of the Agent and agrees that it shall pay all costs, fees the Required Banks to the reasonable satisfaction of the Agent and expenses incurred by it in obtaining such necessary consents and approvals. Each party shall make all filings, applications, statements and reports to all governmental agencies the Required Banks. (i) On or entities which are required to be made prior to the Closing Date by or on its behalf Effective Date, the total commitments in respect of the Indebtedness to be Refinanced shall have been terminated, all loans with respect thereto shall have been repaid in full, together with interest thereon, all letters of credit issued thereunder shall have been terminated and all other amounts due and owing pursuant to the Indebtedness to be Refinanced shall have been repaid in full and all documents in respect of the Indebtedness to be Refinanced and all guarantees with respect thereto shall have been terminated (except as to indemnification provisions which may survive to the extent provided therein) and be of no further force and effect. (ii) On or prior to the Effective Date, the creditors in respect of the Indebtedness to be Refinanced shall have terminated and released all security interests and Liens on the assets owned by the Borrower and its Subsidiaries. The Agent shall have received such releases of security interests in and Liens on the assets owned by the Borrower and its Subsidiaries as may have been requested by the Agent, which releases shall be in form and substance reasonably satisfactory to the Agent. Without limiting the foregoing, there shall have been delivered (i) proper termination statements (Form UCC-3 or the appropriate equivalent) for filing under the UCC of each jurisdiction where a financing statement (Form UCC-1 or the appropriate equivalent) was filed with respect to the Borrower or any statute, rule or regulation of its Subsidiaries in connection with the transactions contemplated by this Agreementsecurity interests created with respect to the Indebtedness to be Refinanced and the documentation related thereto, (ii) termination or reassignment of any security interest in, or Lien on, any patents, trademarks, copyrights, or similar interests of the Borrower or any of its Subsidiaries on which filings have been made, (iii) terminations of all mortgages, leasehold mortgages, deeds of trust and leasehold deeds of trust created with respect to property of the Borrower or any of its Subsidiaries, in each case, to secure the obligations in respect of the Indebtedness to be Refinanced, all of which shall be in form and substance reasonably satisfactory to the Agent, and copies (iv) all collateral owned by the Borrower or any of all such filings, applications, statements and reports its Subsidiaries in the possession of any of the creditors in respect of the Indebtedness to be Refinanced or any collateral agent or trustee under any related security document shall be provided have been returned to the other. (b) If the FCC determines that the transactions contemplated hereby Borrower or a portion thereof are inconsistent or violative of FCC rules or regulations, the parties agree that they will negotiate in good faith to amend, modify or restructure the transactions contemplated hereby so as to be consistent with FCC rules and regulationssuch Subsidiary. (c) Seller will use its reasonable best efforts On or prior to obtain the Effective Date, the Borrower shall have received gross cash proceeds of $115,000,000 from the issuance of a like principal amount of the Senior Notes (it being understood that such cash proceeds shall include all Third Party Consents as promptly as practicable after amounts directly applied to finance the date of this Agreement. All Third Party Consents shall be Transaction and pay related fees and expenses incurred in form reasonably satisfactory to Purchaserconnection therewith), and none the Banks shall provide for any increase in cost or other change in have received true and correct copies of all Senior Note Documents (certified as such by an appropriate officer of the Borrower), and all of the terms and conditions after of such Senior Note Documents (including, without limitation, amortization, maturities, interest rates, absence of security, covenants, default, remedies, sinking fund provisions and other provisions) and the Closing which would purchasers thereof shall be adverse to Purchaser. With respect satisfactory to the assignment to Purchaser of Seller's roof top rights for the auxiliary antenna located at Valley Commerce Center, the Third Party Consent shall be in writing, shall expire no later than the stated expiration date in 2004 of Seller's studio lease at Valley Commerce Center (it being acknowledged by Purchaser that Seller shall not be required to assign any roof top rights for subsequent periods) Agent and shall not impose any costs for such rights on Purchaser. (d) If any Third Party Consent has not been obtained prior to Closing and prior to Closing an Alternative Arrangement (as defined below) has been obtained with respect to the Assumed Contract to which such Third Party Consent pertains (in each case, a "Deferred Contract"), then the Seller shall retain, until such time as such Third Party Consent shall have been obtained by the Seller, all rights to and liabilities under the Deferred Contract. Until the assignment of the Deferred Contract, (i) the Seller shall continue to use reasonable best efforts and the Purchaser shall cooperate with the Seller to obtain all required consents or approvals to remove any other impediments to such assignment, and (ii) the Seller shall cooperate with the Purchaser (and the Purchaser shall cooperate with the Seller) in any lawful arrangement to provide (to the extent permitted without breach of such Deferred Contract and as determined in the reasonable opinion of the Purchaser) that the Purchaser shall receive the benefits of such Deferred Contract after the Closing Date to the same extent, and without any additional cost or expense to Purchaser and without any diminution in broadcast signal quality, as if such Deferred Contract had been assigned to the Purchaser (such arrangement, an "Alternative Arrangement"). To the extent that the Purchaser receives such benefits, the Purchaser shall assume the Seller's obligations and liabilities thereunder arising on or after the Closing Date with respect to such Alternative Arrangement and the Purchaser shall perform any such obligations of the Seller arising under such Alternative Arrangement. If, subsequent to the Closing, the Seller shall obtain all required consents or approvals required to assign any Deferred Contract, the Deferred Contract for which consent or approval to assign has been obtained shall at that time be deemed to be conveyed, granted, bargained, sold, transferred, setover, assigned, released, delivered and confirmed to the Purchaser and assumed by the Purchaser, without need of further action by the Seller or of further documentation except for notice from the Seller to the Purchaser that such consent or approval has been obtained; and from and after the effective date such Deferred Contract is assigned to the Purchaser, (i) no party shall have any further liability under the Alternative Arrangement related thereto, and (ii) the Deferred Contract shall be deemed to be an Assumed Contract. (e) Prior to Closing, Seller shall provide written notice to third parties which have entered into material contracts with any of the Stations (other than the Assumed Contracts) regarding (i) the existence of this Agreement and the transactions contemplated hereby and (ii) that Purchaser is not assuming any obligations of the Seller or the Stations in respect of the contracts with such third parties. Seller shall promptly provide copies of these written notices to Purchaser.the

Consummation of the Transaction. (a) Each Subject to the terms and conditions of the Seller and Purchaser shall take all reasonable action necessary to consummate the transactions contemplated by this Agreement and will use all necessary and reasonable means at its disposal to obtain (and cooperate with the other party in obtaining) all necessary approvals of the FCC and Third Party Consents required to enable it to consummate the transactions contemplated by this Agreement. Except as otherwise provided herein, each of the Seller Consortium Members agrees and Purchaser acknowledges and agrees that it shall pay all costsundertakes to use its reasonable best efforts to take, fees and expenses incurred by it in obtaining such necessary consents and approvals. Each party shall make all filings, applications, statements and reports to all governmental agencies or entities which are required cause to be made prior taken, all actions and to the Closing Date by do, or on its behalf pursuant cause to any statutebe done, rule all things necessary, proper or regulation in connection with advisable under applicable Law to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, and copies of all such filings, applications, statements and reports shall be provided to the otherMerger Agreement or any other agreement contemplated hereby or thereby. (b) If Each of the FCC determines Consortium Members and Merger Company agrees and undertakes to SEEK that, prior to the termination of this Agreement, it will not to knowingly take any action (including, in the case of a H▇▇▇▇▇▇▇▇ Investor or FountainVest Investor, cause Merger Company to take any action) that would make any of its representations or warranties contained herein or any of the transactions contemplated hereby representations or a portion thereof are inconsistent warranties of Merger Company under the Merger Agreement untrue or violative incorrect or have or could have the effect of FCC rules preventing, impeding or regulations, interfering with or adversely affecting its performance of its obligations under this Agreement or the parties agree that they will negotiate in good faith to amend, modify or restructure performance by Merger Company of its obligations under the transactions contemplated hereby so as to be consistent with FCC rules and regulationsMerger Agreement. (c) Seller will use its reasonable best efforts SEEK agrees and undertakes to obtain all Third Party Consents as promptly as practicable after each of the date Consortium Members and Merger Company that, prior to the termination of this Agreement. All Third Party Consents shall be in form reasonably satisfactory , it will not to Purchaserknowingly take any action that would make any of its representations or warranties contained herein or under the Merger Agreement untrue or incorrect or have or could have the effect of preventing, and none shall provide for any increase in cost impeding or other change in terms and conditions after interfering with or adversely affecting its performance of its obligations under this Agreement or the Closing which would be adverse to Purchaser. With respect to the assignment to Purchaser of Seller's roof top rights for the auxiliary antenna located at Valley Commerce Center, the Third Party Consent shall be in writing, shall expire no later than the stated expiration date in 2004 of Seller's studio lease at Valley Commerce Center (it being acknowledged by Purchaser that Seller shall not be required to assign any roof top rights for subsequent periods) and shall not impose any costs for such rights on PurchaserMerger Agreement. (d) If In the event that the Consortium Members determine that the Closing Conditions are satisfied or waived in accordance with the terms of the Merger Agreement and this Agreement, or SEEK and Merger Company are otherwise obligated to consummate the Merger in accordance with the terms of the Merger Agreement, all of the Consortium Members other than any Third Party Consent has not been obtained prior Failing Sponsor and its Affiliates (the “Closing Investors”) acting unanimously shall have the right to Closing and prior terminate the participation in the Transactions of any Equity Sponsor (a “Failing Sponsor”) that (i) breaches its obligation under such Equity Sponsor’s Equity Commitment Letter to Closing an Alternative Arrangement fund the Equity Commitment (as defined belowtherein) has been obtained with respect to the Assumed Contract to which such Third Party Consent pertains (in each case, a "Deferred Contract"), then the Seller shall retain, until such time as such Third Party Consent shall have been obtained by the Seller, all rights to and liabilities under the Deferred Contract. Until the assignment of the Deferred Contract, (i) the Seller shall continue to use reasonable best efforts and the Purchaser shall cooperate with the Seller to obtain all required consents or approvals to remove any other impediments to such assignment, and (ii) asserts in writing its unwillingness to fund such Equity Commitment; provided, that such termination shall not affect the Seller shall cooperate with the Purchaser (and the Purchaser shall cooperate with the Seller) in any lawful arrangement to provide (to the extent permitted without breach of such Deferred Contract and as determined in the reasonable opinion rights or remedies of the Purchaser) that the Purchaser shall receive the benefits of Closing Investors against such Deferred Contract after the Closing Date to the same extent, and without any additional cost or expense to Purchaser and without any diminution in broadcast signal quality, as if such Deferred Contract had been assigned to the Purchaser (such arrangement, an "Alternative Arrangement"). To the extent that the Purchaser receives such benefits, the Purchaser shall assume the Seller's obligations and liabilities thereunder arising on or after the Closing Date Failing Sponsor with respect to such Alternative Arrangement and breach or threatened breach. If the Purchaser shall perform any such obligations of Closing Investors terminate a Failing Sponsor’s participation in the Seller arising under such Alternative Arrangement. If, subsequent Transactions pursuant to the Closingimmediately preceding sentence, the Seller shall obtain all required consents Closing Investors acting unanimously may offer one or approvals required more Closing Investors or new investors the opportunity to assign any Deferred Contract, provide equity financing for the Deferred Contract for which consent or approval Transactions to assign has been obtained shall at that time be deemed to be conveyed, granted, bargained, sold, transferred, setover, assigned, released, delivered and confirmed to replace the Purchaser and assumed by the Purchaser, without need amount of further action by the Seller or of further documentation except for notice from the Seller to the Purchaser that such consent or approval has been obtained; and from and after the effective date such Deferred Contract is assigned to the Purchaser, (i) no party shall have any further liability under the Alternative Arrangement related thereto, and (ii) the Deferred Contract shall be deemed to be an Assumed ContractFailing Sponsor’s Equity Commitment. (e) Prior to Closing, Seller shall provide written notice to third parties which have entered into material contracts with any of the Stations (other than the Assumed Contracts) regarding (i) the existence of this Agreement and the transactions contemplated hereby and (ii) that Purchaser is not assuming any obligations of the Seller or the Stations in respect of the contracts with such third parties. Seller shall promptly provide copies of these written notices to Purchaser.