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respect to the transactions contemplated by this Agreement and related to Buyer’s ownership or operation of communications or broadcast towers and the assets and properties relating thereto, and (v) customary filings, notices and approvals with any state public service, public utility commissions, state environmental agencies or similar state regulatory bodies with respect to the transactions contemplated by this Agreement and related to the consummation of the transactions contemplated by this Agreement as a result of Buyer’s ownership or operation of communications or broadcast towers and the assets and properties relating thereto, the failure of which to make or obtain could not reasonably be expected to have a Buyer Material Adverse Effect.

Section 4.5 Litigation .

(a) There is no Litigation that which, if adversely determined, could reasonably be expected to have a Buyer Material Adverse Effect or a Parent Material Adverse Effect. There is no Litigation pending or, to the Knowledge of Buyer, threatened, against or affecting Buyer, Parent or any of their respective assets that has had or could reasonably be expected to have a Buyer Material Adverse Effect or a Parent Material Adverse Effect.

(b) There is not any Order of any Governmental Entity or arbitrator outstanding against, or, to the Knowledge of Buyer, investigation by, any Governmental Entity involving Buyer, Parent or any of their respective Subsidiaries or assets that has had or could reasonably be expected to have a Buyer Material Adverse Effect or a Parent Material Adverse Effect.

Section 4.6 Brokers . Except for the Buyer Independent Advisor, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission (all of which shall be the sole responsibility and obligation of Buyer, and not Seller, Company or any Company Subsidiary) in connection with this Agreement or the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer or Parent.

Section 4.7 Independent Review . Each of Parent and Buyer has had the opportunity to conduct its own independent review and analysis of the business and assets and liabilities of Company and Company Subsidiaries, their condition, cash flow and prospects. In entering this Agreement, each of Parent and Buyer has relied solely upon its own investigation and analysis and the representations and warranties contained in this Agreement. Except for the representations and warranties contained in this Agreement (including the Disclosure Schedules hereto), each of Seller and Company makes no other representation or warranty to Buyer or Parent, express or implied, and Seller and Company hereby disclaim any such representation or warranty, whether by Seller, Company or any of their agents, brokers or representatives of any other person, notwithstanding the delivery or disclosure to Buyer or Parent or any of their respective officers, directors, employees, agents or representatives or any other person of any document or other information by or on behalf of Seller, Company or any of their respective officers, directors, employees, agents or representatives or any other person.

Section 4.8 Financing . Buyer has delivered to Seller true and correct copies of the Commitment Letter, dated March 17, 2006, issued by DB Structured Products Inc. and JP

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