Common use of Purchaser’s Performance Clause in Contracts

Purchaser’s Performance. The obligations of Purchaser hereunder are subject at its election to the conditions that on the Closing Date: (a) The representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects and the covenants and agreements of Seller to be performed on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed, and Seller shall have delivered to Purchaser a certificate, dated as of the Closing Date, to that effect. (b) The FCC authorizations, including those set forth on Exhibit A shall be assigned and transferred to Purchaser and shall contain no adverse modifications of the terms of such authorizations as they presently exist. Any and all governmental approvals necessary to consummate the transactions contemplated by this Agreement shall have been received. (c) Purchaser shall have received a written opinion of J. ▇▇▇▇▇ ▇▇▇▇▇▇▇, Esquire, Counsel for Seller, dated as of the Closing Date, in customary form and substance that: (i) Seller has full power and authority to own its properties, and has full power and authority to enter into this Agreement and to consummate the transactions contemplated herein. (ii) This Agreement has been duly authorized, executed and delivered by Seller, and is a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. (iii) The sale of all of the Station Assets to Purchaser hereunder has been duly authorized by all necessary action of Seller, and deed(s) of conveyance, ▇▇▇▇(s) of sale and any and all other instruments delivered to Purchaser hereunder have been duly authorized, executed and delivered, and conform with all legal requirements to vest in Purchaser good and valid title to all the Station Assets. (iv) The execution, delivery and performance of this Agreement and all of the documents executed in conjunction therewith by Seller do not violate, to the best of counsel's knowledge, any provision of any material note, mortgage, agreement, franchise, order, arbitration award, judgment, law, ordinance or decree to which Seller is a party or by which Seller is bound. (v) To the best of the knowledge of such counsel, no action, claim, suit or proceeding or any investigation of any governmental authority is pending or threatened against or affecting Seller or the Station or the Station Assets which would affect such Station Assets or the transactions contemplated by this Agreement. (d) Purchaser shall have received a written opinion of Holland & Knight, LLP, FCC Counsel for Seller, dated as of the Closing Date, substantially in the form of Exhibit J hereto. (e) No suit, action or other proceeding against Seller shall be pending before any court or governmental agency of competent jurisdiction in which it is sought to restrain or prohibit any of the transactions contemplated by this Agreement or to obtain damages or other relief in connection with this Agreement or the transactions contemplated hereby. (f) Seller shall have executed and delivered to Purchaser the documents required herein to be executed and delivered by it.

Purchaser’s Performance. The obligations of Purchaser hereunder are subject at its election to the conditions that on the Closing Date: (a) The representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects and the covenants and agreements of Seller to be performed on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed, and Seller shall have delivered to Purchaser a certificate, dated as of the Closing Date, signed by a duly authorized officer of Seller to that effect. (b) The FCC authorizations, including those set forth on Exhibit A B shall be assigned and transferred to Purchaser and shall contain no adverse modifications of the terms of such authorizations as they presently exist. Any and all governmental approvals necessary to consummate the transactions contemplated by this Agreement shall have been received. (c) Purchaser shall have received a written opinion of J. Hull, ▇▇▇▇▇▇, ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇, Esquire, Counsel for Seller, dated as of the Closing Date, in customary form and substance that: (i) Seller Medical College of Georgia Foundation is a not for profit corporation duly organized and validly existing and in good standing under the laws of Georgia, has full power and authority to own its properties, and has full power and authority to enter into this Agreement and to consummate the transactions contemplated herein. (ii) This Agreement has been duly authorized, executed and delivered by Seller, and is a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. (iii) The sale of all of the Station Stations Assets to Purchaser hereunder has been duly authorized by all necessary action of Seller, and deed(s) of conveyance, ▇▇▇▇(s) of sale and any and all other instruments delivered to Purchaser hereunder have been duly authorized, executed and delivered, and conform with all legal requirements to vest in Purchaser good and valid title to all the Station Stations Assets. (iv) The execution, delivery and performance of this Agreement and all of the documents executed in conjunction therewith by Seller do not violateviolate any provisions of Seller's organizational documents or, to the best of counsel's knowledge, any provision of any material note, mortgage, agreement, franchise, order, arbitration award, judgment, law, ordinance or decree to which Seller is a party or by which Seller is bound. (v) To the best of the knowledge of such counsel, no action, claim, suit or proceeding or any investigation of any governmental authority is pending or threatened against or affecting Seller or the Station Stations or the Station Stations Assets which would affect such Station Stations Assets or the transactions contemplated by this Agreement. (d) Purchaser shall have received a written opinion of Holland & Knight, Knight LLP, FCC Counsel for Seller, dated as of the Closing Date, substantially in the form of Exhibit J L hereto. (e) No suit, action or other proceeding against Seller or Grantor shall be pending before any court or governmental agency of competent jurisdiction in which it is sought to restrain or prohibit any of the transactions contemplated by this Agreement or to obtain damages or other relief in connection with this Agreement or the transactions contemplated hereby. (f) The Tower Lease Agreement for the FM Tower Site shall be executed concurrently. (g) Seller shall have executed and delivered to Purchaser the documents required herein to be executed and delivered by it.