7.2.4. Other Consents. Each of the governmental and other approvals,
consents or waivers identified with an asterisk on Schedule 5.1.3 as being a
condition of the Closing, shall have been obtained on terms and conditions
which are not materially less favorable than the terms and conditions in effect
as of the date hereof.
7.2.5. Network Affiliation Agreements. Seller shall have maintained
in full force and effect, and assigned to the Houston Purchaser and the San
Antonio Purchaser, with all necessary consents and approvals, the NBC Network
Affiliation Agreement and the ABC Network Affiliation Agreement, respectively.
7.2.6. Cable Retransmission Agreements. Seller shall have maintained
in full force and effect, and assigned to the Houston Purchaser or the San
Antonio Purchaser, as the case may be, the Cable Retransmission Agreements.
7.2.7. No Material Adverse Changes. Since the date of this
Agreement, there shall have been no Material Adverse Change.
7.2.8. Receipt of Surveys, Etc. Purchasers (a) shall have received
the Surveys required under Section 6.1 and shall not have objected to any
matters reflected therein that could reasonably be expected to have a Material
Adverse Effect and (b) shall have had a reasonable opportunity to complete the
reviews, examinations and investigations of the Businesses, the business
activities of Blue Ridge and HT Joint Venture, the Purchased Assets, the Blue
Ridge Assets and the HT Joint Venture Assets contemplated by Section 6.1.
7.2.9. Delivery of Documents by or on Behalf of Seller. Seller shall
have effected the deliveries required of it pursuant to Section 7.4(c).
7.3. Additional Conditions to Obligations of Seller. The obligations
of Seller under this Agreement to consummate the transactions contemplated
hereby will be further subject to the satisfaction, at or prior to the Closing,
of all of the following conditions, any one or more of which may be waived by
Seller at its option:
7.3.1. Accuracy of Representations and Warranties. The
representations and warranties of Purchasers contained in this Agreement shall
be true and correct in all Material Respects both on and as of the date of this
Agreement and on and as of the Closing Date (with the same force and effect as
if made anew on and as of the Closing Date).
7.3.2. Compliance with Covenants. All covenants contained in this
Agreement to be performed and complied with by Purchasers